First Acceptance Corporation
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the quarterly period ended December 31, 2006
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to
Commission File Number: 001-12117
First Acceptance Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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75-1328153 |
(State or other jurisdiction
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(I.R.S. Employer |
of incorporation or organization)
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Identification No.) |
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3813 Green Hills Village Drive |
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Nashville, Tennessee
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37215 |
(Address of principal executive offices)
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(Zip Code) |
(615) 844-2800
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of February 2, 2007, there were outstanding 47,602,524 shares of the registrants common stock,
par value $0.01 per share.
FIRST ACCEPTANCE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2006
INDEX
i
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
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December 31, 2006 |
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(Unaudited) |
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June 30, 2006 |
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ASSETS |
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Fixed maturities, available for sale at fair value
(amortized cost $170,762 and $131,291, respectively) |
|
$ |
170,359 |
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|
$ |
127,828 |
|
Cash and cash equivalents |
|
|
10,937 |
|
|
|
31,534 |
|
Premiums and fees receivable |
|
|
68,011 |
|
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|
64,074 |
|
Reinsurance recoverables |
|
|
782 |
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|
1,344 |
|
Receivable for securities |
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|
25 |
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|
999 |
|
Deferred tax asset |
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|
46,049 |
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|
48,068 |
|
Other assets |
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|
7,492 |
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|
7,796 |
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Property and equipment, net |
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|
3,653 |
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|
3,376 |
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Foreclosed real estate held for sale |
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|
207 |
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|
87 |
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Deferred acquisition costs |
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|
5,395 |
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|
|
5,330 |
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Goodwill |
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137,045 |
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|
137,045 |
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Identifiable intangible assets |
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|
6,618 |
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|
6,825 |
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TOTAL ASSETS |
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$ |
456,573 |
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$ |
434,306 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Loss and loss adjustment expense reserves |
|
$ |
74,765 |
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|
$ |
62,822 |
|
Unearned premiums |
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|
80,499 |
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|
|
76,117 |
|
Deferred fee income |
|
|
2,059 |
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|
|
2,214 |
|
Notes payable and capitalized lease obligations |
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|
26,372 |
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|
24,026 |
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Payable for securities |
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4,914 |
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Other liabilities |
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11,015 |
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10,790 |
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Total liabilities |
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194,710 |
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180,883 |
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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;
47,603 and 47,535 shares issued and outstanding,
respectively |
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476 |
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|
475 |
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Additional paid-in capital |
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460,234 |
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459,049 |
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Accumulated other comprehensive loss |
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(403 |
) |
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(3,463 |
) |
Accumulated deficit |
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(198,444 |
) |
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(202,638 |
) |
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Total stockholders equity |
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261,863 |
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|
253,423 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
456,573 |
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|
$ |
434,306 |
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|
|
|
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|
See notes to consolidated financial statements.
1
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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December 31, |
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December 31, |
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2006 |
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2005 |
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2006 |
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2005 |
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Revenues: |
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Premiums earned |
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$ |
72,424 |
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$ |
44,816 |
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$ |
139,845 |
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$ |
87,570 |
|
Fee income |
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9,554 |
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6,624 |
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18,766 |
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13,029 |
|
Transaction service fee |
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275 |
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850 |
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Gains on sales of foreclosed real estate |
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|
821 |
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|
821 |
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Investment income |
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|
2,098 |
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|
1,216 |
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4,045 |
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|
2,315 |
|
Gains (losses) on sales of investments |
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(30 |
) |
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4 |
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(83 |
) |
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4 |
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84,321 |
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53,481 |
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163,423 |
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103,739 |
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Costs and expenses: |
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Losses and loss adjustment expenses |
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54,886 |
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30,438 |
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|
107,306 |
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|
58,929 |
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Insurance operating expenses |
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|
23,509 |
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|
16,505 |
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|
45,839 |
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|
31,728 |
|
Other operating expenses |
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|
514 |
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|
|
609 |
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|
|
1,622 |
|
|
|
1,222 |
|
Stock-based compensation |
|
|
354 |
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|
262 |
|
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|
458 |
|
|
|
346 |
|
Depreciation and amortization |
|
|
399 |
|
|
|
219 |
|
|
|
791 |
|
|
|
433 |
|
Interest expense |
|
|
418 |
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|
|
|
|
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|
830 |
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|
|
|
|
|
|
|
|
|
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80,080 |
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|
48,033 |
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|
156,846 |
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|
92,658 |
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Income before income taxes |
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|
4,241 |
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|
5,448 |
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|
|
6,577 |
|
|
|
11,081 |
|
Income tax expense |
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|
1,540 |
|
|
|
1,648 |
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|
|
2,383 |
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|
|
3,568 |
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|
|
|
|
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Net income |
|
$ |
2,701 |
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|
$ |
3,800 |
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|
$ |
4,194 |
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$ |
7,513 |
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Net income per share: |
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|
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|
|
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|
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Basic |
|
$ |
0.06 |
|
|
$ |
0.08 |
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|
$ |
0.09 |
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|
$ |
0.16 |
|
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|
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Diluted |
|
$ |
0.05 |
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|
$ |
0.08 |
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|
$ |
0.08 |
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|
$ |
0.15 |
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Number of shares used to calculate net
income per
share: |
|
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|
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Basic |
|
|
47,588 |
|
|
|
47,457 |
|
|
|
47,566 |
|
|
|
47,456 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Diluted |
|
|
49,694 |
|
|
|
49,490 |
|
|
|
49,672 |
|
|
|
49,489 |
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|
|
|
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|
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|
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|
Reconciliation of net income to comprehensive
income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Net income |
|
$ |
2,701 |
|
|
$ |
3,800 |
|
|
$ |
4,194 |
|
|
$ |
7,513 |
|
Net unrealized appreciation
(depreciation) on investments |
|
|
(211 |
) |
|
|
(469 |
) |
|
|
3,060 |
|
|
|
(1,293 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
2,490 |
|
|
$ |
3,331 |
|
|
$ |
7,254 |
|
|
$ |
6,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
2
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
|
|
|
|
|
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|
Six Months Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,194 |
|
|
$ |
7,513 |
|
Adjustments to reconcile net income to cash from operating
activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
791 |
|
|
|
433 |
|
Stock-based compensation |
|
|
458 |
|
|
|
346 |
|
Amortization of premium on fixed maturities |
|
|
130 |
|
|
|
287 |
|
Deferred income taxes |
|
|
2,019 |
|
|
|
3,664 |
|
Gains on sales of foreclosed real estate |
|
|
|
|
|
|
(821 |
) |
(Gains) losses on sales of investments |
|
|
83 |
|
|
|
(4 |
) |
Change in: |
|
|
|
|
|
|
|
|
Premiums and fees receivable |
|
|
(3,937 |
) |
|
|
(2,758 |
) |
Reinsurance recoverables |
|
|
562 |
|
|
|
1,382 |
|
Other assets |
|
|
304 |
|
|
|
(113 |
) |
Deferred acquisition costs |
|
|
(65 |
) |
|
|
(943 |
) |
Loss and loss adjustment expense reserves |
|
|
11,943 |
|
|
|
7,480 |
|
Unearned premiums |
|
|
4,382 |
|
|
|
4,998 |
|
Deferred fee income |
|
|
(155 |
) |
|
|
(770 |
) |
Other liabilities |
|
|
225 |
|
|
|
(1,089 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
20,934 |
|
|
|
19,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from sales of foreclosed real estate |
|
|
|
|
|
|
897 |
|
Improvements to foreclosed real estate |
|
|
(120 |
) |
|
|
|
|
Acquisitions of property and equipment |
|
|
(634 |
) |
|
|
(724 |
) |
Purchases of fixed maturities, available-for-sale |
|
|
(54,117 |
) |
|
|
(32,394 |
) |
Maturities and paydowns of fixed maturities, available-for-sale |
|
|
1,891 |
|
|
|
3,046 |
|
Sales of fixed maturities, available for sale |
|
|
12,542 |
|
|
|
539 |
|
Purchases of investment in mutual fund |
|
|
|
|
|
|
(319 |
) |
Net (decrease) increase in payable/receivable for securities |
|
|
(3,940 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(44,378 |
) |
|
|
(28,955 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from borrowings |
|
|
5,000 |
|
|
|
|
|
Net proceeds from issuance of common stock |
|
|
728 |
|
|
|
121 |
|
Payments on borrowings |
|
|
(2,881 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided from financing activities |
|
|
2,847 |
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(20,597 |
) |
|
|
(9,229 |
) |
Cash and cash equivalents at beginning of period |
|
|
31,534 |
|
|
|
24,762 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
10,937 |
|
|
$ |
15,533 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
3
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
(Unaudited)
The consolidated financial statements of First Acceptance Corporation (the Company) included
herein have been prepared without audit pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC). Accordingly, certain information and disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted. In the opinion of management, the consolidated
financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary
for a fair statement of the interim periods. Certain reclassifications have been made to the prior
years consolidated financial statements to conform with the current year presentation.
The results of operations for the interim periods are not necessarily indicative of the
results of operations to be expected for the full year. These consolidated financial statements
should be read in conjunction with the Companys audited consolidated financial statements included
in its Annual Report on Form 10-K for the fiscal year ended June 30, 2006.
The following table sets forth the computation of basic and diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
2,701 |
|
|
$ |
3,800 |
|
|
$ |
4,194 |
|
|
$ |
7,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common basic shares |
|
|
47,588 |
|
|
|
47,457 |
|
|
|
47,566 |
|
|
|
47,456 |
|
Effect of
dilutive securities options |
|
|
2,106 |
|
|
|
2,033 |
|
|
|
2,106 |
|
|
|
2,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common dilutive shares |
|
|
49,694 |
|
|
|
49,490 |
|
|
|
49,672 |
|
|
|
49,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.06 |
|
|
$ |
0.08 |
|
|
$ |
0.09 |
|
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share |
|
$ |
0.05 |
|
|
$ |
0.08 |
|
|
$ |
0.08 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
|
Stock-Based Compensation |
During the six months ended December 31, 2006, the Company issued 600 stock options to
employees under its 2002 Long Term Incentive Plan (the Plan). The options were issued at a
weighted average exercise price of $11.70 per share. The options expire in 2016 and vest equally in
annual installments with 250 shares vesting over five years and 350 shares vesting over four years.
Compensation expense related to these options was $3,791, of which $1,596 will be amortized
through September 2010, $599 through October 2010, and $1,596 through September 2011. None of
these options were exercisable at December 31, 2006. There were no options exercised or forfeited
during the six months ended December 31, 2006. Shares remaining available for issuance under the
Plan were 3,372 at December 31, 2006.
4
The Company operates in two business segments with its primary focus being the selling,
servicing and underwriting of non-standard personal automobile insurance. The real estate and
corporate segment consists of activities related to the disposition of foreclosed real estate held
for sale, interest expense associated with all debt and other general corporate overhead expenses.
The following table presents selected financial data by business segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
$ |
84,253 |
|
|
$ |
52,548 |
|
|
$ |
163,267 |
|
|
$ |
102,594 |
|
Real estate and corporate |
|
|
68 |
|
|
|
933 |
|
|
|
156 |
|
|
|
1,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
84,321 |
|
|
$ |
53,481 |
|
|
$ |
163,423 |
|
|
$ |
103,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
$ |
5,459 |
|
|
$ |
5,386 |
|
|
$ |
9,331 |
|
|
$ |
11,504 |
|
Real estate and corporate |
|
|
(1,218 |
) |
|
|
62 |
|
|
|
(2,754 |
) |
|
|
(423 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
4,241 |
|
|
$ |
5,448 |
|
|
$ |
6,577 |
|
|
$ |
11,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
June 30, |
|
|
|
2006 |
|
|
2006 |
|
Total assets: |
|
|
|
|
|
|
|
|
Insurance |
|
$ |
413,250 |
|
|
$ |
383,337 |
|
Real estate and corporate |
|
|
43,323 |
|
|
|
50,969 |
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
456,573 |
|
|
$ |
434,306 |
|
|
|
|
|
|
|
|
5
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations contain
forward-looking statements which involve risks and uncertainties. The Companys actual results may
differ significantly from the results discussed in the forward-looking statements. Factors that
might cause such a difference include those discussed in Item 1A. Risk Factors in the Companys
Annual Report on Form 10-K for the fiscal year ended June 30, 2006. The following discussion should
be read in conjunction with the Companys consolidated financial statements included with this
report and our consolidated financial statements and related Managements Discussion and Analysis
of Financial Condition and Results of Operations for the fiscal year ended June 30, 2006 included
in our Annual Report on Form 10-K.
General
As of December 31, 2006, we leased and operated 467 retail locations, staffed by
employee-agents. Our employee-agents exclusively sell insurance products either underwritten or
serviced by us. As of December 31, 2006, we wrote non-standard personal automobile insurance in 12
states and were licensed in 13 additional states. See the discussion in Item 1. Business -
General in our Annual Report on Form 10-K for the fiscal year ended June 30, 2006 for additional
information with respect to our business.
The following table shows the changes in the number of our retail locations for the periods
presented. Retail location counts are based upon the date that a location commenced writing
business. In prior years, we reported this information based upon the date that a location was
leased. Information for all prior periods presented has been restated to conform to the current
periods method of presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
December 31, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Retail locations beginning of period |
|
|
466 |
|
|
|
310 |
|
|
|
460 |
|
|
|
248 |
|
Opened |
|
|
4 |
|
|
|
41 |
|
|
|
13 |
|
|
|
103 |
|
Closed |
|
|
(3 |
) |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail locations end of period |
|
|
467 |
|
|
|
351 |
|
|
|
467 |
|
|
|
351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables show the number of our retail locations by state and the changes
from preceding quarter ends.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Locations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
December 31, |
|
September 30, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Alabama |
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
Florida |
|
|
41 |
|
|
|
35 |
|
|
|
40 |
|
|
|
25 |
|
|
|
1 |
|
|
|
10 |
|
Georgia |
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
Illinois |
|
|
85 |
|
|
|
15 |
|
|
|
85 |
|
|
|
13 |
|
|
|
|
|
|
|
2 |
|
Indiana |
|
|
26 |
|
|
|
26 |
|
|
|
26 |
|
|
|
21 |
|
|
|
|
|
|
|
5 |
|
Mississippi |
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
Missouri |
|
|
15 |
|
|
|
19 |
|
|
|
17 |
|
|
|
17 |
|
|
|
(2 |
) |
|
|
2 |
|
Ohio |
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
29 |
|
|
|
|
|
|
|
1 |
|
Pennsylvania |
|
|
26 |
|
|
|
18 |
|
|
|
25 |
|
|
|
15 |
|
|
|
1 |
|
|
|
3 |
|
South Carolina |
|
|
26 |
|
|
|
4 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
Tennessee |
|
|
20 |
|
|
|
20 |
|
|
|
21 |
|
|
|
20 |
|
|
|
(1 |
) |
|
|
|
|
Texas |
|
|
102 |
|
|
|
88 |
|
|
|
100 |
|
|
|
74 |
|
|
|
2 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
467 |
|
|
|
351 |
|
|
|
466 |
|
|
|
310 |
|
|
|
1 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Locations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
December 31, |
|
June 30, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Alabama |
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
Florida |
|
|
41 |
|
|
|
35 |
|
|
|
39 |
|
|
|
20 |
|
|
|
2 |
|
|
|
15 |
|
Georgia |
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
62 |
|
|
|
|
|
|
|
1 |
|
Illinois |
|
|
85 |
|
|
|
15 |
|
|
|
86 |
|
|
|
5 |
|
|
|
(1 |
) |
|
|
10 |
|
Indiana |
|
|
26 |
|
|
|
26 |
|
|
|
26 |
|
|
|
21 |
|
|
|
|
|
|
|
5 |
|
Mississippi |
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
Missouri |
|
|
15 |
|
|
|
19 |
|
|
|
18 |
|
|
|
14 |
|
|
|
(3 |
) |
|
|
5 |
|
Ohio |
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
29 |
|
|
|
|
|
|
|
1 |
|
Pennsylvania |
|
|
26 |
|
|
|
18 |
|
|
|
25 |
|
|
|
7 |
|
|
|
1 |
|
|
|
11 |
|
South Carolina |
|
|
26 |
|
|
|
4 |
|
|
|
21 |
|
|
|
|
|
|
|
5 |
|
|
|
4 |
|
Tennessee |
|
|
20 |
|
|
|
20 |
|
|
|
20 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
Texas |
|
|
102 |
|
|
|
88 |
|
|
|
99 |
|
|
|
37 |
|
|
|
3 |
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
467 |
|
|
|
351 |
|
|
|
460 |
|
|
|
248 |
|
|
|
7 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Accounting Policies
There have been no significant changes to our critical accounting policies and estimates
during the six months ended December 31, 2006 compared with those disclosed in Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations Critical
Accounting Policies included in our Annual Report on Form 10-K for the fiscal year ended June 30,
2006.
Consolidated Results of Operations
Overview
Our primary focus is the selling, servicing and underwriting of non-standard personal automobile
insurance. Our real estate and corporate segment consists of activities related to the disposition
of foreclosed real estate held for sale, interest expense associated with debt, and other general
corporate overhead expenses. Our insurance operations generate revenues from selling, servicing
and underwriting non-standard personal automobile insurance policies in 12 states. We conduct our
underwriting operations through three insurance company subsidiaries, First Acceptance Insurance
Company, Inc., First Acceptance Insurance Company of Georgia, Inc. and First Acceptance Insurance
Company of Tennessee, Inc. Our insurance operations revenues are primarily generated from:
|
|
|
premiums earned, including policy and renewal fees, from (i) sales of policies
issued by our insurance company subsidiaries, net of the portion of those premiums
ceded to reinsurers, and (ii) the sales of policies issued by our managing general
agency (MGA) subsidiaries that are assumed 100% by our insurance company
subsidiaries through quota-share reinsurance; |
|
|
|
|
fee income, including installment billing fees on policies written and fees for
other ancillary services (principally a motor club product); |
|
|
|
|
a transaction service fee (for the period from January 12, 2006 through December
31, 2006) for servicing the run-off business previously written by the Chicago
agencies whose business we acquired; and |
|
|
|
|
investment income earned on the invested assets of the insurance company
subsidiaries. |
The following table presents gross premiums earned by state and includes policies written by
the insurance company subsidiaries and policies issued by our MGA subsidiaries on behalf of other
insurance companies that are assumed 100% by one of our insurance company subsidiaries through
quota-share reinsurance. Although we are licensed in Texas, we currently write some business in
Texas through the Texas county mutual insurance company system that is assumed 100% by one of our
insurance company subsidiaries. Premiums ceded during the six months ended December 31, 2005
reflect only the cost of catastrophic reinsurance. Effective April 14, 2006, we elected to not
renew our catastrophic reinsurance.
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
Six Months Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
(in thousands) |
|
Gross premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia |
|
$ |
17,581 |
|
|
$ |
16,756 |
|
|
$ |
825 |
|
|
$ |
34,771 |
|
|
$ |
34,072 |
|
|
$ |
699 |
|
Florida |
|
|
13,612 |
|
|
|
4,624 |
|
|
|
8,988 |
|
|
|
25,841 |
|
|
|
7,213 |
|
|
|
18,628 |
|
Illinois |
|
|
7,638 |
|
|
|
256 |
|
|
|
7,382 |
|
|
|
14,275 |
|
|
|
378 |
|
|
|
13,897 |
|
Texas |
|
|
7,293 |
|
|
|
2,843 |
|
|
|
4,450 |
|
|
|
13,954 |
|
|
|
5,302 |
|
|
|
8,652 |
|
Alabama |
|
|
7,282 |
|
|
|
7,001 |
|
|
|
281 |
|
|
|
14,571 |
|
|
|
13,931 |
|
|
|
640 |
|
Tennessee |
|
|
5,837 |
|
|
|
5,880 |
|
|
|
(43 |
) |
|
|
11,784 |
|
|
|
12,211 |
|
|
|
(427 |
) |
Ohio |
|
|
3,981 |
|
|
|
3,271 |
|
|
|
710 |
|
|
|
7,843 |
|
|
|
6,571 |
|
|
|
1,272 |
|
South Carolina |
|
|
3,019 |
|
|
|
34 |
|
|
|
2,985 |
|
|
|
4,841 |
|
|
|
34 |
|
|
|
4,807 |
|
Indiana |
|
|
1,991 |
|
|
|
1,367 |
|
|
|
624 |
|
|
|
3,928 |
|
|
|
2,528 |
|
|
|
1,400 |
|
Pennsylvania |
|
|
1,571 |
|
|
|
318 |
|
|
|
1,253 |
|
|
|
2,757 |
|
|
|
443 |
|
|
|
2,314 |
|
Missouri |
|
|
1,457 |
|
|
|
1,223 |
|
|
|
234 |
|
|
|
2,887 |
|
|
|
2,457 |
|
|
|
430 |
|
Mississippi |
|
|
1,162 |
|
|
|
1,267 |
|
|
|
(105 |
) |
|
|
2,393 |
|
|
|
2,478 |
|
|
|
(85 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross premiums earned |
|
|
72,424 |
|
|
|
44,840 |
|
|
|
27,584 |
|
|
|
139,845 |
|
|
|
87,618 |
|
|
|
52,227 |
|
Premiums ceded |
|
|
|
|
|
|
(24 |
) |
|
|
24 |
|
|
|
|
|
|
|
(48 |
) |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net premiums earned |
|
$ |
72,424 |
|
|
$ |
44,816 |
|
|
$ |
27,608 |
|
|
$ |
139,845 |
|
|
$ |
87,570 |
|
|
$ |
52,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the change in the total number of policies in force for the
insurance operations for the periods presented. Policies in force increase as a result of new
policies issued and decrease as a result of policies that cancel or expire and are not renewed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
December 31, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Policies in force beginning of period |
|
|
217,308 |
|
|
|
125,799 |
|
|
|
200,401 |
|
|
|
119,422 |
|
Net increase during period |
|
|
252 |
|
|
|
7,062 |
|
|
|
17,159 |
|
|
|
13,439 |
|
|
|
|
|
|
|
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|
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Policies in force end of period |
|
|
217,560 |
|
|
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132,861 |
|
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217,560 |
|
|
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132,861 |
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|
Insurance companies present a combined ratio as a measure of their overall underwriting
profitability. The components of the combined ratio are as follows:
Loss Ratio Loss ratio is the ratio (expressed as a percentage) of losses and loss adjustment
expenses incurred to premiums earned and is a basic element of underwriting profitability. We
calculate this ratio based on all direct and assumed premiums earned, net of ceded reinsurance.
Expense Ratio Expense ratio is the ratio (expressed as a percentage) of operating expenses
to premiums earned. This is a measurement that illustrates relative management efficiency in
administering our operations. We calculate this ratio on a net basis as a percentage of net
premiums earned. Insurance operating expenses are reduced by fee income from insureds and, for the
three and six months ended December 31, 2006, the transaction service fee we received for servicing
the run-off business previously written by the Chicago agencies whose business we acquired in
January 2006.
Combined Ratio Combined ratio is the sum of the loss ratio and the expense ratio. If the
combined ratio is at or above 100%, an insurance company cannot be profitable without sufficient
investment income. The following table presents the combined ratios for the insurance operations
for the periods presented.
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Three Months Ended |
|
Six Months Ended |
|
|
December 31, |
|
December 31, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Loss and loss adjustment expense |
|
|
75.8 |
% |
|
|
67.9 |
% |
|
|
76.7 |
% |
|
|
67.3 |
% |
Expense |
|
|
18.9 |
% |
|
|
22.0 |
% |
|
|
18.8 |
% |
|
|
21.4 |
% |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
94.7 |
% |
|
|
89.9 |
% |
|
|
95.5 |
% |
|
|
88.7 |
% |
|
|
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|
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|
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|
The invested assets of the insurance operations are generally highly liquid and consist
substantially of taxable, readily marketable, investment grade, municipal and corporate bonds and
collateralized mortgage obligations. We invest in certain securities issued by political
subdivisions in the states of Georgia and Tennessee, as these investments enable our insurance
company subsidiaries to obtain premium tax credits. Investment income is comprised primarily of
interest earned on these securities, net of related investment expenses. Realized gains and
8
losses on our investment portfolio may occur from time to time as changes are made to our
holdings to enable premium tax credits or based upon changes in interest rates and changes in the
credit quality of securities held.
Three and Six Months Ended December 31, 2006 Compared With Three and Six Months Ended December 31, 2005
Consolidated Results
Revenues for the three months ended December 31, 2006 increased 58% to $84.3 million from
$53.5 million in the same period last year. Net income for the three months ended December 31,
2006 was $2.7 million, compared with $3.8 million for the three months ended December 31, 2005.
Basic and diluted net income per share were $0.06 and $0.05, respectively, for the three months
ended December 31, 2006, compared with $0.08, for the three months ended December 31, 2005.
Revenues for the six months ended December 31, 2006 increased 58% to $163.4 million from
$103.7 million in the same period last year. Net income for the six months ended December 31, 2006
was $4.2 million, compared with $7.5 million for the six months ended December 31, 2005. Basic and
diluted net income per share were $0.09 and $0.08, respectively, for the six months ended December
31, 2006, compared with $0.16 and $0.15, respectively, for the six months ended December 31, 2005.
Insurance Operations
Revenues from insurance operations were $84.3 million for the three months ended December 31,
2006, compared with $52.5 million for the three months ended December 31, 2005. For the six months
ended December 31, 2006, revenues from insurance operations were $163.3 million, compared with
$102.6 million for the six months ended December 31, 2005.
Income before income taxes was $5.5 million for the three months ended December 31, 2006,
compared with $5.4 million for the three months ended December 31, 2005. Income before income taxes
for the six months ended December 31, 2006 was $9.3 million, compared with $11.5 million for the
six months ended December 31, 2005.
Premiums Earned
Premiums earned increased by $27.6 million, or 62%, to $72.4 million for the three months
ended December 31, 2006 from $44.8 million for the three months ended December 31, 2005. The
increase was due primarily to the development of additional retail locations. Approximately 75% of
the premium growth was in Florida and Texas, where we opened 81 locations in fiscal year 2006, and
Chicago, where we acquired 72 locations in January 2006. The total number of insured policies in
force at December 31, 2006 increased 64% over the same date in 2005 from 132,861 to 217,560. At
December 31, 2006, we operated 467 retail locations (or stores), compared with 351 stores at
December 31, 2005.
For the six months ended December 31, 2006, premiums earned increased by $52.2 million, or
60%, to $139.8 million from $87.6 million for the six months ended December 31, 2005.
Approximately 79% of the premium growth was in Florida, Texas and Illinois.
Fee Income and Transaction Service Fee
Fee income increased 45% to $9.6 million for the three months ended December 31, 2006, from
$6.6 million for the three months ended December 31, 2005. For the six months ended December 31,
2006, fee income increased 45% to $18.8 million from $13.0 million for the six months ended
December 31, 2005. These increases were the result of the growth in net premiums earned. However,
fee income increased at a rate lower than our increase in premiums earned because we charge lower
fees in Florida compared with our other states.
Revenues for the three and six months ended December 31, 2006 included $0.3 million and $0.9
million, respectively, from a transaction service fee earned in connection with the Chicago
acquisition for servicing the run-off business previously written by the Chicago agencies whose
assets we acquired in January 2006. We will not receive this transaction service fee in future
periods.
9
Investment Income
Investment income increased primarily as a result of the increase in invested assets generated
in connection with our growth and, to a lesser extent, as a result of the shift in our portfolio
from tax-exempt to taxable investments. The weighted average investment yields for our fixed
maturities portfolio were 5.2% and 4.7% at December 31, 2006 and 2005, respectively, with effective
durations of 3.47 years and 3.63 years at December 31, 2006 and 2005, respectively. The yields for
the comparable Lehman Brothers indices were 5.0% and 4.6% at December 31, 2006 and 2005,
respectively.
Loss and Loss Adjustment Expenses
The loss and loss adjustment expense ratio was 75.8% for the three months ended December 31,
2006 compared with 67.9% for the same period last year. The increase in the ratio was the result of
three factors: (i) a change in our business mix resulting from premium growth in our emerging
states of Florida and Texas where we anticipated higher loss ratios, (ii) an increase in bodily
injury loss frequency in our emerging states of Florida, Pennsylvania and South Carolina and (iii)
an increase in the loss adjustment expense ratio as a result of planned increases in claims
department staffing to accommodate recent and future growth.
The loss and loss adjustment expense ratio was 76.7% for the six months ended December 31,
2006 compared with 67.3% for the same period last year. In addition to the factors noted above, we
had previously reported that the three months ended September 30, 2006 included adverse development
related to prior accident quarters of approximately $3.7 million. This adverse development related
primarily to the estimation of the severity of losses in Florida and Texas, where we had
significant growth during 2006 and Georgia where we reduced our physical damage premium rates
effective January 2006. We increased premium rates in Florida effective December 2006. We have
also filed for rate increases in Georgia and South Carolina that we anticipate will become
effective in February 2007, and we are currently in the process
of reviewing our rates in Pennsylvania.
Operating Expenses
Insurance operating expenses increased 42% to $23.5 million for the three months ended
December 31, 2006 from $16.5 million for the three months ended December 31, 2005. For the six
months ended December 31, 2006, operating expenses increased 44% to $45.8 million from $31.7
million for the six months ended December 31, 2005. These increases are primarily due to the costs
associated with new stores (including those acquired in Chicago) and expenses (such as variable
employee-agent compensation and premium taxes) that vary along with the increase in net premiums
earned.
The expense ratio decreased from 22.0% and 21.4% for the three and six-month periods ended
December 31, 2005, respectively, to 18.9% and 18.8% for the same periods this year. These
decreases are primarily as a result of the increase in premiums earned from new stores without a
corresponding increase in fixed operating costs (such as advertising, rent and base compensation of
our employee-agents).
Overall, the combined ratio increased to 94.7% for the three months ended December 31, 2006
from 89.9% for the three months ended December 31, 2005, and to 95.5% for the six months ended
December 31, 2006 from 88.7% for the six months ended December 31, 2005 as a result of the higher
loss and loss adjustment expense ratio.
Real Estate and Corporate
Loss before income taxes for the three months ended December 31, 2006 was $1.2 million
compared with income of $0.1 million for the three months ended December 31, 2005. For the six
months ended December 31, 2006, loss before income taxes was $2.8 million, compared with $0.4
million for the six months ended December 31, 2005.
The three and six-month periods ended December 31, 2005 included gains on sales of foreclosed
real estate held for sale of $0.8 million. There were no gains on sales of foreclosed real estate
held for sale during the three and six-month periods ended December 31, 2006.
10
Other operating expenses primarily include general corporate overhead expenses. During the
three months ended December 31, 2006, we incurred costs of $0.3 million (primarily recruiting and
relocation expenses) related to the hiring of additional management personnel. In addition, for
the three and six-month periods ended December 31, 2006, we incurred $0.4 million and $0.8 million,
respectively, of interest expense in connection with the borrowing related to the Chicago
acquisition.
Liquidity and Capital Resources
Our primary sources of funds are premiums, fee income and investment income. Our primary uses
of funds are the payment of claims and operating expenses. Operating activities for the six months
ended December 31, 2006 provided $20.9 million of cash, compared with $19.6 million provided in the
same period in fiscal 2006. Net cash used by investing activities for the six months ended
December 31, 2006 was $44.4 million, compared with $29.0 million in the same period in fiscal 2006.
Both periods reflect net additions to our investment portfolio as a result of the increase in net
premiums earned. During the six months ended December 31, 2006, we sold fixed maturity investments
of $12.5 million that were subsequently reinvested in certain states in order to help obtain
premium tax credits in these states. In December 2006, we borrowed $5.0 million from our revolving
credit facility and used the proceeds to increase the statutory capital and surplus of the
insurance company subsidiaries.
During the six months ended December 31, 2006, we increased the statutory capital and surplus
of the insurance company subsidiaries by a total of $14.7 million to support additional premium
writings. Of this capital contribution, $2.7 million came from funds our holding company received
from the insurance company subsidiaries through an intercompany tax allocation agreement under
which the holding company was reimbursed for current tax benefits utilized through the recognition
of tax net operating loss carryforwards. The balance of the capital contribution came from $7.0
million of unrestricted cash and $5.0 million from the borrowing under the revolving credit
facility. At December 31, 2006, we had $1.8 million available in unrestricted cash outside of the
insurance company subsidiaries, which was used in January 2007 to pay a scheduled quarterly payment
of principal and interest on our notes payable to banks. Future debt payments will require
additional unrestricted cash from the sources described in the next paragraph.
We are part of an insurance holding company system with substantially all of our operations
conducted by our insurance company subsidiaries. Accordingly, the holding company will only
receive cash from operating activities as a result of investment income and the ultimate
liquidation of our foreclosed real estate held for sale. Cash could be also made available through
loans from financial institutions, the sale of common stock, and dividends from our insurance
company subsidiaries. In addition, as a result of our tax net operating loss carryforwards,
taxable income generated by the insurance company subsidiaries will provide cash to the holding
company through an intercompany tax allocation agreement through which the insurance company
subsidiaries reimburse the holding company for current tax benefits utilized through recognition of
the net operating loss carryforwards.
State insurance laws limit the amount of dividends that may be paid from the insurance company
subsidiaries. These limitations relate to statutory capital and surplus and net income. In
addition, the National Association of Insurance Commissioners Model Act for risk-based capital
(RBC) provides formulas to determine the amount of statutory capital and surplus that an
insurance company needs to ensure that it has an acceptable expectation of not becoming financially
impaired. A low RBC ratio would prevent an insurance company from paying dividends. Statutory
guidelines suggest that the insurance company subsidiaries should not exceed a ratio of net
premiums written to statutory capital and surplus of 3-to-1. We believe that the insurance company
subsidiaries have sufficient financial resources available to support their net premium writings in
both the short-term and the reasonably foreseeable future.
We believe that existing cash and investment balances, when combined with anticipated cash
flows generated from operations and dividends from our insurance company subsidiaries, will be
adequate to meet our expected liquidity needs in both the short-term and the reasonably foreseeable
future. Our growth strategy includes possible acquisitions. Any acquisitions or other unexpected
growth opportunities may require external financing, and we may from time to time seek to obtain
external financing. We cannot assure you that additional sources of financing will be available to
us or that any such financing would not negatively impact our results of operations.
Chicago Acquisition
In order to gain a presence in the market, on January 12, 2006, we acquired certain assets
(principally the trade names, customer lists and relationships and the lease rights to 72 retail
locations) of two non-standard automobile agencies under common control in Chicago, Illinois for
$30.0 million in cash. In addition, in accordance
11
with the terms of the acquisition, up to $4 million in additional consideration is due during
the first half of 2007 if certain financial targets are reached.
In connection with the acquisition, we concurrently entered into, and borrowed under, a credit
agreement with two banks consisting of a $5 million revolving facility and a $25 million term loan
facility, both maturing on June 30, 2010. Both facilities bear interest at LIBOR plus 175 basis
points per annum. We entered into an interest rate swap agreement on January 17, 2006 that fixed
the interest rate on the term loan facility at 6.63% through June 30, 2010. The term loan facility
is due in equal quarterly installments of $1.4 million, plus interest, beginning April 30, 2006 and
ending April 30, 2010 with a final payment of $1.4 million due on June 30, 2010. Both facilities
are secured by the common stock and certain assets of our non-regulated subsidiaries. The credit
agreement contains certain financial covenants. At December 31, 2006, the unpaid balance due under
the facilities was $25.8 million and we were in compliance with all such covenants.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, other than leases accounted for as operating leases
in accordance with generally accepted accounting principles, or financing activities with
special-purpose entities.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements made in the report, 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, or the negative of these terms,
and similar expressions. These statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements may include,
among other things:
|
|
|
statements and assumptions relating to future growth, income, income per share and
other financial performance measures, as well as managements short-term and long-term
performance goals; |
|
|
|
|
statements relating to the anticipated effects on results of operations or financial
condition from recent and expected developments or events; |
|
|
|
|
statements relating to our business and growth strategies; and |
|
|
|
|
any other statements or assumptions that are not historical facts. |
We believe that our expectations are based on reasonable assumptions. However, these
forward-looking statements involve known and unknown risks, uncertainties and other important
factors that could cause our actual results, performance or achievements, or industry results to
differ materially from our expectations of future results, performance or achievements expressed or
implied by these forward-looking statements. In addition, our past results of operations do not
necessarily indicate our future results. We discuss these and other uncertainties in the Business
Risk Factors section of the Annual Report on Form 10-K for the fiscal year ended June 30, 2006.
You should not place undue reliance on any forward-looking statements contained herein. These
statements speak only as of the date of this report. Except as otherwise required by applicable
laws, we undertake no obligation to publicly update or revise any forward-looking statements or the
risk factors described in this report, whether as a result of new information, future events,
changed circumstances or any other reason after the date of this report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have an exposure to interest rate risk relating to fixed maturity investments. Changes in
market interest rates directly impact the market value of our fixed maturity securities. Some fixed
maturity securities have call or prepayment options. This subjects us to reinvestment risk as
issuers may call their securities, which could result in us reinvesting the proceeds at lower
interest rates. We manage exposure to interest rate risks by adhering to specific guidelines in
connection with our investment portfolio. We invest primarily in municipal and corporate bonds and
collateralized mortgage obligations that have been rated A or better by Standard & Poors. At
December 31, 2006,
12
88.6% of our investment portfolio was invested in securities rated AA or better by Standard
& Poors, and 98.8% was invested in securities rated A or better by Standard & Poors. We have not
recognized any other than temporary losses on our investment portfolio. We also utilize the
services of a professional fixed income investment manager.
As of December 31, 2006, the impact of an immediate 100 basis point increase in market
interest rates on our fixed maturities portfolio would have resulted in an estimated decrease in
fair value of 3.7%, or approximately $6.3 million. Conversely, as of the same date, the impact of
an immediate 100 basis point decrease in market interest rates on our fixed maturities portfolio
would have resulted in an estimated increase in fair value of 3.9%, or approximately $6.6 million.
In connection with the January 12, 2006 Chicago acquisition, we entered into a new $30.0
million credit facility that includes a $25.0 million term loan facility and a $5.0 million
revolving facility. Although we have fixed the interest rate of the $25.0 million term loan
facility through an interest rate swap agreement, we have interest rate risk with respect to the
revolving facility, which bears interest at a floating rate of LIBOR plus 175 basis points per
annum. At December 31, 2006, $5.0 million was borrowed under the revolving facility.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Companys chief executive officer and chief financial officer have reviewed and evaluated
the effectiveness of the Companys disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or Exchange Act) as of
December 31, 2006. Based on that evaluation, the Companys chief executive officer and chief
financial officer have concluded that the Companys disclosure controls and procedures effectively
ensure that information required to be disclosed by the Company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commissions rules and forms.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there has been no change in the Companys internal
control over financial reporting that has materially affected or is reasonably likely to materially
affect the Companys internal control over financial reporting.
13
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Companys Annual Meeting of Stockholders held on November 9, 2006, the following
persons were elected to the Companys Board of Directors for a one-year term:
|
|
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|
|
|
|
|
|
|
|
Votes For |
|
Votes Withheld |
Rhodes R. Bobbitt |
|
|
40,251,984 |
|
|
|
23,608 |
|
Harvey B. Cash |
|
|
38,664,278 |
|
|
|
1,611,314 |
|
Donald J. Edwards |
|
|
38,676,156 |
|
|
|
1,599,436 |
|
Gerald J. Ford |
|
|
40,222,066 |
|
|
|
53,526 |
|
Stephen J. Harrison |
|
|
40,223,397 |
|
|
|
52,195 |
|
Thomas M. Harrison, Jr. |
|
|
40,219,997 |
|
|
|
55,595 |
|
Tom C. Nichols |
|
|
40,252,989 |
|
|
|
22,603 |
|
Lyndon L. Olson, Jr. |
|
|
40,252,989 |
|
|
|
22,603 |
|
William A. Shipp, Jr. |
|
|
40,252,989 |
|
|
|
22,603 |
|
The following proposal was also considered and approved at the Annual Meeting by the vote set
forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes Withheld |
|
|
Votes For |
|
Votes Against |
|
and Broker Non-Votes |
Ratification of the appointment of Ernst & Young, LLP as
the Companys independent auditors for fiscal 2007 |
|
|
40,261,972 |
|
|
|
8,187 |
|
|
|
5,433 |
|
Item 6. Exhibits
The following exhibits are attached to this report:
31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a). |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a). |
|
32.1 |
|
Chief Executive Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
32.2 |
|
Chief Financial Officers Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
14
SIGNATURES
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 thereunto duly authorized.
|
|
|
|
|
|
FIRST ACCEPTANCE CORPORATION
|
|
February 8, 2007 |
By: |
/s/ Stephen J. Harrison
|
|
|
|
Stephen J. Harrison |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
February 8, 2007 |
By: |
/s/ Edward L. Pierce
|
|
|
|
Edward L. Pierce |
|
|
|
Executive Vice President, Chief Financial Officer |
|
|
|
|
|
February 8, 2007 |
By: |
/s/ Kevin P. Cohn
|
|
|
|
Kevin P. Cohn |
|
|
|
Vice President, Chief Accounting Officer |
|
|
15