e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2010
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
of incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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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
(Registrants telephone number, including area code)
Not applicable
(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 has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller Reporting Company þ |
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(Do not check if a smaller reporting company) |
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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
At November 4, 2010, there were 48,509,258 shares outstanding of the registrants common stock, par
value $0.01 per share.
FIRST ACCEPTANCE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2010
INDEX
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PART I FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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1 |
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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |
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16 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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24 |
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Item 4. Controls and Procedures |
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27 |
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PART II OTHER INFORMATION |
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Item 6. Exhibits |
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28 |
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SIGNATURES |
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29 |
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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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September 30, |
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June 30, |
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2010 |
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2010 |
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(Unaudited) |
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ASSETS |
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Investments, available-for-sale at fair value (amortized cost
of $185,048 and $187,907, respectively) |
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$ |
197,511 |
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$ |
196,550 |
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Cash and cash equivalents |
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28,871 |
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26,184 |
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Premiums and fees receivable, net of allowance of $436 and $418 |
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44,665 |
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41,276 |
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Other assets |
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9,519 |
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8,733 |
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Property and equipment, net |
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3,155 |
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3,524 |
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Deferred acquisition costs |
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4,053 |
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3,623 |
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Goodwill |
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70,092 |
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70,092 |
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Identifiable intangible assets |
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6,360 |
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6,360 |
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TOTAL ASSETS |
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$ |
364,226 |
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$ |
356,342 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Loss and loss adjustment expense reserves |
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$ |
71,191 |
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$ |
73,198 |
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Unearned premiums and fees |
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55,011 |
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52,563 |
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Debentures payable |
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41,240 |
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41,240 |
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Other liabilities |
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15,190 |
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12,151 |
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Total liabilities |
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182,632 |
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179,152 |
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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, $.01 par value, 75,000 shares authorized;
48,509 shares issued and outstanding |
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485 |
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485 |
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Additional paid-in capital |
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466,023 |
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465,831 |
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Accumulated other comprehensive income |
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12,463 |
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8,643 |
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Accumulated deficit |
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(297,377 |
) |
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(297,769 |
) |
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Total stockholders equity |
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181,594 |
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177,190 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
364,226 |
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$ |
356,342 |
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See notes to consolidated financial statements.
1
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)
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Three Months Ended |
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September 30, |
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2010 |
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2009 |
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Revenues: |
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Premiums earned |
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$ |
43,934 |
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$ |
48,467 |
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Commission and fee income |
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7,276 |
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6,954 |
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Investment income |
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2,137 |
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1,913 |
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Net realized losses on investments,
available-for-sale |
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(224 |
) |
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(22 |
) |
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53,123 |
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57,312 |
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Costs and expenses: |
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Losses and loss adjustment expenses |
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32,057 |
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33,153 |
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Insurance operating expenses |
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18,508 |
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19,570 |
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Other operating expenses |
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387 |
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273 |
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Litigation settlement |
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(381 |
) |
Stock-based compensation |
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192 |
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383 |
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Depreciation and amortization |
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476 |
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464 |
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Interest expense |
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991 |
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989 |
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52,611 |
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54,451 |
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Income before income taxes |
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512 |
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2,861 |
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Provision for income taxes |
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120 |
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101 |
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Net income |
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$ |
392 |
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$ |
2,760 |
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Net income per share: |
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Basic and diluted |
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$ |
0.01 |
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$ |
0.06 |
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Number of shares used to calculate net income per
share: |
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Basic |
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48,037 |
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47,877 |
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Diluted |
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48,509 |
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48,308 |
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Reconciliation of net income to comprehensive
income: |
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Net income |
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$ |
392 |
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$ |
2,760 |
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Net unrealized change in investments |
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3,820 |
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4,175 |
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Comprehensive income |
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$ |
4,212 |
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$ |
6,935 |
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Detail of net realized losses on investments, available-for-sale: |
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Net realized gains on sales |
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$ |
80 |
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$ |
299 |
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Unrealized losses on investments with other-than-temporary
impairment charges |
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(306 |
) |
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(321 |
) |
Non-credit portion included in comprehensive income |
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2 |
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Other-than-temporary impairment charges recognized in
income |
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(304 |
) |
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(321 |
) |
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Net realized losses on investments, available-for-sale |
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$ |
(224 |
) |
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$ |
(22 |
) |
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See notes to consolidated financial statements.
2
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
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Three Months Ended |
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September 30, |
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2010 |
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2009 |
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Cash flows from operating activities: |
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Net income |
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$ |
392 |
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$ |
2,760 |
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Adjustments to reconcile net income to cash provided by
(used in) operating activities: |
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Depreciation and amortization |
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476 |
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464 |
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Stock-based compensation |
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192 |
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383 |
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Other-than-temporary impairment on investment securities |
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304 |
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321 |
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Net realized gains on sales of investments |
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(80 |
) |
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(299 |
) |
Other |
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96 |
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127 |
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Change in: |
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Premiums and fees receivable |
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(3,371 |
) |
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(324 |
) |
Loss and loss adjustment expense reserves |
|
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(2,007 |
) |
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(2,237 |
) |
Unearned premiums and fees |
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|
2,448 |
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(742 |
) |
Litigation settlement |
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(33 |
) |
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1,480 |
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Other |
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1,875 |
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(4,383 |
) |
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Net cash provided by (used in) operating activities |
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292 |
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(2,450 |
) |
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Cash flows from investing activities: |
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Purchases of investments, available-for-sale |
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(1,875 |
) |
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(51,298 |
) |
Maturities and paydowns of investments, available-for-sale |
|
|
3,650 |
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2,452 |
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Sales of investments, available-for-sale |
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|
749 |
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11,545 |
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Capital expenditures |
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(110 |
) |
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(149 |
) |
Other |
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(21 |
) |
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Net cash provided by (used in) investing activities |
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2,414 |
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(37,471 |
) |
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Cash flows from financing activities: |
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Payments on borrowings |
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(19 |
) |
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|
(9 |
) |
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|
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Net cash used in financing activities |
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|
(19 |
) |
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|
(9 |
) |
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Net increase (decrease) in cash and cash equivalents |
|
|
2,687 |
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|
(39,930 |
) |
Cash and cash equivalents, beginning of period |
|
|
26,184 |
|
|
|
77,201 |
|
|
|
|
|
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|
Cash and cash equivalents, end of period |
|
$ |
28,871 |
|
|
$ |
37,271 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
3
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
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 U.S. generally accepted accounting principles 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, 2010.
2. Investments
Fair Value
Fair value is the price that would be received upon the sale of an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. The
Company holds available-for-sale investments, which are carried at fair value.
Fair value measurements are generally based upon observable and unobservable inputs.
Observable inputs are based on market data from independent sources, while unobservable inputs
reflect the Companys view of market assumptions in the absence of observable market information.
All assets and liabilities that are carried at fair value are classified and disclosed in one of
the following categories:
|
Level 1 |
|
Quoted prices in active markets for identical assets or liabilities. |
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Level 2 |
|
Quoted market prices for similar assets or liabilities in active
markets; quoted prices by independent pricing services for identical or similar
assets or liabilities in markets that are not active; and valuations, using models
or other valuation techniques, that use observable market data. All significant
inputs are observable, or derived from observable information in the marketplace, or
are supported by observable levels at which transactions are executed in the market
place. |
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|
Level 3 |
|
Instruments that use non-binding broker quotes or model driven
valuations that do not have observable market data. |
4
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents the fair-value measurements for each major category of assets that are
measured on a recurring basis (in thousands).
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Fair Value Measurements Using |
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Quoted Prices in |
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Active Markets for |
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Significant Other |
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Significant |
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Identical Assets |
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Observable Inputs |
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|
Unobservable Inputs |
|
September 30, 2010 |
|
Total |
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|
(Level 1) |
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(Level 2) |
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(Level 3) |
|
Fixed maturities, available-for-sale: |
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|
|
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|
U.S. government and agencies |
|
$ |
29,844 |
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|
$ |
29,844 |
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|
$ |
|
|
|
$ |
|
|
State |
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|
7,873 |
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|
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|
7,873 |
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|
|
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|
Political subdivisions |
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|
1,845 |
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|
|
|
|
|
1,845 |
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|
|
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|
Revenue and assessment |
|
|
29,718 |
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|
|
|
|
|
|
29,718 |
|
|
|
|
|
Corporate bonds |
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|
80,064 |
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|
|
|
|
|
|
80,064 |
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|
|
|
|
Collateralized mortgage obligations: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency backed |
|
|
26,448 |
|
|
|
|
|
|
|
26,448 |
|
|
|
|
|
Non-agency backed residential |
|
|
6,553 |
|
|
|
|
|
|
|
6,553 |
|
|
|
|
|
Non-agency backed commercial |
|
|
7,069 |
|
|
|
|
|
|
|
7,069 |
|
|
|
|
|
Redeemable preferred stock |
|
|
176 |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities, available-for-sale |
|
|
189,590 |
|
|
|
30,020 |
|
|
|
159,570 |
|
|
|
|
|
Investment in mutual fund,
available-for-sale |
|
|
7,921 |
|
|
|
7,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments, available-for-sale |
|
|
197,511 |
|
|
|
37,941 |
|
|
|
159,570 |
|
|
|
|
|
Cash and cash equivalents |
|
|
28,871 |
|
|
|
28,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
226,382 |
|
|
$ |
66,812 |
|
|
$ |
159,570 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
June 30, 2010 |
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Fixed maturities, available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agencies |
|
$ |
29,499 |
|
|
$ |
29,499 |
|
|
$ |
|
|
|
$ |
|
|
State |
|
|
7,848 |
|
|
|
|
|
|
|
7,848 |
|
|
|
|
|
Political subdivisions |
|
|
1,830 |
|
|
|
|
|
|
|
1,830 |
|
|
|
|
|
Revenue and assessment |
|
|
29,286 |
|
|
|
|
|
|
|
29,286 |
|
|
|
|
|
Corporate bonds |
|
|
78,803 |
|
|
|
|
|
|
|
78,803 |
|
|
|
|
|
Collateralized mortgage obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency backed |
|
|
28,036 |
|
|
|
|
|
|
|
28,036 |
|
|
|
|
|
Non-agency backed residential |
|
|
6,612 |
|
|
|
|
|
|
|
6,612 |
|
|
|
|
|
Non-agency backed commercial |
|
|
7,180 |
|
|
|
|
|
|
|
7,180 |
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities, available-for-sale |
|
|
189,094 |
|
|
|
29,499 |
|
|
|
159,595 |
|
|
|
|
|
Investment in mutual fund,
available-for-sale |
|
|
7,456 |
|
|
|
7,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments, available-for-sale |
|
|
196,550 |
|
|
|
36,955 |
|
|
|
159,595 |
|
|
|
|
|
Cash and cash equivalents |
|
|
26,184 |
|
|
|
26,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
222,734 |
|
|
$ |
63,139 |
|
|
$ |
159,595 |
|
|
$ |
|
|
|
|
|
|
|
|
5
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The fair values of the Companys investments are determined by management after taking into
consideration available sources of data. All of the portfolio valuations classified as Level 1 or
Level 2 in the above tables are priced exclusively by utilizing the services of independent pricing
sources using observable market data. The Level 2 classified security valuations are obtained from
a single independent pricing service. There were no transfers between Level 1 and Level 2 for the
three months ended September 30, 2010 and 2009. The Companys policy is to recognize transfers
between levels at the end of the reporting period. The Company has not made any adjustments to the
prices obtained from the independent pricing sources.
The Company has reviewed the pricing techniques and methodologies of the independent pricing
sources and believes that their policies adequately consider market activity, either based on
specific transactions for the security valued or based on modeling of securities with similar
credit quality, duration, yield and structure that were recently traded. The Company monitored
security-specific valuation trends and discussed material changes or the absence of expected
changes with the pricing source to understand the underlying factors and inputs and to validate the
reasonableness of the pricing.
Based on the above categorization, there were no Level 3 classified security valuations at
June 30, 2010 and September 30, 2010. The following table represents the quantitative disclosure
for those assets classified as Level 3 during the three months ended September 30, 2009 (in
thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
Significant Unobservable Inputs (Level 3) |
|
|
|
Collateralized mortgage obligations |
|
|
|
|
|
|
Non-agency |
|
|
Non-agency |
|
|
|
|
|
|
backed |
|
|
backed |
|
|
|
|
Three Months Ended September 30, 2009: |
|
residential |
|
|
commercial |
|
|
Total |
|
Balance at July 1, 2009 |
|
$ |
1,930 |
|
|
$ |
707 |
|
|
$ |
2,637 |
|
Total gains or losses (realized or
unrealized): |
|
|
|
|
|
|
|
|
|
|
|
|
Included in net income |
|
|
22 |
|
|
|
|
|
|
|
22 |
|
Included in other comprehensive
income |
|
|
182 |
|
|
|
81 |
|
|
|
263 |
|
Sales |
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
Transfers into Level 3 |
|
|
2,390 |
|
|
|
|
|
|
|
2,390 |
|
Transfers out of Level 3 |
|
|
(1,228 |
) |
|
|
(788 |
) |
|
|
(2,016 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2009 |
|
$ |
3,294 |
|
|
$ |
|
|
|
$ |
3,294 |
|
|
|
|
|
|
|
|
|
|
|
Investment Income and Net Realized Gains and Losses
The major categories of investment income follow (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Fixed maturities, available-for-sale |
|
$ |
2,124 |
|
|
$ |
2,029 |
|
Investment in mutual fund, available-for-sale |
|
|
145 |
|
|
|
|
|
Cash and cash equivalents |
|
|
4 |
|
|
|
19 |
|
Other |
|
|
29 |
|
|
|
29 |
|
Investment expenses |
|
|
(165 |
) |
|
|
(164 |
) |
|
|
|
|
|
|
|
|
|
$ |
2,137 |
|
|
$ |
1,913 |
|
|
|
|
|
|
|
|
6
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The components of net realized losses on investments, available-for-sale are as follows (in
thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Gains |
|
$ |
81 |
|
|
$ |
303 |
|
Losses |
|
|
(1 |
) |
|
|
(4 |
) |
Other-than-temporary impairment |
|
|
(304 |
) |
|
|
(321 |
) |
|
|
|
|
|
|
|
|
|
$ |
(224 |
) |
|
$ |
(22 |
) |
|
|
|
|
|
|
|
Realized gains and losses on sales of securities are computed based on specific
identification. The non-credit related portion of other-than-temporary impairment (OTTI) charges
is included in other comprehensive income. At September 30, 2010, the amounts of such charges taken
for securities still owned was $0.4 million for non-agency backed residential collateralized
mortgage obligations (CMOs). At June 30, 2010, the amount of such charges taken for securities
still owned was $0.6 million for non-agency backed residential CMOs and $0.3 million for non-agency
backed commercial CMOs.
Investments, Available-for-Sale
The following tables summarize the Companys investment securities (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Gross Unrealized |
|
|
Gross Unrealized |
|
|
Fair |
|
September 30, 2010 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
U.S. government and agencies |
|
$ |
28,246 |
|
|
$ |
1,598 |
|
|
$ |
|
|
|
$ |
29,844 |
|
State |
|
|
7,437 |
|
|
|
436 |
|
|
|
|
|
|
|
7,873 |
|
Political subdivisions |
|
|
1,793 |
|
|
|
52 |
|
|
|
|
|
|
|
1,845 |
|
Revenue and assessment |
|
|
27,980 |
|
|
|
1,754 |
|
|
|
(16 |
) |
|
|
29,718 |
|
Corporate bonds |
|
|
73,667 |
|
|
|
6,553 |
|
|
|
(156 |
) |
|
|
80,064 |
|
Collateralized mortgage obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency backed |
|
|
24,655 |
|
|
|
1,793 |
|
|
|
|
|
|
|
26,448 |
|
Non-agency backed residential |
|
|
6,720 |
|
|
|
187 |
|
|
|
(354 |
) |
|
|
6,553 |
|
Non-agency backed commercial |
|
|
6,874 |
|
|
|
243 |
|
|
|
(48 |
) |
|
|
7,069 |
|
Redeemable preferred stock |
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities, available-for-sale |
|
|
177,548 |
|
|
|
12,616 |
|
|
|
(574 |
) |
|
|
189,590 |
|
Investment in mutual fund,
available-for-sale |
|
|
7,500 |
|
|
|
421 |
|
|
|
|
|
|
|
7,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
185,048 |
|
|
$ |
13,037 |
|
|
$ |
(574 |
) |
|
$ |
197,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Gross Unrealized |
|
|
Gross Unrealized |
|
|
Fair |
|
June 30, 2010 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
U.S. government and agencies |
|
$ |
28,263 |
|
|
$ |
1,236 |
|
|
$ |
|
|
|
$ |
29,499 |
|
State |
|
|
7,461 |
|
|
|
387 |
|
|
|
|
|
|
|
7,848 |
|
Political subdivisions |
|
|
1,792 |
|
|
|
52 |
|
|
|
(14 |
) |
|
|
1,830 |
|
Revenue and assessment |
|
|
28,209 |
|
|
|
1,217 |
|
|
|
(140 |
) |
|
|
29,286 |
|
Corporate bonds |
|
|
73,868 |
|
|
|
5,181 |
|
|
|
(246 |
) |
|
|
78,803 |
|
Collateralized mortgage obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency backed |
|
|
26,262 |
|
|
|
1,774 |
|
|
|
|
|
|
|
28,036 |
|
Non-agency backed residential |
|
|
7,189 |
|
|
|
56 |
|
|
|
(633 |
) |
|
|
6,612 |
|
Non-agency backed commercial |
|
|
7,363 |
|
|
|
158 |
|
|
|
(341 |
) |
|
|
7,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities, available-for-sale |
|
|
180,407 |
|
|
|
10,061 |
|
|
|
(1,374 |
) |
|
|
189,094 |
|
Investment in mutual fund,
available-for-sale |
|
|
7,500 |
|
|
|
|
|
|
|
(44 |
) |
|
|
7,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
187,907 |
|
|
$ |
10,061 |
|
|
$ |
(1,418 |
) |
|
$ |
196,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following tables set forth the scheduled maturities of the Companys fixed maturity
securities based on their fair values (in thousands). Actual maturities may differ from contractual
maturities because certain securities may be called or prepaid by the issuers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities with No |
|
|
All |
|
|
|
Securities with |
|
|
Securities with |
|
|
Unrealized Gains or |
|
|
Fixed Maturity |
|
September 30, 2010 |
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Losses |
|
|
Securities |
|
One year or less |
|
$ |
12,403 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
12,403 |
|
After one through five years |
|
|
79,085 |
|
|
|
150 |
|
|
|
|
|
|
|
79,235 |
|
After five through ten years |
|
|
40,895 |
|
|
|
|
|
|
|
|
|
|
|
40,895 |
|
After ten years |
|
|
14,211 |
|
|
|
2,776 |
|
|
|
|
|
|
|
16,987 |
|
No single maturity date |
|
|
36,533 |
|
|
|
3,194 |
|
|
|
343 |
|
|
|
40,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
183,127 |
|
|
$ |
6,120 |
|
|
$ |
343 |
|
|
$ |
189,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities with No |
|
|
All |
|
|
|
Securities with |
|
|
Securities with |
|
|
Unrealized Gains or |
|
|
Fixed Maturity |
|
June 30, 2010 |
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Losses |
|
|
Securities |
|
One year or less |
|
$ |
9,137 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
9,137 |
|
After one through five years |
|
|
82,250 |
|
|
|
642 |
|
|
|
|
|
|
|
82,892 |
|
After five through ten years |
|
|
39,567 |
|
|
|
|
|
|
|
|
|
|
|
39,567 |
|
After ten years |
|
|
8,607 |
|
|
|
7,063 |
|
|
|
|
|
|
|
15,670 |
|
No single maturity date |
|
|
33,676 |
|
|
|
8,085 |
|
|
|
67 |
|
|
|
41,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
173,237 |
|
|
$ |
15,790 |
|
|
$ |
67 |
|
|
$ |
189,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table reflects the number of securities with gross unrealized gains and losses.
Gross unrealized losses are further segregated by the length of time that individual securities
have been in a continuous unrealized loss position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Unrealized Losses |
|
|
|
|
|
|
Less than or equal |
|
|
Greater than 12 |
|
|
Gross Unrealized |
|
At: |
|
to 12 months |
|
|
months |
|
|
Gains |
|
September 30, 2010 |
|
|
3 |
|
|
|
7 |
|
|
|
164 |
|
June 30, 2010 |
|
|
6 |
|
|
|
18 |
|
|
|
153 |
|
8
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following tables reflect the fair value and gross unrealized losses of those
securities in a continuous unrealized loss position for greater than 12 months. Gross unrealized
losses are further segregated by the percentage of amortized cost (in thousands, except number of
securities).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
Gross |
|
Gross Unrealized Losses |
|
of |
|
|
Fair |
|
|
Unrealized |
|
at September 30, 2010: |
|
Securities |
|
|
Value |
|
|
Losses |
|
Less than 10% |
|
|
4 |
|
|
$ |
4,146 |
|
|
$ |
(222 |
) |
Greater than 10% |
|
|
3 |
|
|
|
887 |
|
|
|
(330 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
$ |
5,033 |
|
|
$ |
(552 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
Gross |
|
Gross Unrealized Losses |
|
of |
|
|
Fair |
|
|
Unrealized |
|
at June 30, 2010: |
|
Securities |
|
|
Value |
|
|
Losses |
|
Less than 10% |
|
|
11 |
|
|
$ |
7,931 |
|
|
$ |
(276 |
) |
Greater than 10% |
|
|
7 |
|
|
|
3,366 |
|
|
|
(965 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
$ |
11,297 |
|
|
$ |
(1,241 |
) |
|
|
|
|
|
|
|
|
|
|
The following tables set forth the amount of gross unrealized losses by current severity (as
compared to amortized cost) and length of time that individual securities have been in a continuous
unrealized loss position (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of |
|
|
|
|
|
|
|
|
|
|
Securities with |
|
|
|
|
|
|
Severity of Gross Unrealized Losses |
|
Length of |
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Greater |
|
Gross Unrealized Losses |
|
Unrealized |
|
|
Unrealized |
|
|
Less |
|
|
5% to |
|
|
than |
|
at September 30, 2010: |
|
Losses |
|
|
Losses |
|
|
than 5% |
|
|
10% |
|
|
10% |
|
Less than or equal to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months |
|
$ |
937 |
|
|
$ |
(17 |
) |
|
$ |
(17 |
) |
|
$ |
|
|
|
$ |
|
|
Six months |
|
|
1 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Nine months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months |
|
|
149 |
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
Greater than twelve months |
|
|
5,033 |
|
|
|
(552 |
) |
|
|
(19 |
) |
|
|
(203 |
) |
|
|
(330 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,120 |
|
|
$ |
(574 |
) |
|
$ |
(39 |
) |
|
$ |
(203 |
) |
|
$ |
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of |
|
|
|
|
|
|
|
|
|
|
Securities with |
|
|
|
|
|
|
Severity of Gross Unrealized Losses |
|
Length of |
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Greater |
|
Gross Unrealized Losses |
|
Unrealized |
|
|
Unrealized |
|
|
Less |
|
|
5% to |
|
|
than |
|
at June 30, 2010: |
|
Losses |
|
|
Losses |
|
|
than 5% |
|
|
10% |
|
|
10% |
|
Less than or equal to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months |
|
$ |
11,291 |
|
|
$ |
(170 |
) |
|
$ |
(145 |
) |
|
$ |
(25 |
) |
|
$ |
|
|
Six months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months |
|
|
152 |
|
|
|
(2 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
Twelve months |
|
|
505 |
|
|
|
(5 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
Greater than twelve months |
|
|
11,297 |
|
|
|
(1,241 |
) |
|
|
(153 |
) |
|
|
(123 |
) |
|
|
(965 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
23,245 |
|
|
$ |
(1,418 |
) |
|
$ |
(305 |
) |
|
$ |
(148 |
) |
|
$ |
(965 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Other-Than-Temporary Impairment
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 320-10-65, Recognition and Presentation of Other-Than-Temporary Impairments
(FASB ASC 320-10-65), the Company separates OTTI into the following two components: (i) the
amount related to credit losses, which is recognized in the consolidated statement of operations
and (ii) the amount related to all other factors, which is recorded in other comprehensive income.
The credit-related portion of an OTTI is measured by comparing a securitys amortized cost to the
present value of its current expected cash flows discounted at its effective yield prior to the
impairment charge.
The determination of whether unrealized losses are other-than-temporary requires judgment
based on subjective as well as objective factors. The Company routinely monitors its investment
portfolio for changes in fair value that might indicate potential impairments and performs detailed
reviews on such securities. Changes in fair value are evaluated to determine the extent to which
such changes are attributable to (i) fundamental factors specific to the issuer or (ii)
market-related factors such as interest rates or sector declines.
Securities with declines attributable to issuer-specific fundamentals are reviewed to identify
all available evidence to estimate the potential for impairment. Resources used include historical
financial data included in filings with the SEC for corporate bonds and performance data regarding
the underlying loans for CMOs. Securities with declines attributable solely to market or sector
declines where the Company does not intend to sell the security and it is more likely than not that
the Company will not be required to sell the security before the full recovery of its amortized
cost basis are not deemed to be other-than-temporary.
The issuer-specific factors considered in reaching the conclusion that securities with
declines are not other-than-temporary include (i) the extent and duration of the decline in fair
value, including the duration of any significant decline in value, (ii) whether the security is
current as to payments of principal and interest, (iii) a valuation of any underlying collateral,
(iv) current and future conditions and trends for both the business and its industry, (v) changes
in cash flow assumptions for CMOs and (vi) rating agency actions. Based on these factors, the
Company makes a determination as to the probability of recovering principal and interest on the
security.
The number and amount of securities for which the Company has recognized OTTI charges in net
income are presented in the following tables (in thousands, except for the number of securities).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
Number |
|
|
|
|
|
|
Number |
|
|
|
|
|
|
of |
|
|
|
|
|
|
of |
|
|
|
|
|
|
Securities |
|
|
OTTI |
|
|
Securities |
|
|
OTTI |
|
Collateralized mortgage obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-agency backed residential |
|
|
4 |
|
|
$ |
(36 |
) |
|
|
3 |
|
|
$ |
(321 |
) |
Non-agency backed commercial |
|
|
3 |
|
|
|
(270 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
(306 |
) |
|
|
3 |
|
|
|
(321 |
) |
Portion of
loss recognized in accumulated other comprehensive income |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net OTTI recognized in net income |
|
|
|
|
|
$ |
(304 |
) |
|
|
|
|
|
$ |
(321 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Since the adoption of FASB ASC 320-10-65, the following is a progression of the credit-related
portion of OTTI on investments owned at September 30, 2010 and 2009 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Beginning balance |
|
$ |
(3,301 |
) |
|
$ |
(2,870 |
) |
Additional credit impairments on: |
|
|
|
|
|
|
|
|
Previously impaired securities |
|
|
(304 |
) |
|
|
(49 |
) |
Securities without previous impairments |
|
|
|
|
|
|
(272 |
) |
|
|
|
|
|
|
|
|
|
|
(304 |
) |
|
|
(321 |
) |
Reductions for securities sold |
|
|
|
|
|
|
552 |
|
|
|
|
|
|
|
|
|
|
$ |
(3,605 |
) |
|
$ |
(2,639 |
) |
|
|
|
|
|
|
|
On a quarterly basis, the Company reviews cash flow estimates for certain non-agency backed
CMOs of lesser credit quality following the guidance of FASB ASC 325-40-65, Amendments to the
Impairment Guidance of EITF Issue No. 99-20 (FASB ASC 325-40-65). Accordingly, when changes in
estimated cash flows from the cash flows previously estimated occur due to actual or estimated
prepayment or credit loss experience, and the present value of the revised cash flows is less than
the present value previously estimated, OTTI is deemed to have occurred. For non-agency backed CMOs
not subject to FASB ASC 325-40-65, the Company reviews quarterly projected cash flow analyses and
recognizes OTTI when it determines that a loss is probable. The Company has recognized OTTI related
to certain non-agency backed CMOs as the underlying cash flows have been adversely impacted due to
a reduction in prepayments from mortgage refinancing and an increase in actual and projected
delinquencies in the underlying mortgages.
The Companys review of non-agency backed CMOs included an analysis of available information
such as collateral quality, anticipated cash flows, credit enhancements, default rates, loss
severities, the securities relative position in their respective capital structures, and credit
ratings from statistical rating agencies. The Company reviews quarterly projected cash flow
analyses for each security utilizing current assumptions regarding (i) actual and anticipated
delinquencies, (ii) delinquency transition-to-default rates and (iii) loss severities. Based on its
quarterly reviews, the Company determined that there had not been an adverse change in projected
cash flows, except in the case of those securities for which OTTI charges have been recorded. The
Company believes that the unrealized losses on the remaining securities for which OTTI charges have
not been recorded are not necessarily predictive of the ultimate performance of the underlying
collateral. The Company does not intend to sell these securities and it is more likely than not
that the Company will not be required to sell these securities before the recovery of their
amortized cost basis.
The Company believes that the remaining securities having unrealized losses at September 30,
2010 were not other-than-temporarily impaired. The Company also does not intend to sell any of
these securities and it is more likely than not that the Company will not be required to sell any
of these securities before the recovery of their amortized cost basis.
11
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
3. Net Income Per Share
The following table sets forth the computation of basic and diluted net income per share (in
thousands, except per share data).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Net income |
|
$ |
392 |
|
|
$ |
2,760 |
|
|
|
|
|
|
|
|
Weighted average common basic shares |
|
|
48,037 |
|
|
|
47,877 |
|
Effect of dilutive securities |
|
|
472 |
|
|
|
431 |
|
|
|
|
|
|
|
|
Weighted average common dilutive shares |
|
|
48,509 |
|
|
|
48,308 |
|
|
|
|
|
|
|
|
Basic and diluted net income per share |
|
$ |
0.01 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
For the three months ended September 30, 2010 and 2009, the computations of diluted net income
per share include shares of unvested restricted common stock of 0.5 million and 0.4 million,
respectively. Options to purchase approximately 4.6 million shares and 5.3 million shares for the
three months ended September 30, 2010 and 2009, respectively, were not included in the computation
of diluted net income per share as their exercise prices were in excess of the average stock prices
for the periods presented.
4. Income Taxes
The provision for income taxes consisted of the following (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Federal: |
|
|
|
|
|
|
|
|
Current |
|
$ |
|
|
|
$ |
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State: |
|
|
|
|
|
|
|
|
Current |
|
|
120 |
|
|
|
101 |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
$ |
120 |
|
|
$ |
101 |
|
|
|
|
|
|
|
|
12
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The provision for income taxes differs from the amounts computed by applying the statutory
federal corporate tax rate of 35% to income before income taxes as a result of the following (in
thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Provision for income taxes at statutory rate |
|
$ |
179 |
|
|
$ |
1,001 |
|
Tax effect of: |
|
|
|
|
|
|
|
|
Tax-exempt investment income |
|
|
(4 |
) |
|
|
(4 |
) |
Change in the beginning of the year balance of
the valuation allowance for deferred tax
assets allocated to income taxes |
|
|
(180 |
) |
|
|
(1,000 |
) |
Restricted stock |
|
|
1 |
|
|
|
|
|
State income taxes, net of federal income tax
benefit and valuation allowance |
|
|
120 |
|
|
|
101 |
|
Other |
|
|
4 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
$ |
120 |
|
|
$ |
101 |
|
|
|
|
|
|
|
|
The Company had a valuation allowance of $15.5 million and $16.9 million at September 30, 2010
and June 30, 2010, respectively, to reduce deferred tax assets to the amount that is more likely
than not to be realized, which included all net deferred tax assets at September 30, 2010 and June
30, 2010. The change in the total valuation allowance for the three months ended September 30, 2010
was a decrease of $1.4 million. For the three months ended September 30, 2010, the change in the
valuation allowance primarily included the unrealized change on investments of $1.3 million
included in other comprehensive income.
In assessing the realization of deferred tax assets, management considered whether it was more
likely than not that some portion or all of the deferred tax assets will not be realized. The
Company is required to assess whether a valuation allowance should be established against the
Companys deferred tax assets based on the consideration of all available evidence using a more
likely than not standard. In making such judgments, significant weight is given to evidence that
can be objectively verified. In assessing the Companys ability to support the realizability of its
deferred tax assets, management considered both positive and negative evidence. The Company placed
greater weight on historical results than on the Companys outlook for future profitability and
established a deferred tax valuation allowance against all net deferred tax assets at September 30,
2010 and June 30, 2010. The deferred tax valuation allowance may be adjusted in future periods if
management determines that it is more likely than not that some portion or all of the deferred tax
assets will be realized. In the event the deferred tax valuation allowance is adjusted, the Company
would record an income tax benefit for the adjustment.
5. Goodwill and Identifiable Intangible Assets
Goodwill and other identifiable intangible assets are attributable to the Companys insurance
operations and were initially recorded at their estimated fair values at the date of acquisition.
Goodwill and other intangible assets, primarily comprised of trade names, having an indefinite
useful life are not amortized for financial statement purposes. The Company performs required
annual impairment tests of its goodwill and intangible assets as of the last day of the fourth
quarter of each fiscal year. In the event that facts and circumstances indicate that the goodwill
and other identifiable intangible assets may be impaired, an interim impairment test would be
required.
The goodwill impairment test is a two-step process that requires management to make judgments
in determining what assumptions to use in the calculation. The first step of the process consists
of estimating the fair value of each reporting unit based on valuation techniques, including a
discounted cash flow model using revenue and profit forecasts, and comparing those estimated fair
values with the carrying values of those assets and liabilities, which includes the allocated
goodwill. If the estimated fair value is less than the carrying value, a second step is performed
to compute the amount of the impairment, if any, by determining an implied fair value of
goodwill. The determination of the implied fair value of goodwill of a reporting unit requires
the Company to allocate the estimated fair value of the reporting unit to the assets and
liabilities of the reporting unit. Any unallocated fair value represents the implied fair value
of goodwill, which is compared to its corresponding carrying value.
13
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The Companys evaluation includes multiple assumptions, including estimated discounted cash
flows and other estimates that may change over time. If future discounted cash flows become less
than those projected by the Company, impairment charges may become necessary that could have a
materially adverse impact on the Companys results of operations and financial condition. As quoted
market prices in active stock markets are relevant evidence of fair value, a significant decline in
the Companys common stock trading price may indicate an impairment of goodwill.
6. Fair Value of Financial Instruments
The carrying values and fair values of certain of the Companys financial instruments at
September 30, 2010 and June 30, 2010 were as follows (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
|
June 30, 2010 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
|
Value |
|
|
Value |
|
|
Value |
|
|
Value |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, available-for-sale |
|
$ |
197,511 |
|
|
$ |
197,511 |
|
|
$ |
196,550 |
|
|
$ |
196,550 |
|
Cash and cash equivalents |
|
|
28,871 |
|
|
|
28,871 |
|
|
|
26,184 |
|
|
|
26,184 |
|
Premiums and fees receivable, net |
|
|
44,665 |
|
|
|
44,665 |
|
|
|
41,276 |
|
|
|
41,276 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures payable |
|
|
41,240 |
|
|
|
19,104 |
|
|
|
41,240 |
|
|
|
19,701 |
|
The fair values as presented represent the Companys best estimates and may not be
substantiated by comparisons to independent markets. The fair value of the debentures payable was
based on current market rates offered for debt with similar risks and maturities. Certain financial
instruments and all non-financial instruments are not required to be disclosed. Therefore, the
aggregate fair values presented in the table do not purport to represent the Companys underlying
value.
14
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
7. Segment Information
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 the 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 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Revenues: |
|
|
|
|
|
|
|
|
Insurance |
|
$ |
53,093 |
|
|
$ |
57,283 |
|
Real estate and corporate |
|
|
30 |
|
|
|
29 |
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
53,123 |
|
|
$ |
57,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes: |
|
|
|
|
|
|
|
|
Insurance |
|
$ |
2,051 |
|
|
$ |
4,476 |
|
Real estate and corporate |
|
|
(1,539 |
) |
|
|
(1,615 |
) |
|
|
|
|
|
|
|
Consolidated total |
|
$ |
512 |
|
|
$ |
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2010 |
|
Total assets: |
|
|
|
|
|
|
|
|
Insurance |
|
$ |
351,036 |
|
|
$ |
343,499 |
|
Real estate and corporate |
|
|
13,190 |
|
|
|
12,843 |
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
364,226 |
|
|
$ |
356,342 |
|
|
|
|
|
|
|
|
8. Recent Accounting Pronouncements
In December 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-17,
Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (Topic
810) (FASB ASU No. 2009-17), which amends FASB ASC 810-10, Variable Interest Entities. FASB ASU
No. 2009-17 amends the evaluation criteria to identify the primary beneficiary of a variable
interest entity and requires ongoing reassessment of whether an enterprise is the primary
beneficiary of the variable interest entity. The Company adopted the provisions of FASB ASU No.
2009-17 in the quarter ended September 30, 2010. The adoption did not have an impact on the
Companys results of operations or financial condition.
In October 2010, the FASB issued ASU No. 2010-26, Accounting for Costs Associated with
Acquiring or
Renewing Insurance Contracts (a consensus of the FASB Emerging Issues Task Force) (Topic 944)
(FASB ASU No. 2010-26), which amends FASB ASC 944-340, Other Assets and Deferred Costs. FASB ASU
No. 2010-26 clarifies what costs should be deferred by insurance companies when issuing or renewing
insurance contracts. FASB ASU 2010-26 is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2011. The Company is currently evaluating
the impact that the adoption of FASB ASU 2010-26 will have on future consolidated financial
statements.
15
FIRST ACCEPTANCE CORPORATION 10-Q
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations contains
forward-looking statements which involve risks and uncertainties. Our 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 our Annual Report on
Form 10-K for the fiscal year ended June 30, 2010. The following discussion should be read in
conjunction with our 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, 2010 included in our Annual
Report on Form 10-K.
General
At September 30, 2010, we leased and operated 393 retail locations (or stores) staffed by
employee-agents who primarily sell non-standard personal automobile insurance products underwritten
by us as well as certain commissionable ancillary products. In certain states, our employee-agents
also sell other complementary insurance products underwritten by us. At September 30, 2010, 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, 2010 for additional information with respect to our business.
The following table shows the number of our retail locations. Retail location counts are based
upon the date that a location commenced or ceased writing business.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Retail locations beginning of period |
|
|
394 |
|
|
|
418 |
|
Opened |
|
|
|
|
|
|
|
|
Closed |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
Retail locations end of period |
|
|
393 |
|
|
|
415 |
|
|
|
|
|
|
|
|
The following tables show the number of our retail locations by state.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Alabama |
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
Florida |
|
|
31 |
|
|
|
36 |
|
|
|
31 |
|
|
|
39 |
|
Georgia |
|
|
60 |
|
|
|
61 |
|
|
|
60 |
|
|
|
61 |
|
Illinois |
|
|
74 |
|
|
|
78 |
|
|
|
74 |
|
|
|
78 |
|
Indiana |
|
|
17 |
|
|
|
18 |
|
|
|
17 |
|
|
|
18 |
|
Mississippi |
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
Missouri |
|
|
12 |
|
|
|
12 |
|
|
|
12 |
|
|
|
12 |
|
Ohio |
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
Pennsylvania |
|
|
16 |
|
|
|
17 |
|
|
|
16 |
|
|
|
17 |
|
South Carolina |
|
|
26 |
|
|
|
27 |
|
|
|
26 |
|
|
|
27 |
|
Tennessee |
|
|
19 |
|
|
|
20 |
|
|
|
19 |
|
|
|
20 |
|
Texas |
|
|
78 |
|
|
|
86 |
|
|
|
79 |
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
393 |
|
|
|
415 |
|
|
|
394 |
|
|
|
418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
FIRST ACCEPTANCE CORPORATION 10-Q
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 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 revenues are primarily generated from:
|
|
|
premiums earned, including policy and renewal fees, from sales of policies
written and assumed by our insurance company subsidiaries; |
|
|
|
|
commission and fee income, including installment billing fees on policies
written, agency fees and commissions and fees for other ancillary products and
services; and |
|
|
|
|
investment income earned on the invested assets of the insurance company
subsidiaries. |
The following table presents premiums earned by state (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Premiums earned: |
|
|
|
|
|
|
|
|
Georgia |
|
$ |
9,591 |
|
|
$ |
10,902 |
|
Texas |
|
|
5,910 |
|
|
|
5,912 |
|
Illinois |
|
|
5,806 |
|
|
|
6,331 |
|
Florida |
|
|
4,818 |
|
|
|
5,261 |
|
Alabama |
|
|
4,386 |
|
|
|
5,210 |
|
Ohio |
|
|
3,224 |
|
|
|
2,952 |
|
Tennessee |
|
|
2,714 |
|
|
|
3,104 |
|
South Carolina |
|
|
2,500 |
|
|
|
3,138 |
|
Pennsylvania |
|
|
2,416 |
|
|
|
2,819 |
|
Indiana |
|
|
1,145 |
|
|
|
1,221 |
|
Missouri |
|
|
738 |
|
|
|
827 |
|
Mississippi |
|
|
686 |
|
|
|
790 |
|
|
|
|
|
|
|
|
Total premiums earned |
|
$ |
43,934 |
|
|
$ |
48,467 |
|
|
|
|
|
|
|
|
The following table presents the change in the total number of policies in force for the
insurance operations. Policies in force increase as a result of new policies issued and decrease as
a result of policies that are canceled or expire and are not renewed.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Policies in force beginning of period |
|
|
154,655 |
|
|
|
158,222 |
|
Net decrease during period |
|
|
(4,480 |
) |
|
|
(5,356 |
) |
|
|
|
|
|
|
|
Policies in force end of period |
|
|
150,175 |
|
|
|
152,866 |
|
|
|
|
|
|
|
|
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.
17
FIRST ACCEPTANCE CORPORATION 10-Q
Expense Ratio Expense ratio is the ratio (expressed as a percentage) of insurance operating
expenses to premiums earned. Insurance operating expenses are reduced by commission and fee income
from insureds. This is a measurement that illustrates relative management efficiency in
administering our operations.
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 loss, expense and combined ratios for our insurance
operations.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Loss and loss adjustment expense |
|
|
73.0 |
% |
|
|
68.4 |
% |
Expense |
|
|
25.5 |
% |
|
|
26.0 |
% |
|
|
|
|
|
|
|
Combined |
|
|
98.5 |
% |
|
|
94.4 |
% |
|
|
|
|
|
|
|
The non-standard personal automobile insurance industry is cyclical in nature. Likewise,
adverse economic conditions impact our customers and many will choose to reduce their coverage or
go uninsured during a weak economy.
Investments
We use the services of an independent investment manager to manage our investment portfolio.
The investment manager conducts, in accordance with our investment policy, all of the investment
purchases and sales for our insurance company subsidiaries. Our investment policy has been
established by the Investment Committee of our Board of Directors and specifically addresses
overall investment goals and objectives, authorized investments, prohibited securities,
restrictions on sales by the investment manager and guidelines as to asset allocation, duration and
credit quality. Management and the Investment Committee meet regularly with our investment manager
to review the performance of the portfolio and compliance with our investment guidelines.
The invested assets of the insurance company subsidiaries consist substantially of marketable,
investment grade, U.S. government securities, municipal bonds, corporate bonds and collateralized
mortgage obligations (CMOs). We also invest a portion of the portfolio in certain securities
issued by political subdivisions, which 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 losses may occur from time to time as changes
are made to our holdings based upon changes in interest rates or the credit quality of specific
securities.
Our consolidated investment portfolio was $197.5 million at September 30, 2010 and consisted
of fixed maturity securities and an investment in a mutual fund, all carried at fair value with
unrealized gains and losses reported as a separate component of stockholders equity. At September
30, 2010, we had gross unrealized gains of $13.0 million and gross unrealized losses of $0.6
million.
At September 30, 2010, 95.2% of the fair value of our fixed maturity portfolio was rated
investment grade (a credit rating of AAA to BBB-) by nationally recognized rating organizations.
The average credit rating of our fixed maturity portfolio was AA- at September 30, 2010. Investment
grade securities generally bear lower yields and have lower degrees of risk than those that are
unrated or non-investment grade. We believe that a high quality investment portfolio is more likely
to generate a stable and predictable investment return.
Investments in CMOs had a fair value of $40.1 million at September 30, 2010 and represented
20% of our fixed maturity portfolio. At September 30, 2010, 88% of our CMOs were considered
investment grade by nationally recognized rating agencies. In addition, 81% of our CMOs were rated
AAA and 66% of our CMOs were backed by agencies of the United States government. Of the non-agency
backed CMOs, 43% were rated AAA.
18
FIRST ACCEPTANCE CORPORATION 10-Q
The following table summarizes our investment securities at September 30, 2010 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
September 30, 2010 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
U.S. government and agencies |
|
$ |
28,246 |
|
|
$ |
1,598 |
|
|
$ |
|
|
|
$ |
29,844 |
|
State |
|
|
7,437 |
|
|
|
436 |
|
|
|
|
|
|
|
7,873 |
|
Political subdivisions |
|
|
1,793 |
|
|
|
52 |
|
|
|
|
|
|
|
1,845 |
|
Revenue and assessment |
|
|
27,980 |
|
|
|
1,754 |
|
|
|
(16 |
) |
|
|
29,718 |
|
Corporate bonds |
|
|
73,667 |
|
|
|
6,553 |
|
|
|
(156 |
) |
|
|
80,064 |
|
Collateralized mortgage obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency backed |
|
|
24,655 |
|
|
|
1,793 |
|
|
|
|
|
|
|
26,448 |
|
Non-agency backed residential |
|
|
6,720 |
|
|
|
187 |
|
|
|
(354 |
) |
|
|
6,553 |
|
Non-agency backed commercial |
|
|
6,874 |
|
|
|
243 |
|
|
|
(48 |
) |
|
|
7,069 |
|
Redeemable preferred stock |
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities, available-for-sale |
|
|
177,548 |
|
|
|
12,616 |
|
|
|
(574 |
) |
|
|
189,590 |
|
Investment in mutual fund,
available-for-sale |
|
|
7,500 |
|
|
|
421 |
|
|
|
|
|
|
|
7,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
185,048 |
|
|
$ |
13,037 |
|
|
$ |
(574 |
) |
|
$ |
197,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the scheduled maturities of our fixed maturity securities at
September 30, 2010 based on their fair values (in thousands). Actual maturities may differ from
contractual maturities because certain securities may be called or prepaid by the issuers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
|
|
|
|
Securities |
|
|
Securities |
|
|
with No |
|
|
All |
|
|
|
with |
|
|
with |
|
|
Unrealized |
|
|
Fixed |
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Gains or |
|
|
Maturity |
|
|
|
Gains |
|
|
Losses |
|
|
Losses |
|
|
Securities |
|
One year or less |
|
$ |
12,403 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
12,403 |
|
After one through five years |
|
|
79,085 |
|
|
|
150 |
|
|
|
|
|
|
|
79,235 |
|
After five through ten years |
|
|
40,895 |
|
|
|
|
|
|
|
|
|
|
|
40,895 |
|
After ten years |
|
|
14,211 |
|
|
|
2,776 |
|
|
|
|
|
|
|
16,987 |
|
No single maturity date |
|
|
36,533 |
|
|
|
3,194 |
|
|
|
343 |
|
|
|
40,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
183,127 |
|
|
$ |
6,120 |
|
|
$ |
343 |
|
|
$ |
189,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other-Than-Temporary Impairment
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 320-10-65, Recognition and Presentation of Other-Than-Temporary Impairments,
we separate other-than-temporary impairment (OTTI) into the following two components: (i) the
amount related to credit losses, which is recognized in the consolidated statement of operations
and (ii) the amount related to all other factors, which is recorded in other comprehensive income.
The credit-related portion of an OTTI is measured by comparing a securitys amortized cost to the
present value of its current expected cash flows discounted at its effective yield prior to the
impairment charge.
The determination of whether unrealized losses are other-than-temporary requires judgment
based on subjective as well as objective factors. We routinely monitor our investment portfolio for
changes in fair value that might indicate potential impairments and perform detailed reviews on
such securities. Changes in fair value are evaluated to determine the extent to which such changes
are attributable to (i) fundamental factors specific to the issuer or (ii) market-related factors
such as interest rates or sector declines.
Securities with declines attributable to issuer-specific fundamentals are reviewed to identify
all available evidence to estimate the potential for impairment. Resources used include historical
financial data included in filings with the Securities and Exchange Commission for corporate bonds
and performance data regarding the underlying loans for CMOs. Securities with declines attributable
solely to market or sector declines where we do not intend to sell the security and it is more
likely than not that we will not be required to sell the security before the full recovery of its
amortized cost basis are not deemed to be other-than-temporary.
19
FIRST ACCEPTANCE CORPORATION 10-Q
The issuer-specific factors considered in reaching the conclusion that securities with
declines are not other-than-temporary include (i) the extent and duration of the decline in fair
value, including the duration of any significant decline in value, (ii) whether the security is
current as to payments of principal and interest, (iii) a valuation of any underlying collateral,
(iv) current and future conditions and trends for both the business and its industry, (v) changes
in cash flow assumptions for CMOs and (vi) rating agency actions. Based on these factors, we make a
determination as to the probability of recovering principal and interest on the security.
On a quarterly basis, we review cash flow estimates for certain non-agency backed CMOs of
lesser credit quality following the guidance of FASB ASC 325-40-65, Amendments to the Impairment
Guidance of EITF Issue No. 99-20 (FASB ASC 325-40-65). Accordingly, when changes in estimated
cash flows from the cash flows previously estimated occur due to actual or estimated prepayment or
credit loss experience, and the present value of the revised cash flows is less than the present
value previously estimated, OTTI is deemed to have occurred. For non-agency backed CMOs not subject
to FASB ASC 325-40-65, we review quarterly projected cash flow analyses and recognize OTTI when it
is determined that a loss is probable. We have recognized OTTI related to certain non-agency
backed CMOs as the underlying cash flows have been adversely impacted due to a reduction in
prepayments from mortgage refinancing and an increase in actual and projected delinquencies in the
underlying mortgages.
Our review of non-agency backed CMOs included an analysis of available information such as
collateral quality, anticipated cash flows, credit enhancements, default rates, loss severities,
the securities relative position in their respective capital structures and credit ratings from
statistical rating agencies. We review quarterly projected cash flow analyses for each security
utilizing current assumptions regarding (i) actual and anticipated delinquencies, (ii) delinquency
transition-to-default rates and (iii) loss severities. Based on our quarterly reviews, we
determined that there had not been an adverse change in projected cash flows, except in the case of
those securities discussed in Note 2 to our consolidated financial statements which incurred OTTI
charges of $0.3 million for both the three months ended September 30, 2010 and 2009. We believe
that the unrealized losses on the remaining securities are not necessarily predictive of the
ultimate performance of the underlying collateral. We do not intend to sell these securities and it
is more likely than not that we will not be required to sell these securities before the recovery
of their amortized cost basis.
We believe that the remaining securities having unrealized losses at September 30, 2010 were
not other-than-temporarily impaired. We also do not intend to sell any of these securities and it
is more likely than not that we will not be required to sell any of these securities before the
recovery of their amortized cost basis.
Three Months Ended September 30, 2010 Compared with the Three Months Ended September 30, 2009
Consolidated Results
Revenues for the three months ended September 30, 2010 decreased 7% to $53.1 million from
$57.3 million in the same period in the prior year. Income before income taxes for the three months
ended September 30, 2010 was $0.5 million, compared with $2.9 million for the three months ended
September 30, 2009. Net income for the three months ended September 30, 2010 was $0.4 million,
compared with $2.8 million for the three months ended September 30, 2009. Basic and diluted net
income per share was $0.01 for the three months ended September 30, 2010, compared with $0.06 for
the three months ended September 30, 2009.
Insurance Operations
Revenues from insurance operations were $53.1 million for the three months ended September 30,
2010, compared with $57.3 million for the three months ended September 30, 2009. Income before
income taxes from insurance operations for the three months ended September 30, 2010 was $2.1
million, compared with income before income taxes from insurance operations of $4.5 million for the
three months ended September 30, 2009.
Premiums Earned
Premiums earned decreased by $4.5 million, or 9%, to $43.9 million for the three months ended
September 30, 2010, from $48.5 million for the three months ended September 30, 2009. The decrease
in premiums earned was primarily due to the continued weak economic conditions, which have caused
both a decline in the number of
policies written, as well as an increase in the percentage of our customers purchasing
liability-only coverage.
20
FIRST ACCEPTANCE CORPORATION 10-Q
The closure of underperforming stores also contributed toward the decrease
in policies written and premiums earned. Approximately 73% of the $4.5 million decline in premiums
earned for the three months ended September 30, 2010 was in our Alabama, Georgia, Illinois and
South Carolina markets.
The number of insured policies in force at September 30, 2010 decreased 2% over the same date
in 2009 from 152,866 to 150,175, due to the factors noted above. At September 30, 2010, we operated
393 stores, compared with 415 stores at September 30, 2009.
Commission and Fee Income
Commission and fee income increased 5% to $7.3 million for the three months ended September
30, 2010, from $7.0 million for the three months ended September 30, 2009. The increase in
commission and fee income was a result of higher fee income related to commissionable ancillary
products sold through our retail locations offset by the decrease in the number of policies in
force.
Investment Income
Investment income increased to $2.1 million during the three months ended September 30, 2010
from $1.9 million during the three months ended September 30, 2009. The increase in investment
income was primarily a result of the higher yield obtained on the investment in mutual fund. At
September 30, 2010 and 2009, the tax-equivalent book yields for our portfolio were 4.4% and 4.1%,
respectively, with effective durations of 3.05 and 3.22 years, respectively.
Net realized losses on investments, available-for-sale
Net realized losses on investments, available-for-sale during the three months ended September
30, 2010 included $0.1 million in net realized gains on sales and $0.3 million of charges related
to OTTI on certain non-agency backed CMOs. Net realized losses on investments, available-for-sale
during the three months ended September 30, 2009 included $0.3 million in net realized gains on
sales and $0.3 million of charges related to OTTI on certain non-agency backed CMOs.
Loss and Loss Adjustment Expenses
The loss and loss adjustment expense ratio was 73.0% for the three months ended September 30,
2010, compared with 68.4% for the three months ended September 30, 2009. We experienced favorable
development related to prior periods of $2.1 million for the three months ended September 30, 2010,
compared with favorable development of $3.7 million for the three months ended September 30, 2009.
The favorable development for the three months ended September 30, 2010 was primarily due to lower
than anticipated severity of accidents, of which approximately $1.2 million related to losses
occurring during the first six months of the 2010 calendar accident year and $0.9 million related
to calendar accident years 2009 or prior.
Excluding the favorable development related to prior periods, the loss and loss adjustment
expense ratios for the three months ended September 30, 2010 and 2009 were 77.7% and 75.9%,
respectively. This increase is due to higher loss adjustment expense resulting from (i) the
increase in the percentage of claims related to liability-only coverage policies and (ii) increased
investigative efforts with regards to Personal Injury Protection claims in Florida.
Operating Expenses
Insurance operating expenses decreased 5% to $18.5 million for the three months ended
September 30, 2010 from $19.6 million for the three months ended September 30, 2009. The decrease
was primarily a result of a reduction in costs (such as employee-agent commissions and premium
taxes) that varied along with the decrease in premiums earned as well as savings realized from the
closure of underperforming stores.
The expense ratio decreased from 26.0% for the three months ended September 30, 2009 to 25.5%
for the same period in the current fiscal year. The year-over-year decrease in the expense ratio
was due to the reduction in fixed costs and savings realized from the closure of underperforming
stores noted above.
21
FIRST ACCEPTANCE CORPORATION 10-Q
Overall, the combined ratio increased to 98.5% for the three months ended September 30, 2010
from 94.4% for the three months ended September 30, 2009.
Provision for Income Taxes
The provision for income taxes for both the three months ended September 30, 2010 and 2009 was
$0.1 million and related to current state income taxes for certain subsidiaries with taxable
income. At September 30, 2010 and 2009, we established a full valuation allowance against all net
deferred tax assets. In assessing our ability to support the realizability of our deferred tax
assets, we considered both positive and negative evidence. We placed greater weight on historical
results than on our outlook for future profitability. The deferred tax valuation allowance may be
adjusted in future periods if we determine that it is more likely than not that some portion or all
of the deferred tax assets will be realized. In the event the deferred tax valuation allowance is
adjusted, we would record an income tax benefit for the adjustment.
Real Estate and Corporate
Loss before income taxes from real estate and corporate operations for the three months ended
September 30, 2010 was $1.5 million, compared with a loss before income taxes from real estate and
corporate operations of $1.6 million for the three months ended September 30, 2009. Segment losses
consist of other operating expenses not directly related to our insurance operations, interest
expense and stock-based compensation offset by investment income on corporate invested assets. We
incurred $1.0 million of interest expense during both the three months ended September 30, 2010 and
2009 related to the debentures issued in June 2007.
Liquidity and Capital Resources
Our primary sources of funds are premiums, fees and investment income from our insurance
company subsidiaries and commissions and fee income from our non-insurance company subsidiaries.
Our primary uses of funds are the payment of claims and operating expenses. Net cash provided by
operating activities for the three months ended September 30, 2010 was $0.3 million compared with
net cash used in operating activities of $2.5 million for the same period in the prior fiscal year.
Net cash used in operating activities for the three months ended September 30, 2009 was primarily
the result of a decrease in cash collected from premiums written. Net cash provided by investing
activities for the three months ended September 30, 2010 was $2.4 million compared with net cash
used in investing activities of $37.5 million for the same period in the prior fiscal year. The
three months ended September 30, 2010 included net reductions in our investment portfolio of $2.5
million, while the same period in the prior fiscal year included net additions to our investment
portfolio of $37.3 million. The net reductions in the current fiscal year were primarily a result
of increased maturities and paydowns. The net additions in the prior fiscal year were primarily the
result of the reinvestment of the proceeds from sales in the prior fiscal year of investments to
generate taxable income to utilize expiring net operating losses.
Our holding company requires cash for general corporate overhead expenses and for debt service
related to our debentures payable. The holding companys primary sources of unrestricted cash to
meet its obligations are dividends from our insurance company subsidiaries and the sale of
ancillary products to our insureds. The holding company also receives cash from operating
activities as a result of investment income. Through an intercompany tax allocation arrangement,
taxable losses of the holding company provide cash to the holding company to the extent that
taxable income is generated by the insurance company subsidiaries. At September 30, 2010, we had
$10.4 million available in unrestricted cash and investments outside of the insurance company
subsidiaries. These funds and the additional unrestricted cash from the sources noted above will be
used to pay our future cash requirements outside of the insurance company subsidiaries.
The holding company has debt service requirements related to the debentures payable. The
debentures are interest-only and mature in full in July 2037. Interest is fixed annually through
July 2012 at $3.9 million. The debentures pay a fixed rate of 9.277% until July 30, 2012, after
which time the rate becomes variable (LIBOR plus 375 basis points).
22
FIRST ACCEPTANCE CORPORATION 10-Q
State insurance laws limit the amount of dividends that may be paid from our insurance company
subsidiaries. Based on our earned surplus at September 30, 2010, we believe that we have total
dividend capacity for the next twelve months of approximately $18 million, of which approximately
$6 million is subject to regulatory approval.
The National Association of Insurance Commissioners Model Act for risk-based capital provides
formulas to determine each December 31 on an annual basis, 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. There are also statutory guidelines that suggest that on an annual
calendar year basis, an insurance company should not exceed a ratio of net premiums written to
statutory capital and surplus of 3-to-1. Based on our current forecast for our insurance company
subsidiaries, we anticipate that our risk-based capital levels will be adequate and that our ratio
of net premiums written to statutory capital and surplus will not exceed 2-to-1 for the reasonably
foreseeable future. We therefore believe that our insurance company subsidiaries have sufficient
statutory capital and surplus available to support their net premium writings in this time frame.
We currently employ a cash management practice in which all cash balances in excess of
federally-insured limits are swept overnight into a money market fund. We also only utilize money
market funds that invest solely in U.S. government and agency securities.
We believe that existing cash and investment balances, when combined with anticipated cash
flows as noted above, will be adequate to meet our expected liquidity needs, for both the holding
company and our insurance company subsidiaries, in both the short-term and the reasonably
foreseeable future. Any future growth strategy may require external financing, and we may from time
to time seek to obtain external financing. We cannot assure that additional sources of financing
will be available to us on favorable terms, or at all, or that any such financing would not
negatively impact our results of operations.
Critical Accounting Policies
There have been no significant changes to our critical accounting policies and estimates
during the three months ended September 30, 2010 compared with those disclosed in Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations Critical
Accounting Estimates included in our Annual Report on Form 10-K for the fiscal year ended June 30,
2010.
Off-Balance Sheet Arrangements
We have not entered into any new off-balance sheet arrangements since June 30, 2010. For
information with respect to our off-balance sheet arrangements at June 30, 2010, see Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Off-Balance Sheet Arrangements included in our Annual Report on Form 10-K for the fiscal year
ended June 30, 2010.
23
FIRST ACCEPTANCE CORPORATION 10-Q
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 this 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:
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our future growth, income, income per share and other financial performance
measures; |
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the anticipated effects on our results of operations or financial condition from
recent and expected developments or events; |
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|
the financial condition of, and other issues relating to the strength of and
liquidity available to, issuers of securities held in our investment portfolio; |
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the accuracy and adequacy of our loss reserving methodologies; and |
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our business and growth strategies. |
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 Item 1A. Risk
Factors of our Annual Report on Form 10-K for the fiscal year ended June 30, 2010.
You should not place undue reliance on any forward-looking statements. 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
Market risk represents the potential economic loss arising from adverse changes in the fair
value of financial instruments. Our exposures to market risk relate primarily to our investment
portfolio, which is exposed primarily to interest rate risk and credit risk. The fair value of our
investment portfolio is directly impacted by changes in market interest rates; generally, the fair
value of fixed-income investments moves inversely with movements in market interest rates. Our
fixed maturity portfolio is comprised of substantially all fixed rate investments with primarily
short-term and intermediate-term maturities. Likewise, the underlying investments of our current
mutual fund investment are also fixed-income investments. This portfolio composition allows
flexibility in reacting to fluctuations of interest rates. The portfolios of our insurance company
subsidiaries are managed to achieve an adequate risk-adjusted return while maintaining sufficient
liquidity to meet policyholder obligations.
Interest Rate Risk
The fair values of our fixed maturity investments fluctuate in response to changes in market
interest rates. Increases and decreases in prevailing interest rates generally translate into
decreases and increases, respectively, in the fair values of those instruments. Additionally, the
fair values of interest rate sensitive instruments may be affected by the creditworthiness of the
issuer, prepayment options, relative values of alternative investments, the liquidity of the
instrument and other general market conditions.
24
FIRST ACCEPTANCE CORPORATION 10-Q
The following table summarizes the estimated effects of hypothetical increases and decreases
in interest rates resulting from parallel shifts in market yield curves on our fixed maturity
portfolio (in thousands). It is assumed that the effects are realized immediately upon the change
in interest rates. The hypothetical changes in market interest rates do not reflect what could be
deemed best or worst case scenarios. Variations in market interest rates could produce significant
changes in the timing of repayments due to prepayment options available. For these reasons, actual
results might differ from those reflected in the table.
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|
|
|
|
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|
Sensitivity to Instantaneous Interest Rate Changes (basis points) |
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(100) |
|
|
(50) |
|
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0 |
|
|
50 |
|
|
100 |
|
|
200 |
|
Fair value of fixed
maturity
portfolio |
|
$ |
195,966 |
|
|
$ |
192,764 |
|
|
$ |
189,590 |
|
|
$ |
186,387 |
|
|
$ |
183,166 |
|
|
$ |
176,845 |
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|
|
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The following table provides information about our fixed maturity investments at September 30,
2010 which are sensitive to interest rate risk. The table shows expected principal cash flows (at
par value, which differs from amortized cost as a result of premiums or discounts at the time of
purchase and OTTI) by expected maturity date for each of the next five fiscal years and
collectively for all fiscal years thereafter (in thousands). Callable bonds and notes are included
based on call date or maturity date depending upon which date produces the most conservative yield.
CMOs are included based on maturity year adjusted for expected payment patterns. Actual cash flows
may differ from those expected.
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Securities with No |
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Securities with |
|
|
Securities with |
|
|
Unrealized Gains or |
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|
Year Ended June 30, |
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Losses |
|
|
Amount |
|
2011 |
|
$ |
16,314 |
|
|
$ |
113 |
|
|
$ |
|
|
|
$ |
16,427 |
|
2012 |
|
|
21,146 |
|
|
|
343 |
|
|
|
|
|
|
|
21,489 |
|
2013 |
|
|
27,263 |
|
|
|
326 |
|
|
|
|
|
|
|
27,589 |
|
2014 |
|
|
26,143 |
|
|
|
483 |
|
|
|
|
|
|
|
26,626 |
|
2015 |
|
|
22,181 |
|
|
|
444 |
|
|
|
|
|
|
|
22,625 |
|
Thereafter |
|
|
57,646 |
|
|
|
4,670 |
|
|
|
|
|
|
|
62,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
170,693 |
|
|
$ |
6,379 |
|
|
$ |
|
|
|
$ |
177,072 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
183,127 |
|
|
$ |
6,120 |
|
|
$ |
343 |
|
|
$ |
189,590 |
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|
|
|
|
|
|
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|
On June 15, 2007, our trust entity, First Acceptance Statutory Trust I, used the proceeds from
its sale of trust preferred securities to purchase $41.2 million of junior subordinated debentures.
The debentures pay a fixed rate of 9.277% until July 30, 2012, after which the rate becomes
variable (LIBOR plus 375 basis points).
Credit Risk
Credit risk is managed by diversifying the portfolio to avoid concentrations in any single
industry group or issuer and by limiting investments in securities with lower credit ratings. The
largest investment in any one investment, excluding U.S. government and agency securities, is the
$7.9 million investment in a single mutual fund, or 4% of the investment portfolio. The top five
investments make up 15% of the investment portfolio. The average credit quality rating for our
fixed maturity portfolio was AA- at September 30, 2010. There are no fixed maturities in the
portfolio that have not produced investment income during the previous twelve months.
25
FIRST ACCEPTANCE CORPORATION 10-Q
The following table presents the underlying ratings of our fixed maturity portfolio by
nationally recognized securities rating organizations at September 30, 2010 (in thousands).
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|
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Amortized |
|
|
|
|
|
|
Fair |
|
|
|
|
Comparable Rating |
|
Cost |
|
|
% of Amortized Cost |
|
|
Value |
|
|
% of Fair Value |
|
AAA |
|
$ |
70,942 |
|
|
|
40.0 |
% |
|
$ |
75,358 |
|
|
|
39.7 |
% |
AA+, AA, AA- |
|
|
36,155 |
|
|
|
20.4 |
% |
|
|
39,200 |
|
|
|
20.7 |
% |
A+, A, A- |
|
|
50,339 |
|
|
|
28.3 |
% |
|
|
54,215 |
|
|
|
28.6 |
% |
BBB+, BBB, BBB- |
|
|
11,079 |
|
|
|
6.2 |
% |
|
|
11,748 |
|
|
|
6.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment grade |
|
|
168,515 |
|
|
|
94.9 |
% |
|
|
180,521 |
|
|
|
95.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not rated |
|
|
3,876 |
|
|
|
2.2 |
% |
|
|
4,073 |
|
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BB+, BB, BB- |
|
|
1,836 |
|
|
|
1.0 |
% |
|
|
1,875 |
|
|
|
1.0 |
% |
B+, B, B- |
|
|
974 |
|
|
|
0.6 |
% |
|
|
981 |
|
|
|
0.5 |
% |
CCC+, CCC, CCC- |
|
|
943 |
|
|
|
0.5 |
% |
|
|
979 |
|
|
|
0.5 |
% |
CC+, CC, CC- |
|
|
1,075 |
|
|
|
0.6 |
% |
|
|
843 |
|
|
|
0.5 |
% |
C+, C, C- |
|
|
329 |
|
|
|
0.2 |
% |
|
|
318 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-investment grade |
|
|
5,157 |
|
|
|
2.9 |
% |
|
|
4,996 |
|
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
177,548 |
|
|
|
100.0 |
% |
|
$ |
189,590 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The mortgage industry has experienced a rise in mortgage delinquencies and foreclosures,
particularly among lower quality exposures (sub-prime and Alt-A). As a result of these
increasing delinquencies and foreclosures, many CMOs with underlying sub-prime and Alt-A mortgages
as collateral experienced significant declines in fair value. At September 30, 2010, our fixed
maturity portfolio included three CMOs having sub-prime exposure with a fair value of $0.9 million
and no exposure to Alt-A investments.
Our investment portfolio consists of $39.4 million of municipal bonds, of which $24.8 million
are insured. Of the insured bonds, 70% are insured with MBIA, 13% with AMBAC and 17% with XL
Capital. These securities are paying their principal and periodic interest timely.
The following table presents the underlying ratings at September 30, 2010, represented by the
lower of either Standard and Poors, Fitchs, or Moodys ratings, of the municipal bond portfolio
(in thousands).
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured |
|
|
Uninsured |
|
|
Total |
|
|
|
Fair |
|
|
% of Fair |
|
|
Fair |
|
|
% of Fair |
|
|
Fair |
|
|
% of |
|
|
|
Value |
|
|
Value |
|
|
Value |
|
|
Value |
|
|
Value |
|
|
Fair Value |
|
AAA |
|
$ |
|
|
|
|
|
|
|
$ |
4,784 |
|
|
|
33 |
% |
|
$ |
4,784 |
|
|
|
12 |
% |
AA+, AA, AA- |
|
|
11,687 |
|
|
|
47 |
% |
|
|
5,606 |
|
|
|
38 |
% |
|
|
17,293 |
|
|
|
44 |
% |
A+, A, A- |
|
|
11,419 |
|
|
|
46 |
% |
|
|
4,279 |
|
|
|
29 |
% |
|
|
15,698 |
|
|
|
40 |
% |
BBB+, BBB, BBB- |
|
|
1,661 |
|
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
1,661 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
24,767 |
|
|
|
100 |
% |
|
$ |
14,669 |
|
|
|
100 |
% |
|
$ |
39,436 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
FIRST ACCEPTANCE CORPORATION 10-Q
|
|
|
Item 4. |
|
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management team, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of our 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 the Exchange Act) as of September 30, 2010. Based on that evaluation, our
Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal
financial officer) concluded that our disclosure controls and procedures were effective as of
September 30, 2010 to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the SECs rules and forms.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there has been no change in our internal control
over financial reporting that has materially affected or is reasonably likely to materially affect
our internal control over financial reporting.
27
FIRST ACCEPTANCE CORPORATION 10-Q
PART II OTHER INFORMATION
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. |
28
FIRST ACCEPTANCE CORPORATION 10-Q
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.
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|
FIRST ACCEPTANCE CORPORATION
|
|
November 5, 2010 |
By: |
/s/ Kevin P. Cohn
|
|
|
|
Kevin P. Cohn |
|
|
|
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer) |
|
29