UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2015 (February 19, 2015)
STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Ohio | 000-19289 | 31-1324304 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 518 East Broad Street, Columbus, Ohio | 43215-3976 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (614) 464-5000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Section 2. | Financial Information |
| Item 2.02. | Results of Operations and Financial Condition. |
On February 19, 2015, State Auto Financial Corporation (the “Company”) issued a press release disclosing the Company’s results of operations for the three-month period and fiscal year ended December 31, 2014 (the “Release”). The full text of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Release included a non-GAAP financial measure, net income (loss) from operations per diluted share. Net income (loss) from operations differs from GAAP net income (loss) only by the exclusion of realized capital gains (losses), net of applicable taxes, on investment activity for the periods being reported. For the three-month periods ended December 31, 2014 and 2013, GAAP net income (loss) was $1.58 per diluted share and $0.40 per diluted share, respectively, while net income (loss) from operations was $1.53 per diluted share and $0.28 per diluted share for the same respective periods. For the three-month periods ended December 31, 2014 and 2013, realized capital gains, net of applicable taxes, increased the GAAP net income per diluted share by $0.05 and $0.12, respectively. For the fiscal years ended December 31, 2014 and 2013, GAAP net income (loss) was $2.60 per diluted share and $1.49 per diluted share, respectively, while net income (loss) from operations was $2.28 per diluted share and $1.12 per diluted share for the same respective periods. For the fiscal years ended December 31, 2014 and 2013, realized capital gains, net of applicable taxes, increased the GAAP net income per diluted share by $0.32 and $0.37, respectively.
Management uses net income (loss) from operations because it believes this calculation better indicates the Company’s operating performance than GAAP net income (loss) in that net income (loss) from operations excludes the sometimes volatile realized capital gains/losses, net of applicable federal income taxes, that can produce inconsistent results.
The Release also included non-GAAP financial measures as to the combined ratio. The GAAP combined ratio for the three-month periods ended December 31, 2014 and 2013 was 113.3 and 102.1, respectively, and for the fiscal years ended December 31, 2014 and 2013 was 105.5 and 101.8, respectively. Excluding the impact of both the homeowners quota share arrangement(1) and the underwriting results of the terminated program business written through Risk Evaluation & Design LLC (RED), a wholly owned subsidiary of State Automobile Mutual Insurance Company, which is in run-off, the combined ratio for the three-month periods ended December 31, 2014 and 2013, would have been 87.7 and 92.2, respectively, and for the fiscal years ended December 31. 2014 and 2013 would have been 95.4 and 96.5, respectively. Management believes these non-GAAP financial measures provide investors with meaningful information concerning the Company’s GAAP combined ratio for the three-month period and fiscal year ended December 31, 2014.
| (1) | Homeowners quota share arrangement: On December 31, 2011, the State Auto Group entered into a quota share reinsurance agreement with a syndicate of unaffiliated reinsurers covering its homeowners book of business. This agreement expired December 31, 2014 in accordance with its terms and was replaced with a one-year property aggregate excess catastrophe reinsurance agreement effective January 1, 2015. |
The Release also included a non-GAAP financial measure as to net written premium. Net written premium for the personal insurance segment for the three-month period and fiscal year ended December 31, 2014 increased 75.5% and 14.5% from the same periods in 2013. Excluding the impact of the homeowners quota share arrangement,(1) net written premium for the personal insurance segment for the three-month period and fiscal year ended December 31, 2014 decreased 5.4% and 4.2%, respectively, from the same periods in 2013. Management believes this non-GAAP financial measure provides investors with a meaningful comparison of the Company’s current and historical net written premium.
| Section 7. | Regulation FD |
| Item 7.01. | Regulation FD Disclosure. |
The Company’s management conducted a conference call on February 19, 2015, at approximately 11:00 a.m., ET, to review the Company’s financial results for the three-month period and fiscal year ended December 31, 2014, and to respond to questions from interested investors and financial analysts. A transcript of the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
In addition to the Consolidated Statements of Income and reconciliation schedules included with the Release, the Company makes available on its website additional supplemental schedules containing financial information for the Company. This information is available at www.stateauto.com by clicking “News Releases” under the “Investors” tab.
| Section 9. | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release issued by State Auto Financial Corporation on February 19, 2015, regarding results of operations for the three-month period and fiscal year ended December 31, 2014. | |
| 99.2 | Transcript of conference call held by management of State Auto Financial Corporation on February 19, 2015. | |
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 hereunto duly authorized.
| STATE AUTO FINANCIAL CORPORATION | ||||||
| Date: February 25, 2015 | By | /s/ Steven E. English | ||||
| Senior Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release issued by State Auto Financial Corporation on February 19, 2015, regarding results of operations for the three-month period and fiscal year ended December 31, 2014. | |
| 99.2 | Transcript of conference call held by management of State Auto Financial Corporation on February 19, 2015. | |