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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
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| SEC FILE NUMBER 000-50795 | ||
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| CUSIP NUMBER 008272 10 6 |
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(Check one): |
| ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR |
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| For Period Ended: June 30, 2015 |
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| ¨ Transition Report on Form 10-K |
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| ¨ Transition Report on Form 20-F |
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| ¨ Transition Report on Form 11-K |
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| ¨ Transition Report on Form 10-Q |
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| ¨ Transition Report on Form N-SAR |
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| For the Transition Period Ended: |
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
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PART I — REGISTRANT INFORMATION
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AFFIRMATIVE INSURANCE HOLDINGS, INC. |
Full Name of Registrant |
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N/A |
Former Name if Applicable |
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4450 Sojourn Drive, Suite 500 |
Address of Principal Executive Office (Street and Number) |
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Addison, Texas 75001 |
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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| (a) |
| The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) |
| The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) |
| The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Affirmative Insurance Holdings, Inc. (the “Company”) is unable, without unreasonable effort and expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 (the “Quarterly Report”) within the prescribed time period due to the unavailability of certain information that may materially affect the disclosure to be contained in the Quarterly Report and the time required for the Company’s auditors to complete their review of the Quarterly Report.
The Company does not expect to file its Quarterly Report within the additional time allowed by this Form 12b-25, but does expect to file the Quarterly Report on or before August 24, 2015.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
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Earl R. Fonville |
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| 728-6458 |
(Name) |
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(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes x No ¨ | |
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(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No ¨ | |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
We anticipate that there will be a significant change in our financial results for the period ended June 30, 2015, from the corresponding period for fiscal year 2014. This change is due primarily to: (1) the gain on the sale of our MGA Business which was completed on June 30, 2015; and (2) adverse development in our reserves for losses and loss adjustment expenses that we are unable to quantify at this time due to the unavailability of necessary information.
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AFFIRMATIVE INSURANCE HOLDINGS, INC. |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 17, 2015 |
| By: |
| /s/ Earl R. Fonville |
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| Earl R. Fonville |
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| Executive Vice President and Chief Financial Officer |
