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): May 6, 2021 (May 6, 2021)
STATE AUTO FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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| Ohio | 000-19289 | 31-1324304 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
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| 518 East Broad Street | Columbus | Ohio | 43215-3976 |
| (Address of principal executive offices) | | (Zip Code) |
(614) 464-5000
Registrant’s telephone number, including area code
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):
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol | Name of each exchange on which registered |
| Common shares, without par value | STFC | The NASDAQ Global Select Market |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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| Section 2. | | Financial Information |
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| Item 2.02. | | Results of Operations and Financial Condition. |
On May 6, 2021, State Auto Financial Corporation (the "Company") issued a press release disclosing the Company’s results of operations for the three month period ended March 31, 2021 (the “Release"). The full text of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Release included a non-GAAP financial measure, net income (loss) from operations per diluted share. The Company 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 investment gains/losses, net of applicable federal income taxes, that can produce inconsistent results.
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 net investment gains (losses), net of applicable taxes, on investment activity for the periods being reported. For the three month period ended March 31, 2021, GAAP net loss from operations was $(0.61) per diluted share, while net loss per share from operations was $(0.18) per diluted share, for the same 2020 period. For the three month period ended March 31, 2021, net investment gain, net of applicable taxes, impacted the GAAP net loss per diluted share by $0.69, while net investment loss, net of applicable taxes, impacted the GAAP net loss per diluted share by $(2.44), for the same 2020 period.
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.
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| Section 9. | | Financial Statements and Exhibits |
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| Item 9.01. | | Financial Statements and Exhibits |
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| Exhibit No. | | Description of Exhibit |
| 99.1 | | | Press release issued by State Auto Financial Corporation on May 6, 2021 regarding results of operations for the three month period ended March 31, 2021 |
| 104 | | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
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.
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| STATE AUTO FINANCIAL CORPORATION |
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| Date: May 6, 2021 | /s/ Steven E. English |
| Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
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| Exhibit No. | | Description of Exhibit |
| 99.1 | | | |
| 104 | | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
