Atlas Financial Holdings Announces Strategic and NASDAQ Listing Update

Business Wire

CHICAGO--(BUSINESS WIRE)-- Atlas Financial Holdings, Inc. (NASDAQ:AFH) (“Atlas” or the “Company”) announced today an update with respect to the strategic review announced on March 4, 2019 and April 10, 2019.

The Company has been evaluating recent historic results, current business trends and regulatory constraints. The following strategic activities have been identified as value maximizing for the Company’s shareholders, bondholders and other stakeholders:

Focusing Global Liberty Insurance Company of New York’s (“Global Liberty”) resources on New York area business to leverage the subsidiary’s heritage in this large and specific market.
Transitioning other business to alternative markets through the Company’s wholly owned Managing General Agency (“MGA”), Anchor Group Management, Inc. (“AGMI”), to leverage the team, distribution systems and other resources aligned under this business unit. As previously announced, an agreement with American Financial Group, Inc. (NYSE: AFG) was executed on June 10, 2019, which was an important first step in this process. Under the June 2019 agreement, AFG’s commercial transportation specialist, National Interstate, became the exclusive underwriting partner of Atlas’ paratransit book of business. The Atlas team has been working collaboratively with National Interstate to successfully transition this book of business and looks forward to a mutually beneficial relationship. Additional activities are underway with other potential markets to further this initiative with the objective of transitioning existing non-paratransit business and developing programs to build on transportation network related opportunities cultivated in recent years.
As previously announced, American Country Insurance Company (“ACIC”) and American Service Insurance, Inc. (“ASIC”) are subject to an agreed order of rehabilitation with the Illinois insurance regulator, and the Company continues to work with insurance regulators with the objective of a successful outcome. An important aspect of this includes effectively managing the transition of all business to other markets for ACIC, ASIC and Gateway Insurance Company (“GIC” and together with ASIC and ACIC, the “ASI Pool”). During this process, Atlas’ team is committed to supporting policyholders, agents and other important business partners. To this end, AGMI will continue to provide underwriting, customer service, administrative and other operational support to the ASI Pool during rehabilitation and the Company anticipates agreeing to provide 49% of the proceeds from any future sale of AGMI to the ASI Pool to facilitate the rehabilitation process. The Company is currently working with regulators in connection with the redomestication of GIC to Illinois from Missouri, at which point GIC is expected to become subject to the order of rehabilitation.
Regaining full compliance with Nasdaq Stock Market LLC (“Nasdaq”) listing requirements is a high priority.

Atlas continues to retain Sandler O’Neill + Partners, L.P. as its financial advisor to work with the Company, along with other advisors, to further evaluate opportunities with the goal of facilitating shareholder value generation, including the potential sale of the Company, one or more insurance company subsidiaries, AGMI, or other assets, and balance sheet strengthening options while the three primary strategic activities provided above are executed.

This process is ongoing. Effective August 15, 2019, no new business is being written by the ASI Pool, and only New York area new business will be written by Global Liberty. The ASI Pool and Global Liberty will continue to write renewal business that meets their underwriting standards. Atlas’ four insurance company subsidiaries currently have 10,751 in-force non-paratransit policies representing $153 million in premium plus 6,645 paratransit policies representing $119 million in premium. Focusing resources and capital on the in-force book of business is expected to provide the greatest support for existing producers, policyholders and business partners. These changes were made in compliance with requirements of domestic insurance regulators.

As noted above, Atlas continues to move forward with its previously announced relationship between AGMI and AFG and has begun transitioning paratransit policies. When alternative markets are established for the balance of its public transportation business, it is the Company’s objective to utilize its wholly owned MGA to transition this additional business and begin writing new business once again with unaffiliated risk bearing partners.

The Company also announced today that on August 16, 2019, it received a delinquency notification letter from the Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not timely filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. As previously disclosed, the Company also received notification letters from Nasdaq on April 5, 2019 and May 14, 2019 regarding the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, followed by a determination letter from Nasdaq on July 22, 2019 indicating that the Company’s securities would be delisted from Nasdaq unless the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). It is the Company’s intent to fully regain compliance with Nasdaq listing standards as soon as practicable, which entails, among other things, the engagement of a new auditor, filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Quarterly Reports on Form 10-Q for subsequent periods.

The Company has a hearing scheduled before the Panel and was granted a stay of the suspension of trading, thus the Company’s common stock will continue to trade on The Nasdaq Capital Market until the Panel issues its decision following the hearing and through the expiration of any additional extension period granted by the Panel. However, there can be no assurance that the Panel will grant the Company’s request for a suspension of delisting or continued listing on the Nasdaq. The Company anticipates receiving further information in late September or early in the fourth quarter of 2019.

The Company will provide additional updates as additional material information about its strategic review and regulatory and compliance related activities are formalized.

About Atlas

The primary business of Atlas is commercial automobile insurance in the United States, with a niche market orientation and focus on insurance for the “light” commercial automobile sector including taxi cabs, non-emergency para-transit, limousine/livery (including certain transportation network company drivers) and business auto.

For more information about Atlas, please visit www.atlas-fin.com.

Forward-Looking Statements

This release includes forward-looking statements regarding Atlas and its insurance subsidiaries and businesses. Such statements are based on the current expectations of the management of each entity. The words “anticipate,” “expect,” “believe,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or similar words are used to identify such forward looking information. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Companies, including risks regarding the insurance industry, economic factors and the equity markets generally and the risk factors discussed in the “Risk Factors” section of the Company’s 2017 Annual Report on Form 10-K. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Atlas and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.