UNICO AMERICAN CORP FILES (8-K/A) Disclosing Costs Associated with Exit or Disposal Activities
Item 2.05. Cost Associated with Exit or Disposal Activities
In connection with its previously announced decision to place Crusader into
runoff, on
employees of the Company's determination to terminate their employment,
effective as of
The terminated employees were primarily employed in the Company's underwriting
and marketing groups.
In connection with the
to incur total pre-tax costs of approximately
severance payments under the Company's existing policy. The Company will
recognize the severance costs during the fourth quarter of 2021. In addition,
the Company also offered retention bonuses to certain of the Company's employees
that are not subject to the
with which, depending on employee participation, the Company expects to incur
total pre-tax costs of approximately
these costs ratably over the retention service period during the fourth quarter
of 2021 and the first quarter of 2022. Of the total pre-tax costs associated
with the
approximately
The pre-tax costs associated with the
addition to the pre-tax costs previously disclosed in Amendment No. 1 in
connection with the Company's previous work force reduction, which occurred
effective
The Company may incur additional costs in connection with the decision to place
Crusader into runoff, including additional costs associated with workforce
reductions. At this time the Company is unable to make a good faith
determination of an estimate or range of estimates for any additional charges
that it will incur in connection with this action, or the amount or range of
such charges that will result in future cash expenditures, required by
paragraphs (b), (c) and (d) of Item 2.05 of Form 8-K. The Company will file a
further amendment to this report after it makes a determination of such estimate
or range of estimates, if any.
2 Forward-Looking Statements
This Current Report on Form 8-K/A may contain "forward-looking statements"
within the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended (or "the Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (or "the Exchange Act"). In this
context, forward-looking statements are not historical facts and include
statements about the Company's plans, objectives, beliefs and expectations.
Forward-looking statements include statements preceded by, followed by, or that
include the words "believes," "expects," "anticipates," "seeks," "plans,"
"estimates," "intends," "projects," "targets," "should," "could," "may," "will,"
"can," "can have," "likely," the negatives thereof or similar words and
expressions.
Forward-looking statements are only predictions and are not guarantees of future
performance. These statements are based on current expectations and assumptions
involving judgments about, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the Company's
control. These predictions are also affected by known and unknown risks,
uncertainties and other factors that may cause the Company's actual results to
be materially different from those expressed or implied by any forward-looking
statement. Many of these factors are beyond the Company's ability to control or
predict. The Company's actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of factors.
Such factors include, but are not limited to, Unico's ability to continue to
operate as a "going concern;" Crusader's ongoing runoff; substantial historical
net losses of Crusader, the principal subsidiary of the Company, which may
continue in the future; failure to meet minimum capital and surplus requirements
of property and casualty insurance companies; the Company's dependence on cash
distributions from Crusader and its other subsidiaries to meet its operating
expenses, limitations on the amount of dividends and other distributions, if
any, that Crusader can declare and pay to Unico in the future; vulnerability to
climate change and significant catastrophic property loss; the impact of the
recent coronavirus pandemic; a change in accounting standards, including those
issued by the
accurately; insufficiency of loss and loss adjustment expense reserves to cover
future losses; changes in federal or state tax laws; ability to accurately
underwrite risks and charge adequate premium; ability to obtain reinsurance or
collect from reinsurers and or losses in excess of reinsurance limits; extensive
regulation and legislative changes; reliance on subsidiaries to satisfy
obligations, including privacy and data protection laws; changes in interest
rates; investments subject to credit, prepayment and other risks; geographic
concentration; reliance on independent insurance agents and brokers;
insufficient reserve for doubtful accounts; litigation; enforceability of
exclusions and limitations in policies; reliance on information technology
systems; ability to prevent or detect acts of fraud with disclosure controls and
procedures; change in general economic conditions; dependence on key personnel;
ability to attract, develop and retain employees and maintain appropriate
staffing levels; insolvency, financial difficulties, or default in performance
of obligations by parties with significant contracts or relationships; ability
to effectively compete; maximization of long-term value which may sometimes
conflict with short-term earnings expectations; control by a small number of
shareholders; failure to maintain effective system of internal controls;
difficulty in effecting a change of control or sale of any subsidiaries; the
negative impact of emerging claim and coverage issues; risk management framework
could prove inadequate; single operating location; systems damage, failures,
interruptions, cyber-attacks and intrusions, or unauthorized data disclosures;
delays and cost overruns in connection with the upgrade of its legacy
information technology system; levy assessments by various underwriting pools
and programs; limited trading of stock; no assurance of dividend declaration in
the future so returns may be limited to stock value; and significant costs and
substantial management time devoted to operating as a public company.
Please see Part I - Item 1A - "Risk Factors" in the Company's 2020 Annual Report
on Form 10-K as filed with the
and Part II - Item 1A - "Risk Factors" in the Company's Quarterly Report on Form
10-Q for the quarter ended
other documents the Company files or furnishes with the
for other important risks and uncertainties that could cause the Company's
actual results to differ materially from its current expectations and from the
forward-looking statements discussed herein. Because of these and other risks,
uncertainties and assumptions, you should not place undue reliance on these
forward-looking statements. In addition, these statements speak only as of the
date of this and, except as may be required by law, the Company undertakes no
obligation to revise or update publicly any forward-looking statements, whether
as a result of changed circumstances, new information, future events or
otherwise, for any reason.
3
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