Atlas Financial Holdings Inc. (TSXV:AFH)
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TORONTO, April 18 /CNW/ --
TORONTO, April 18 /CNW/ - (TSX.V: AFH) Atlas Financial Holdings, Inc.
("Atlas" or the "Company") today announced its financial results for
the fourth quarter and year ended December 31, 2010. All amounts are in
U.S. dollars unless indicated otherwise.
As at December 31, 2010, after all adjustments relating to the Company's
qualifying transaction and the fourth quarter results, shareholder's
equity was $60.2 million. Factoring in the Company's $18 million
convertible preferred shares, shareholder's equity was $42.2 million or
$2.30 per outstanding share. Key elements affecting book value in the
fourth quarter were:
-- approximately $9.1 million of non-cash impairments and
adjustments to deferred income tax assets and liabilities as a
result of the qualifying transaction;
-- approximately $0.4 million reduction relating to a non-cash
adjustment to assets held for sale; and
-- the remainder from fourth quarter results of operations and
expenses including non-recurring management fees and interest
expense of approximately $1.0 million relating to the former
parent of the Company's subsidiaries.
The Company reported a net loss of $11.4 million or a loss of $0.62 per
share diluted for the fourth quarter, and a net loss of $21.8 million
or a loss of $1.19 per share diluted for the year ended December 31,
2010.
Activities Subsequent to Qualifying Transaction and Management Outlook
On January 6, 2011, the Company's ordinary voting shares began trading
under the ticker symbol "AFH" on the TSX Venture Exchange. Following
the listing, A.M. Best upgraded the issuer credit rating of each of
American Country Insurance Company ("ACIC") and American Service
Insurance Company, Inc. ("ASIC") to "B" with an outlook of "stable"
from "B-" with an outlook of "under review".
Through the date of this release, the Company has been experiencing a
positive reaction from its customers, agents and other strategic
partners:
-- applications for new business in the first quarter of 2011 are
up 29% over the fourth quarter of 2010 and up 85% over the
third quarter of 2010; and
-- inquiries have been received from a number of new agents and
commitments from existing agents to return to historic levels
of production have been communicated.
Renewal of in-force business from 2010 is also trending in a positive
direction:
-- we renewed 69% of the policies in our core lines of business
with expirations in the first quarter of 2011, on a weighted
average basis where we offered renewals, versus 19% in the
first quarter of 2010; and
-- premium for first quarter renewal policies was marginally
greater than expiring policies by 11%, as a result of pricing
changes and changes in policy terms.
Though management believes that the foregoing statistics are leading
indicators that suggest a positive effect on premium and the Company's
results over time, no assurances can be made that these indicators will
result in improved earnings or increased revenue. As a result of the
Company's focus on writing only business that is adequately priced
coupled with the earning of premium over a given policy period, results
will be seen more gradually than the indicators themselves.
Effective with the release of its first quarter 2011 financial results,
Atlas will be required to report under the principles of International
Financial Reporting Standards, or IFRS.
Formation of Atlas (Major Events in 2010)
-- in May 2010, the Company (then known as "JJR VI Acquisition
Corp.") announced the proposed acquisition of ACIC and ASIC as
the Company's qualifying transaction;
-- on December 14, 2010, the Company entered into an agreement and
plan of merger to effect the qualifying transaction;
-- in connection with the qualifying transaction, the Company
consolidated its common shares on the basis of one
post-consolidation share for every ten pre-consolidation shares
and continued its corporate existence from Ontario to the laws
of the Cayman Islands;
-- upon the continuance to the Cayman Islands, the Company changed
its name to "Atlas Financial Holdings, Inc." and
-- on December 31, 2010, the Company closed the qualifying
transaction pursuant to which ACIC and ASIC, along with their
direct parent American Insurance Acquisition Inc. ("AIAI"),
became wholly-owned subsidiaries of the Company.
Continuation Accounting
Because the Company was formed through a reverse triangular merger, the
consolidated financial statements are those of Atlas and its
subsidiaries and have been prepared in accordance Financial Accounting
Standards Board ("FASB") Accounting Codification Standard ("ACS") 805.40 Reverse
Acquisitions. Accordingly, and as a result of the December 31, 2010 merger date,
shareholder's equity and earnings per share information provided herein
reflect the ordinary voting shares outstanding at the date of the
merger as well as the ordinary voting shares, restricted voting shares
and preferred shares that were issued in connection with the merger, as
if such capitalization structure were in place during each of the years
for which financial information is being provided.
Financial Statement Presentation
These financial statements reflect the consolidated results of Atlas for
the periods ended December 31, 2010 and 2009 based on historical
financial statements of the Company's subsidiaries AIAI, ACIC and ASIC.
These financial statements and the results reflected therein contain
certain expenses and fees that supported the infrastructure of the
previous parent of these subsidiaries. The Company does not expect to
incur similar expenses, which included management fees, allocated
overhead cost, and shared infrastructure expenses, after the date of
the qualifying transaction. For more information with respect to the
impact of these expenses on the Company, please see the Filing
Statement dated as at December 16, 2010 with respect to the qualifying
transaction, including the pro forma financial statements, as filed on
SEDAR.
Operational results for the year ended December 31, 2010:
-- net loss of $21.8 million was recorded for 2010;
-- 29.3% of gross premiums written in 2010 was generated from
commercial automobile insurance, the core line of the Company's
business;
-- gross premiums written from commercial automobile decreased by
74% to $13.7 million compared to $52.6 million in 2009. This
decrease was primarily a result of the actions related to the
strategy of the former parent company of ACIC and ASIC to focus
on private passenger non-standard automobile insurance. This
downward trend began to reverse in July 2010 as plans for
Atlas' going forward strategy were communicated publicly; and
-- investment income excluding net realized gains increased by
57.2% to $6.0 million in 2010 compared to $3.8 million in
2009. The increase was primarily due to the commutation of
affiliated reinsurance contracts which increased the amount of
invested assets held collectively by ACIC and ASIC by $134.5
million as at the date of such commutation.
Financial For the three months ended For the year ended
Results December 31 December 31
(In millions
of U.S.
dollars,
except per
share
amounts)
2010 2009 Change 2010 2009 Change
Gross $ 9.3 16.4 (43.4%) $ 46.7 107.6 (57.0%)
premiums
written
Net premiums 11.6 26.5 (56.3%) 53.6 76.2 (29.7%)
earned
Underwriting (5.0) (9.1) (44.7%) (25.6) (23.4) 9.3%
profit
(loss)
Investment 1.4 1.3 7.9% 6.0 3.8 57.2%
income
(loss)
Net realized 0.2 0.3 (34.1%) 0.9 (0.7) (223.4%)
gains (loss)
Misc Income (0.1) 0.4 (127.6%) (0.5) 2.0 (127.6%)
(loss)
Net loss (3.5) (7.0) (49.9%) (19.2) (18.3) 5.4%
before taxes
Tax 7.9 (1.9) (512.6%) 2.6 (5.0) (151.3%)
(benefit)
impact
Net loss (11.4) (5.1) 124.0% (21.8) (13.2) 64.8%
after taxes
Diluted loss $ $(0.28) $ (1.19) $(0.72)
per share- (0.62)
net loss
Loss ratio 87.0% 87.9% 89.7% 85.1%
Expense 53.7% 44.3% 55.1% 42.9%
ratio
Combined 140.7% 132.2% 144.8% 128.0%
ratio
For the Fourth Quarter 2010
Gross Premiums Written
Gross premiums written in the fourth quarter of 2010 decreased by 43.4%
to $9.3 million compared to $16.4 million reported in the fourth
quarter of 2009. The decrease was due to the various steps taken to
discontinue unprofitable programs, elimination of managing general
agents and initial activities undertaken to transition away from
non-standard automobile insurance. In the fourth quarter, gross
written premium related to Atlas' core lines of business represented
$3.1 million or 33% of the Company's business. Business activity
relating to core lines experienced a lift in the fourth quarter as a
result of initiatives following public announcements relating to the
qualifying transaction.
Also contributing to the reduction in overall premium volumes in 2010
was the poor economic condition in much of the U.S. and the "soft"
property and casualty market environment.
Net Premiums Written
Net premiums written decreased 53.5% to $7.3 million for the fourth
quarter of 2010 compared with $15.8 million for fourth quarter of 2009.
This decrease was attributed to the same factors as described in the
'Gross Premiums Written' section above.
Net Premium Earned
Net premiums earned were $11.6 million in the fourth quarter of 2010, a
decrease of 56.3% compared to $26.5 million for the fourth quarter of
2009. This decrease was attributed to the same factors as described in
the 'Gross Premiums Written' section above.
Net Investment Income
Investment income increased 7.9% to a gain of $1.4 million in the fourth
quarter of 2010 compared to a gain of $1.3 million for the fourth
quarter of 2009, primarily due to increased yield from the investment
portfolio.
Net Realized Gains and Losses
In the fourth quarter of 2010, the Company had net realized gains of
$0.2 million, as compared to $0.3 million in the fourth quarter of
2009. These gains related to the rebalancing of the investment
portfolio.
Miscellaneous Income and Loss
In the fourth quarter of 2010, the Company had net realized losses of
$0.1 million, as compared to a gain of $0.4 million in the fourth
quarter of 2009. In December 2010, a Mobile, Alabama property and
office building was written down by $0.4 million to an estimated
selling price less costs to sell, reducing miscellaneous income.
Claims Incurred
Claims incurred in the fourth quarter 2010 were $10.1 million, or 87% of
net earned premium, as compared to $23.3 million, or 88% of net earned
premium in the fourth quarter 2009. Claims incurred in the fourth
quarter 2010 included the impact of non-core lines of business for
which premium continued to earn.
Underwriting Expenses
Underwriting and general expenses in the fourth quarter 2010 decreased
to $4.2 million from $5.8 million in the fourth quarter 2009. This
28.9% reduction was primarily due to elimination of non-recurring costs
associated with strategic change initiatives in 2009 coupled with the
resulting reductions in operating costs achieved in 2010 as a result of
those initiatives. As a result of the Company's marginally greater
decline in premiums, the expense ratio including acquisition costs
increased to 53.7% from 44.3% for this period.
Combined Ratio
The combined ratio in the fourth quarter 2010 was 140.7% compared with
132.2% for the same quarter in 2009, which produced an underwriting
loss of $5.0 million in the fourth quarter 2010 compared with a loss of
$9.1 million in the fourth quarter 2009.
Income Tax Provision
Income tax provision for 2010 of $7.9 million included $1.2 million
related to current year benefit on the operating loss of $3.5 million
and the impact of the qualifying transaction on the amount of
carry-forward net operating losses held in the gross deferred tax
inventory. The net deferred tax expense was $9.1 million incurred in
connection with the qualifying transaction.
Net Income and Earnings Per Share
In the fourth quarter of 2010, we incurred an after-tax loss from
operations of $11.4 million compared to an after-tax loss from
operations of $5.1 million in 2009. The loss in the fourth quarter of
2010 was largely due to underwriting results driven by the Company's
relatively smaller book of business and the aforementioned business
activities and tax impacts.
Including all non-recurring expenses and qualifying transaction related
adjustments, the fourth quarter 2010 diluted pre-tax and after-tax
losses per share were $0.19 and $0.62, respectively, compared to fourth
quarter 2009 diluted pre-tax and after-tax losses per share of $0.38
and $0.28, respectively. The equity structure of the Company was
restated to reflect the shares issued in the reverse merger at the date
of the qualifying transaction and for the consolidated financials
prepared post merger to retroactively adjust the legal capital to
reflect the legal capital at the date of the qualifying transaction.
For the years ended December 31, 2010 and 2009
Gross Premiums Written
During the year ended December 31, 2010, gross premiums written were
$46.7 million compared to $107.6 million in 2009 representing a 57.0%
decrease. Written and earned premiums were reduced substantially in
2010 as compared to 2009 and prior years as a result of the changes in
the business coupled with the overall reduction in premium seen
industry-wide as a result of the U.S. economic condition and insurance
cycle.
Gross premiums written from commercial automobile decreased by 73.9% to
$13.7 million compared to $52.6 million in 2009. This decrease was
primarily a result of the actions related to the former parent
company's strategy which focused on private passenger non-standard
automobile insurance. This downward trend began to reverse in July
2010 as plans for Atlas' go forward strategy were communicated
publicly. There is a positive correlation between the economy and
commercial automobile insurance in general. However, public automobile
operators may be less likely than other business classes within the
commercial auto segment to take vehicles out of service as their
businesses and business reputations rely heavily on availability. With
respect to certain business lines, such as taxi insurance, there are
also other factors such as the cost and limited supply of medallions
which may discourage a policy holder from taking vehicles out of
service in the face of reduced demand for the use of the vehicle.
Maintaining continuous insurance on all vehicles under dispatch is an
important aspect of our target policyholders' businesses.
Gross premiums written from non-standard automobile insurance decreased
50.9% to $23.0 million. This reduction in premium was consistent with
Atlas' strategic objective of transitioning away from this line of
business. Although it is non-core business going forward, non-standard
automobile insurance accounted for 49% and 44% of our gross premiums
written for the years ended December 31, 2010 and 2009, respectively.
The significant decrease in gross premiums written was due to the
various steps taken to discontinue unprofitable lines, elimination of
the managing general agents, and the run-off of Southern United Fire
Insurance Company which was merged into ASIC in February 2010.
Also contributing to the reduction in premium volumes were continuing
poor economic conditions in much of the U.S.
Net Premiums Written
Net premiums written decreased 65.7% to $32.5 million for the year ended
December 31, 2010 compared with $94.6 million for the year ended
December 31, 2009. This decrease was attributed to the same factors as
described in the 'Gross Premiums Written' section above.
Net Premiums Earned
Net premiums earned decreased 29.7% to $53.6 million for the year ended
December 31, 2010, compared with $76.2 million for 2009. This decrease
was attributed to the same factors as described in the 'Gross Premiums
Written' section above. The extent of the decrease was mitigated by the
larger volume of business written in 2009 which was partially earned in
2010.
Net Investment Income
Net Investment income, excluding net realized gains, increased by 57.2%
to $6.0 million in 2010, compared to $3.8 million in 2009. The
increase was primarily due to the commutation of affiliated reinsurance
contracts which increased the amount of invested assets held by the
Company by $134.5 million at the date of the commutation.
Net Realized Gains and Losses
The Company incurred net realized investment gains in 2010 of $0.9
million compared to net losses of $0.7 million in 2009. The net gain in
2010 was due to rebalancing investments within the portfolio.
Miscellaneous Income and Losses
Miscellaneous loss for 2010 was $0.5 million compared to income of $2.0
million recorded in 2009. In 2010 the Company incurred other
(non-investment) net realized losses of $2.1 million as a result of a
write off a mortgage loan receivable from its former owner of $1.7
million in June plus a write down of $0.4 million of a Mobile, Alabama
property and office building to an estimated selling price less costs
to sell. These amounts were partially offset by policy installment fee
income of $1.6 million associated with the Company's personal lines
business.
Claims Incurred
The loss ratio for 2010 was 89.7% compared to 85.1% for 2009 due to
increasing ultimate loss estimates for current and prior accident years. The results for 2010 reflected an increase in the provision for unpaid
claims occurring prior to December 31, 2010. This increase was
approximately $4.0 million, of which $2.2 million is related to
discontinued and non-core lines of business, increasing the ratio by
7.4 percentage points for 2010.
The claims results included strengthening of prior years' loss
reserves. This movement in incurred claims, net of reinsurance, for
the years 2010, and 2009 were increases of $5.3 million and $5.9
million, respectively. Also factoring into the percentage increase
in the claims incurred ratio were the impacts of the decreasing gross
written premium volume and corresponding decrease in net earned
premiums on the Company's internal claims adjusting costs or
unallocated loss adjustment expenses ("ULAE").
The Company's total gross unpaid claims provision was $132.6 million and
$169.5 million at year end 2010 and 2009, respectively. Net of
reinsurance recoverables, the Company's unpaid claims provision was
$126.1 million and $164.3 million at year end 2010 and 2009,
respectively.
Underwriting Expenses
The expense ratio was 55.1% in 2010 and 42.9% in 2009. The higher ratio
in 2010 was due to net premium earned decreasing at a greater rate than
expense reductions. This is primarily due to timing of costs associated
with the Company's strategic change program and management fees and
costs allocated from the previous parent of the subsidiaries. Expenses
including legal and other professional fees increased as a percentage
of unearned premium but were reduced by 10% on an absolute cost basis.
The reduction of expenses in 2010 was primarily due to elimination of
non-recurring costs associated with strategic change initiatives in
2009 coupled with the resulting reductions in operating costs achieved
as a result of those initiatives.
Combined Ratio
The combined ratio was 144.8% in 2010 compared with 128.0% in 2009,
which produced an underwriting loss of $25.6 million compared with a
loss of $23.4 million in 2009. The underwriting loss is attributable to
the factors described in the 'Claims Incurred' and 'Underwriting
Expenses' sections above.
Interest Expense
Interest expense for 2010 was $0.8 million, compared to $0.2 million in
2009 representing a $0.6 million increase. The increase was primarily
due to the interest accrued on surplus notes for the full year 2010
versus three months during 2009. The Company's obligation under these
notes was eliminated in connection with the qualifying transaction
effective December, 31, 2010.
Income Tax Provision
Income tax provision for 2010 of $2.6 million includes $6.5 million
related to current year benefit on the operating loss of $19.2 million
and the impact of the qualifying transaction on the amount of
carry-forward net operating losses held in the gross deferred tax
inventory. The net deferred tax expense was $9.1 million which was
incurred in the fourth quarter in connection with the qualifying
transaction.
Net Income and Earnings Per Share
In 2010 we incurred a loss from continuing operations of $21.8 million
compared to a loss from continuing operations of $13.2 million in 2009.
The loss in 2010 was largely due to underwriting losses, reserve
strengthening and income tax impact as indicated above. These factors
have been partially offset by net realized gains on investments and the
reduction of operating expenses.
Including all non-recurring expenses and qualifying transaction related
adjustments, the full year 2010 diluted pre-tax and after-tax losses
per share were $1.05 and $1.19, respectively, compared to full year
2009 diluted pre-tax and after tax losses per share of $0.99 and $0.72,
respectively. The equity structure of the Company is restated to
reflect the shares issued in the reverse acquisition at the date of the
qualifying transaction and for the consolidated financials prepared
post merger to retroactively adjust the legal capital to reflect the
legal capital at the date of the qualifying transaction.
Book Value Per Share
Book value per share increased by 22.1% to $2.30 at December 31, 2010
from $1.88 at December 31, 2009. The increase in book value was due to
capital contributions made by the former parent of the subsidiaries
prior to the qualifying transaction coupled with the factors described
above, including adjustments relating to the accounting treatment of
the qualifying transaction.
Summarized (without notes) consolidated balance sheets, statements of
operations and comprehensive loss follow and form part of this news
release.
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except per share amounts)
As at December 31
2010 2009
Assets
Cash and cash $ 19,037 $ 6,695
equivalents
Securities 154,011 214,910
Accrued 1,293 1,710
investment income
Accounts 13,340 28,109
receivable and other
assets
Due from 11,276 5,811
reinsurers and other
insurers
Deferred policy 3,804 9,399
acquisition costs
Income taxes - 271
recoverable
Future income 6,399 9,273
taxes
Capital assets 1,274 1,423
Assets held for 15,004 -
sale
Total assets $ 225,438 $ 277,601
Liabilities and
Shareholders' Equity
Liabilities:
Notes payable $ - $ 13,500
Accounts 6,015 7,114
payable and accrued
liabilities
Due to 9,614 640
reinsurers and other
insurers
Unearned 17,061 34,286
premiums
Unpaid claims 132,579 169,515
Total $ 165,269 $ 225,055
liabilities
Shareholder's equity:
Ordinary voting $ 8,010 $ 8,010
stock
Restricted 27,760 27,760
voting stock
Preferred stock 18,000 18,000
Contributed 116,714 46,923
surplus
Retained (112,853) (47,196)
earnings (deficit)
Accumulated 2,538 (951)
other comprehensive
income
Total 60,169 52,546
shareholders' equity
Total $ 225,438 $ 277,601
liabilities and
shareholders' equity
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31
(In thousands of U.S. dollars, except per share amounts)
2010 2009
Gross premiums written $ 46,679 $ 107,629
Net premiums written $ 32,478 $ 94,593
Revenue:
Net premiums earned $ 53,603 $ 76,233
Net investment income 6,037 3,880
Net realized investment 888 (719)
gains (losses)
Miscellaneous income (555) 2,012
(loss)
59,973 81,406
Expenses:
Claims incurred 48,074 64,879
Commissions and premium 11,115 12,257
taxes
General, administrative 20,021 22,529
and other expenses
Total Expenses 79,210 99,665
Loss from operations before (19,237) (18,259)
income taxes
Total income taxes 2,575 (5,024)
(recovery)
Net loss after tax $ (21,812) $ (13,235)
Per share amounts
Loss per share - net loss
Basic $ (1.19) $ (0.72)
Diluted $ (1.19) $ (0.72)
Dividends declared per common $ - $ -
share
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(In thousands of U.S. dollars)
Years ended December
31
2010 2009
Comprehensive income
(loss)
Net loss $ (21,812) $ (13,235)
Other comprehensive
income (loss), net of
taxes:
• Change in
unrealized gains
(losses) on
available-for-sale
securities:
Unrealized gains 3,514 2,444
arising during the
year, net of income
taxes((1))
Reclassification
adjustment for losses
realized in the net
loss, net of income
tax benefit ((2)) (203) (910)
• Minimum (153) 175
pension liability
adjustment
Other comprehensive (3,158) 1,709
income (loss)
Comprehensive income $ (18,654) $ (11,526)
(loss)
(1) Net of income tax expense of Nil in 2010, $(1,259) in 2009.
(2) Net of income tax benefit of Nil in 2010, $469 in 2009.
Additional Information
Additional information about Atlas, including a copy of its Annual
Report for the year ended December 31, 2010 and its audited
consolidated financial statements for the years ended December 31, 2010
and 2009, can be accessed on the Canadian Securities Administrators'
website at www.sedar.com or through the Company's website at www.atlas-fin.com.
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 paratransit, limousine/livery and business auto. The
business of Atlas is carried on through its subsidiaries American
Country Insurance Company and American Service Insurance Company, Inc.
Atlas' operating subsidiaries have decades of experience with a
commitment to always be an industry leader in these specialized areas
of insurance.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding the Company
and its 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 our
Annual Report and Management Discussion and Analysis for the year ended
December 31, 2010. 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 the
Company 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/April2011/18/c4846.html
p Scott Wollney, Chief Executive Officer of Atlas Financial Holdings, Inc. at 847-700-8600 /p