Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Atlas Financial Holdings, Inc. | exhibit3122016form10-ka.htm |
| EX-31.1 - EXHIBIT 31.1 - Atlas Financial Holdings, Inc. | exhibit3112016form10-ka.htm |
| EX-23.1 - EXHIBIT 23.1 - Atlas Financial Holdings, Inc. | exhibit231to2016form10-ka.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: | COMMISSION FILE NUMBER: | |
December 31, 2016 | 000-54627 | |
ATLAS FINANCIAL HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CAYMAN ISLANDS | 27-5466079 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
150 NW POINT BOULEVARD | 60007 | |
Elk Grove Village, IL | (Zip Code) | |
(Address of principal executive offices) | ||
Registrant’s telephone number, including area code: (847) 472-6700
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS: | NAME OF EACH EXCHANGE ON WHICH REGISTERED: | |||
Common, $0.003 par value per share | Nasdaq Stock Market | |||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ Accelerated Filer þ
Non-Accelerated Filer ¨ Smaller Reporting Company ¨
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
There were 12,030,703 shares of the Registrant's common stock outstanding as of March 10, 2017, of which 11,902,512 are ordinary voting common shares and 128,191 are restricted voting common shares. As of the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant's common equity held by non-affiliates of the Registrant was approximately $184.0 million (based upon the closing sale price of the Registrant’s common shares on June 30, 2016).
For purposes of the foregoing calculation only, which is required by Form 10-K, the Registrant has included in the shares owned by affiliates those shares owned by directors and officers of the Registrant, and such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose.
* * *
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.
Explanatory Note
Atlas Financial Holdings, Inc. (the "Company") is filing this Amendment No. 1 to the Annual Report on Form 10K/A (this "Amendment") to amend its Annual Report on Form 10K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on March 13, 2017 (the "Original 10K"). This Amendment is being filed solely to correct an administrative error in the content of Exhibit 23.1, Consent of BDO USA, LLP (the "Consent"). The Consent in the Original 10K inadvertently omitted reference to the Company’s shelf registration statement on Form S-3. A revised and updated Consent is attached hereto as exhibit 23.1. In accordance with Rule 12b15 promulgated under the Securities Exchange Act of 1934, as amended, Part IV, Item 15 of the Original 10-K has been amended and restated in its entirety to reflect the filing of the revised Consent and the certifications described below.
Except for the foregoing, the Original 10K remains unchanged. This Amendment does not reflect any events occurring after the filing of the Original 10K nor does it modify or otherwise update in any way disclosures made in the Original 10K. No revisions are being made to the Company's financial statements or any other disclosure contained in the Original 10K.
This Amendment is an exhibit only filing. Except for the filing of Exhibit 23.1, this Amendment does not otherwise update any exhibits as originally filed.
In addition, as required by Rule 12b15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
Item 15. Exhibits and Financial Statement Schedules
(a) (1) The following consolidated financial statements, notes thereto and related information of Atlas Financial Holdings, Inc. are included in Item 8 of the Original 10-K.
Consolidated Statements of Income and Comprehensive Income
Consolidated Statements of Financial Position
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm on Internal Controls over Financial Reporting
Report of Independent Registered Public Accounting Firm
(a) (2) The following additional financial statement schedules and independent auditors' report are furnished in the Original 10-K pursuant to the requirements of Form 10-K:
Schedules required to be filed under the provisions of Regulation S-X Article 7:
Schedule II - Condensed Financial Information of Registrant
Schedule IV - Reinsurance
Schedule V - Valuation and qualifying accounts
Schedule VI - Supplemental information concerning property - casualty insurance operations
All other schedules pursuant to Article 7 of Regulation S-X are omitted because they are not applicable, or because the required information is included in the consolidated financial statements or in the notes thereto.
(a) (3) The following is a list of the exhibits filed as part of this Amendment. The exhibit numbers followed by an asterisk (*) indicate exhibits that are management contracts or compensatory plans or arrangements.
Exhibit | Description | ||
3.1 | Memorandum of Association of Atlas Financial Holdings, Inc. dated December 24, 2010 (incorporated by reference from our general form for registration of securities on Form 10 filed March 26, 2012) | ||
3.2 | Special Resolution amending Article Six of the Amended and Restated Memorandum of Association, filed with the Registrar of Companies in the Cayman Islands on January 29, 2013 (incorporated by reference from our current report on Form 8-K filed January 30, 2013) | ||
4.1(1) | Specimen Ordinary Share Certificate | ||
4.2(1) | Specimen Warrant Agreement | ||
4.3 | Articles of Association of Atlas Financial Holdings, Inc., dated December 24, 2010 (included in Exhibit 3.1 hereto) | ||
4.4 | Form of Senior Indenture (incorporated by reference from our registration statement on Form S-3 filed April 25, 2014) | ||
4.5 | Form of Subordinated Indenture (incorporated by reference from our registration statement on Form S-3 filed April 25, 2014) | ||
10.1(1) | Atlas Financial Holdings, Inc. Stock Option Plan dated January 6, 2011 * | ||
10.2(1) | Form of Atlas Employment Agreement for Executive Management, updated January 1, 2012 * | ||
10.3(1) | Employee Share Purchase Plan Agreement, as adopted June 1, 2011 * | ||
10.4(1) | Defined Contribution Plan Document dated August 11, 2011 * | ||
10.5 | Transition Services Agreement between Kingsway Financial Services, Inc. and American Insurance Acquisition, Inc., dated December 31, 2010 (incorporated by reference from our annual report on Form 10-K/A for the year ended December 31, 2011 (amendment no. 1), filed on May 5, 2012) | ||
10.6(2) | 150 Northwest Point - Sale Agreement | ||
10.7(2) | 150 Northwest Point - Sale Agreement, Amendment 1 | ||
10.8(2) | 150 Northwest Point - Sale Agreement, Amendment 2 | ||
10.9(2) | 150 Northwest Point - Lease Agreement | ||
10.10 | Stock Purchase Agreement among Atlas Financial Holdings, Inc., and Hendricks Holding Company, Inc. dated as of October 24, 2012 (incorporated by reference from our current report on Form 8-K filed October 31, 2012) | ||
10.11 | Atlas Financial Holdings, Inc. 2013 Equity Incentive Plan (incorporated by reference from our proxy statement relating to our 2013 annual meeting of shareholders, filed May 7, 2013) ("Equity Incentive Plan")* | ||
10.12 | First amendment to Equity Incentive Plan (incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2013, filed on March 10, 2014)* | ||
10.13 | Share Sale Agreement between Atlas Financial Holdings, Inc. and Kingsway America, Inc. dated August 1, 2013 (incorporated by reference from our current report on Form 8-K filed August 1, 2013) | ||
10.14 | Director Compensation and Stock Ownership Guidelines (incorporated by reference from our current report on Form 8-K filed June 20, 2013) * | ||
10.15 | Amendment to Director Compensation and Stock Ownership Guidelines (incorporated by reference from our registration statement filed on Form S-1 filed September 19, 2013) * | ||
10.16 | Amended and Restated Option Agreement, dated November 26, 2013, between Atlas Financial Holdings, Inc. and Jordon Kupinsky (incorporated by reference from our registration statement filed on Form S-8 filed November 27, 2013) * | ||
10.17 | Executed Underwriting Agreement, dated February 11, 2013 (incorporated by reference from our current report on Form 8-K filed February 15, 2013) | ||
10.18 | Executed Underwriting Agreement, dated May 20, 2014 (incorporated by reference from our current report on Form 8-K filed May 22, 2014) | ||
10.19 | Loan and Security Agreement between American Insurance Acquisition Inc. and Fifth Third Bank dated as of May 7, 2014 (incorporated by reference from our quarterly report on Form 10-Q for the quarter ended June 30, 2014, filed August 5, 2014) | ||
10.20 | First Amendment to Loan and Security Agreement between American Insurance Acquisition Inc. and Fifth Third Bank dated as of July 3, 2014 (incorporated by reference from our quarterly report on Form 10-Q for the quarter ended June 30, 2014, filed August 5, 2014) | ||
10.21 | Stock Purchase Agreement, dated as of October 17, 2014, between Mr. Hossni Elhelbawi, Atlas Financial Holdings, Inc. and the other parties thereto (incorporated by reference from our current report on Form 8-K filed October 21, 2014) | ||
10.22 | Loan and Security Agreement, dated as of March 9, 2015, by and between American Insurance Acquisition, Inc. and Fifth Third Bank (incorporated by reference from our quarterly report on Form 10-Q for the quarter ended March 31, 2015, filed May 11, 2015) | ||
10.23 | Modification of Loan Documents, dated May 7, 2016, by and between American Insurance Acquisition, Inc. and Fifth Third Bank (incorporated by reference from our current report on Form 8-K filed May 10, 2016) | ||
21(3) | List of Subsidiaries | ||
23.1 + | Consent of BDO USA, LLP | ||
Item 31 – Rule 13a-14(a)/15d-14(a) Certifications | |||
31.1 + | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 + | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Item 32 – Section 1350 Certifications | |||
32.1(3) | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2(3) | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Item 101 - Interactive Data Files | |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
(1) Incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2011, filed on March 26, 2012.
(2) Incorporated by reference from our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed on November 4, 2012.
(3) Filed with the Original10-K
(*) Management contracts and compensatory plans or agreements.
(+) Filed herein
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ATLAS FINANCIAL HOLDINGS, INC. (Registrant) | ||||
/s/ Paul A. Romano By: Paul A. Romano (Vice President and Chief Financial Officer) | ||||
March 21, 2017 | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Scott D. Wollney Scott D. Wollney | President, Chief Executive Officer and Director | March 21, 2017 | ||
/s/ Paul A. Romano Paul A. Romano | Vice President, Chief Financial Officer and Principal Accounting Officer | March 21, 2017 | ||
/s/ Gordon G. Pratt Gordon G. Pratt | Director, Chairman of the Board | March 21, 2017 | ||
/s/ Jordan M. Kupinsky Jordan M. Kupinsky | Director | March 21, 2017 | ||
/s/ Larry G. Swets, Jr. Larry G. Swets, Jr. | Director | March 21, 2017 | ||
/s/ John T. Fitzgerald John T. Fitzgerald | Director | March 21, 2017 | ||