Atlas Financial Holdings, Inc. - FORM 10-Q - August 7, 2017

Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - Atlas Financial Holdings, Inc.q22017exhibit322.htm
EX-32.1 - EXHIBIT 32.1 - Atlas Financial Holdings, Inc.q22017exhibit321.htm
EX-31.2 - EXHIBIT 31.2 - Atlas Financial Holdings, Inc.q22017exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - Atlas Financial Holdings, Inc.q22017exhibit311.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:
 
COMMISSION FILE NUMBER:
June 30, 2017
 
000-54627
atlaslogoa20.jpg
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

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
     Large Accelerated Filer ¨                            Accelerated Filer        þ
        
Non-Accelerated Filer ¨                            Smaller Reporting Company    ¨
(do not check if a smaller reporting company)                    
Emerging Growth Company    þ

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. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨   No  þ

There were 12,030,703 shares of the Registrant’s common stock outstanding as of August 4, 2017, of which 11,930,703 are ordinary voting common shares and 100,000 are restricted voting common shares. Of the Registrant’s ordinary voting common shares outstanding, 10,261,304 shares as of August 4, 2017 were held by non-affiliates of the Registrant.

For purposes of the foregoing calculation only, the Registrant has included in the shares owned by affiliates, those shares owned by directors and officers of the Registrant, but such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose.



ATLAS FINANCIAL HOLDINGS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2017

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




i

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
ATLAS FINANCIAL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
($ in ‘000s, except for share and per share data)

June 30, 2017 (unaudited)
December 31,
2016
Assets
 
 
Investments, available for sale
 
 
Fixed income securities, at fair value (amortized cost $153,761 and $157,451)
$
153,826

$
156,487

Equity securities, at fair value (cost $4,401 and $5,598)
4,841

6,223

Other investments
33,914

32,181

Total Investments
192,581

194,891

Cash and cash equivalents
49,228

29,888

Accrued investment income
1,656

1,228

Premiums receivable (net of allowance of $2,980 and $2,366)
95,685

77,386

Reinsurance recoverables on amounts paid
6,646

7,786

Reinsurance recoverables on amounts unpaid
27,938

35,370

Prepaid reinsurance premiums
14,002

13,372

Deferred policy acquisition costs
17,228

13,222

Deferred tax asset, net
17,327

18,498

Goodwill
2,726

2,726

Intangible assets, net
4,340

4,535

Property and equipment, net
12,680

11,770

Other assets
8,429

12,905

Total Assets
$
450,466

$
423,577

Liabilities
 
 
Claims liabilities
$
118,989

$
139,004

Unearned premiums
143,271

113,171

Due to reinsurers
8,747

8,369

Notes payable, net
23,935

19,187

Other liabilities and accrued expenses
16,667

16,504

Total Liabilities
$
311,609

$
296,235

Commitments and contingencies (see Note 8)


Shareholders’ Equity
 
 
Preferred shares, $0.001 par value, 100,000,000 shares authorized, shares issued and outstanding: June 30, 2017 and December 31, 2016 - 0. Liquidation value $1.00 per share
$
—

$
—

Ordinary voting common shares, $0.003 par value, 266,666,667 shares authorized, shares issued and outstanding: June 30, 2017 - 11,930,703 and December 31, 2016 - 11,895,104
36

36

Restricted voting common shares, $0.003 par value, 33,333,334 shares authorized, shares issued and outstanding: June 30, 2017 - 100,000 and December 31, 2016 - 128,191
—

—

Additional paid-in capital
199,849

199,244

Retained deficit
(61,356
)
(71,718
)
Accumulated other comprehensive income (loss), net of tax
328

(220
)
Total Shareholders’ Equity
$
138,857

$
127,342

Total Liabilities and Shareholders’ Equity
$
450,466

$
423,577

See accompanying Notes to Condensed Consolidated Financial Statements.

1



ATLAS FINANCIAL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
($ in ‘000s, except for share and per share data)
Condensed Consolidated Statements of Income
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017 (unaudited)
June 30, 2016 (unaudited)
June 30, 2017 (unaudited)
June 30, 2016 (unaudited)
Net premiums earned
$
54,049

$
41,802

$
102,475

$
83,555

Net investment income
1,266

1,112

2,409

1,765

Net realized investment gains
284

155

418

394

Other income
103

127

217

229

Total revenue
55,702

43,196

105,519

85,943

Net claims incurred
32,469

24,574

61,769

49,514

Acquisition costs
6,670

3,970

11,766

8,023

Other underwriting expenses
7,342

6,783

14,933

13,354

Amortization of intangible assets
98

98

195

195

Interest expense
644

266

912

499

Expenses recovered pursuant to stock purchase agreements
—

—

—

(402
)
Total expenses
47,223

35,691

89,575

71,183

Income from operations before income tax expense
8,479

7,505

15,944

14,760

Income tax expense
2,969

2,605

5,582

5,049

Net income
5,510

4,900

10,362

9,711

Less: Preferred share dividends
—

78

—

161

Net income attributable to common shareholders
$
5,510

$
4,822

$
10,362

$
9,550

 
 
 
 
 
Basic weighted average common shares outstanding
12,045,519

12,045,519

12,045,519

12,045,519

Earnings per common share basic
$
0.46

$
0.40

$
0.86

$
0.79

Diluted weighted average common shares outstanding
12,181,880

12,747,751

12,191,646

12,749,083

Earnings per common share diluted
$
0.45

$
0.38

$
0.85

$
0.76

 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income
 
 
 
 
 
 
 
 
 
Net income
$
5,510

$
4,900

$
10,362

$
9,711

 
 
 
 
 
Other comprehensive income:
 
 
 
 
Changes in net unrealized investment gains
733

1,756

1,082

4,661

Reclassification to net income
(150
)
288

(239
)
248

Effect of income tax
(204
)
(715
)
(295
)
(1,718
)
Other comprehensive income
379

1,329

548

3,191

Total comprehensive income
$
5,889

$
6,229

$
10,910

$
12,902

See accompanying Notes to Condensed Consolidated Financial Statements.


2


ATLAS FINANCIAL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ in ‘000s)
 
Preferred Shares
Ordinary Voting Common Shares
Restricted Voting Common Shares
Additional Paid-in Capital
Retained Deficit
Accumulated Other Comprehensive (Loss)/Income
Total Share-holders’ Equity
Balance December 31, 2015
$
6,941

$
36

$
—

$
198,041

$
(74,364
)
$
(1,032
)
$
129,622

Net income
—

—

—

—

9,711

—

9,711

Retirement of preferred shares
(402
)
—

—

—

—

—

(402
)
Other comprehensive income
—

—

—

—

—

3,191

3,191

Share-based compensation
—

—

—

836

—

—

836

Balance June 30, 2016 (unaudited)
$
6,539

$
36

$
—

$
198,877

$
(64,653
)
$
2,159

$
142,958

 
 
 
 
 
 
 
 
Balance December 31, 2016
$
—

$
36

$
—

$
199,244

$
(71,718
)
$
(220
)
$
127,342

Net income
—

—

—

—

10,362

—

10,362

Other comprehensive income
—

—

—

—

—

548

548

Share-based compensation
—

—

—

605

—

—

605

Balance June 30, 2017 (unaudited)
$
—

$
36

$
—

$
199,849

$
(61,356
)
$
328

$
138,857

See accompanying Notes to Condensed Consolidated Financial Statements.


3

ATLAS FINANCIAL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in ‘000s)
 
Six Month Periods Ended
 
June 30, 2017 (unaudited)
June 30, 2016 (unaudited)
Operating activities:
 
 
Net income
$
10,362

$
9,711

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization of property and equipment
553

480

Share-based compensation expense
605

836

Amortization of deferred gain on sale of headquarters building
(17
)
(21
)
Amortization of intangible assets
195

195

Deferred income taxes
875

1,361

Net realized investment gains
(418
)
(394
)
Gain in equity of investees
(504
)
(215
)
Amortization of bond premiums and discounts
479

683

Amortization of financing costs
252

34

Expenses recovered pursuant to stock purchase agreements
—

(402
)
Net changes in operating assets and liabilities:
 
 
Accrued investment income
(428
)
118

Premiums receivable, net
(18,298
)
(5,046
)
Due from reinsurers and prepaid reinsurance premiums
7,942

(3,090
)
Deferred policy acquisition costs
(4,005
)
(422
)
Other assets
4,475

10,206

Claims liabilities
(20,015
)
(14,554
)
Unearned premiums
30,100

4,235

Due to reinsurers
378

147

Other liabilities and accrued expenses
179

(1,811
)
Net cash flows provided by operating activities
12,710

2,051

Investing activities:
 
 
Purchases of:
 
 
Fixed income securities
(21,367
)
(36,827
)
Equity securities
(3,100
)
(2,000
)
Other investments
(1,828
)
(5,361
)
Property, equipment and other
(1,463
)
(252
)
Proceeds from sale and maturity of:
 
 
Fixed income securities
24,709

40,601

Equity securities
4,582

—

Other investments
600

1,472

Net cash flows provided by (used in) investing activities
2,133

(2,367
)
Financing activities:
 
 
Proceeds from notes payable, net of issuance costs
23,897

500

Repayment of notes payable
(19,400
)
(100
)
Net cash flows provided by financing activities
4,497

400

Net change in cash and cash equivalents
19,340

84

Cash and cash equivalents, beginning of period
29,888

22,354

Cash and cash equivalents, end of period
$
49,228

$
22,438

 
 
 
Supplemental disclosure of cash information:
 
 
Cash (recovered) paid for:
 
 
Income taxes
$
(236
)
$
3,353

Interest
510

358

Supplemental disclosure of noncash investing and financing activities:
 
 
Redemption of preferred shares related to Gateway stock purchase agreement
—

(402
)
See accompanying Notes to Condensed Consolidated Financial Statements.

4

ATLAS FINANCIAL HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Atlas Financial Holdings, Inc. (“Atlas” or “We” or the “Company”) commenced operations on December 31, 2010. The primary business of Atlas is underwriting commercial automobile insurance in the United States, with a niche market orientation and focus on insurance for the “light” commercial automobile sector. This sector includes taxi cabs, non-emergency para-transit, limousine, livery and business autos. Automobile insurance products provide insurance coverage in three major areas: liability, accident benefits and physical damage. Liability insurance provides coverage, subject to policy terms and conditions where the insured is determined to be responsible and/or liable for an automobile accident, for the payment for injuries and property damage to third parties. Accident benefit policies or personal injury protection policies provide coverage for loss of income, medical and rehabilitation expenses for insured persons who are injured in an automobile accident, regardless of fault. Physical damage coverage subject to policy terms and conditions provides for the payment of damages to an insured automobile arising from a collision with another object or from other risks such as fire or theft. In the short run, automobile physical damage and liability coverage generally provides more predictable results than automobile accident benefit or personal injury insurance.
Atlas’ business is carried out through its “Insurance Subsidiaries”: American Country Insurance Company (“American Country”), American Service Insurance Company, Inc. (“American Service”), Gateway Insurance Company (“Gateway”), and as of March 11, 2015, Global Liberty Insurance Company of New York (“Global Liberty”); and other non-insurance company subsidiaries: Anchor Group Management, Inc. (“Anchor Management”), Plainview Premium Finance Company, Inc. (“Plainview Delaware”) and Plainview Delaware’s wholly-owned subsidiary, Plainview Premium Finance Company of California, Inc. (“Plainview California” and together with Plainview Delaware, “Plainview”).
The Insurance Subsidiaries distribute their insurance products through a network of retail independent agents. Together, the Insurance Subsidiaries are licensed to write property and casualty insurance in 49 states and the District of Columbia in the United States. Atlas’ core products are actively distributed in 42 of those states plus the District of Columbia. The Insurance Subsidiaries share common management and operating infrastructure.
Atlas’ ordinary voting common shares are listed on the NASDAQ stock exchange under the symbol “AFH.”
Basis of presentation - These statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Atlas and the entities it controls. Equity investments in entities that we do not consolidate, including corporate entities in which we have significant influence and partnership and partnership-like entities in which we have more than minor influence over operating and financial policies, are accounted for under the equity method unless we have elected the fair value option. All significant intercompany accounts and transactions have been eliminated. It is the opinion of management that these financial statements reflect all adjustments necessary for a fair statement of the interim results.
The results for the three and six month periods ended June 30, 2017 are not necessarily indicative of the results expected for the full calendar year.
The accompanying unaudited condensed consolidated financial statements, in accordance with Securities and Exchange Commission (“SEC”) rules for interim periods, do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Atlas’ Annual Report on Form 10-K for the year ended December 31, 2016, which provides a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. Atlas has consistently applied the same accounting policies throughout all periods presented.
Estimates and assumptions - The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and changes in estimates are recorded in the accounting period in which they are determined. The liability for unpaid claims and claims adjustment expenses and related amounts recoverable from reinsurers represents the most significant estimate in the accompanying financial statements, and differences between such estimates and actual results could be material. Significant estimates in the accompanying financial statements also include the fair values of investments, deferred policy acquisition cost recoverability, deferred tax asset valuation and business combinations.

5

Seasonality - The property and casualty (“P&C”) insurance business is seasonal in nature. While Atlas’ net premiums earned are generally stable from quarter to quarter, Atlas’ gross premiums written follow the common renewal dates for the “light” commercial risks that represent its core lines of business. For example, January 1 and March 1 are common taxi cab renewal dates in Illinois and New York, respectively. Additionally, our New York “excess taxi program” has an annual renewal date in the third quarter. Net underwriting income is driven mainly by the timing and nature of claims, which can vary widely.
Segmentation - The Company has one reportable business segment. Resources are allocated and management assesses financial performance based on this reportable segment.
2. NEW ACCOUNTING STANDARDS
With the exception of the accounting and disclosure pronouncements discussed below, there have been no recent pronouncements or changes in pronouncements during the six month period ended June 30, 2017, as compared to those described in our Annual Report on Form 10-K for the twelve month period ended December 31, 2016, that are of significance or potential significance to Atlas. Pertinent Accounting Standard Updates (“ASUs”) are issued from time to time by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as they become effective. All recently issued accounting pronouncements with effective dates prior to July 1, 2017 have been adopted by the Company.
Recently Adopted
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The provisions of this update simplify the subsequent measurement of goodwill by eliminating Step 2 from the quantitative analysis. For public entities, this guidance is effective for years beginning after December 15, 2019, including interim periods within those years. Early adoption is permitted after January 1, 2017. Atlas has goodwill associated with one of the insurance subsidiaries and is subject to annual goodwill impairment testing. Atlas early adopted this ASU beginning with the 2017 goodwill impairment testing. The adoption of this ASU does not have any required prior period adjustments and did not have an impact on the consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The provisions of this update simplify certain areas around share-based compensation transactions including income taxes and cash flow classifications. Each amendment within this update has specific guidance on the method of application, which includes prospective, retrospective, and modified retrospective applications. For public entities, this guidance is effective for years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. The Company adopted this ASU in the first quarter of 2017. Atlas did not have any tax “windfall” net operating loss carryforwards as of January 1, 2017, therefore no cumulative effect adjustment is needed. All tax related cash flows are included in the operating section of the Consolidated Statements of Cash Flows with other income taxes retrospectively. Atlas has made the election to estimate future forfeitures, which is consistent with current accounting treatment.
Not Yet Adopted
In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This update provides guidance on when an entity should apply modification accounting when changes are made to a share-based compensation award. For public entities, this guidance is effective for years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company plans on adopting the update on the required effective date using the prescribed prospective approach. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements.
In March 2017, the FASB issued ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This update shortens the amortization period for certain callable fixed income securities held at a premium to the earliest possible call date. For public entities, this guidance is effective for years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company plans on adopting the update on the required effective date using the prescribed modified retrospective approach. Atlas has a number of fixed income securities that are callable and held at a premium. The amount of the difference in amortization from current accounting treatment to the change prescribed in this ASU will be recorded upon adoption as an adjustment to retained earnings and treated as a change in accounting principle. Atlas is currently evaluating the potential impact of the ASU on these certain securities, which will change as securities mature, are sold, or are purchased.

6

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The provisions of this update modify the income tax consequences for intra-entity transaction not involving inventory. For public entities, this guidance is effective for years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company plans on adopting the update on the required effective date using the prescribed modified retrospective approach. Atlas has a number of fixed income securities that were transferred between companies owned by Atlas creating temporary tax differences that will be reversed upon adoption as an adjustment to retained earnings. The current balance of this adjustment is not considered material to the consolidated financial statement results. The amount of the adjustment may decline as certain of these securities mature or are sold.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The provisions of this update address the diversity in practice of eight issues on the statement of cash flows. For public entities, this guidance is effective for years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company plans on adopting the update on the required effective date by retrospectively restating all required amounts for the periods presented in the consolidated financial statements. Atlas’ current presentation of the statement of cash flows is not expected to change as a result of this ASU. Atlas plans to elect the cumulative earnings approach for distributions from equity method investees upon adoption, which is consistent with current practice.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The provisions of this update require an entity to broaden the information that it considers in developing its allowance for credit losses for assets. For public entities, this guidance is effective for years beginning after December 15, 2019, including interim periods within those years. Early adoption is permitted. The Company plans on adopting the update on the required effective date. Atlas does not currently have any investments with credit losses recorded, therefore the provisions of this update are not expected to have a material impact on the consolidated financial statements. Atlas will continue to monitor the investment portfolio and other financial instruments until adoption for any changes.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The provisions of this update impact the classification criteria, disclosure requirements, and other specific transactions in lease accounting. The update requires the use of a modified retrospective approach, which requires leases to be measured at the beginning of the earliest period presented. For public entities, this guidance is effective for years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company plans on adopting the update on the required effective date using the modified retrospective approach to restate beginning with the earliest period presented. See Note 8, ‘Commitments and Contingencies’ for further discussion of the future lease commitments. The adoption of this update is expected to increase both assets and liabilities, equally, on the consolidated statements of financial position by the present value of the leases at each reporting date. There is no expected impact to any of Atlas’ current financial covenants as a result of the increase to reported liabilities.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. One provision of this update requires that equity investments, except those accounted for under the equity method, be measured at fair value and changes in fair value recognized in net income. The provisions of this update are recognized as a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. For public entities, this guidance is effective for years beginning after December 15, 2017, including interim periods within those years. Early adoption is not permitted, except for certain provisions. The Company plans on adopting the update on the required effective date. Atlas has a small portion of its investment portfolio invested in equities covered within the scope of this ASU that will require an adjustment to retained earnings upon adoption. The amount of the adjustment is not expected to be material to the consolidated financial statements. While the current impact of adoption is not expected to be material, the impact of this ASU could potentially add volatility to the Company’s earnings as a result of market risk.
The FASB issued ASU 2014-09, ASU 2015-14, ASU 2016-10, ASU 2016-12, ASU 2016-20 and ASU 2017-05, Revenue from Contracts with Customers (Topic 606). This update is a comprehensive revenue recognition standard that applies to all entities that have contracts with customers, except for those that fall within the scope of other standards, such as insurance contracts. Updates may be applied retrospectively to each period presented or retrospectively with the cumulative effect recognized at the date of initial application. The update is now effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but only for interim and annual periods beginning after December 15, 2016. The Company plans to adopt the update on the required effective date. While these updates to Topic 606 are expected to have a significant impact on many companies, most of Atlas’ revenue is derived from transactions that do not fall within the scope of Topic 606, namely insurance contracts and lease income. The adoption of these ASUs are not expected to have a material impact on the consolidated financial statements. Atlas will continue to monitor and examine transactions that could potentially fall within the scope of Topic 606.
All other recently issued pronouncements with effective dates after June 30, 2017 are not expected to have a material impact on the consolidated financial statements.

7

3. INTANGIBLE ASSETS
The following table presents a summary of intangible assets by major asset class as of June 30, 2017 and December 31, 2016:
($ in ‘000s)
 
 
 
 
 
As of June 30, 2017
Economic Useful Life
 
Gross Carrying Amount
Accumulated Amortization
Net
Trade name and trademark
15 years
 
$
1,800

$
277

$
1,523

Customer relationship
10 years
 
2,700

623

2,077

State insurance licenses
Indefinite
 
740

—

740

 
 
 
$
5,240

$
900

$
4,340

 
 
 
 
 
 
As of December 31, 2016
Economic Useful Life
 
Gross Carrying Amount
Accumulated Amortization
Net
Trade name and trademark
15 years
 
$
1,800

$
217

$
1,583

Customer relationship
10 years
 
2,700

488

2,212

State insurance licenses
Indefinite
 
740

—

740

 
 
 
$
5,240

$
705

$
4,535

4. EARNINGS PER SHARE
Earnings per ordinary voting common share, restricted voting common share, and participative restricted stock unit (“RSU”) (collectively, the “common shares”) for the three and six month periods ended June 30, 2017 and 2016 are as follows:
 
 
Three Month Periods Ended
Six Month Periods Ended
($ in ‘000s, except share and per share amounts)
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Basic:
 
 
 
 
Income from operations before income tax expense
$
8,479

$
7,505

$
15,944

$
14,760

Income tax expense
2,969

2,605

5,582

5,049

Net income
$
5,510

$
4,900

$
10,362

$
9,711

Less: Preferred share dividends
—

78

—

161

Net income attributable to common shareholders
$
5,510

$
4,822

$
10,362

$
9,550

 
Basic weighted average common shares outstanding
12,045,519

12,045,519

12,045,519

12,045,519

Earnings per common share basic
$
0.46

$
0.40

$
0.86

$
0.79

Diluted:
 
 
 
 
 
Basic weighted average common shares outstanding
12,045,519

12,045,519

12,045,519

12,045,519

Add:
 
 
 
 
 
Dilutive stock options outstanding
136,361

179,835

146,127

181,167

 
Dilutive shares upon preferred share conversion
—

522,397

—

522,397

Diluted weighted average common shares outstanding
12,181,880

12,747,751

12,191,646

12,749,083

Earnings per common share diluted
$
0.45

$
0.38

$
0.85

$
0.76

Earnings per common share diluted is computed by dividing net income by the weighted average number of common shares outstanding for each period plus the incremental number of shares added as a result of converting dilutive potential ordinary voting common shares, calculated using the treasury stock method (or, in the case of the convertible preferred shares, using the “if-converted” method).
Atlas’ dilutive potential ordinary voting common shares consist of outstanding stock options to purchase ordinary voting common shares and, for the 2016 computation, preferred shares potentially convertible to ordinary voting common shares at the option of the holders at any date after December 31, 2018 (2,538,560 preferred shares at the rate of 0.1270 ordinary voting common shares for each preferred share, all of which were redeemed during the third quarter of 2016) and after March 11, 2020 (4,000,000 preferred shares at the rate of 0.0500 ordinary voting common shares for each preferred share, all of which were canceled as of December 31, 2016).

8

The effects of these convertible instruments are excluded from the computation of earnings per common share diluted in periods in which the effect would be anti-dilutive. Convertible preferred shares are anti-dilutive when the amount of dividends declared or accumulated in the current period per common share obtainable upon conversion exceeds earnings per common share basic. In the three and six month periods ended June 30, 2017, all exercisable stock options were deemed to be dilutive. In the three and six month periods ended June 30, 2016, all exercisable stock options and all of the convertible preferred shares were deemed to be dilutive.
5. INVESTMENTS
The cost or amortized cost, gross unrealized gains and losses and fair value for Atlas’ investments in fixed income securities and equities are as follows ($ in ‘000s):
As of June 30, 2017
Cost or Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Fixed Income Securities:
 
 
 
 
 
U.S. Treasury and other U.S. government obligations
$
22,793

$
8

$
(165
)
$
22,636

 
States, municipalities and political subdivisions
11,568

71

(72
)
11,567

 
Corporate
 
 
 
 
 
Banking/financial services
21,171

200

(43
)
21,328

 
Consumer goods
8,973

92

(43
)
9,022

 
Capital goods
7,765

174

(2
)
7,937

 
Energy
4,933

100

(43
)
4,990

 
Telecommunications/utilities
11,197

86

(87
)
11,196

 
Health care
1,005

6

(9
)
1,002

 
Total Corporate
55,044

658

(227
)
55,475

 
Mortgage Backed
 
 
 
 
 
Mortgage backed - agency
28,219

83

(246
)
28,056

 
Mortgage backed - commercial
23,637

177

(224
)
23,590

 
Total Mortgage Backed
51,856

260

(470
)
51,646

 
Other asset backed
12,500

19

(17
)
12,502

Total Fixed Income Securities
$
153,761

$
1,016

$
(951
)
$
153,826

Equities
4,401

440

—

4,841

Totals
$
158,162

$
1,456

$
(951
)
$
158,667


9

As of December 31, 2016
Cost or Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Fixed Income Securities:
 
 
 
 
 
U.S. Treasury and other U.S. government obligations
$
22,716

$
15

$
(257
)
$
22,474

 
States, municipalities and political subdivisions
10,647

25

(202
)
10,470

 
Corporate
 
 
 
 
 
Banking/financial services
22,890

105

(143
)
22,852

 
Consumer goods
8,637

45

(89
)
8,593

 
Capital goods
7,807

109

(43
)
7,873

 
Energy
3,689

88

(42
)
3,735

 
Telecommunications/utilities
7,746

22

(151
)
7,617

 
Health care
1,376

3

(22
)
1,357

 
Total Corporate
52,145

372

(490
)
52,027

 
Mortgage Backed
 
 
 
 
 
Mortgage backed - agency
34,332

98

(416
)
34,014

 
Mortgage backed - commercial
21,277

132

(251
)
21,158

 
Total Mortgage Backed
55,609

230

(667
)
55,172

 
Other asset backed
16,334

39

(29
)
16,344

Total Fixed Income Securities
$
157,451

$
681

$
(1,645
)
$
156,487

Equities
5,598

625

—

6,223

Totals
$
163,049

$
1,306

$
(1,645
)
$
162,710

The following table summarizes the amortized cost and fair value of fixed income securities by contractual maturity ($ in ‘000s). As certain securities and debentures have the right to call or prepay obligations, the actual settlement dates may differ from contractual maturity.
As of June 30, 2017
Amortized Cost
Fair Value
One year or less
$
9,337

$
9,342

One to five years
41,490

41,577

Five to ten years
33,028

33,219

More than ten years
5,550

5,540

Total contractual maturity
89,405

89,678

Total mortgage and asset backed
64,356

64,148

Total
$
153,761

$
153,826

Management performs a quarterly analysis of Atlas’ investment holdings to determine if declines in fair value are other than temporary. The analysis includes some or all of the following procedures as deemed appropriate by management:
◦
identifying all security holdings in unrealized loss positions that have existed for at least six months or other circumstances that management believes may impact the recoverability of the security;
◦
obtaining a valuation analysis from third party investment managers regarding these holdings based on their knowledge, experience and other market-based valuation techniques;
◦
reviewing the trading range of certain securities over the preceding calendar period;
◦
assessing whether declines in market value are other than temporary for debt security holdings based on credit ratings from third party security rating agencies; and
◦
determining the necessary provision for declines in market value that are considered other than temporary based on the analyses performed.

10

The risks and uncertainties inherent in the assessment methodology utilized to determine declines in market value that are other than temporary include, but may not be limited to, the following:
◦
the opinion of professional investment managers could prove to be incorrect;
◦
the past trading patterns of individual securities may not reflect future valuation trends;
◦
the credit ratings assigned by independent credit rating agencies may prove to be incorrect due to unforeseen or unknown facts related to a company’s financial situation; and
◦
the debt service pattern of non-investment grade securities may not reflect future debt service capabilities and may not reflect a company’s unknown underlying financial problems.
There were no other-than-temporary impairments recorded for the three and six month periods ended June 30, 2017 and 2016 as a result of the above analysis performed by management.
The aging of unrealized losses on the Company’s investments in fixed income securities and equities is presented as follows ($ in ‘000s):
 
 
Less Than 12 Months
 
More Than 12 Months
 
Total
As of June 30, 2017
Fair Value
Unrealized Losses
 
Fair Value
Unrealized Losses
 
Fair Value
Unrealized Losses
Fixed Income Securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government obligations
$
18,305

$
(165
)
 
$
—

$
—

 
$
18,305

$
(165
)
 
States, municipalities and political subdivisions
4,700

(72
)
 
—

—

 
4,700

(72
)
 
Corporate
 
 
 
 
 
 
 
 
 
Banking/financial services
7,664

(43
)
 
—

—

 
7,664

(43
)
 
Consumer goods
3,809

(33
)
 
198

(10
)
 
4,007

(43
)
 
Capital goods
100

(2
)
 
—

—

 
100

(2
)
 
Energy
1,568

(43
)
 
—

—

 
1,568

(43
)
 
Telecommunications/utilities
4,494

(58
)
 
323

(29
)
 
4,817

(87
)
 
Health care
640

(9
)
 
—

—

 
640

(9
)
 
Total Corporate
18,275

(188
)
 
521

(39
)
 
18,796

(227
)
 
Mortgage Backed
 
 
 
 
 
 
 
 
 
Mortgage backed - agency
17,931

(213
)
 
2,005

(33
)
 
19,936

(246
)
 
Mortgage backed - commercial
12,070

(174
)
 
1,917

(50
)
 
13,987

(224
)
 
Total Mortgage Backed
30,001

(387
)
 
3,922

(83
)
 
33,923

(470
)
 
Other asset backed
4,891

(5
)
 
1,152

(12
)
 
6,043

(17
)
Total Fixed Income Securities
$
76,172

$
(817
)
 
$
5,595

$
(134
)
 
$
81,767

$
(951
)

11

 
 
Less Than 12 Months
 
More Than 12 Months
 
Total
As of December 31, 2016
Fair Value
Unrealized Losses
 
Fair Value
Unrealized Losses
 
Fair Value
Unrealized Losses
Fixed Income Securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government obligations
$
16,187

$
(257
)
 
$
—

$
—

 
$
16,187

$
(257
)
 
States, municipalities and political subdivisions
7,604

(202
)
 
—

—

 
7,604

(202
)
 
Corporate
 
 
 
 
 
 
 
 
 
Banking/financial services
12,429

(143
)
 
132

—

 
12,561

(143
)
 
Consumer goods
5,453

(83
)
 
222

(6
)
 
5,675

(89
)
 
Capital goods
3,224

(37
)
 
100

(6
)
 
3,324

(43
)
 
Energy
229

(1
)
 
959

(41
)
 
1,188

(42
)
 
Telecommunications/utilities
2,620

(73
)
 
962

(78
)
 
3,582

(151
)
 
Health care
476

(22
)
 
—

—

 
476

(22
)
 
Total Corporate
24,431

(359
)
 
2,375

(131
)
 
26,806

(490
)
 
Mortgage Backed
 
 
 
 
 
 
 
 
 
Mortgage backed - agency
21,818

(372
)
 
2,092

(44
)
 
23,910

(416
)
 
Mortgage backed - commercial
10,235

(205
)
 
2,053

(46
)
 
12,288

(251
)
 
Total Mortgage Backed
32,053

(577
)
 
4,145

(90
)
 
36,198

(667
)
 
Other asset backed
977

(2
)
 
4,118

(27
)
 
5,095

(29
)
Total Fixed Income Securities
$
81,252

$
(1,397
)
 
$
10,638

$
(248
)
 
$
91,890

$
(1,645
)
As of June 30, 2017, we held 261 individual fixed income securities that were in an unrealized loss position, of which 23 individual fixed income securities were in a continuous loss position for longer than 12 months. As of December 31, 2016, we held 316 individual fixed income securities that were in an unrealized loss position, of which 39 individual fixed income securities were in a continuous loss position for longer than 12 months. We did not recognize the unrealized losses in earnings on these fixed income securities for the three and six month periods ended June 30, 2017 or for the year ended December 31, 2016, because we neither intend to sell the securities nor do we believe that it is more likely than not that we will be required to sell these securities before recovery of their amortized costs.
The following table summarizes the components of net investment income for the three and six month periods ended June 30, 2017 and 2016 ($ in ‘000s):
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Total investment income
 
 
 
 
   Interest income
$
917

$
937

$
1,805

$
1,919

   Income from other investments
573

399

1,049

296

Investment expenses
(224
)
(224
)
(445
)
(450
)
Net investment income
$
1,266

$
1,112

$
2,409

$
1,765


12

The following table presents the aggregate proceeds, gross realized gains and gross realized losses from sales and calls of fixed income securities and equities for the three and six month periods ended June 30, 2017 and 2016 ($ in ‘000s):
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Fixed income securities1:
 
 
 
 
Proceeds from sales and calls
$
9,130

$
7,733

$
14,352

$
29,258

Gross realized gains
110

191

164

515

Gross realized losses
(22
)
(36
)
(32
)
(121
)
Equities:
 
 
 
 
Proceeds from sales
$
3,128

$
—

$
4,582

$
—

Gross realized gains
196

—

288

—

Gross realized losses
—

—

(2
)
—

Total:
 
 
 
 
Proceeds from sales and calls
$
12,258

$
7,733

$
18,934

$
29,258

Gross realized gains
306

191

452

515

Gross realized losses
(22
)
(36
)
(34
)
(121
)
1 - The proceeds from sales and calls, gross realized gains and gross realized losses on fixed income securities for the three and six month periods ended June 30, 2016 were restated to include both voluntary and involuntary calls.
The following table summarizes the components of net investment realized gains for the three and six month periods ended June 30, 2017 and 2016 ($ in ‘000s):
 
 
Three Month Periods Ended
Six Month Periods Ended
 
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Fixed income securities
$
88

$
155

$
132

$
394

Equities
196

—

286

—

Net investment realized gains
$
284

$
155

$
418

$
394

Other Investments:
Atlas’ other investments are comprised of collateral loans and various limited partnerships that invest in income-producing real estate, equities, or insurance linked securities. Atlas accounts for these limited partnership investments using the equity method of accounting. The carrying values of the equity method limited partnerships were $26.3 million and $24.9 million as of June 30, 2017 and December 31, 2016, respectively. The carrying value of these investments is Atlas’ share of the net book value for each limited partnership, an amount that approximates fair value. Atlas receives payments on a routine basis that approximate the income earned on one of the limited partnerships that invests in income-producing real estate. The carrying value of the collateral loans was $7.6 million and $7.2 million as of June 30, 2017 and December 31, 2016, respectively.
The Company recognizes an impairment loss for equity method limited partnerships when evidence demonstrates that the loss is other than temporary. To determine if an other-than-temporary impairment has occurred, the Company evaluates whether or not the investee could sustain a level of earnings that would justify the carrying amount of the investment. Collateral loans are considered impaired when it is probable that the Company will not collect the contractual principal and interest. Valuation allowances are established for impaired loans equal to the fair value of the collateral less costs to sell or the present value of the loan’s expected future repayment cash flows discounted at the loan’s original effective interest rate. Valuation allowances are adjusted for subsequent changes in the fair value of the collateral less costs to sell or the present value of the loan’s expected future repayment cash flows. As of June 30, 2017 and as of December 31, 2016, the Company had no valuation allowances established for impaired loans.

13

Collateral pledged:
As of June 30, 2017 and as of December 31, 2016, bonds and term deposits with a fair value of $15.1 million were on deposit with state and provincial regulatory authorities. Also, from time to time, the Company pledges securities to and deposits cash with third parties to collateralize liabilities incurred under its policies of reinsurance assumed and other commitments made by the Company. As of June 30, 2017 and as of December 31, 2016, the amounts of such pledged securities were $11.2 million and $5.6 million, respectively. Collateral pledging transactions are conducted under terms that are common and customary to standard collateral pledging and are subject to the Company’s standard risk management controls. These assets and investment income related thereto remain the property of the Company while pledged. Neither the state and/or provincial regulatory authorities nor any other third party has the right to re-pledge or sell said securities held on deposit.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
U.S. GAAP requires certain assets and liabilities to be reported at fair value in the financial statements and provides a framework for establishing that fair value. Level 1 inputs are given the highest priority in the hierarchy, while Level 3 inputs are given the lowest priority. Assets and liabilities carried at fair value are classified in one of the following three categories based on the nature of the inputs to the valuation technique used:
Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 - Unobservable inputs that are not corroborated by market data. These inputs reflect management’s best estimate of fair value using its own assumptions about the assumptions a market participant would use in pricing the asset or liability.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Atlas’ assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of the asset or liability within the fair value hierarchy levels.
The following is a summary of significant valuation techniques for assets measured at fair value on a recurring basis:
Level 1
Equities: Comprised of publicly-traded common stocks. Valuation is based on unadjusted quoted prices for identical assets in active markets that Atlas can access.
Fixed Income: Comprised of certain U.S. Treasury fixed income securities. Valuation is based on unadjusted quoted prices for identical assets in active markets that Atlas can access.
Level 2
States, Municipalities and Political Subdivisions: Comprised of U.S. States, Territories and Possessions, U.S. Political Subdivisions of States, Territories and Possessions, U.S. Special Revenue and Special Assessment Obligations. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.
Corporate Bonds: Comprised of investment-grade fixed income securities. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.
Mortgage-backed and Other asset-backed: Comprised of securities that are collateralized by mortgage obligations and other assets. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields, collateral performance and credit spreads.

14

The following table summarizes Atlas’ investments at fair value as of June 30, 2017 and as of December 31, 2016 ($ in ‘000s):
As of June 30, 2017
Level 1
Level 2
Level 3
Total
Fixed Income Securities:
 
 
 
 
U.S. Treasury and other U.S. government obligations
$
22,636

$
—

$
—

$
22,636

States, municipalities and political subdivisions
—

11,567

—

11,567

Corporate
 
 
 
 
Banking/financial services
—

21,328

—

21,328

Consumer goods
—

9,022

—

9,022

Capital goods
—

7,937

—

7,937

Energy
—

4,990

—

4,990

Telecommunications/utilities
—

11,196

—

11,196

Health care
—

1,002

—

1,002

Total Corporate
—

55,475

—

55,475

Mortgage Backed
 
 
 
 
Mortgage backed - agency
—

28,056

—

28,056

Mortgage backed - commercial
—

23,590

—

23,590

Total Mortgage Backed
—

51,646

—

51,646

Other asset backed
—

12,502

—

12,502

Total Fixed Income Securities
$
22,636

$
131,190

$
—

$
153,826

Equities
4,841

—

—

4,841

Totals
$
27,477

$
131,190

$
—

$
158,667

As of December 31, 2016
Level 1
Level 2
Level 3
Total
Fixed Income Securities:
 
 
 
 
U.S. Treasury and other U.S. government obligations
$
22,474

$
—

$
—

$
22,474

States, municipalities and political subdivisions
—

10,470

—

10,470

Corporate
 
 
 
 
Banking/financial services
—

22,852

—

22,852

Consumer goods
—

8,593

—

8,593

Capital goods
—

7,873

—

7,873

Energy
—

3,735

—

3,735

Telecommunications/utilities
—

7,617

—

7,617

Health care
—

1,357

—

1,357

Total Corporate
—

52,027

—

52,027

Mortgage Backed
 
 
 
 
Mortgage backed - agency
—

34,014

—

34,014

Mortgage backed - commercial
—

21,158

—

21,158

Total Mortgage Backed
—

55,172

—

55,172

Other asset backed
—

16,344

—

16,344

Total Fixed Income Securities
$
22,474

$
134,013

$
—

$
156,487

Equities
6,223

—

—

6,223

Totals
$
28,697

$
134,013

$
—

$
162,710

Atlas primarily uses the services of external securities pricing vendors to obtain these values. Atlas then reviews these valuations to ensure that the values are accurately recorded and that the data inputs and valuation techniques utilized are appropriate, consistently applied, and that the assumptions are reasonable and consistent with the objective of determining fair value.

15

Though Atlas believes the valuation methods used in determining fair value are appropriate, different methodologies or assumptions could result in a different fair value as of June 30, 2017. Management does not believe that reasonable changes to the inputs to its valuation methodology would result in a significantly higher or lower fair value measurement.
The Company had no fair value investments classified as Level 3 as of June 30, 2017 or as of December 31, 2016. There were no transfers in or out of Level 2 or Level 3 during the three and six month periods ended June 30, 2017 and 2016.
7. INCOME TAXES
Atlas’ effective tax rate was 35.0% for each of the three and six month periods ended June 30, 2017 and 34.7% and 34.2% for the three and six month periods ended June 30, 2016, respectively. The table below reconciles the U.S. statutory marginal income tax rate to the effective tax rate ($ in ‘000s):
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
 
Amount
%
Amount
%
Amount
%
Amount
%
Provision for taxes at U.S. statutory marginal income tax rate
$
2,968

35.0
 %
$
2,627

35.0
 %
$
5,581

35.0
 %
$
5,166

35.0
 %
Nondeductible expenses
6

0.1
 %
9

0.1
 %
27

0.2
 %
9

0.1
 %
Tax-exempt income
(5
)
(0.1
)%
(12
)
(0.1
)%
(10
)
(0.1
)%
(24
)
(0.2
)%
State tax (net of federal benefit)
—

—
 %
(19
)
(0.3
)%
(2
)
—
 %
39

0.3
 %
Nondeductible acquisition accounting adjustment
—

—
 %
—

—
 %
—

—
 %
(141
)
(1.0
)%
Other
—

—
 %
—

—
 %
(14
)
(0.1
)%
—

—
 %
Provision for income taxes for continuing operations
$
2,969

35.0
 %
$
2,605

34.7
 %
$
5,582

35.0
 %
$
5,049

34.2
 %
Income tax expense consists of the following for the three and six month periods ended June 30, 2017 and 2016 ($ in ‘000s):
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Current tax expense
$
2,304

$
2,025

$
4,707

$
3,689

Deferred tax expense
665

580

875

1,360

Total
$
2,969

$
2,605

$
5,582

$
5,049

Upon the transaction forming Atlas on December 31, 2010, a yearly limitation as required by U.S. Internal Revenue Code of 1986 (as amended, “IRC”) Section 382 that applies to changes in ownership on the future utilization of Atlas’ net operating loss carryforwards was calculated. The Insurance Subsidiaries’ prior parent retained those tax assets previously attributed to the Insurance Subsidiaries, which could not be utilized by Atlas as a result of this limitation. As a result, Atlas’ ability to recognize future tax benefits associated with a portion of its deferred tax assets generated during prior years has been permanently limited to the amount determined under IRC Section 382. The result is a maximum expected net deferred tax asset that Atlas has available after the merger, which is believed more likely than not to be utilized in the future, after consideration of the valuation allowance.
On July 22, 2013, due to shareholder activity, a “triggering event” as determined under IRC Section 382 occurred. As a result, under IRC Section 382, the use of the Company’s net operating loss and other carryforwards will be limited as a result of this “ownership change” for tax purposes, which is defined as a cumulative change of more than 50% during any three-year period by shareholders owning 5% or greater portions of the Company’s shares. Due to this triggering event, the Company estimates that it will retain total tax effected federal net operating loss carryforwards of approximately $13.0 million as of June 30, 2017.

16

The components of net deferred income tax assets and liabilities as of June 30, 2017 and December 31, 2016 are as follows ($ in ‘000s):
 
June 30, 2017
December 31, 2016
Gross deferred tax assets:
 
 
Losses carried forward
$
13,034

$
14,535

Claims liabilities and unearned premiums
10,418

8,546

Tax credits
662

662

Investments
2

—

Commissions
1,025

1,269

Other
2,674

2,184

Total gross deferred tax assets
27,815

27,196

 
 
 
Gross deferred tax liabilities:
 
 
Deferred policy acquisition costs
6,029

4,628

Investments
727

475

Fixed assets
559

559

Intangible assets
1,260

1,328

Other
1,913

1,708

Total gross deferred tax liabilities
10,488

8,698

Net deferred tax assets
$
17,327

$
18,498

Amounts and expiration dates of the operating loss carryforwards as of June 30, 2017 are as follows ($ in ‘000s):
Year of Occurrence
Year of Expiration
Amount
2001
2021
$
3,058

2002
2022
4,317

2006
2026
7,825

2007
2027
5,131

2008
2028
1,949

2009
2029
1,949

2010
2030
1,949

2011
2031
1,826

2012
2032
9,236

Total
 
$
37,240

Atlas has not established a valuation allowance for its gross future deferred tax assets as of June 30, 2017 or as of December 31, 2016. Based on Atlas’ expectations of future taxable income, its ability to change its investment strategy, as well as reversing gross future tax liabilities, management believes it is more likely than not that Atlas will fully realize the net future tax assets.
Atlas accounts for uncertain tax positions in accordance with the income taxes accounting guidance. Atlas has analyzed filing positions in the federal and state jurisdictions where it is required to file tax returns, as well as the open tax years in these jurisdictions. Atlas believes that its federal and state income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain federal and state income tax positions have been recorded. Atlas would recognize interest and penalties related to unrecognized tax benefits as a component of the provision for federal income taxes. Atlas did not incur any federal income tax related interest income, interest expense or penalties for the three and six month periods ended June 30, 2017 and 2016. The Internal Revenue Service (“IRS”) completed its audit of tax year 2012 during the three month period ended March 31, 2016. No changes to tax year 2012 were made to our reported tax. Tax year 2013 and years thereafter are subject to examination by the IRS.

17

8. COMMITMENTS AND CONTINGENCIES
On May 22, 2012, Atlas closed the sale and leaseback of its headquarters building to 150 Northwest Point, LLC, a Delaware limited liability company. Atlas recognized a gain on the sale of this property of $213,000, which was deferred and recognized over the five year lease term, which ended in May 2017. Atlas recognized $6,000 and $10,000 as an offset to rent expense for the three month periods ended June 30, 2017 and 2016, respectively. Total rental expense recognized on the headquarters building was $201,000 and $187,000 for the three month periods ended June 30, 2017 and 2016, respectively. Atlas recognized $17,000 and $21,000 as an offset to rent expense for the six month periods ended June 30, 2017 and 2016, respectively. Total rental expense recognized on the headquarters building was $398,000 and $370,000 for the six month periods ended June 30, 2017 and 2016, respectively. The increase in rental expense on the headquarters building for the three and six month periods ended June 30, 2017 was primarily due to the leasing of additional space.
As of June 30, 2017, Atlas has the following future minimum rentals, related principally to office space, required under operating leases having initial or remaining noncancelable lease terms in excess of one year ($ in ‘000s):
Year
2017
2018
2019
2020
2021
2022 & Beyond
Total
Amount
$
517

$
993

$
996

$
990

$
946

$
146

$
4,588

The Company has entered into various contracts to renovate and furnish the building that was purchased in 2016 to serve as the Company’s new headquarters (see Note 9). As of June 30, 2017, the remaining contractual obligations related to the renovation and furnishing of Atlas’ new headquarters building are $8.9 million.
The Company has entered into subscription agreements to allow for participation by the Company in limited liability investments, which invest in income-producing real estate, equities and insurance linked securities. As of June 30, 2017, the unfunded commitments are $2.8 million.
In the ordinary course of its business, Atlas is involved in legal proceedings, including lawsuits, regulatory examinations and inquiries. Based on currently available information, the Company does not believe that it is reasonably possible that any of its pending legal proceedings will have a material effect on the Company’s consolidated financial statements.
Atlas is exposed to credit risk on balances receivable from policyholders, agents and reinsurers. Credit exposure to any one individual policyholder is not material. The Company’s policies, however, are distributed by agents who may manage cash collection on its behalf pursuant to the terms of their agency agreement. Atlas has procedures to monitor and minimize its exposure to delinquent agent balances, including, but not limited to, reviewing account current statements, processing policy cancellations for non-payment and other collection efforts deemed appropriate. Atlas also has procedures to evaluate the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurers’ insolvency.
Virtually all states require insurers licensed to do business therein to bear a portion of contingent and incurred claims handling expenses and the unfunded amount of “covered” claims and unearned premium obligations of impaired or insolvent insurance companies, either up to the policy’s limit, the applicable guaranty fund covered claims obligation cap, or 100% of statutorily defined workers’ compensation benefits, subject to applicable deductibles. These obligations are funded by assessments, made on a retrospective, prospective or pre-funded basis, which are levied by guaranty associations within the state, up to prescribed limits (typically 2% of “net direct written premium”), on all member insurers in the state on the basis of the proportionate share of the premiums written by member insurers in certain covered lines of business in which the impaired, insolvent or failed insurer was engaged.
In addition, as a condition to the ability to conduct business in certain states (and within the jurisdiction of some local governments), insurance companies are subject to or required to participate in various premium or claims based insurance-related assessments, including non-voluntary assigned risk pools, underwriting associations, workers’ compensation second-injury funds, reinsurance funds and other state insurance facilities. Atlas’ proportionate share of these various premium or claims based insurance-related assessments, including non-voluntary assigned risk pools, underwriting associations, workers’ compensation second-injury funds, reinsurance funds and other state insurance facilities is not material.

18

9. PROPERTY AND EQUIPMENT
Atlas held the following property and equipment, including internal use software, as of June 30, 2017 and as of December 31, 2016 (excluding assets held for sale) ($ in ‘000s):
 
June 30, 2017
December 31, 2016
Buildings
$
7,433

$
7,425

Land
1,840

1,840

Building improvements
642

139

Leasehold improvements
579

527

Internal use software
8,662

8,078

Computer equipment
2,719

2,464

Furniture and other office equipment
647

586

Total
22,522

21,059

Accumulated depreciation
(9,842
)
(9,289
)
Total property and equipment, net
$
12,680

$
11,770

Depreciation expense and amortization was $280,000 and $218,000 for the three month periods ended June 30, 2017 and 2016, respectively. Depreciation expense and amortization was $553,000 and $480,000 for the six month periods ended June 30, 2017 and 2016, respectively. For the year ended December 31, 2016, depreciation expense and amortization was $1.0 million.
During 2016, Atlas purchased a building and land for $9.3 million to serve as its new corporate headquarters to replace the current leased office space. There was no depreciation expense related to the building recorded for the three and six month periods ended June 30, 2017 or for the year ended December 31, 2016.
10. REINSURANCE CEDED
As is customary in the insurance industry, Atlas reinsures portions of certain insurance policies it writes, thereby providing a greater diversification of risk and minimizing exposure on larger risks. Atlas remains contingently at risk with respect to any reinsurance ceded and would incur an additional loss if an assuming company were unable to meet its obligation under the reinsurance treaty.
Atlas monitors the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. Letters of credit are maintained for any unauthorized reinsurer to cover ceded unearned premium, ceded claims and claims adjustment expense reserve balances and ceded paid claims. These policies mitigate the risk of credit quality or dispute from becoming a danger to financial strength. To date, the Company has not experienced any material difficulties in collecting reinsurance recoverables.
Premiums written, premiums earned and amounts related to reinsurance as of and for the three and six month periods ended June 30, 2017 and 2016 are as follows ($ in ‘000s):
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Direct premiums written
$
56,409

$
48,312

$
147,474

$
109,380

Assumed premiums written
945

41

8,376

2,998

Ceded premiums written
(11,042
)
(13,096
)
(23,905
)
(27,050
)
Net premiums written
$
46,312

$
35,257

$
131,945

$
85,328

 
 
 
 
 
Direct premiums earned
$
63,474

$
53,877

$
121,839

$
106,661

Assumed premiums earned
2,254

864

3,911

1,482

Ceded premiums earned
(11,679
)
(12,939
)
(23,275
)
(24,588
)
Net premiums earned
$
54,049

$
41,802

$
102,475

$
83,555

 
 
 
 
 
Ceded claims and claims adjustment expenses
$
3,109

$
4,685

$
6,834

$
9,122

Ceding commissions
3,085

4,299

6,785

6,232


19

11. CLAIMS LIABILITIES
Unpaid claims and claims adjustment expenses
The changes in the provision for unpaid claims and claims adjustment expenses, net of amounts recoverable from reinsurers, for the three and six month periods ended June 30, 2017 and 2016 were as follows ($ in ‘000s):
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Unpaid claims and claims adjustment expenses, beginning of period
$
127,971

$
121,379

$
139,004

$
127,011

Less: reinsurance recoverable
33,223

28,272

35,370

29,399

Net unpaid claims and claims adjustment expenses, beginning of period
94,748

93,107

103,634

97,612

 
 
 
 
 
Change in retroactive reinsurance ceded
62

271

45

274

 
 
 
 
 
Incurred related to:
 
 
 
 
Current year
32,315

24,513

61,328

49,150

Prior years
154

61

441

364

 
32,469

24,574

61,769

49,514

 
 
 
 
 
Paid related to:
 
 
 
 
Current year
10,147

8,453

15,551

13,740

Prior years
26,081

22,733

58,846

46,894

 
36,228

31,186

74,397

60,634

 
 
 
 
 
Net unpaid claims and claims adjustment expenses, end of period
91,051

86,766

91,051

86,766

Add: reinsurance recoverable
27,938

25,691

27,938

25,691

Unpaid claims and claims adjustment expenses, end of period
$
118,989

$
112,457

$
118,989

$
112,457

The process of establishing the estimated provision for unpaid claims and claims adjustment expenses is complex and imprecise, as it relies on the judgment and opinions of a large number of individuals, on historical precedent and trends, on prevailing legal, economic, social and regulatory trends and on expectations as to future developments.
The unfavorable development for the three and six month periods ended June 30, 2017 and the six month period ended June 30, 2016 primarily resulted from Atlas’ participation in non-voluntary assigned risk pools. The unfavorable development for the three month period ended June 30, 2016 resulted from Atlas’ participation in non-voluntary assigned risk pools offset by favorable development on the run-off surety program. Assigned risk pools are established by state governments to cover high-risk insureds who cannot purchase insurance through conventional means.
12. SHARE-BASED COMPENSATION
On January 6, 2011, Atlas adopted a stock option plan (the “Stock Option Plan”) in order to advance the interests of Atlas by providing incentives to eligible persons defined in the plan. In the second quarter of 2013, a new equity incentive plan (the “Equity Incentive Plan”) was approved by the Company’s common shareholders at the Annual General Meeting, and Atlas ceased to grant new stock options under the preceding Stock Option Plan. The Equity Incentive Plan is a securities based compensation plan, pursuant to which Atlas may issue restricted stock grants for ordinary voting common shares, restricted units, stock grants for ordinary voting common shares, stock options and other forms of equity incentives to eligible persons as part of their compensation. The Equity Incentive Plan is considered an amendment and restatement of the Stock Option Plan, although outstanding stock options issued pursuant to the Stock Option Plan will continue to be governed by the terms of the Stock Option Plan.


20

Stock options - Stock option activity for the six month periods ended June 30, 2017 and 2016 follows (prices in Canadian dollars designated with “C$” and United States dollars designated with “US$”):
 
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
C$ Denominated:
Number of Shares
Average Exercise Price
Number of Shares
Average Exercise Price
Outstanding, beginning of period
187,728

C$6.22
187,728

C$6.22
Granted
—

—

—

—

Exercised
—

—

—

—

Outstanding, end of period
187,728

C$6.22
187,728

C$6.22
 
 
 
 
 
 
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
US$ Denominated:
Number of Shares
Average Exercise Price
Number of Shares
Average Exercise Price
Outstanding, beginning of period
375,000

US$17.01
375,000

US$17.01
Granted
—

—

—

—

Exercised
—

—

—

—

Outstanding, end of period
375,000

US$17.01
375,000

US$17.01
There are 362,728 stock options that are exercisable as of June 30, 2017. The stock option grants outstanding have a weighted average remaining life of 6.33 years and have an intrinsic value of $2.3 million as of June 30, 2017.
Under the Equity Incentive Plan, a director who either directly or indirectly purchases up to $100,000 of Atlas ordinary voting common stock on the open market, through the employee stock purchase plan, or via other means acceptable under this plan (see Note 13) will receive a 3 to 1 matching grant of restricted stock grants for ordinary voting common shares (or for Canadian taxpayers, restricted stock units) based on the aggregate purchase price of ordinary voting common shares the director purchases during the six month period that began on June 18, 2013 and ended on December 31, 2013, or for new directors within 6 months of their initial appointment date (the “Purchase Period”).  Matching share grants of 148,152 restricted stock grants for ordinary voting common shares and 37,038 restricted stock units were made on February 28, 2014 (the “Grant Date”). The number of ordinary voting common shares issued on the Grant Date were determined by dividing (A) the dollar amount of the Company matching contribution due based on purchases during the Purchase Period by (B) the closing common share price of one share of Company ordinary voting common stock at close of market on June 17, 2013 (the “Closing Price”) which was $8.10 per share. The restricted stock grants for ordinary voting common shares will vest 20% on each anniversary of the Grant Date, subject to the terms of the Guidelines. The matching grant will be subject to all of the terms and conditions of the Equity Incentive Plan and applicable grant agreements. 
On March 12, 2015, the Board of Directors of Atlas granted equity awards of (i) 200,000 restricted voting common shares of the Company and (ii) 200,000 options to acquire ordinary voting common shares to the executive officers of the Company as part of the Company’s annual compensation process.  The awards were made under the Company’s Equity Incentive Plan. The awards vest in five equal annual installments of 20%, provided that an installment shall not vest unless an annual performance target based on specific book value growth rates linked to return on equity goals is met.  In the event the performance target is not met in any year, the 20% installment for such year shall not vest, but such non-vested installment shall carry forward and can become vested in future years (up to the fifth year from the date of grant), subject to achievement in a future year of the applicable performance target for such year.  For the three and six month periods ended June 30, 2017, 40,000 shares vested.
The Monte-Carlo simulation model was used, for both the options and restricted voting common share grants, to estimate the fair value of compensation expense as a result of the performance based component of these grants.  Utilizing the Monte-Carlo simulation model, the fair values were $1.5 million and $1.9 million for the options and restricted voting common share grants, respectively.   This expense will be amortized over the anticipated vesting period.

21

Restricted shares - The activity for the restricted voting common shares and restricted share units for the six month periods ended June 30, 2017 and 2016 are as follows:
 
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
 
Number of Shares
Weighted Average Fair Value at Grant Date
Number of Shares
Weighted Average Fair Value at Grant Date
Non-vested, beginning of period
311,120

$
15.92

348,155

$
15.53

Granted
—

—

—

—

Vested
(77,040
)
15.21

(37,035
)
12.20

Non-vested, end of period
234,080

$
16.15

311,120

$
15.92

In accordance with ASC 718 (Stock-Based Compensation), Atlas has recognized share-based compensation expense on a straight-line basis over the requisite service period of the last separately vesting portion of the award. Share-based compensation expense is a component of other underwriting expenses on the statements of income and comprehensive income. Atlas recognized $285,000 and $388,000 in share-based compensation expense, including income tax expense, for the three month periods ended June 30, 2017 and 2016, respectively. Atlas recognized $605,000 and $836,000 in share-based compensation expense, including income tax expense, for the six month periods ended June 30, 2017 and 2016, respectively. Total unearned share-based compensation expense was $812,000 related to all stock option grants and $1.8 million related to restricted voting common shares and restricted share units as of June 30, 2017. This unearned share-based compensation expense will be amortized over the next 32 months.
13. OTHER EMPLOYEE BENEFIT PLANS
Defined Contribution Plan - Atlas has a defined contribution 401(k) plan covering all qualified employees of Atlas and its subsidiaries. Contributions to this plan are limited based on IRS guidelines. Atlas matches 100% of the employee contribution up to 2.5% of annual earnings, plus 50% of additional contributions up to 2.5% of annual earnings, for a total maximum expense of 3.75% of annual earnings per participant. Atlas’ matching contributions are discretionary. Employees are 100% vested in their own contributions and vest in Atlas contributions based on years of service equally over 5 years with 100% vested after 5 years. Company contributions were $114,000 and $106,000 for the three month periods ended June 30, 2017 and 2016, respectively. Company contributions were $242,000 and $217,000 for the six month periods ended June 30, 2017 and 2016, respectively.
Employee Stock Purchase Plan - The Atlas Employee Stock Purchase Plan (the “ESPP”) encourages employee interest in the operation, growth and development of Atlas and provides an additional investment opportunity to employees. Full time and permanent part time employees working more than 30 hours per week were allowed to invest up to 7.5% of adjusted salary in Atlas ordinary voting common shares. Atlas matches 100% of the employee contribution up to 2.5% of annual earnings, plus 50% of additional contributions up to 5% of annual earnings, for a total maximum expense of 5% of annual earnings per participant. Atlas’ matching contributions are discretionary. Atlas also pays all administrative costs related to this plan. Atlas’ costs incurred related to the matching portion of the ESPP were $50,000 and $52,000 for the three month periods ended June 30, 2017 and 2016, respectively, and $105,000 and $96,000 for the six month periods ended June 30, 2017 and 2016, respectively. Share purchases pursuant to this plan are made in the open market.
14. SHARE CAPITAL
The share capital is as follows:
 
 
June 30, 2017
December 31, 2016
 
Shares Authorized
Shares Issued and Outstanding
Amount
($ in ‘000s)
Shares Issued and Outstanding
Amount
($ in ‘000s)
Preferred shares
100,000,000

—

$
—

—

$
—

 
 
 
 
 
 
Ordinary voting common shares
266,666,667

11,930,703

$
36

11,895,104

$
36

Restricted voting common shares
33,333,334

100,000

—

128,191

—

Total common shares
300,000,001

12,030,703

$
36

12,023,295

$
36


22

All of the issued and outstanding restricted voting common shares are beneficially owned or controlled by Kingsway Financial Services, Inc. (including its subsidiaries and affiliated companies, “Kingsway”). The restricted voting common shares are entitled to vote at all meetings of shareholders, except at meetings of holders of a specific class that are entitled to vote separately as a class. The restricted voting common shares as a class shall not carry more than 30% of the aggregate votes eligible to be voted at a general meeting of common shareholders. The restricted voting common shares will convert to ordinary voting common shares in the event that these Kingsway-owned shares are sold to non-affiliates of Kingsway. During the second quarter of 2017, 28,191 restricted voting common shares were converted to ordinary voting common shares due to the sale by Kingsway of the shares to a non-affiliate.
There were 14,816 and 22,224 non-vested restricted stock units (“RSUs”) as of June 30, 2017 and December 31, 2016, respectively. These RSUs are participative and are included in the computations of earnings per share and book value per share for these periods.
During the six month period ended June 30, 2017, the Company issued 7,408 ordinary voting common shares as a result of the vesting of RSUs. During the six month period ended June 30, 2016, the Company issued 7,407 ordinary voting common shares as a result of the vesting of RSUs. These shares were granted and issued under the Company’s Equity Incentive Plan.
In the first quarter of 2017, the Company’s Board of Directors approved a Share Repurchase Program of up to 650,000 shares of common stock. Over the next 12 months, the repurchases may be made from time to time in open market transactions, privately-negotiated transactions, block purchases, or otherwise in accordance with securities laws at the discretion of the Company’s management. The Company’s decisions around the timing, volume, and nature of share repurchases, and the ultimate amount of shares repurchased, will be dependent on market conditions, applicable securities laws, and other factors. The share repurchase program and the Board’s authorization of the program may be modified, suspended, or discontinued at any time. During the six month period ended June 30, 2017, no shares were repurchased under this Share Repurchase Program.
During the first quarter of 2016, the Company canceled 401,940 preferred shares pursuant to the Gateway stock purchase agreement. During the third quarter of 2016, the Company redeemed all 2,538,560 of the remaining preferred shares issued to the former owner of Gateway. During the fourth quarter of 2016, the Company canceled the remaining 4,000,000 preferred shares pursuant to the Anchor stock purchase agreement. There were no preferred shares outstanding as of June 30, 2017 and as of December 31, 2016. The preferred shares redeemed and canceled during 2016 have been recorded as a recovery of acquisition expense and not as an adjustment to goodwill, because the fair value of the contingent consideration was determined to be zero at the date of acquisition. In accordance with U.S. GAAP, such adjustments are reflected in the statements of income and comprehensive income in the period that the contingency is re-estimated.
Preferred shareholders are entitled to dividends on a cumulative basis, whether or not declared by the Board of Directors, at the rate of $0.045 per share per year (4.5%) and may be paid in cash or in additional preferred shares at the option of Atlas. In liquidation, dissolution or winding-up of Atlas, preferred shareholders receive the greater of $1.00 per share plus all declared and unpaid dividends or the amount they would receive in liquidation if the preferred shares had been converted to restricted voting common shares or ordinary voting common shares immediately prior to liquidation. Preferred shareholders are not entitled to vote.
On September 30, 2016, Atlas paid $409,000 in dividends earned on the preferred shares to the former owner of Gateway, the cumulative amount to which they were entitled through September 15, 2016, leaving no accrued and unpaid dividends owed to the former owner of Gateway. As of June 30, 2017 and December 31, 2016, Atlas accrued $333,000 in dividends on the preferred shares for the former owner of Anchor, which remain unpaid. The paid claims development on Global Liberty’s pre-acquisition claims reserves was in excess of $4.0 million, and as a result, pursuant to the terms of the Anchor stock purchase agreement, dividends will no longer accrue to the former owner of Anchor.
15. DEFERRED POLICY ACQUISITION COSTS
Deferred policy acquisition costs for the six month periods ended June 30, 2017 and 2016 consisted of the following ($ in ‘000s):
 
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
Balance, beginning of period
$
13,222

$
10,235

Acquisition costs deferred
15,772

8,445

Amortization charged to income
(11,766
)
(8,023
)
Balance, end of period
$
17,228

$
10,657


23

16. RELATED PARTY TRANSACTIONS
During the periods presented, a portion of the Company’s investment portfolio, which is included in “Other investments” on the Condensed Consolidated Statements of Financial Position, included investment vehicles that are considered related-party transactions. As of June 30, 2017 and December 31, 2016 these related-party transactions comprised 9.1% and 8.4%, respectively, of our investment portfolio. In these transactions, one or more of the Company’s directors or entities affiliated with such directors may invest in and manage these vehicles. These related-party transactions are consistent with the Company’s investment guidelines and have been reviewed and approved by the Investment Committee of the Company’s Board of Directors. The Company believes that these transactions leverage investment resources that would otherwise not be available to the Company.
17. NOTES PAYABLE
On April 26, 2017, Atlas issued $25 million of five-year 6.625% senior unsecured notes and received net proceeds of approximately $23.9 million after deducting underwriting discounts and commissions and other estimated offering expenses. Interest on the senior unsecured notes is payable quarterly on each January 26, April 26, July 26 and October 26. Atlas may, at its option, beginning with the interest payment date of April 26, 2020, and on any scheduled interest payment date thereafter, redeem the senior unsecured notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. The senior unsecured notes will rank senior in right of payment to any of Atlas’ existing and future indebtedness that is by its terms expressly subordinated or junior in right of payment to the senior unsecured notes. The senior unsecured notes will rank equally in right of payment to all of Atlas’ existing and future senior indebtedness, but will be effectively subordinated to any secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. In addition, the senior unsecured notes will be structurally subordinated to the indebtedness and other obligations of Atlas’ subsidiaries.
The senior unsecured notes were issued under an indenture and supplemental indenture that contains covenants that, among other things, limit: (i) the ability of Atlas to merge or consolidate, or lease, sell, assign or transfer all or substantially all of its assets; (ii) the ability of Atlas to sell or otherwise dispose of the equity securities of certain of its subsidiaries; (iii) the ability of certain of Atlas’ subsidiaries to issue equity securities; (iv) the ability of Atlas to permit certain of its subsidiaries to merge or consolidate, or lease, sell, assign or transfer all or substantially all of their respective assets; and (v) the ability of Atlas and its subsidiaries to incur debt secured by equity securities of certain of its subsidiaries.
On March 9, 2015, American Insurance Acquisition, Inc. (“American Acquisition”), a wholly-owned direct subsidiary of Atlas, entered into a loan and security agreement (“Loan Agreement”) for a $35.0 million loan facility with Fifth Third Bank. On May 7, 2016, American Acquisition entered into a Modification of Loan Documents with Fifth Third Bank to amend its Loan Agreement. The Loan Agreement, as modified, included a $30.0 million line of credit (“Draw Amount”), which could have been drawn in increments at any time until December 31, 2016. The $30.0 million line of credit had a five year term and bore interest at one-month LIBOR plus 4.5%. The Loan Agreement also included a $5.0 million revolving line of credit (“Revolver”), which could have been drawn upon until May 7, 2018, that bore interest at one-month LIBOR plus 2.75%.
The Loan Agreement was terminated in April 2017. Atlas used a portion of the net proceeds of the senior unsecured notes offering, together with cash on hand, for the repayment of all outstanding balances under the Draw Amount and Revolver, $15.5 million and $3.9 million, respectively.
Interest expense on notes payables was $640,000 and $266,000 for the three month periods ended June 30, 2017 and 2016, respectively. Interest expense on notes payable was $915,000 and $499,000 for the six month periods ended June 30, 2017 and 2016, respectively.
Notes payable outstanding as of June 30, 2017 and as of December 31, 2016 ($ in ‘000s):
 
June 30, 2017
December 31, 2016
6.625% Senior Unsecured Notes due April 26, 2022
$
25,000

$
—

Revolver
—

3,900

Draw Amount
—

15,500

Total outstanding borrowings
25,000

19,400

Unamortized issuance costs
(1,065
)
(213
)
Total notes payable
$
23,935

$
19,187


24

18. STATUTORY INFORMATION
As a holding company, Atlas could derive cash from its Insurance Subsidiaries generally in the form of dividends to meet its obligations, which will primarily consist of operating expense payments and debt payments. Atlas’ Insurance Subsidiaries fund their obligations primarily through premium and investment income and maturities in the securities portfolio. The Insurance Subsidiaries require regulatory approval for the return of capital and, in certain circumstances, prior to the payment of dividends. In the event that dividends available to the holding company are inadequate to cover its operating expenses and debt payments, the holding company would need to raise capital, sell assets or incur future debt.
The Insurance Subsidiaries must each maintain a minimum statutory capital and surplus of $1.5 million, $2.4 million and $3.5 million under the provisions of the Illinois Insurance Code, the Missouri Insurance Code and the New York Insurance Code, respectively. Dividends may only be paid from statutory unassigned surplus, and payments may not be made if such surplus is less than a stipulated amount. The dividend restriction for the ASI Pool Subsidiaries is the greater of statutory net income or 10% of total statutory capital and surplus. The dividend restriction for Global Liberty is the lower of 10% of statutory surplus or 100% of adjusted net investment income for the preceding twelve month period.
As of June 30, 2017, our Insurance Subsidiaries had a combined statutory surplus of $124.6 million and had combined net written premiums and combined statutory net income for the six month period ended June 30, 2017 of $131.9 million and $9.3 million, respectively.
As of December 31, 2016, our Insurance Subsidiaries had a combined statutory surplus of $113.9 million and had combined net written premiums and combined statutory net loss for the twelve month period ended December 31, 2016 of $180.1 million and $3.6 million, respectively.
Atlas did not declare or pay any dividends to its common shareholders during the six month period ended June 30, 2017 or during the year ended December 31, 2016.

25


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.




26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear elsewhere in this document. In this discussion and analysis, the term “common share” refers to the summation of restricted voting common shares and ordinary voting common shares when used to describe earnings (loss) or book value per common share.
Forward-looking statements
In addition to the historical consolidated financial information, this report contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, which may include, but are not limited to, statements with respect to estimates of future expenses, revenue and profitability; trends affecting financial condition, cash flows and results of operations; the availability and terms of additional capital; dependence on key suppliers and other strategic partners; industry trends; the competitive and regulatory environment; the successful integration of acquisitions; the impact of losing one or more senior executives or failing to attract additional key personnel; and other factors referenced in this report. Factors that could cause or contribute to these differences include those discussed below and elsewhere, particularly in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016.
Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Atlas to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political, regulatory and social uncertainties.
Although Atlas has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this report and Atlas disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty in them.
I. OVERVIEW
We are a financial services holding company incorporated under the laws of the Cayman Islands. Our core business is the underwriting of commercial automobile insurance policies, focusing on the “light” commercial automobile sector, which is carried out through our “Insurance Subsidiaries”: American Country Insurance Company (“American Country”), American Service Insurance Company, Inc. (“American Service”), Gateway Insurance Company (“Gateway”) and Global Liberty Insurance Company of New York (“Global Liberty”). This sector includes taxi cabs, non-emergency para-transit, limousine, livery (including certain transportation network companies (“TNC”) drivers/operators) and business auto. Our goal is to always be the preferred specialty commercial transportation insurer in any geographic areas where our value proposition delivers benefit to all stakeholders. We are licensed to write property and casualty (“P&C”) insurance in 49 states and the District of Columbia in the United States. The Insurance Subsidiaries distribute their products through a network of independent retail agents, and actively write insurance in 42 states and the District of Columbia. We embrace continuous improvement, analytics and technology as a means of building on the strong heritage our subsidiary companies cultivated in the niche markets we serve.
Over the past six years, we have disposed of non-core assets, consolidated infrastructure and placed into run-off certain non-core lines of business previously written by the Insurance Subsidiaries. Our focus going forward is the underwriting of commercial automobile insurance in the U.S. Substantially all of our new premiums written are in “light” commercial automobile lines of business.

27

Our primary target market is made up of small to mid-size taxi, limousine, other livery (including TNC drivers/operators) and non-emergency para-transit operators. The “light” commercial automobile policies we underwrite provide coverage for lightweight commercial vehicles typically with the minimum limits prescribed by statute, municipal or other regulatory requirements. The majority of our policyholders are individual owners or small fleet operators. In certain jurisdictions like Illinois, Louisiana, Nevada and New York, we have also been successful working with larger operators who retain a meaningful amount of their own risk of loss through higher retentions, self-insurance or self-funded captive insurance entity arrangements.  In these cases, we provide support in the areas of day-to-day policy administration and claims handling consistent with the value proposition we offer to all of our insureds, generally on a fee for service basis.  We may also provide excess coverage above the levels of risk retained by the insureds where a better than average loss ratio is expected.  Through these arrangements, we are able to effectively utilize the significant specialized operating infrastructure we maintain to generate revenue from business segments that may otherwise be more price sensitive in the current market environment.
The “light” commercial automobile sector is a subset of the broader commercial automobile insurance industry segment, which over the long term has been historically profitable. In more recent years the commercial automobile insurance industry has seen profitability pressure within certain segments, however, it has outperformed the overall P&C industry generally over the past fifteen years based on data compiled by A.M. Best Aggregates & Averages. Data compiled by SNL Financial also indicates that for 2016 the total market for commercial automobile liability insurance was approximately $33.1 billion. The size of the commercial automobile insurance market can be affected significantly by many factors, such as the underwriting capacity and underwriting criteria of automobile insurance carriers and general economic conditions. Historically, the commercial automobile insurance market has been characterized by periods of excess underwriting capacity and increased price competition followed by periods of reduced capacity and higher premium rates.
We believe that there is a positive correlation between the economy and commercial automobile insurance in general. Operators of “light” commercial automobiles may be less likely than other business segments within the commercial automobile insurance market to take vehicles out of service, as their businesses and business reputations rely heavily on availability. With respect to certain business lines such as the taxi line, there are also other factors such as the cost and limited supply of medallions, which may discourage a policyholder from taking vehicles out of service in the face of reduced demand for the use of the vehicle. The significant expansion of TNC has resulted in a reduction in taxi vehicles available to insure; however, we believe that the aforementioned factor relating to medallion values has mitigated the overall decline. Market research also suggests that the combined addressable markets between traditional taxi, livery and TNC companies expanded during this period.

28

II. OPERATING RESULTS
CONSOLIDATED PERFORMANCE
Second Quarter 2017 Financial Performance Summary (comparisons to Second Quarter 2016 unless otherwise noted):
•
Total revenue for the three month period ended June 30, 2017 increased by 28.9% to $55.7 million
•
Gross premium written increased by 18.6% to $57.4 million
•
In-force premium as of June 30, 2017 increased 20.4% to $264.6 million compared to $219.8 million
•
Underwriting income for the second quarter 2017 was $7.5 million compared to $6.4 million
•
The combined ratio for the second quarter 2017 was 86.2% compared to 84.8%
•
Net income for the second quarter 2017 was $5.5 million, or $0.45 per common share diluted, compared to $4.9 million, or $0.38 per common share diluted, representing an increase of $0.07 or 18.4% increase from second quarter 2016
•
Book value per common share on June 30, 2017 was $11.50, compared to $10.54 as of December 31, 2016 and $11.27 as of June 30, 2016
•
Annualized return on equity was 16.2% in the second quarter 2017 compared to 14.0% in the prior year period


29

The following financial data is derived from Atlas’ unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 and 2016. Ratios are calculated as a percentage of net premium earned.
Selected financial information ($ in ‘000s, except per share data)
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Gross premium written
$
57,354

$
48,353

$
155,850

$
112,378

Net premium earned
54,049

41,802

102,475

83,555

Net claims incurred
32,469

24,574

61,769

49,514

Underwriting expense:
 
 
 
 
Acquisition costs
6,670

3,970

11,766

8,023

Share-based compensation
285

388

605

776

Expenses recovered related to stock purchase agreements
—

—

—

(402
)
Other underwriting expenses
7,155

6,493

14,523

12,773

Total underwriting expenses
14,110

10,851

26,894

21,170

Underwriting income
7,470

6,377

13,812

12,871

Net investment income
1,266

1,112

2,409

1,765

Income from operating activities, before tax
8,736

7,489

16,221

14,636

Interest expense
(644
)
(266
)
(912
)
(499
)
Realized gains and other income
387

282

635

623

Net income before tax
8,479

7,505

15,944

14,760

Income tax expense
2,969

2,605

5,582

5,049

Net income
$
5,510

$
4,900

$
10,362

$
9,711

 
 
 
 
 
Key Financial Ratios:
 
 
 
 
Loss ratio
60.1
%
58.8
%
60.3
%
59.3
 %
Underwriting expense ratio:
 
 
 
 
Acquisition cost ratio
12.3
%
9.5
%
11.5
%
9.6
 %
Share-based compensation ratio
0.5
%
1.0
%
0.6
%
0.9
 %
Expenses recovered related to stock purchase agreements ratio
—
%
—
%
—
%
(0.5
)%
Other underwriting expense ratio
13.3
%
15.5
%
14.1
%
15.3
 %
Total underwriting expense ratio
26.1
%
26.0
%
26.2
%
25.3
 %
Combined ratio
86.2
%
84.8
%
86.5
%
84.6
 %
Earnings per common share diluted
$
0.45

$
0.38

$
0.85

$
0.76

Book value per common share
$
11.50

$
11.27

$
11.50

$
11.27

Return on equity (annualized)
16.2
%
14.0
%
15.6
%
14.2
 %
Three and six month periods ended June 30, 2017 compared to the three and six month periods ended June 30, 2016:
Revenues
We derive our revenues primarily from premiums from our insurance policies and income from our investment portfolio. Our underwriting approach is to price our products to generate consistent underwriting profit for the insurance companies we own. As with all P&C insurance companies, the impact of price changes is reflected in our financial results over time. Price changes on our in-force policies occur as they are renewed. This cycle generally takes twelve months for our entire book of business and up to an additional twelve months to earn a full year of premium at the renewal rate.

30

We approach investment and capital management with the intention of supporting insurance operations by providing a stable source of income to supplement underwriting income. The goals of our investment policy are to protect capital while optimizing investment income and capital appreciation and to maintain appropriate liquidity. We follow a formal investment policy, and the Board of Directors reviews the portfolio performance at least quarterly for compliance with the established guidelines. The Investment Committee of the Board of Directors provides interim guidance and analysis with respect to asset allocation, as deemed appropriate.
Expenses
Net claims incurred expenses are a function of the amount and type of insurance contracts we write and of the claims experience of the underlying risks. We record net claims incurred based on an actuarial analysis of the estimated claims we expect to be reported on contracts written. We seek to establish case reserves at the maximum probable exposure based on our historical claims experience. Our ability to estimate net claims incurred accurately at the time of pricing our contracts is a critical factor in determining our profitability. The amount reported under net claims incurred in any period includes payments in the period net of the change in the value of the reserves for net claims incurred between the beginning and the end of the period.
Acquisition costs consist principally of brokerage and agent commissions and, to a lesser extent, premium taxes. The brokerage and agent commissions are reduced by ceding commissions received from assuming reinsurers that represent a percentage of the premiums on insurance policies and reinsurance contracts written and vary depending upon the amount and types of contracts written.
Other underwriting expenses consist primarily of personnel related expenses (including salaries, benefits and certain costs associated with awards under our equity compensation plans, such as share-based compensation expense) and other general operating expenses. We believe that because a portion of our personnel expenses are relatively fixed in nature, increased writings may improve our operating scale and may lead to reduced operating expense ratios.
Gross Premium Written
Atlas’ core business is providing insurance for specialty operators in the public automobile insurance space, specifically users of light vehicles moving passengers for a fare. This business traditionally included taxi, limousine and para-transit operators. Today, it includes other commercially licensed livery operators as well. Each of the specialty business lines on which Atlas’ strategy is focused is a subset of the approximately $33 billion U.S. Commercial Auto industry segment.
There are a number of other programs that were written by our subsidiaries prior to Atlas’ acquisition of these companies. These programs are non-core and have been placed into run-off as follows:
Our surety program primarily consisted of U.S. Customs bonds. We engage a former affiliate, Avalon Risk Management, to help coordinate customer service and claim handling for the surety bonds written as this program runs off. This non-core program is 100% reinsured to an unrelated third party and has been transitioned to another carrier. These policies are non-renewed upon their next anniversary.
Other lines of business are Gateway’s truck and workers’ compensation programs, Atlas’ non-standard personal lines business, Global Liberty’s homeowners program and assigned risk business. The Gateway truck and workers’ compensation programs were put into run-off during 2012. The workers’ compensation program is 100% reinsured retrospectively and prospectively to an unrelated third party. The non-renewal process related to the Global Liberty homeowners program began prior to Atlas’ acquisition and remains underway. This is a relatively small book of business, which is substantially reinsured.
The following table summarizes gross premium written by line of business.
Gross premium written by line of business ($ in ‘000s)
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
% Change
June 30, 2017
June 30, 2016
% Change
Commercial automobile
$
57,134

$
47,817

19.5
 %
$
155,441

$
111,632

39.2
 %
Other
220

536

(59.0
)%
409

746

(45.2
)%
Total
$
57,354

$
48,353

18.6
 %
$
155,850

$
112,378

38.7
 %
Gross written premium increased 18.6% for the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016 primarily due to our para-transit and limousine accounts in California, Illinois, New Jersey and New York partially offset by a reduction in taxi business in Louisiana, Minnesota and Nevada.
Gross written premium increased 38.7% for the six month period ended June 30, 2017 compared to the six month period ended June 30, 2016 primarily due to our New York para-transit and limousine accounts and the utilization of an assumption reinsurance agreement to write business in certain southwestern states offset by a reduction in Louisiana, Michigan, Minnesota and Nevada taxi accounts. Also, January 1 and March 1 are common public motor vehicle renewal dates in Illinois and New York, respectively.

31

In-force premium was $264.6 million, $224.6 million and $219.8 million as of June 30, 2017, December 31, 2016 and June 30, 2016, respectively. The Company’s gross unearned premium reserve was $143.3 million, $113.2 million and $112.4 million as of June 30, 2017, December 31, 2016 and June 30, 2016, respectively. The increase in gross unearned premium reserves and in-force premium since December 31, 2016 primarily resulted from our January 1 and March 1 common public motor vehicle renewal business in Illinois and New York, respectively, coupled with organic growth in other jurisdictions. The increase in gross unearned premium reserves and in-force premium in comparison to June 30, 2016 primarily resulted from growth of para-transit and limousine business in the states of California, New Jersey and New York offset by decreases in taxi business in the states of California, Louisiana and Minnesota.
We continued our discipled underwriting practices in the state of Michigan. We have raised prices for the fourth time in the last five years based on the challenging results seen in that state. As a result, we have seen fewer renewals of our Michigan business. In-force premium in the state of Michigan was $6.9 million, $9.3 million and $10.5 million as of June 30, 2017, December 31, 2016 and June 30, 2016, respectively.
Geographic Concentration
The following table summarizes gross premium written by state for the three month periods ended June 30, 2017 and 2016:
Gross premium written by state ($ in ‘000s)
 
Three Month Periods Ended
 
June 30, 2017
June 30, 2016
New York
$
15,438

26.9
%
$
12,649

26.2
%
California
9,589

16.7
%
6,808

14.1
%
New Jersey
3,142

5.5
%
353

0.7
%
Virginia
2,402

4.2
%
2,013

4.2
%
Washington
2,236

3.9
%
1,886

3.9
%
Texas
2,137

3.7
%
2,449

5.1
%
Ohio
1,948

3.4
%
1,362

2.8
%
Louisiana
1,895

3.3
%
2,579

5.3
%
Michigan
1,689

2.9
%
2,273

4.7
%
Illinois
1,588

2.8
%
1,108

2.3
%
Other
15,290

26.7
%
14,873

30.7
%
Total
$
57,354

100.0
%
$
48,353

100.0
%
This illustrates the geographically balanced growth of our gross premium written this year. Compared to the three month period ended June 30, 2016, we experienced growth in gross premium written in our core business in 26 states in the three month period ended June 30, 2017. We experienced quarter over quarter growth of greater than 100% in 6 of those 26 states, due to a continuing positive response from both new and existing agents to Atlas’ value proposition and the current market environment. The largest increases resulted from para-transit and limousine business in California, New Jersey and New York.

32

The following table summarizes gross premium written by state for the six month periods ended June 30, 2017 and 2016:
Gross premium written by state ($ in ‘000s)
 
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
New York
$
61,976

39.8
%
$
32,340

28.8
%
California
23,618

15.2
%
13,303

11.8
%
Illinois
12,260

7.9
%
10,430

9.3
%
New Jersey
5,560

3.6
%
986

0.9
%
Virginia
4,249

2.7
%
3,667

3.3
%
Washington
3,944

2.5
%
2,452

2.2
%
Texas
3,704

2.4
%
4,153

3.7
%
Nevada
3,671

2.4
%
5,277

4.7
%
Louisiana
3,632

2.3
%
4,009

3.6
%
Michigan
3,610

2.3
%
5,942

5.3
%
Other
29,626

18.9
%
29,819

26.4
%
Total
$
155,850

100.0
%
$
112,378

100.0
%
Atlas saw similar geographic diversification for the six month period ended June 30, 2017, during which 8 states experienced growth of 50% or more as compared to the six month period ended June 30, 2016. The largest increases resulted from New York limousine business, the utilization of an assumption reinsurance agreement to write business in certain states for business which A.M. Best ‘A’ rated paper is required and the continued organic growth in our limousine and para-transit products.
Ceded Premium Written
Ceded premium written is equal to premium ceded under the terms of Atlas’ in-force reinsurance treaties. Effective July 1, 2014, Atlas implemented a quota share reinsurance agreement with Swiss Reinsurance America Corporation (“Swiss Re”) for its commercial auto and general liability lines of business (“Quota Share”) written by American Country, American Service and Gateway, or collectively “ASI Pool Subsidiaries.” This reinsurance agreement had an initial cession rate of 5%, which was increased to 15% effective April 1, 2015 and then was decreased to 5% effective July 1, 2016. The Quota Share provides the Company with financial flexibility to manage expected growth and the timing of potential future capital raising activities.
For 2015, Global Liberty had a 20% quota share reinsurance agreement with SCOR Reinsurance Company (“SCOR Re”). In 2016, this contract was replaced by a 25% quota share reinsurance agreement with Swiss Re for its commercial auto and general liability lines of business (“Global Quota Share”).
Ceded premium written decreased by 15.7% to $11.0 million for the three month period ended June 30, 2017, compared to $13.1 million for the three month period ended June 30, 2016, primarily due to the reduction in the Quota Share cession rate on the ASI Pool Subsidiaries business and a reduction in rates on Global Liberty’s commercial automobile excess of loss reinsurance contract as compared to the prior year period. For the six month period ended June 30, 2017, ceded written premium decreased by 11.6% to $23.9 million compared to $27.1 million for the six month period ended June 30, 2016, primarily due to reductions in the cession rates of the Quota Share agreement and Global Liberty’s commercial automobile excess of loss reinsurance contracts as compared to the prior year period.
Net Premium Written
Net premium written is equal to gross premium written less the ceded premium written under the terms of Atlas’ in-force reinsurance treaties. Net premium written increased 31.4% to $46.3 million for the three month period ended June 30, 2017 compared to $35.3 million for the three month period ended June 30, 2016. Net premium written increased 54.6% to $131.9 million for the six month period ended June 30, 2017 compared to $85.3 million for the six month period ended June 30, 2016. These changes are attributed to the combined effects of the reasons cited in the ‘Gross Premium Written’ and ‘Ceded Premium Written’ sections above.
Net Premium Earned
Premiums are earned ratably over the term of the underlying policy. Net premium earned was $54.0 million for the three month period ended June 30, 2017, a 29.3% increase compared to $41.8 million for the three month period ended June 30, 2016. The increase in net premiums earned are attributed to the combined effects of the reasons cited in the ‘Gross Premium Written’ and ‘Ceded Premium Written’ sections above.

33

For the six month period ended June 30, 2017, net premium earned increased 22.6% to $102.5 million compared to $83.6 million for the six month period ended June 30, 2016. The increase in net premiums earned are attributed to the combined effects of the reasons cited in the ‘Gross Premium Written’ and ‘Ceded Premium Written’ sections above.
Based on an ongoing analysis of the niche markets on which we focus, we believe that the total number of rides, and accordingly vehicle count, in these niche markets continues to grow.  In 2016, we saw a decline in our taxi business as some passengers and drivers migrated to a transportation network market.  However, this was generally offset by corresponding growth in our limousine and livery business. Growth in vehicle count in our limousine and livery business is positively influenced by passengers and drivers increasingly participating in the transportation network market, and we anticipate that it may outpace reductions in taxi business over time.  Growth in our para-transit business is correlated with demographic trends in the U.S. We believe that our Insurance Subsidiaries can continue to grow these specialty products to a market share of 20% without having a disproportionate share of the market.  Atlas’ focus has been, and continues to be, utilizing our expertise, experience and strong value proposition to maximize underwriting profit.  It is important to note that we continue to see favorable market trends within our niche and believe that increased opportunity to expand underwriting margin still exists. These projections are subject to change should the competitive environment reverse from current trends.
Net Claims Incurred
The loss ratio relating to the net claims incurred for the three month period ended June 30, 2017 was 60.1% compared to 58.8% for the three month period ended June 30, 2016. The loss ratio increased from the prior year period primarily due to the Company’s continued review of underwriting profitability by product and state and higher than expected claim costs associated with Atlas’ participation in non-voluntary assigned risk pools. Assigned risk pools are established by state governments to cover high-risk insureds who cannot purchase insurance through conventional means.
The loss ratio relating to the net claims incurred for the six month period ended June 30, 2017 was 60.3% compared to 59.3% for the six month period ended June 30, 2016. The loss ratio increase relative to the prior year period was primarily due to the Company’s continued review of underwriting profitability by product and state. This increase was offset by a decrease in the loss ratio relating to claims incurred associated with Atlas’ participation in non-voluntary assigned risk pools.
Acquisition Costs and Other Underwriting Expenses
Acquisition costs represent commissions and taxes incurred on net premium earned offset by ceding commission on business reinsured by the Quota Share and Global Quota Share. Acquisition costs were $6.7 million for the three month period ended June 30, 2017, or 12.3% of net premium earned, as compared to $4.0 million, or 9.5% for the three month period ended June 30, 2016. The increase in the ratio is primarily due to less ceded commissions because of our decreased utilization of the Quota Share offset by the increase in writing of products with lower acquisition costs. On a pro-forma basis, without the effect of the Quota Share and Global Quota Share, the acquisition cost ratio would have been 14.9% and 14.1% for the three month periods ended June 30, 2017 and 2016, respectively.
The other underwriting expense ratio (including share-based compensation expenses and expenses incurred related to stock purchase agreements) was 13.8% for the three month period ended June 30, 2017 compared to 16.5% for the three month period ended June 30, 2016. The decrease in the other underwriting expense was primarily due to a quarter over quarter decrease in relative dollars terms of share-based compensation expenses, temporary help expenses and software costs offset by an increase in professional service fees related to predictive analytics and website applications and an increase in bad debt expenses for the three month period ended June 30, 2017.
For the six month period ended June 30, 2017, acquisition costs were $11.8 million, or 11.5% of net premium earned, as compared to $8.0 million, or 9.6% for the six month period ended June 30, 2016. The increase in the ratio is primarily due to less ceded commissions because of our decreased utilization of the Quota Share offset by the increase in writing of products with lower acquisition costs. On a pro-forma basis, without the effect of the Quota Share, the acquisition cost ratio would have been 14.3% and 13.9% for the six month periods ended June 30, 2017 and 2016, respectively.
For the six month period ended June 30, 2017, the other underwriting expense ratio was 14.7% compared to 15.7% for the six month period ended June 30, 2016. Other underwriting expenses decreased due to a decrease in salary and employee benefit expenses, temporary help expenses, bank charges and software expenses offset by increases in professional fees and bad debt expenses. Also, expenses in the amount of $402,000 were recovered pursuant to the Gateway stock purchase agreement for the six month period ended June 30, 2016.
Also, while the Quota Share and Global Quota Share provide a ceding commission to offset underwriting expense, this commission reduces acquisition costs rather than other underwriting expenses on the statements of income and comprehensive income. With this in mind, acquisition costs and other underwriting expenses should be examined collectively as total underwriting expenses to understand operating efficiency.

34

Expenses Related to Stock Purchase Agreements
Atlas did not incur or recover any expenses pursuant to stock purchase agreements for the three and six month periods ended June 30, 2017. Atlas recovered $402,000 of expenses pursuant to the contingent adjustments of the Gateway stock purchase agreement for the six month period ended June 30, 2016.

Combined Ratio
Atlas’ combined ratio for the three month period ended June 30, 2017 was 86.2%, compared to 84.8% for the three month period ended June 30, 2016. Atlas’ combined ratio for the six month period ended June 30, 2017 was 86.5%, compared to 84.6% for the six month period ended June 30, 2016.
Underwriting profitability, as opposed to overall profitability or net earnings, is measured by the combined ratio. The combined ratio is the sum of the claims and claims adjustment expense ratio, the acquisition cost ratio, and the underwriting expense ratio. The changes in the combined ratio are attributable to the factors described in the ‘Net Premium Earned’, ‘Net Claims Incurred’, and ‘Acquisition Costs and Other Underwriting Expenses’ sections above.
The table below indicates the impact of the Quota Share and Global Quota Share on the various components of the combined ratio for the three and six month periods ended June 30, 2017 and 2016:
($ in ‘000s, percentages to net earned premiums)
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Gross of Quota Share and Global Quota Share:
Amount
%
Amount
%
Amount
%
Amount
%
Net premiums earned
$
60,522

100.0
%
$
50,748

100.0
%
$
115,860

100.0
%
$
100,443

100.0
 %
Net claims incurred
35,904

59.3
%
29,204

57.5
%
68,391

59.0
%
58,243

58.0
 %
Acquisition costs
9,017

14.9
%
7,155

14.1
%
16,618

14.3
%
14,009

13.9
 %
Other insurance general and administrative expenses
7,155

11.8
%
6,493

12.8
%
14,523

12.6
%
12,773

12.7
 %
Expenses recovered related to stock purchase agreements
—

—
%
—

—%

—

—
%
(402
)
(0.4
)%
Share-based compensation expense
285

0.5
%
388

0.8
%
605

0.5
%
776

0.8
 %
Total underwriting profit and combined ratio
$
8,161

86.5
%
$
7,508

85.2
%
$
15,723

86.4
%
$
15,044

85.0
 %
 
 
 
 
 
 
 
 
 
Net of Quota Share and Global Quota Share:
 
 
 
 
 
 
 
 
Net premiums earned
$
54,049

100.0
%
$
41,802

100.0
%
$
102,475

100.0
%
$
83,555

100.0
 %
Net claims incurred
32,469

60.1
%
24,574

58.8
%
61,769

60.3
%
49,514

59.3
 %
Acquisition costs
6,670

12.3
%
3,970

9.5
%
11,766

11.5
%
8,023

9.6
 %
Other insurance general and administrative expenses
7,155

13.3
%
6,493

15.5
%
14,523

14.1
%
12,773

15.3
 %
Expenses recovered related to stock purchase agreements
—

—
%
—

—%

—

—
%
(402
)
(0.5
)%
Share-based compensation expense
285

0.5
%
388

1.0
%
605

0.6
%
776

0.9
 %
Total underwriting profit and combined ratio
$
7,470

86.2
%
$
6,377

84.8
%
$
13,812

86.5
%
$
12,871

84.6
 %

35

Net Investment Income
Net investment income is primarily comprised of interest income, dividend income, and income from other invested assets, net of investment expenses, which are comprised of investment management fees, custodial fees, and allocated salaries.  Net investment income, net of investment expenses, increased by 13.9% to $1.3 million for the three month period ended June 30, 2017, compared to $1.1 million during the three month period ended June 30, 2016.  The increase in net investment income from the prior year period is the result of higher returns on equity method investments and interest income on our collateral loans, partially offset by lower interest income on our fixed income securities portfolio. This lower interest income on fixed income securities resulted from decreased holdings of fixed income securities. The gross annualized yield on our fixed income securities was 2.3% and 2.0% for the three month periods ended June 30, 2017 and 2016, respectively.  The gross annualized yield on our cash and cash equivalents was 0.3% and 0.1% for the three month periods ended June 30, 2017 and 2016, respectively.  The increase in the gross annualized yield was due to management’s decision to use the proceeds from the maturity and sales of certain fixed income securities to purchase fixed income securities with higher yields. For the three month period ended June 30, 2017, equity method investments and collateral loans generated investment income of $573,000, compared to investment income $399,000 for the three month period ended June 30, 2016. Investment expenses were $224,000 for each of the three month periods ended June 30, 2017 and 2016.
Net investment income increased by 36.5% to $2.4 million for the six month period ended June 30, 2017, compared to $1.8 million for the six month period ended June 30, 2016. The increase in net investment income from the prior year period is the result of higher returns on equity method investments and interest income on our collateral loans. The gross annualized yield on our fixed income securities was 2.3% and 2.1% for the six month periods ended June 30, 2017 and 2016, respectively.  The gross annualized yield on our cash and cash equivalents was 0.2% and 0.1% for the six month periods ended June 30, 2017 and 2016, respectively. The increase in the gross annualized yield was due to management’s decision to use the proceeds from the maturity and sales of certain fixed income securities to purchase fixed income securities with higher yields. For the six month period ended June 30, 2017, equity method investments and collateral loans generated investment income of $1.0 million, compared to investment income of $296,000 for the six month period ended June 30, 2016. The increase in investment income related to these investments was primarily the result of interest income on our collateral loans and higher returns on equity method investments. Investment expenses were $445,000 and $450,000 for the six month periods ended June 30, 2017 and 2016. The decrease in investment expenses is the result of lower investment manager fees. Atlas’ investment manager fees are based on the fair market value of the underlying fixed income securities and equities. As the composition of our portfolio changes from securities managed to equity method investments and collateral loans, our investment manager fees may decrease.
Interest Expense
On April 26, 2017, Atlas issued $25 million of five-year 6.625% senior unsecured notes and received net proceeds of approximately $23.9 million after deducting underwriting discounts and commissions and other estimated offering expenses. A portion of the net proceeds from this issuance, together with cash on hand, were used to repay all outstanding borrowings under the Loan Agreement, as defined below in the ‘Liquidity and Capital Resources’ section. Interest expense was $644,000 and $266,000 for the three month periods ended June 30, 2017 and 2016, respectively. Interest expense was $912,000 and $499,000 for the six month periods ended June 30, 2017 and 2016, respectively. The increases in interest expense for the three and six month periods ended June 30, 2017 primarily resulted from the accelerated amortization of debt issuance costs upon the repayment of outstanding amounts under the Loan Agreement and the higher interest rate related to the senior unsecured notes.
Net Realized Investment Gains
Net realized investment gains is comprised of the gains and losses from sales of investments. Net realized investment gains for the three month period ended June 30, 2017 were $284,000 compared to $155,000 for the three month period ended June 30, 2016. Net realized investment gains for the six month period ended June 30, 2017 were $418,000 compared to $394,000 for the six month period ended June 30, 2016. The increases in net realized investment gains for each of the three and six month periods ended June 30, 2017 are the result of management’s decision to sell certain securities to take advantage of favorable market conditions.
Other Income
Atlas recorded other income of $103,000 and $127,000 for the three month periods ended June 30, 2017 and 2016, respectively. For the six month periods ended June 30, 2017 and 2016, Atlas recorded other income of $217,000 and $229,000, respectively. The decreases in other income are primarily the result of a reduction in fee income from Plainview offset by rental income from one tenant occupying the building purchased at the end of 2016.

36

Income before Income Taxes
Atlas generated pre-tax income of $8.5 million for the three month period ended June 30, 2017 compared to pre-tax income of $7.5 million for the three month period ended June 30, 2016, or a 13.0% increase over the prior year’s second quarter. Atlas generated pre-tax income of $15.9 million for the six month period ended June 30, 2017, compared to pre-tax income of $14.8 million for the six month period ended June 30, 2016, or a 8.0% increase over the prior year period’s pre-tax income. These changes are attributed to the combined effects of the reasons cited in the ‘Net Premium Earned’, ‘Net Claims Incurred’, ‘Acquisition Costs and Other Underwriting Expenses’, ‘Net Investment Income’, ‘Net Realized Investment Gains’, and ‘Other Income’ sections above.
Net Income and Earnings per Common Share
Atlas had net income of $5.5 million during the three month period ended June 30, 2017 compared to $4.9 million during the three month period ended June 30, 2016. After taking the impact of the liquidation preference of the preferred shares into consideration, earnings per common share diluted for the three month period ended June 30, 2017 was $0.45 compared to $0.38 for the three month period ended June 30, 2016, primarily due to premium growth, the decrease in potentially dilutive ordinary shares and investment income growth.
Atlas had net income of $10.4 million during the six month period ended June 30, 2017 compared to $9.7 million during the six month period ended June 30, 2016. After taking the impact of the liquidation preference of the preferred shares into consideration, earnings per common share diluted for the six month period ended June 30, 2017 was $0.85 compared to $0.76 for the six month period ended June 30, 2016, primarily due to premium growth, the decrease in potentially dilutive ordinary shares and investment income growth.
The following chart illustrates Atlas’ potential dilutive common shares for the three and six month periods ended June 30, 2017 and 2016:
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Basic weighted average common shares outstanding
12,045,519

12,045,519

12,045,519

12,045,519

Dilutive potential ordinary shares:
 
 
 
 
Dilutive stock options
136,361

179,835

146,127

181,167

Dilutive shares upon preferred share conversion
—

522,397

—

522,397

Diluted weighted average common shares outstanding
12,181,880

12,747,751

12,191,646

12,749,083



37

III. FINANCIAL CONDITION
Investments
Overview and Strategy
Atlas aligns its securities portfolio to support the liabilities and operating cash needs of the Insurance Subsidiaries, to preserve capital and to generate investment returns. Atlas invests predominantly in corporate and government bonds with a portion of the portfolio in relatively short durations that correlate with the payout patterns of Atlas’ claims liabilities. Atlas also invests opportunistically in selective direct investments with favorable return attributes. A third-party investment management firm manages Atlas’ investment portfolio pursuant to the Company’s investment policies and guidelines as approved by its Board of Directors. Atlas monitors the third-party investment manager’s performance and its compliance with both its mandate and Atlas’ investment policies and guidelines.
Atlas’ investment guidelines stress the preservation of capital, market liquidity to support payment of liabilities and the diversification of risk. With respect to fixed income securities, Atlas generally purchases securities with the expectation of holding them to their maturities; however, the securities are available for sale if liquidity needs arise. To the extent that interest rates increase or decrease, unrealized gains or losses may result. We believe that our investment philosophy and approach significantly mitigate the likelihood of such gains or losses being realized.
Portfolio Composition
Atlas held securities with a fair value of $158.7 million and $162.7 million as of June 30, 2017 and December 31, 2016, respectively, which were primarily comprised of fixed income securities. The securities held by the Insurance Subsidiaries must comply with applicable regulations that prescribe the type, quality and concentration of securities. These regulations in the various jurisdictions in which the Insurance Subsidiaries are domiciled permit investments in government, state, municipal and corporate bonds, preferred and common equities, and other high quality investments, within specified limits and subject to certain qualifications.
The fair value for Atlas’ investments in fixed income securities and equities by type and sector are as follows:
Fair value of securities portfolio ($ in ‘000s)
 
June 30, 2017
December 31, 2016
Fixed Income Securities:
 
 
 
U.S. Treasury and other U.S. government obligations
$
22,636

$
22,474

 
States, municipalities and political subdivisions
11,567

10,470

 
Corporate
 
 
 
Banking/financial services
21,328

22,852

 
Consumer goods
9,022

8,593

 
Capital goods
7,937

7,873

 
Energy
4,990

3,735

 
Telecommunications/utilities
11,196

7,617

 
Health care
1,002

1,357

 
Total Corporate
55,475

52,027

 
Mortgage Backed
 
 
 
Mortgage backed - agency
28,056

34,014

 
Mortgage backed - commercial
23,590

21,158

 
Total Mortgage Backed
51,646

55,172

 
Other asset backed
12,502

16,344

Total Fixed Income Securities
$
153,826

$
156,487

Equities
4,841

6,223

Totals
$
158,667

$
162,710

For the six month period ended June 30, 2017, total investment holdings declined to $192.6 million from $194.9 million as of December 31, 2016 due to the sale of investments. A portion of the proceeds from these sales were used for operations and claim payment activities.

38

Most of the Company’s holdings are impacted by the U.S economy, and we anticipate a very moderate impact from global economic conditions on the domestic economy. Global economic conditions may create brief periods of market volatility, but we do not believe they will alter the fundamental outlook of the Company’s investment holdings.
Other Investments
Atlas’ other investments are comprised of collateral loans and various limited partnerships that invest in income-producing real estate, equities, or insurance linked securities. Atlas accounts for these limited partnership investments using the equity method of accounting. As of June 30, 2017, the carrying value of the limited partnerships was approximately $26.3 million versus approximately $24.9 million as of December 31, 2016. The increase in carrying value resulted from additional investments and equity income offset by return of capital. The carrying value of these investments is Atlas’ share of the net book value for each limited partnership, an amount that approximates fair value. Atlas receives payments on a routine basis that approximate the income earned on one of the limited partnerships that invest in income-producing real estate. As of June 30, 2017, the carrying value of the collateral loans was approximately $7.6 million versus approximately $7.2 million as of December 31, 2016. Atlas invested in one additional collateral loan during second quarter 2017.
The following table summarizes investments in equity method investments by investment type as of June 30, 2017 and December 31, 2016 ($ in ‘000s):
 
Unfunded Commitments
Carrying Value
 
June 30, 2017
June 30, 2017
December 31, 2016
Real estate
$
2,655

$
11,622

$
10,514

Insurance linked securities
—

9,306

9,178

Activist hedge funds
—

4,339

4,336

Venture capital
150

1,077

906

Total Equity Method Investments
$
2,805

$
26,344

$
24,934

Liquidity and Cash Flow Risk
As of June 30, 2017, 33.1% of the fixed income securities, including treasury bills, bankers’ acceptances, government bonds and corporate bonds had contractual maturities of five years or less, compared to 33.6% as of December 31, 2016. Actual maturities may differ from contractual maturities, because certain issuers have the right to call or prepay obligations with or without call or prepayment penalties. Atlas holds cash and high grade short-term assets, which, along with fixed income security maturities, management believes are sufficient for the payment of claims on a timely basis. In the event that additional cash is required to meet obligations to policyholders, Atlas believes that a high quality securities portfolio provides us with sufficient liquidity. As of June 30, 2017, the fixed income securities had a weighted average life of 4.6 years and a duration of 3.6 years, compared to a weighted average life of 4.1 years and a duration of 3.4 years, as of December 31, 2016. The increase in weighted average life of the fixed income securities portfolio was the result of the reinvestment of proceeds from the maturity and sales of fixed income securities with longer average lives. Changes in interest rates may have a modest market value impact on the Atlas portfolio relative to longer duration portfolios. Atlas can and typically does hold bonds to maturity by matching duration with the anticipated liquidity needs.
The debt-to-equity ratio is the sum of the Company’s long-term debt and interest payable divided by total shareholders’ equity. The Company’s debt-to-equity ratio as of June 30, 2017 and December 31, 2016 was 17.5% and 15.2%, respectively. The increase is primarily the result of the increase in notes payable and interest payable, partially offset by the increase in shareholders’ equity. Refer to the ‘Liquidity and Capital Resources’ subsections of the ‘Financial Condition’ section for further information.
Credit Risk
Credit risk is defined as the risk of financial loss due to failure of the other party to a financial instrument to discharge an obligation. Atlas is exposed to credit risk principally through its investments and balances receivable from policyholders, agents and reinsurers. It monitors concentration and credit quality risk through policies designed to limit and monitor its exposure to individual issuers or related groups (with the exception of U.S. government bonds) as well as through ongoing review of the credit ratings of issuers in the securities portfolio. Credit exposure to any one individual policyholder is not material. The Company’s insurance policies, however, are distributed by agents who may manage cash collection on its behalf pursuant to the terms of their agency agreement. Atlas has protocols to evaluate the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurers’ insolvency.

39

As of June 30, 2017, Atlas’ allowance for bad debt was $3.0 million, compared to $2.4 million as of December 31, 2016. The increase in the allowance for bad debts was related to the re-estimation of the allowance during the six month period ended June 30, 2017.
The following table summarizes the composition of the fair value of the fixed income securities portfolio, excluding cash and cash equivalents, as of the dates indicated, by ratings assigned by Fitch, S&P or Moody’s Investors Service. The fixed income securities portfolio consists of predominantly investment grade securities in corporate and government bonds with 99.3% rated ‘BBB’ or better as of June 30, 2017 compared to 99.2% as of December 31, 2016.
Credit ratings of fixed income securities portfolio ($ in ‘000s)
 
June 30, 2017
December 31, 2016
 
Amount
% of Total
Amount
% of Total
AAA/Aaa
$
40,567

26.4
%
$
44,521

28.5
%
AA/Aa
60,709

39.5
%
64,324

41.1
%
A/A
24,023

15.6
%
23,427

15.0
%
BBB/Baa
27,434

17.8
%
22,886

14.6
%
BB
873

0.6
%
1,114

0.7
%
B
220

0.1
%
215

0.1
%
Total Fixed Income Securities
$
153,826

100.0
%
$
156,487

100.0
%
Other-than-temporary impairment
Atlas recognizes losses on securities for which a decline in market value was deemed to be other than temporary. Management performs a quarterly analysis of the securities holdings to determine if declines in market value are other than temporary. Atlas did not recognize any charges for securities impairments that were considered other than temporary for the six month periods ended June 30, 2017 and 2016.
The length of time securities may be held in an unrealized loss position may vary based on the opinion of the appointed investment manager and their respective analyses related to valuation and to the various credit risks that may prevent us from recapturing the principal investment. In cases of securities with a maturity date where the appointed investment manager determines that there is little or no risk of default prior to the maturity of a holding, Atlas would elect to hold the security in an unrealized loss position until the price recovers or the security matures. In situations where facts emerge that might increase the risk associated with recapture of principal, Atlas may elect to sell securities at a loss.
The total fair value of the securities in an unrealized loss position as of June 30, 2017 was $81.8 million compared to $91.9 million as of December 31, 2016. This decrease was primarily driven by the positive changes in market values during the first six months of 2017. Atlas has the ability and intent to hold these securities until their fair value is recovered. Therefore, Atlas does not expect the market value loss position of these investments to be realized in the near term.
Due from Reinsurers
Atlas purchases reinsurance from third parties in order to reduce its liability on individual risks and its exposure to large claims. Reinsurance is coverage purchased by one insurance company from another for part of the risk originally underwritten by the purchasing (ceding) insurance company. The practice of ceding insurance to reinsurers allows an insurance company to reduce its exposure to claims by size, geographic area, and type of risk or on a particular policy. An effect of ceding insurance is to permit an insurance company to write additional insurance for risks in greater numbers or in larger amounts than it would otherwise insure independently, based on its statutory capital, risk tolerance and other factors.
Atlas generally purchases reinsurance to limit net exposure to a maximum amount on any one loss of $500,000 with respect to commercial automobile liability claims. Atlas also purchases reinsurance to protect against awards in excess of its policy limits. Atlas continually evaluates and adjusts its reinsurance needs based on business volume, mix, and supply levels. As a result, the Company has entered into the Quota Share with Swiss Re for ASI Pool Subsidiaries and the Global Quota Share with Swiss Re for Global Liberty. Under these contracts, cessions can be increased at our election should we want to utilize it as a means of deleveraging. This gives us flexibility in terms of the timing and approach to potential future capital raising activities in light of anticipated increased operating leverage.

40

Reinsurance ceded does not relieve Atlas of its ultimate liability to its insureds in the event that any reinsurer is unable to meet their obligations under its reinsurance contracts. Therefore, Atlas enters into reinsurance contracts with only those reinsurers deemed to have sufficient financial resources to provide the requested coverage. Reinsurance treaties are generally subject to cancellation by the reinsurers or Atlas on the anniversary date and are subject to renegotiation annually. Atlas regularly evaluates the financial condition of its reinsurers and monitors the concentrations of credit risk to minimize its exposure to significant claims as a result of the insolvency of a reinsurer. Atlas believes that the amounts it has recorded as reinsurance recoverables are appropriately established. Estimating amounts of reinsurance recoverables, however, is subject to various uncertainties, and the amounts ultimately recoverable may vary from amounts currently recorded. Atlas had $34.6 million recoverable from third party reinsurers (exclusive of amounts prepaid) as of June 30, 2017 as compared to $43.2 million as of December 31, 2016. The decrease in the amount recoverable from third party reinsurers resulted from a decrease in ceded incurred but not reported (“IBNR”) reserves and the timing of the collection of amounts recoverable on paid claims offset by the increase in ceded case reserves.
Estimating amounts of reinsurance recoverables is also impacted by the uncertainties involved in the establishment of provisions for unpaid claims and claims adjustment expenses. As underlying reserves potentially develop, the amounts ultimately recoverable may vary from amounts currently recorded. Atlas’ reinsurance recoverables are generally unsecured, with the exception of the new reinsurance agreement established as a condition to close the Gateway acquisition, which is secured by a letter of credit valued at 150% of the claims and claims adjustment expenses reserves. Atlas regularly evaluates its reinsurers, and the respective amounts recoverable, and an allowance for uncollectible reinsurance is provided for, if needed.
Atlas’ largest reinsurance partners are Great American Insurance Company (“Great American”), a subsidiary of American Financial Group, Inc., General Reinsurance Corporation (“Gen Re”), a subsidiary of Berkshire Hathaway, Inc., SCOR Re, a subsidiary of SCOR U.S. Corporation, Swiss Re, a subsidiary of Swiss Reinsurance Company Ltd. and White Rock Insurance (SAC) Ltd. (“White Rock”). Great American has a financial strength rating of A1 from Moody’s, Gen Re has a financial strength rating of AA from Standard & Poor’s, SCOR Re has a financial strength rating of Aa3 from Moody’s, Swiss Re has a financial strength rating of Aa3 from Moody’s, and White Rock is unrated. The White Rock balances are specifically related to the Gateway workers’ compensation program that was exited during 2013 and are fully secured by a letter of credit and funds held on deposit.
Claims Liabilities
The table below shows the amounts of total case reserves and IBNR reserves as of June 30, 2017 and as of December 31, 2016. The other line of business is comprised of Gateway’s truck and workers’ compensation programs (currently in run off), American Service’s non-standard personal lines business (currently in run off), Atlas’ workers’ compensation related to taxi, other liability, Global Liberty’s homeowners program (currently in run off) and assigned risk pool business.
Provision for unpaid claims by type - gross of reinsurance ($ in ‘000s)
 
June 30, 2017
December 31, 2016
YTD% Change
Case reserves
$
60,467

$
52,132

16.0
 %
IBNR
58,522

86,872

(32.6
)%
Total
$
118,989

$
139,004

(14.4
)%
Provision for unpaid claims by line of business – gross of reinsurance ($ in ‘000s)
 
June 30, 2017
December 31, 2016
YTD% Change
Commercial automobile liability
$
112,784

$
132,732

(15.0
)%
Other
6,205

6,272

(1.1
)%
Total
$
118,989

$
139,004

(14.4
)%
Provision for unpaid claims by line of business - net of reinsurance recoverables ($ in ‘000s)
 
June 30, 2017
December 31, 2016
YTD% Change
Commercial automobile liability
$
88,115

$
101,220

(12.9
)%
Other
2,936

2,414

21.6
 %
Total
$
91,051

$
103,634

(12.1
)%
During the six month period ended June 30, 2017, case reserves increased by 16.0% compared to December 31, 2016, and IBNR reserves decreased by 32.6%. The increase in case reserves was primarily due to the implementation of the predictive model on reported claims from the more current accident years for our commercial auto programs. The decrease in IBNR was primarily due to claim settlements in excess of case reserves on prior accident years for our commercial auto and non-voluntary assigned risk programs.

41

The changes in the provision for unpaid claims and claims adjustment expenses, net of amounts recoverable from reinsurers, for the three and six month periods ended June 30, 2017 and 2016 were as follows ($ in ‘000s):
 
Three Month Periods Ended
Six Month Periods Ended
 
June 30, 2017
June 30, 2016
June 30, 2017
June 30, 2016
Unpaid claims and claims adjustment expenses, beginning of period
$
127,971

$
121,379

$
139,004

$
127,011

Less: reinsurance recoverable
33,223

28,272

35,370

29,399

Net unpaid claims and claims adjustment expenses, beginning of period
94,748

93,107

103,634

97,612

 
 
 
 
 
Change in retroactive reinsurance ceded
62

271

45

274

 
 
 
 
 
Incurred related to:
 
 
 
 
Current year
32,315

24,513

61,328

49,150

Prior years
154

61

441

364

 
32,469

24,574

61,769

49,514

 
 
 
 
 
Paid related to:
 
 
 
 
Current year
10,147

8,453

15,551

13,740

Prior years
26,081

22,733

58,846

46,894

 
36,228

31,186

74,397

60,634

 
 
 
 
 
Net unpaid claims and claims adjustment expenses, end of period
91,051

86,766

91,051

86,766

Add: reinsurance recoverable
27,938

25,691

27,938

25,691

Unpaid claims and claims adjustment expenses, end of period
$
118,989

$
112,457

$
118,989

$
112,457

The process of establishing the estimated provision for unpaid claims and claims adjustment expenses is complex and imprecise, as it relies on the judgment and opinions of a large number of individuals, on historical precedent and trends, on prevailing legal, economic, social and regulatory trends and on expectations as to future developments. The process of determining the provision necessarily involves risks that the actual results may deviate, perhaps substantially, from the best estimates made. The change to the provision for unpaid claims and claims adjustment expenses is consistent with the changes in written premium. However, because the establishment of reserves is an inherently uncertain process involving estimates, current provisions may not be sufficient. Adjustments to reserves, both positive and negative, are reflected quarterly in the statement of income as estimates are updated.
The financial statements are presented on a calendar year basis for all data. Claims payments and changes in reserves, however, may be made on accidents that occurred in prior years, not solely on business that is currently insured. Calendar year claims consist of payments and reserve changes that have been recorded in the financial statements during the applicable reporting period, without regard to the period in which the accident occurred. Calendar year results do not change after the end of the applicable reporting period, even as new claim information develops. Accident year claims consist of payments and reserve changes that are assigned to the period in which the accident occurred. Accident year results will change over time as the estimates of claims change due to payments and reserve changes for all accidents that occurred during that period.
The incurred related to prior years for the six month periods ended June 30, 2017 and 2016 primarily resulted from Atlas’ participation in non-voluntary assigned risk pools. The provision for unpaid claims and claims adjustment expenses decreased by 14.4% to $119.0 million as of June 30, 2017 compared to $139.0 million as of December 31, 2016 as a result of claim settlement activities on prior accident years. Open inventory for reported claims on accident years 2016 and prior as of June 30, 2017 is 8,483 compared to 10,429 as of December 31, 2016. Open inventory in the state of Michigan for reported claims on accident years 2016 and prior decreased 32.3% during the six month period ended June 30, 2017.

42

Contractual Obligations
On April 26, 2017, Atlas issued $25 million of five-year 6.625% senior unsecured notes and received net proceeds of approximately $23.9 million after deducting underwriting discounts and commissions and other estimated offering expenses. Total interest expense over the five years will be $8.3 million. Interest on the senior unsecured notes are payable quarterly on each January 26, April 26, July 26 and October 26. A portion of the net proceeds from this issuance, together with cash on hand, were used to repay all outstanding borrowings under the Loan Agreement, as defined below in the ‘Liquidity and Capital Resources’ section.
The Company has entered into various contracts to renovate and furnish the building that was purchased in 2016 to serve as the Company’s new headquarters (see Note 9). As of June 30, 2017, the remaining contractual obligations related to the renovation and furnishing of Atlas’ new headquarters building are $8.9 million.
There have been no other material changes to the contractual obligations that were discussed in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
Off-balance sheet arrangements
As of June 30, 2017, we did not have any material off-balance sheet arrangements as defined by SEC rules.
Book Value per Ordinary Share
Book value per ordinary share was as follows:
As of: ($ in ‘000s, except for share and per share data)
June 30, 2017
December 31, 2016
Shareholders’ equity
$
138,857

$
127,342

Less: Preferred stock in equity
—

—

Less: Accumulated dividends on preferred stock
333

333

Common equity
$
138,524

$
127,009

Participative shares:
 
 
Common shares outstanding
12,030,703

12,023,295

Restricted stock units (RSUs)
14,816

22,224

Total participative shares
12,045,519

12,045,519

Book value per participative share outstanding
$
11.50

$
10.54

Year-to-date in 2017, book value per common share increased by $0.96 relative to December 31, 2016 as follows: an increase of $0.84 related to net income after tax, an increase of $0.02 related to realized investment gains after tax, an increase of $0.05 related to the change in unrealized gains/losses after tax, and a net increase of $0.05 related to share-based compensation impacts. These changes are attributed to the combined effects of the reasons cited in the ‘Net Premium Earned’, ‘Net Claims Incurred’, ‘Acquisition Costs and Other Underwriting Expenses’, ‘Net Investment Income’, ‘Net Realized Investment Gains’, and ‘Other Income’ subsections of the ‘Operating Results’ section.
Liquidity and Capital Resources
Liquidity Management - The purpose of liquidity management is to ensure there is sufficient cash to meet all financial commitments and obligations as they become due. The liquidity requirements of Atlas’ business have been met primarily by funds generated from operations, asset maturities and income and other returns received on securities. Cash provided from these sources is used primarily for payment of claims and operating expenses. Atlas may also use cash provided from these sources to repurchase common shares in open market transactions under the new Share Repurchase Program.
As a holding company, Atlas may derive cash from its subsidiaries generally in the form of dividends and in the future may charge management fees to the extent allowed by statute or other regulatory approval requirements to meet its obligations. The Insurance Subsidiaries fund their obligations primarily through premium and investment income and maturities in their securities portfolio. Refer also to the discussion in the MD&A’s ‘Investments Overview and Strategy’ section. The Insurance Subsidiaries require regulatory approval for the return of capital and, in certain circumstances, payment of dividends. In the event that dividends and management fees available to the holding company are inadequate to service its obligations, the holding company would need to raise capital, sell assets or incur debt obligations.

43

On April 26, 2017, Atlas issued $25 million of five-year 6.625% senior unsecured notes and received net proceeds of approximately $23.9 million after deducting underwriting discounts and commissions and other estimated offering expenses. Interest on the senior unsecured notes is payable quarterly on each January 26, April 26, July 26 and October 26. Atlas may, at its option, beginning with the interest payment date of April 26, 2020, and on any scheduled interest payment date thereafter, redeem the senior unsecured notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. The senior unsecured notes will rank senior in right of payment to any of Atlas’ existing and future indebtedness that is by its terms expressly subordinated or junior in right of payment to the senior unsecured notes. The senior unsecured notes will rank equally in right of payment to all of Atlas’ existing and future senior indebtedness, but will be effectively subordinated to any secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. In addition, the senior unsecured notes will be structurally subordinated to the indebtedness and other obligations of Atlas’ subsidiaries.
The senior unsecured notes were issued under an indenture and supplemental indenture that contains covenants that, among other things, limit: (i) the ability of Atlas to merge or consolidate, or lease, sell, assign or transfer all or substantially all of its assets; (ii) the ability of Atlas to sell or otherwise dispose of the equity securities of certain of its subsidiaries; (iii) the ability of certain of Atlas’ subsidiaries to issue equity securities; (iv) the ability of Atlas to permit certain of its subsidiaries to merge or consolidate, or lease, sell, assign or transfer all or substantially all of their respective assets; and (v) the ability of Atlas and its subsidiaries to incur debt secured by equity securities of certain of its subsidiaries.
On March 9, 2015, American Insurance Acquisition, Inc. (“American Acquisition”), a wholly-owned direct subsidiary of Atlas, entered into a loan and security agreement (“Loan Agreement”) for a $35.0 million loan facility with Fifth Third Bank. On May 7, 2016, American Acquisition entered into a Modification of Loan Documents with Fifth Third Bank to amend its Loan Agreement. The Loan Agreement, as modified, included a $30.0 million line of credit (“Draw Amount”), which could have been drawn in increments at any time until December 31, 2016. The $30.0 million line of credit had a five year term and bore interest at one-month LIBOR plus 4.5%. The Loan Agreement also included a $5.0 million revolving line of credit (“Revolver”), which could have been drawn upon until May 7, 2018, that bore interest at one-month LIBOR plus 2.75%.
The Loan Agreement was terminated in April 2017. Atlas used a portion of the net proceeds of the senior unsecured notes offering, together with cash on hand, for the repayment of all outstanding balances under the Draw Amount and Revolver, $15.5 million and $3.9 million, respectively. The remaining balance of the net proceeds of the offering may be used for the repurchase of ordinary voting common shares, supporting organic growth and potential acquisitions, as well as for general corporate purposes.
The following table summarizes consolidated cash flow activities:
Summary of Cash Flows ($ in ‘000s)
 
Six Month Period Ended
Twelve Month Period Ended
 
June 30, 2017
December 31, 2016
Net cash flows provided by operating activities
$
12,710

$
170

Net cash flows provided by investing activities
2,133

8,412

Net cash flows provided by (used in) financing activities
4,497

(1,048
)
Net increase in cash
$
19,340

$
7,534

Cash provided by operations during the six month period ended June 30, 2017 was primarily due to the increase in net operating assets and liabilities and net income. We receive most premium in advance of the payment of claims. Our ability to generate positive cash flows depends on the frequency and severity of claims and the timing of collection of premiums receivable and reinsurance recoverables on paid claims.
Cash provided by investing activities during the six month period ended June 30, 2017 was primarily a result of the net sales of fixed income securities and equities offset by net purchases of other investments and property and equipment.
Cash provided by financing activities during the six month period ended June 30, 2017 was primarily a result of the issuance of the senior unsecured note offset by the repayment of the Loan Agreement.
In the first quarter of 2017, the Company’s Board of Directors approved a Share Repurchase Program of up to 650,000 shares of ordinary voting common shares. Over the next 12 months, the repurchases may be made from time to time in open market transactions, privately-negotiated transactions, block purchases, or otherwise in accordance with securities laws at the discretion of the Company’s management. The Company’s decisions around the timing, volume, and nature of share repurchases, and the ultimate amount of shares repurchased, will be dependent on market conditions, applicable securities laws, and other factors. The Share Repurchase Program and the Board’s authorization of the program may be modified, suspended, or discontinued at any time. During the six month period ended June 30, 2017, no shares were repurchased under this Share Repurchase Program.

44

Capital resources - The Company manages capital using both regulatory capital measures and internal metrics. The Company’s capital is primarily derived from common shareholders’ equity, retained deficit and accumulated other comprehensive income (loss).
As a holding company, Atlas could derive cash from its Insurance Subsidiaries generally in the form of dividends to meet its obligations, which will primarily consist of operating expense payments and debt payments. Atlas’ Insurance Subsidiaries fund their obligations primarily through premium and investment income and maturities in the securities portfolio. The Insurance Subsidiaries require regulatory approval for the return of capital and, in certain circumstances, prior to the payment of dividends. In the event that dividends available to the holding company are inadequate to cover its operating expenses and debt payments, the holding company would need to raise capital, sell assets or incur future debt.
The Insurance Subsidiaries must each maintain a minimum statutory capital and surplus of $1.5 million, $2.4 million and $3.5 million under the provisions of the Illinois Insurance Code, the Missouri Insurance Code and the New York Insurance Code, respectively. Dividends may only be paid from statutory unassigned surplus, and payments may not be made if such surplus is less than a stipulated amount. The dividend restriction for the ASI Pool Subsidiaries is the greater of statutory net income or 10% of total statutory capital and surplus. The dividend restriction for Global Liberty is the lower of 10% of statutory surplus or 100% of adjusted net investment income for the preceding twelve month period.
As of June 30, 2017, our Insurance Subsidiaries had a combined statutory surplus of $124.6 million and had combined net written premiums and combined statutory net income for the six month period ended June 30, 2017 of $131.9 million and $9.3 million, respectively.
As of December 31, 2016, our Insurance Subsidiaries had a combined statutory surplus of $113.9 million and had combined net written premiums and combined statutory net loss for the twelve month period ended December 31, 2016 of $180.1 million and $3.6 million, respectively.
Atlas did not declare or pay any dividends to its common shareholders during the six month period ended June 30, 2017 or during the year ended December 31, 2016.
Application of Critical Accounting Policies and Estimates
There have been no material changes to the application of critical accounting estimates and policies that were discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. For a complete summary of our significant accounting policies, see the notes to the consolidated financial statements and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to the quantitative and qualitative disclosures about market risk that were discussed in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
Item 4.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures 
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective such that the information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control
There were no changes to our internal control over financial reporting during the fiscal quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

45

Part II. OTHER INFORMATION
Item 1.
Legal Proceedings.
In connection with its operations, the Company and its Insurance Subsidiaries are, from time to time, named as defendants in actions for damages and costs allegedly sustained by the plaintiffs. While it is not possible to estimate the outcome of the various proceedings at this time, such actions have generally been resolved with minimal damages or expense in excess of amounts provided, and the Company does not believe that it will incur any significant additional loss or expense in connection with such actions. All such actions are ordinary routine litigation incidental to the Company’s business.
Item 1A.
Risk Factors.
There have been no material changes to the risk factors that were discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
Item 2.
Unregistered Sales of Equity Securities And Use of Proceeds.
None.
Item 3.     Defaults Upon Senior Securities.
None.
Item 4.
Mine Safety Disclosures.
Not applicable.
Item 5.     Other Information.
None.
Item 6.    Exhibits.
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
32.1
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
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
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.


46

SIGNATURE
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 thereunto duly authorized.
 
 
 
 
 
Date:
August 7, 2017
Atlas Financial Holdings, Inc.
 
 
(Registrant)
 
 
 
 
 
By:
 
/s/ Paul A. Romano
 
 
 
 
Paul A. Romano
 
 
 
 
Vice President and Chief Financial Officer


47

Atlas Financial Holdings, Inc. Reports