Atlas Financial Holdings, Inc. (NASDAQ: AFH) (“Atlas” or the “Company”)
advises that as a result of shareholder activity a triggering event as determined under Section 382 of the Internal Revenue Code of 1986 ("IRC Section 382") has been reached. 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 of the Company's shares.
As of March 31, 2013 Atlas had 8,095,892 common shares outstanding and had total tax effected federal net operating loss carryforwards of approximately $16.6 million (or $2.05 per common share of which the Company had an overall allowance of $1.47 per common share with $0.58 net per common share included in book value per common share).
Effects of Triggering Event
Following this triggering event, the Company estimates that it will retain total tax effected federal net operating loss carryforwards of approximately $15.0 million (or $1.85 per common share based on the outstanding common shares at March 31, 2013). Book value per common share is expected to be unaffected by this event as the amount of lost DTA's are anticipated to be well within the allowance which was already held against the majority of these assets.
As previously disclosed, this event could be triggered by any current or future shareholder who purchased or sold any amount of shares, or any warrantholder who exercised any warrants, that would create an ownership shift significant enough to trigger the IRC Section 382 limit. Even small fluctuations in the ownership of shareholders owning 5% or more of the Company's stock, or new shareholders acquiring 5% or more of the Company's stock, or the issuance of new shares by the Company in response to a warrant exercise, had the potential to trigger the IRC Section 382 limit. A combination of these events ultimately led to the triggering event.