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 March 31, 2019
OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-3722

ATLANTIC AMERICAN CORPORATION
( Exact name of registrant as specified in its charter)

Georgia
 
58-1027114
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

4370 Peachtree Road, N.E.,
Atlanta, Georgia
 
30319
(Address of principal executive offices)
 
(Zip Code)

(404) 266-5500
(Registrant’s telephone number, including area code)

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  ☑    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☑    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 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  ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☑   Emerging growth company ☐

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. ☐

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

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $1.00 per share
 
AAME
 
NASDAQ Global Market

The total number of shares of the registrant's Common Stock, $1 par value, outstanding on May 2, 2019 was 20,142,644.

ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS


Part I.
Financial Information
Page No.
     
Item 1.
Financial Statements:
 
     
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
Item 2.
20
     
Item 4.
26
     
Part II.
Other Information
 
     
Item 2.
27
     
Item 6.
27
     
28

PART I.  FINANCIAL INFORMATION
Item 1.    Financial Statements

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

ASSETS
   
Unaudited
March 31,
2019
   
December 31,
2018
 
Cash and cash equivalents
 
$
8,614
   
$
12,630
 
Investments:
               
Fixed maturities, available-for-sale, at fair value (amortized cost: $218,519 and $219,924)
   
217,149
     
210,386
 
Equity securities, at fair value (cost: $9,060 and $10,515)
   
25,792
     
20,758
 
Other invested assets (cost: $7,005 and $6,905)
   
7,493
     
7,424
 
Policy loans
   
2,035
     
2,085
 
Real estate
   
38
     
38
 
Investment in unconsolidated trusts
   
1,238
     
1,238
 
Total investments
   
253,745
     
241,929
 
Receivables:
               
Reinsurance
   
28,452
     
26,110
 
Insurance premiums and other (net of allowance for doubtful accounts: $204 and $207)
   
12,137
     
15,223
 
Deferred income taxes, net
   
1,346
     
4,184
 
Deferred acquisition costs
   
37,359
     
37,094
 
Other assets
   
10,047
     
4,560
 
Intangibles
   
2,544
     
2,544
 
Total assets
 
$
354,244
   
$
344,274
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance reserves and policyholder funds:
           
Future policy benefits
 
$
90,858
   
$
90,257
 
Unearned premiums
   
17,259
     
24,206
 
Losses and claims
   
74,713
     
72,612
 
Other policy liabilities
   
1,451
     
1,973
 
Total insurance reserves and policyholder funds
   
184,281
     
189,048
 
Other liabilities
   
24,738
     
20,116
 
Junior subordinated debenture obligations, net
   
33,738
     
33,738
 
Total liabilities
   
242,757
     
242,902
 
                 
Commitments and contingencies (Note 9)
               
Shareholders’ equity:
               
Preferred stock, $1 par, 4,000,000 shares authorized; Series D preferred, 55,000 shares issued and outstanding; $5,500 redemption value
   
55
     
55
 
Common stock, $1 par, 50,000,000 shares authorized; shares issued: 22,400,894; shares outstanding: 20,150,044 and 20,170,360
   
22,401
     
22,401
 
Additional paid-in capital
   
57,417
     
57,414
 
Retained earnings
   
40,868
     
37,208
 
Accumulated other comprehensive loss
   
(1,082
)
   
(7,535
)
Unearned stock grant compensation
   
(128
)
   
(186
)
Treasury stock, at cost: 2,250,850 and 2,230,534 shares
   
(8,044
)
   
(7,985
)
Total shareholders’ equity
   
111,487
     
101,372
 
Total liabilities and shareholders’ equity
 
$
354,244
   
$
344,274
 

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; Dollars in thousands, except per share data)

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
Revenue:
           
Insurance premiums, net
 
$
44,782
   
$
42,202
 
Net investment income
   
2,334
     
2,359
 
Realized investment gains, net
   
1,385
     
370
 
Unrealized gains (losses) on equity securities, net
   
6,489
     
(4,419
)
Other income
   
28
     
28
 
Total revenue
   
55,018
     
40,540
 
                 
Benefits and expenses:
               
Insurance benefits and losses incurred
   
35,307
     
33,172
 
Commissions and underwriting expenses
   
11,015
     
10,019
 
Interest expense
   
546
     
462
 
Other expense
   
2,865
     
3,238
 
Total benefits and expenses
   
49,733
     
46,891
 
Income (loss) before income taxes
   
5,285
     
(6,351
)
Income tax expense (benefit)
   
1,123
     
(1,327
)
Net income (loss)
   
4,162
     
(5,024
)
Preferred stock dividends
   
(99
)
   
(99
)
Net income (loss) applicable to common shareholders
 
$
4,063
   
$
(5,123
)
                 
Earnings (loss) per common share (basic)
 
$
0.20
   
$
(.25
)
Earnings (loss)  per common share (diluted)
 
$
0.19
   
$
(.25
)

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; Dollars in thousands)

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
Net income (loss)
 
$
4,162
   
$
(5,024
)
Other comprehensive income (loss):
               
Available-for-sale fixed maturity securities:
               
Gross unrealized holding gain (loss) arising in the period
   
8,440
     
(6,774
)
Related income tax effect
   
(1,772
)
   
1,422
 
Subtotal
   
6,668
     
(5,352
)
                 
Less: reclassification adjustment for net realized gains included in net income (loss)
   
(272
)
   
(370
)
Related income tax effect
   
57
     
78
 
Subtotal
   
(215
)
   
(292
)
                 
Total other comprehensive income (loss), net of tax
   
6,453
     
(5,644
)
Total comprehensive income (loss)
 
$
10,615
   
$
(10,668
)

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited; Dollars in thousands)

 
 
Three Months Ended March 31, 2019
 
Preferred
Stock
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Loss
   
Unearned
Stock Grant
Compensation
   
Treasury
Stock
   
Total
 
Balance, December 31, 2018
 
$
55
   
$
22,401
   
$
57,414
   
$
37,208
   
$
(7,535
)
 
$
(186
)
 
$
(7,985
)
 
$
101,372
 
Net income
   
-
     
-
     
-
     
4,162
     
-
     
-
     
-
     
4,162
 
Other comprehensive income, net of tax
   
-
     
-
     
-
     
-
     
6,453
     
-
     
-
     
6,453
 
Dividends declared on common stock ($0.02 per share)
   
-
     
-
     
-
     
(403
)
   
-
     
-
     
-
     
(403
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(99
)
   
-
     
-
     
-
     
(99
)
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
58
     
-
     
58
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(49
)
   
(49
)
Net shares acquired related to employee share-based compensation plans
   
-
     
-
     
-
     
-
     
-
     
-
     
(14
)
   
(14
)
Issuance of shares under stock plans
   
-
     
-
     
3
     
-
     
-
     
-
     
4
     
7
 
Balance, March 31, 2019
 
$
55
   
$
22,401
   
$
57,417
   
$
40,868
   
$
(1,082
)
 
$
(128
)
 
$
(8,044
)
 
$
111,487
 
                                                                 
Three Months Ended March 31, 2018
                                                               
Balance, December 31, 2017
 
$
55
   
$
22,401
   
$
57,495
   
$
30,993
   
$
9,751
   
$
(579
)
 
$
(7,133
)
 
$
112,983
 
Cumulative effect of adoption of updated accounting guidance for equity financial instruments at January 1, 2018
   
-
     
-
     
-
     
9,825
     
(9,825
)
   
-
     
-
     
-
 
Reclassification of certain tax effects from accumulated other comprehensive income at January 1, 2018
   
-
     
-
     
-
     
(2,100
)
   
2,100
     
-
     
-
     
-
 
Net loss
   
-
     
-
     
-
     
(5,024
)
   
-
     
-
     
-
     
(5,024
)
Other comprehensive loss, net of tax
   
-
     
-
     
-
     
-
     
(5,644
)
   
-
     
-
     
(5,644
)
Dividends declared on common stock ($0.02 per share)
   
-
     
-
     
-
     
(407
)
   
-
     
-
     
-
     
(407
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(99
)
   
-
     
-
     
-
     
(99
)
Restricted stock grants, net of                    forfeitures
   
-
     
-
     
(68
)
   
-
     
-
     
115
     
(47
)
   
-
 
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
77
     
-
     
77
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(79
)
   
(79
)
Net shares acquired related to employee share-based compensation plans
   
-
     
-
     
-
     
-
     
-
     
-
     
(90
)
   
(90
)
Issuance of shares under stock plans
   
-
     
-
     
4
     
-
     
-
     
-
     
3
     
7
 
Balance, March 31, 2018
 
$
55
   
$
22,401
   
$
57,431
   
$
33,188
   
$
(3,618
)
 
$
(387
)
 
$
(7,346
)
 
$
101,724
 

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
 
$
4,162
   
$
(5,024
)
Adjustments to reconcile income (loss) to net cash used in operating activities:
               
Acquisition costs deferred, net
   
(265
)
   
(469
)
Realized investment gains, net
   
(1,385
)
   
(370
)
Unrealized (gains) losses on equity securities, net
   
(6,489
)
   
4,419
 
Compensation expense related to share awards
   
58
     
77
 
Depreciation and amortization
   
193
     
273
 
Deferred income tax expense (benefit)
   
1,123
     
(1,363
)
Decrease in receivables, net
   
3,936
     
1,567
 
Decrease in insurance reserves and policyholder funds
   
(4,767
)
   
(631
)
Increase (decrease) in other liabilities
   
2,100
     
(5,453
)
Other, net
   
(5,612
)
   
98
 
Net cash used in operating activities
   
(6,946
)
   
(6,876
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from investments sold
   
18,604
     
13,373
 
Proceeds from investments matured, called or redeemed
   
1,878

   
1,529
 
Investments purchased
   
(17,470
)
   
(23,955
)
Additions to property and equipment
   
(26
)
   
(18
)
Net cash provided by (used in) investing activities
   
2,986
     
(9,071
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from shares issued under stock plans
   
7
     
7
 
Treasury stock acquired — share repurchase authorization
   
(49
)
   
(79
)
Treasury stock acquired — net employee share-based compensation
   
(14
)
   
(90
)
Net cash used in financing activities
   
(56
)
   
(162
)
                 
Net decrease in cash and cash equivalents
   
(4,016
)
   
(16,109
)
Cash and cash equivalents at beginning of period
   
12,630
     
24,547
 
Cash and cash equivalents at end of period
 
$
8,614
   
$
8,438
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for interest
 
$
552
   
$
452
 

The accompanying notes are an integral part of these consolidated financial statements.

  ATLANTIC AMERICAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited; Dollars in thousands, except per share amounts)

Note 1.
Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Atlantic American Corporation (the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”).  The Parent’s primary operating subsidiaries, American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company (together known as “Bankers Fidelity”), operate in two principal business units.  American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.  The unaudited condensed consolidated financial statements included herein and these related notes should be read in conjunction with the Company’s consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”).  The Company’s financial condition and results of operations and cash flows as of and for the three month period ended March 31, 2019 are not necessarily indicative of the financial condition or results of operations and cash flows that may be expected for the year ending December 31, 2019 or for any other future period.

The Company’s significant accounting policies have not changed materially from those set out in the 2018 Annual Report, except as noted below for the adoption of new accounting standards.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ materially from those estimates.

Note 2.
Recently Issued Accounting Standards

Adoption of New Accounting Standards

Leases.   On January 1, 2019, the Company adopted the requirements of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The objective of this ASU, along with several related ASUs issued subsequently, is to increase transparency and comparability between organizations that enter into lease agreements. For lessees, the key difference of the new standard from the previous guidance (Topic 840) is the recognition of a right-of-use (ROU) asset and lease liability on the balance sheet. The most significant change is the requirement to recognize ROU assets and lease liabilities for leases classified as operating leases. The new standard requires disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

As part of the transition to the new standard, the Company was required to measure and recognize leases that existed at January 1, 2019 and elected to use a modified retrospective approach. For leases that existed at the effective date, the Company elected the package of three transition practical expedients and therefore did not reassess any of the following:  (i) whether an arrangement is or contains a lease, (ii) lease classification, or (iii) what qualifies as an initial direct cost.

The adoption of this ASU resulted in the Company recognizing a right-of-use asset of $6,088 as part of other assets and a lease liability of $6,088 as part of other liabilities in the consolidated balance sheet.   The adoption of this ASU did not have a material effect on the Company’s results of operations or liquidity.

Revenue from Contracts with Customers.   In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).  ASU 2014-09, as modified, provides guidance for recognizing revenue which excludes insurance contracts and financial instruments. Revenue is to be recognized when, or as, goods or services are transferred to customers in an amount that reflects the consideration that an entity is expected to be entitled in exchange for those goods or services.  For the three months ended March 31, 2019 and 2018, approximately $28 for each period, or less than one-tenth of 1% of the Company's total revenues, were within the scope of this updated guidance.  The Company adopted ASU 2014-09 as of January 1, 2018. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

Future Adoption of New Accounting Standards

For information regarding accounting standards that the Company has not yet adopted, see the “Recently Issued Accounting Standards - Future Adoption of New Accounting Standards” section of Note 1 of Notes to Consolidated Financial Statements in the 2018 Annual Report.

Note 3.
Investments

The following tables set forth the estimated fair value, gross unrealized gains, gross unrealized losses and cost or amortized cost of the Company’s investments in fixed maturities and equity securities, aggregated by type and industry, as of March 31, 2019 and December 31, 2018.

Fixed maturities were comprised of the following:

 
March 31, 2019
 
   
Estimated
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Fixed maturities:
                       
Bonds:
                       
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
26,356
   
$
82
   
$
723
   
$
26,997
 
Obligations of states and political subdivisions
   
8,491
     
415
     
1
     
8,077
 
Corporate securities:
                               
Utilities and telecom
   
19,399
     
1,312
     
124
     
18,211
 
Financial services
   
52,583
     
1,164
     
1,136
     
52,555
 
Other business – diversified
   
44,777
     
822
     
1,381
     
45,336
 
Other consumer – diversified
   
65,351
     
479
     
2,279
     
67,151
 
Total corporate securities
   
182,110
     
3,777
     
4,920
     
183,253
 
Redeemable preferred stocks:
                               
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
192
     
-
     
-
     
192
 
Total fixed maturities
 
$
217,149
   
$
4,274
   
$
5,644
   
$
218,519
 

 
December 31, 2018
 
   
Estimated
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Fixed maturities:
                       
Bonds:
                       
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
27,422
   
$
36
   
$
1,061
   
$
28,447
 
Obligations of states and political subdivisions
   
8,364
     
347
     
72
     
8,089
 
Corporate securities:
                               
Utilities and telecom
   
19,642
     
873
     
431
     
19,200
 
Financial services
   
49,477
     
747
     
2,942
     
51,672
 
Other business – diversified
   
49,196
     
226
     
2,844
     
51,814
 
Other consumer – diversified
   
56,093
     
84
     
4,501
     
60,510
 
Total corporate securities
   
174,408
     
1,930
     
10,718
     
183,196
 
Redeemable preferred stocks:
                               
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
192
     
-
     
-
     
192
 
Total fixed maturities
 
$
210,386
   
$
2,313
   
$
11,851
   
$
219,924
 

Bonds having an amortized cost of $9,477 and $10,452 and included in the tables above were on deposit with insurance regulatory authorities as of March 31, 2019 and December 31, 2018, respectively, in accordance with statutory requirements.

Equity securities were comprised of the following:

   
March 31, 2019
 
   
Estimated
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Equity securities:
                       
Common and non-redeemable preferred stocks:
                       
Financial services
 
$
4,755
   
$
375
   
$
-
   
$
4,380
 
Other business – diversified
   
301
     
254
     
-
     
47
 
Other consumer – diversified
   
20,736
     
16,103
     
-
     
4,633
 
Total equity securities
 
$
25,792
   
$
16,732
   
$
-
   
$
9,060
 


   
December 31, 2018
 
   
Estimated
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Equity securities:
                       
Common and non-redeemable preferred stocks:
                       
Utilities and telecom
 
$
1,686
   
$
722
   
$
-
   
$
964
 
Financial services
   
4,552
     
172
     
-
     
4,380
 
Other business – diversified
   
306
     
259
     
-
     
47
 
Other consumer – diversified
   
14,214
     
9,090
     
-
     
5,124
 
Total equity securities
 
$
20,758
   
$
10,243
   
$
-
   
$
10,515
 

The carrying value and amortized cost of the Company’s investments in fixed maturities at March 31, 2019 and December 31, 2018 by contractual maturity were as follows.  Actual maturities may differ from contractual maturities because issuers may call or prepay obligations with or without call or prepayment penalties.

   
March 31, 2019
   
December 31, 2018
 
   
Carrying
Value
   
Amortized
Cost
   
Carrying
Value
   
Amortized
Cost
 
Due in one year or less
 
$
1,501
   
$
1,500
   
$
3,150
   
$
3,150
 
Due after one year through five years
   
15,529
     
15,274
     
19,787
     
19,699
 
Due after five years through ten years
   
122,693
     
123,685
     
127,617
     
133,863
 
Due after ten years
   
61,355
     
61,389
     
43,823
     
46,338
 
Asset backed securities
   
16,071
     
16,671
     
16,009
     
16,874
 
Totals
 
$
217,149
   
$
218,519
   
$
210,386
   
$
219,924
 

The following tables present the Company’s unrealized loss aging for securities by type and length of time the security was in a continuous unrealized loss position as of March 31, 2019 and December 31, 2018.

   
March 31, 2019
 
   
Less than 12 months
   
12 months or longer
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
-
   
$
-
   
$
20,998
   
$
723
   
$
20,998
   
$
723
 
Obligations of states and political subdivisions
   
-
     
-
     
485
     
1
     
485
     
1
 
Corporate securities
   
9,142
     
135
     
94,244
     
4,785
     
103,386
     
4,920
 
Total temporarily impaired securities
 
$
9,142
   
$
135
   
$
115,727
   
$
5,509
   
$
124,869
   
$
5,644
 


   
December 31, 2018
 
   
Less than 12 months
   
12 months or longer
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
-
   
$
-
   
$
24,786
   
$
1,061
   
$
24,786
   
$
1,061
 
Obligations of states and political subdivisions
   
-
     
-
     
3,980
     
72
     
3,980
     
72
 
Corporate securities
   
49,633
     
1,592
     
97,012
     
9,126
     
146,645
     
10,718
 
Total temporarily impaired securities
 
$
49,633
   
$
1,592
   
$
125,778
   
$
10,259
   
$
175,411
   
$
11,851
 

The evaluation for an other than temporary impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to hold the securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit status.

There were no other than temporary impairment (“OTTI”) charges recorded during the three month periods ended March 31, 2019 and 2018.

As of March 31, 2019 and December 31, 2018, there were ninety-two and one hundred forty securities, respectively, in an unrealized loss position which primarily included certain of the Company’s investments in fixed maturities within the financial services, other diversified business and other diversified consumer sectors. The decrease in the number and value of securities in an unrealized loss position during the three month period ended March 31, 2019 was primarily attributable to the appreciation of fixed maturity market prices due to the current interest rate environment.  Other than securities for which an impairment charge has already been taken, the Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position. Based upon the Company’s expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the Company’s evaluation of other relevant factors, including those described above, the Company has deemed these securities to be temporarily impaired as of March 31, 2019.

The following table is a summary of realized investment gains (losses) for the three month periods ended March 31, 2019 and 2018.

   
2019
 
   
Fixed
Maturities
   
Equity
Securities
   
Other
Invested
Assets
   
Total
 
Gains
 
$
272
   
$
1,113
   
$
-
   
$
1,385
 
Losses
   
-
     
-
     
-
     
-
 
Realized investment gains (losses), net
 
$
272
   
$
1,113
   
$
-
   
$
1,385
 


   
2018
 
   
Fixed
Maturities
   
Equity
Securities
   
Other
Invested
Assets
   
Total
 
Gains
 
$
370
   
$
-
   
$
-
   
$
370
 
Losses
   
-
     
-
     
-
     
-
 
Realized investment gains (losses), net
 
$
370
   
$
-
   
$
-
   
$
370
 

The following table presents the portion of unrealized gains (losses) related to equity securities still held for the three month periods ended March 31, 2019 and 2018.

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
Net gains (losses) recognized during the period on equity securities
 
$
7,602
   
$
(4,419
)
Less: Net gains (losses) recognized during the period on equity securities sold during the period
   
1,113
     
-
 
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date
 
$
6,489
   
$
(4,419
)

Variable Interest Entities

The Company holds passive interests in a number of entities that are considered to be variable interest entities (“VIEs”) under GAAP guidance. The Company’s VIE interests principally consist of interests in limited partnerships and limited liability companies formed for the purpose of achieving diversified equity returns. The Company’s VIE interests, carried as a part of other invested assets, totaled $7,493 and $7,424 as of March 31, 2019 and December 31, 2018, respectively. The Company’s VIE interests, carried as a part of investment in unconsolidated trusts, totaled $1,238 as of March 31, 2019 and December 31, 2018.

The Company does not have power over the activities that most significantly impact the economic performance of these VIEs and thus is not the primary beneficiary. Therefore, the Company has not consolidated these VIEs. The Company’s involvement with each VIE is limited to its direct ownership interest in the VIE.  The Company has no arrangements with any of the VIEs to provide other financial support to or on behalf of the VIE. The Company’s maximum loss exposure relative to these investments was limited to the carrying value of the Company’s investment in the VIEs, which amount to $8,731 and $8,662, as of March 31, 2019 and December 31, 2018, respectively.  As of March 31, 2019 and December 31, 2018, the Company has outstanding commitments totaling $4,900 and $0, respectively, whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new investments and partnership expenses.

Note 4.
Fair Values of Financial Instruments

The estimated fair values have been determined by the Company using available market information from various market sources and appropriate valuation methodologies as of the respective dates.  However, considerable judgment is necessary to interpret market data and to develop the estimates of fair value.  Although management is not aware of any factors that would significantly affect the estimated fair value amounts, the estimates presented herein are not necessarily indicative of the amounts which the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following describes the fair value hierarchy and provides information as to the extent to which the Company uses fair value to measure the value of its financial instruments and information about the inputs used to value those financial instruments. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three broad levels.

Level 1
Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. The Company’s financial instruments valued using Level 1 criteria include cash equivalents, U.S. Treasury securities and exchange traded common stocks.

Level 2
Observable inputs, other than quoted prices included in Level 1, for an asset or liability or prices for similar assets or liabilities. The Company’s financial instruments valued using Level 2 criteria include significantly most of its fixed maturities, which consist of U.S. Government securities, obligations of states and political subdivisions, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In determining fair value measurements of its fixed maturities and non-redeemable preferred stocks using Level 2 criteria, the Company utilizes data from outside sources, including nationally recognized pricing services and broker/dealers.  Prices for the majority of the Company’s Level 2 fixed maturities and non-redeemable preferred stocks were determined using unadjusted prices received from pricing services that utilize a matrix pricing concept, which is a mathematical technique used widely in the industry to value debt securities based on various relationships to other benchmark quoted prices.

Level 3
Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk).  Fair value is based on criteria that use assumptions or other data that are not readily observable from objective sources. The Company’s financial instruments valued using Level 3 criteria consist of a limited number of fixed maturities. As of March 31, 2019 and December 31, 2018, the value of the Company’s fixed maturities valued using Level 3 criteria was $1,115 and $1,066, respectively. The use of different criteria or assumptions regarding data may have yielded materially different valuations.

As of March 31, 2019, financial instruments carried at fair value were measured on a recurring basis as summarized below:

   
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total
 
Assets:
                       
Fixed maturities
 
$
10,286
   
$
205,748
   
$
1,115
(1)  
 
$
217,149
 
Equity securities
   
21,240
     
4,552
(1)  
   
-
     
25,792
 
Cash equivalents
   
6,724
     
-
     
-
     
6,724
 
Total
 
$
38,250
   
$
210,300
   
$
1,115
   
$
249,665
 


(1)
All underlying securities are financial services industry related.

As of December 31, 2018, financial instruments carried at fair value were measured on a recurring basis as summarized below:

   
Quoted Prices
in Active
Markets
for Identical
Assets
   
Significant
Other
Observable
Inputs
   
Significant
Unobservable
Inputs
       
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Assets:
                       
Fixed maturities
 
$
11,413
   
$
197,907
   
$
1,066
(1)
 
$
210,386
 
Equity securities
   
16,398
     
4,360
(1)
   
-
     
20,758
 
Cash equivalents
   
8,250
     
-
     
-
     
8,250
 
Total
 
$
36,061
   
$
202,267
   
$
1,066
   
$
239,394
 


(1)
All underlying securities are financial services industry related.

The following tables provide a roll-forward of the Company’s financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three month periods ended March 31, 2019 and 2018.

   
Fixed
Maturities
 
Balance, December 31, 2018
 
$
1,066
 
Total unrealized gains included in other comprehensive loss
   
49
 
Balance, March 31, 2019
 
$
1,115
 

   
Fixed
Maturities
 
Balance, December 31, 2017
 
$
1,369
 
Total unrealized losses included in other comprehensive loss
   
(30
)
Balance, March 31, 2018
 
$
1,339
 

The Company’s fixed maturities valued using Level 3 inputs consist solely of issuances of pooled debt obligations of multiple, smaller financial services companies that are not actively traded.  There are no assumed prepayments and/or default probability assumptions as a majority of these instruments contain certain U.S. government agency strips to support repayment of the principal.  Other qualitative and quantitative information received from the original underwriter of the pooled offerings is also considered, as applicable.

The following table sets forth the carrying amount, estimated fair value and level within the fair value hierarchy of the Company’s financial instruments as of March 31, 2019 and December 31, 2018.

           
March 31, 2019
   
December 31, 2018
 
     
Level in Fair
Value
Hierarchy (1)
   
Carrying
Amount
   
Estimated
Fair Value
   
Carrying
Amount
   
Estimated
Fair Value
 
Assets:
                               
Cash and cash equivalents
   
Level 1
   
$
8,614
   
$
8,614
   
$
12,630
   
$
12,630
 
Fixed maturities
     
(1)  
   
217,149
     
217,149
     
210,386
     
210,386
 
Equity securities
     
(1)  
   
25,792
     
25,792
     
20,758
     
20,758
 
Other invested assets
   
Level 3
     
7,493
     
7,493
     
7,424
     
7,424
 
Policy loans
   
Level 2
     
2,035
     
2,035
     
2,085
     
2,085
 
Real estate
   
Level 2
     
38
     
38
     
38
     
38
 
Investment in unconsolidated trusts
   
Level 2
     
1,238
     
1,238
     
1,238
     
1,238
 
Liabilities:
                                       
Junior subordinated debentures, net
   
Level 2
     
33,738
     
33,738
     
33,738
     
33,738
 


(1)
See the aforementioned information for a description of the fair value hierarchy as well as a disclosure of levels for classes of these financial assets.

There have not been any transfers between Level 1, Level 2 and Level 3 during the periods presented in these condensed consolidated financial statements.

Note 5.
Liabilities for Unpaid Losses, Claims and Loss Adjustment Expenses

The roll-forward of liabilities for unpaid losses, claims and loss adjustment expenses, by major product, is as follows:

Property and Casualty Insurance Products
 
Three Months Ended
March 31,
 
   
2019
   
2018
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
49,354
   
$
47,997
 
Less: Reinsurance recoverable on unpaid losses
   
(6,428
)
   
(7,220
)
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
42,926
     
40,777
 
                 
Incurred related to:
               
Current accident year
   
9,398
     
9,602
 
Prior accident year development (1)
   
(355
)
   
(425
)
Total incurred
   
9,043
     
9,177
 
                 
Paid related to:
               
Current accident year
   
1,668
     
2,348
 
Prior accident years
   
7,310
     
5,976
 
Total paid
   
8,978
     
8,324
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
42,991
     
41,630
 
Plus: Reinsurance recoverable on unpaid losses
   
6,218
     
7,158
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
49,209
   
$
48,788
 


(1)
In establishing property and casualty reserves, the Company initially reserves for losses at the higher end of the reasonable range if no other value within the range is determined to be more probable.  Selection of such an initial loss estimate is an attempt by management to give recognition that initial claims information received generally is not conclusive with respect to legal liability, is generally not comprehensive with respect to magnitude of loss and generally, based on historical experience, will develop more adversely as time passes and more information becomes available.  Accordingly, the Company generally experiences reserve redundancies when analyzing the development of prior year losses in a current period.

Medicare Supplement Insurance Products
 
Three Months Ended
March 31,
 
   
2019
   
2018
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
21,257
   
$
15,859
 
Less: Reinsurance recoverable on unpaid losses
   
(7,926
)
   
(4,748
)
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
13,331
     
11,111
 
                 
Incurred related to:
               
Current accident year
   
22,472
     
17,615
 
Prior accident year development
   
974
     
3,343
(2)
Total incurred
   
23,446
     
20,958
 
                 
Paid related to:
               
Current accident year
   
11,125
     
5,873
 
Prior accident years
   
11,213
     
13,252
 
Total paid
   
22,338
     
19,125
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
14,439
     
12,944
 
Plus: Reinsurance recoverable on unpaid losses
   
8,958
     
6,535
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
23,397
   
$
19,479
 


(2)
The prior accident year development for Medicare supplement insurance products was primarily due to influenza, the usual driver of elevated morbidity in winter, which was significantly higher than in the previous year and ultimately had an unfavorable effect on the Company’s loss patterns.

Other Life and Health Insurance Products
 
Three Months Ended
March 31,
 
   
2019
   
2018
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
2,001
   
$
1,833
 
Less: Reinsurance recoverable on unpaid losses
   
-
     
-
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
2,001
     
1,833
 
                 
Incurred related to:
               
Current accident year
   
2,494
     
2,516
 
Prior accident year development
   
(120
)
   
(284
)
Total incurred
   
2,374
     
2,232
 
                 
Paid related to:
               
Current accident year
   
914
     
998
 
Prior accident years
   
1,354
     
1,214
 
Total paid
   
2,268
     
2,212
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
2,107
     
1,853
 
Plus: Reinsurance recoverable on unpaid losses
   
-
     
-
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
2,107
   
$
1,853
 

Following is a reconciliation of total incurred losses to total insurance benefits and losses incurred:

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
Total incurred losses
 
$
34,863
   
$
32,367
 
Cash surrender value and matured endowments
   
360
     
378
 
Benefit reserve changes
   
84
     
427
 
Total insurance benefits and losses incurred
 
$
35,307
   
$
33,172
 

Note 6.
Junior Subordinated Debentures

The Company has two unconsolidated Connecticut statutory business trusts, which exist for the exclusive purposes of: (i) issuing trust preferred securities (“Trust Preferred Securities”) representing undivided beneficial interests in the assets of the trusts; (ii) investing the gross proceeds of the Trust Preferred Securities in junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) of Atlantic American; and (iii) engaging in those activities necessary or incidental thereto.

The financial structure of each of Atlantic American Statutory Trust I and II as of March 31, 2019 was as follows:

   
Atlantic American
Statutory Trust I
   
Atlantic American
Statutory Trust II
 
JUNIOR SUBORDINATED DEBENTURES (1) (2)
           
Principal amount owed March 31, 2019
 
$
18,042
   
$
23,196
 
Less: Treasury debt (3)
   
-
     
(7,500
)
Net balance March 31, 2019
 
$
18,042
   
$
15,696
 
Net balance December 31, 2018
 
$
18,042
   
$
15,696
 
Coupon rate
 
LIBOR + 4.00%
   
LIBOR + 4.10%
 
Interest payable
 
Quarterly
   
Quarterly
 
Maturity date
 
December 4, 2032
   
May 15, 2033
 
Redeemable by issuer
 
Yes
   
Yes
 
TRUST PREFERRED SECURITIES
               
Issuance date
 
December 4, 2002
   
May 15, 2003
 
Securities issued
   
17,500
     
22,500
 
Liquidation preference per security
 
$
1
   
$
1
 
Liquidation value
 
$
17,500
   
$
22,500
 
Coupon rate
 
LIBOR + 4.00%
   
LIBOR + 4.10%
 
Distribution payable
 
Quarterly
   
Quarterly
 
Distribution guaranteed by (4)
 
Atlantic American Corporation
   
Atlantic American Corporation
 


(1)
For each of the respective debentures, the Company has the right at any time, and from time to time, to defer payments of interest on the Junior Subordinated Debentures for a period not exceeding 20 consecutive quarters up to the debentures’ respective maturity dates.  During any such period, interest will continue to accrue and the Company may not declare or pay any cash dividends or distributions on, or purchase, the Company’s common stock nor make any principal, interest or premium payments on or repurchase any debt securities that rank equally with or junior to the Junior Subordinated Debentures.  The Company has the right at any time to dissolve each of the trusts and cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities.


(2)
The Junior Subordinated Debentures are unsecured and rank junior and subordinate in right of payment to all senior debt of the Parent and are effectively subordinated to all existing and future liabilities of its subsidiaries.


(3)
On August 4, 2014, the Company acquired $7,500 of the Junior Subordinated Debentures.


(4)
The Parent has guaranteed, on a subordinated basis, all of the obligations under the Trust Preferred Securities, including payment of the redemption price and any accumulated and unpaid distributions to the extent of available funds and upon dissolution, winding up or liquidation.

Note 7.
Earnings (Loss) Per Common Share

A reconciliation of the numerator and denominator used in the loss per common share calculations is as follows:

   
Three Months Ended
March 31, 2019
 
   
Income
   
Weighted Average Shares
(In thousands)
   
Per Share
Amount
 
Basic Earnings Per Common Share:
                 
Net income
 
$
4,162
     
20,159
       
Less preferred stock dividends
   
(99
)
             
Net income applicable to common shareholders
   
4,063
     
20,159
   
$
.20
 
Diluted Earnings Per Common Share:
                       
Effect of Series D preferred stock
   
99
     
1,378
         
Net income applicable to common shareholders
 
$
4,162
     
21,537
   
$
.19
 

   
Three Months Ended
March 31, 2018
   
Loss
   
Weighted Average Shares
(In thousands)
     
Per Share
Amount
 
Basic and Diluted Loss Per Common Share:
                     
Net loss
 
$
(5,024
)
   
20,419
         
Less preferred stock dividends
   
(99
)
   
-
         
Net loss applicable to common shareholders
 
$
(5,123
)
   
20,419
    $ 
         (.25)
 

The assumed conversion of the Company’s Series D preferred stock was excluded from the diluted loss per common share calculation for the three month period ended March 31, 2018, since its impact would have been antidilutive.

Note 8.
Income Taxes

A reconciliation of the differences between income taxes computed at the federal statutory income tax rate and income tax benefit is as follows:

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
Federal income tax provision at statutory rate of 21%
 
$
1,110
   
$
(1,334
)
Dividends-received deduction
   
(9
)
   
(10
)
Other permanent differences
   
22
     
17
 
Income tax benefit
 
$
1,123
   
$
(1,327
)

The components of income tax benefit were:

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
Current – Federal
 
$
-
   
$
36
 
Deferred – Federal
   
1,123
     
(1,363
)
Total
 
$
1,123
   
$
(1,327
)


Note 9.
Leases

The Company has identified two operating lease agreements, each for the use of office space in the ordinary course of business. The first lease renews annually on an automatic basis and based on original assumptions, management is reasonably certain to exercise the renewal option for an additional eight years from the January 1, 2019 effective date of the new lease guidance.  The original term of the second lease was ten years and amended in January 2017 to provide for an additional seven years, with a termination date on September 30, 2026. The rate used in determining the present value of lease payments is based upon an estimate of the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease.

These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease.  Lease expense reported for the three months ended March 31, 2019, was $254.  See the “Adoption of New Accounting Standards - Leases ” section of Note 2 of Notes to Condensed Consolidated Financial Statements for additional information regarding the accounting for leases.

Additional information regarding the Company’s real estate operating leases is as follows:

   
Three Months
Ended
March 31,
 
   
2019
 
Other information on operating leases:
     
Cash payments included in the measurement of lease liabilities reported in operating cash flows
 
$
233
 
Right-of-use assets included in other assets on balance sheet
    5,938  
Weighted average discount rate
   
6.8
%
Weighted average remaining lease term in years
 
7.9 years
 


The following table presents maturities and present value of the Company’s lease liabilities:

   
Lease Liability
 
Remainder of 2019
 
$
582
 
2020
   
978
 
2021
   
1,015
 
2022
   
1,031
 
2023
   
1,048
 
Thereafter
   
3,091
 
Total undiscounted lease payments
   
7,745
 
Less: present value adjustment
   
1,787
 
Operating lease liability
 
$
5,958
 

As of March 31, 2019, the Company has no operating leases that have not yet commenced.

Note 10.
Commitments and Contingencies

From time to time, the Company is, and expects to continue to be, involved in various claims and lawsuits incidental to and in the ordinary course of its businesses.  In the opinion of management, any such known claims are not expected to have a material effect on the financial condition or results of operations of the Company.

Note 11.
Segment Information

The Parent’s primary insurance subsidiaries, American Southern and Bankers Fidelity, operate in two principal business units, each focusing on specific products.  American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market.  Each business unit is managed independently and is evaluated on its individual performance.  The following sets forth the assets, revenue and income (loss) before income taxes for each business unit as of and for the periods ended 2019 and 2018.

Assets  
March 31,
2019
   
December 31,
2018
 
American Southern
 
$
121,500
   
$
122,724
 
Bankers Fidelity
   
204,531
     
195,663
 
Corporate and Other
   
28,213
     
25,887
 
Total assets
 
$
354,244
   
$
344,274
 


 
Three Months Ended
March 31,
 
Revenues
 
2019
   
2018
 
American Southern
 
$
15,235
   
$
13,533
 
Bankers Fidelity
   
34,376
     
30,113
 
Corporate and Other
   
5,407
     
(3,106
)
Total revenue
 
$
55,018
   
$
40,540
 


 
Three Months Ended
March 31,
 
Income (Loss) Before Income Taxes
 
2019
   
2018
 
American Southern
 
$
1,982
   
$
968
 
Bankers Fidelity
   
(496
)
   
(2,535
)
Corporate and Other
   
3,799
     
(4,784
)
Income (loss) before income taxes
 
$
5,285
   
$
(6,351
)

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”) as of and for the three month period ended March 31, 2019. This discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included elsewhere herein, as well as with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”).

Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company (together known as “Bankers Fidelity”).  Each operating company is managed separately, offers different products and is evaluated on its individual performance.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures.   Actual results could differ significantly from those estimates.  The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of variability. The Company’s critical accounting policies and the resultant estimates considered most significant by management are disclosed in the 2018 Annual Report.  Except as disclosed in Note 2 of Notes to Condensed Consolidated Financial Statements, the Company’s critical accounting policies are consistent with those disclosed in the 2018 Annual Report.

Overall Corporate Results

The following presents the Company’s revenue, expenses and net income (loss) for the three month period ended March 31, 2019 and the comparable period in 2018:

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
   
(In thousands)
 
Insurance premiums
 
$
44,782
   
$
42,202
 
Net investment income
   
2,334
     
2,359
 
Realized investment gains, net
   
1,385
     
370
 
Unrealized gains (losses) on equity securities, net
   
6,489
     
(4,419
)
Other income
   
28
     
28
 
Total revenue
   
55,018
     
40,540
 
Insurance benefits and losses incurred
   
35,307
     
33,172
 
Commissions and underwriting expenses
   
11,015
     
10,019
 
Interest expense
   
546
     
462
 
Other expense
   
2,865
     
3,238
 
Total benefits and expenses
   
49,733
     
46,891
 
Income (loss) before income taxes
 
$
5,285
   
$
(6,351
)
Net income (loss)
 
$
4,162
   
$
(5,024
)

Management also considers and evaluates performance by analyzing the non-GAAP measure operating income (loss), and believes it is a useful metric for investors, potential investors, securities analysts and others because it isolates the “core” operating results of the Company before considering certain items that are either beyond the control of management (such as taxes, which are subject to timing, regulatory and rate changes depending on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company’s operational results (such as any realized and unrealized investment gains, which are not a part of the Company’s primary operations and are, to a limited extent, subject to discretion in terms of timing of realization).

A reconciliation of net income (loss) to operating loss for the three month period ended March 31, 2019 and the comparable period in 2018 is as follows:

   
Three Months Ended
March 31,
 
Reconciliation of Non-GAAP Financial Measure
 
2019
   
2018
 
   
(In thousands)
 
Net income (loss)
 
$
4,162
   
$
(5,024
)
Income tax benefit (expense)
   
1,123
     
(1,327
)
Realized investment gains, net
   
(1,385
)
   
(370
)
Unrealized gains (losses) on equity securities, net
   
(6,489
)
   
4,419
 
Non-GAAP operating loss
 
$
(2,589
)
 
$
(2,302
)

On a consolidated basis, the Company had net income of $4.2 million, or $0.19 per diluted share, for the three month period ended March 31, 2019, compared to a net loss of $5.0 million, or a loss of $0.25 per diluted share, for the three month period ended March 31, 2018.  Premium revenue for the three month period ended March 31, 2019 increased $2.6 million, or 6.1%, to $44.8 million. The increase in premium revenue was primarily attributable   to an increase in Medicare supplement business in the life and health operations.  Operating loss increased $0.3 million in the three month period ended March 31, 2019 over the comparable period of 2018.  The increase in operating loss was primarily due to unfavorable loss experience in the life and health operations.

A more detailed analysis of the individual operating segments and other corporate activities follows.

American Southern

The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month period ended March 31, 2019 and the comparable period in 2018:

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
   
(Dollars in thousands)
 
Gross written premiums
 
$
7,694
   
$
6,841
 
Ceded premiums
   
(1,375
)
   
(1,203
)
Net written premiums
 
$
6,319
   
$
5,638
 
Net earned premiums
 
$
13,806
   
$
12,707
 
Net loss and loss adjustment expenses
   
9,043
     
9,177
 
Underwriting expenses
   
4,210
     
3,387
 
Underwriting income
 
$
553
   
$
143
 
Loss ratio
   
65.5
%
   
72.2
%
Expense ratio
   
30.5
     
26.7
 
Combined ratio
   
96.0
%
   
98.9
%

Gross written premiums at American Southern increased $0.9 million, or 12.5%, during the three month period ended March 31, 2019 from the comparable period in 2018.  The increase in gross written premiums was primarily attributable to an increase in premiums written in the automobile physical damage line of business due to increased writings from certain agencies and a new agency that started in the second half of 2018.  Partially offsetting the increase in gross written premiums was a decline in premiums written in the surety line of business as a result of increased competition.

Ceded premiums increased $0.2 million, or 14.3%, during the three month period ended March 31, 2019 from the comparable period in 2018 due primarily to an increase in earned premiums in certain accounts within the automobile physical damage and general liability lines of business, which are subject to reinsurance.

The following presents American Southern’s net earned premiums by line of business for the three month period ended March 31, 2019 and the comparable period in 2018:

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
   
(In thousands)
 
Automobile liability
 
$
7,024
   
$
6,865
 
Automobile physical damage
   
3,602
     
2,455
 
General liability
   
784
     
738
 
Surety
   
1,687
     
1,934
 
Other lines
   
709
     
715
 
Total
 
$
13,806
   
$
12,707
 

Net earned premiums increased $1.1 million, or 8.6%, during the three month period ended March 31, 2019 from the comparable period in 2018.  The increase in net earned premiums was primarily attributable to an increase in automobile physical damage coverage resulting from the addition of an automobile account as previously mentioned.  Premiums are earned ratably over their respective policy terms, and therefore premiums earned in the current year are related to policies written during both the current year and immediately preceding year.

The performance of an insurance company is often measured by its combined ratio. The combined ratio represents the percentage of losses, loss adjustment expenses and other expenses that are incurred for each dollar of premium earned by the company. A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an underwriting loss. The combined ratio is divided into two components, the loss ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).

Net loss and loss adjustment expenses at American Southern decreased $0.1 million, or 1.5%, during the three month period ended March 31, 2019 from the comparable period in 2018.  As a percentage of earned premiums, net loss and loss adjustment expenses were 65.5% in the three month period ended March 31, 2019, compared to 72.2% in the three month period ended March 31, 2018.  The decrease in the loss ratio was primarily due to a decrease in the number of claims in the general liability line of business during the three month period ended March 31, 2019.  Partially offsetting the decrease in the loss ratio during the three month period ended March 31, 2019 was less favorable loss experience in the automobile liability line of business.

Underwriting expenses increased $0.8 million, or 24.3%, during the three month period ended March 31, 2019 from the comparable period in 2018.  As a percentage of earned premiums, underwriting expenses were 30.5% in the three month period ended March 31, 2019, compared to 26.7% in the three month period ended March 31, 2018.  The increase in the expense ratio was primarily due to American Southern’s use of a variable commission structure with certain agents, which compensates the participating agents in relation to the loss ratios of the business they write.  During the three month period ended March 31, 2019, variable commissions at American Southern increased $0.5 million from the comparable period in 2018 due to favorable loss experience from accounts subject to variable commissions.

Bankers Fidelity

The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month period ended March 31, 2019 and the comparable period in 2018:

   
Three Months Ended
March 31,
 
   
2019
   
2018
 
             
Medicare supplement
 
$
44,329
   
$
39,164
 
Other health products
   
1,990
     
1,846
 
Life insurance
   
2,142
     
2,301
 
Gross earned premiums
   
48,461
     
43,311
 
Ceded premiums
   
(17,485
)
   
(13,816
)
Net earned premiums
   
30,976
     
29,495
 
Insurance benefits and losses
   
26,264
     
23,995
 
Underwriting expenses
   
8,608
     
8,652
 
Total expenses
   
34,872
     
32,647
 
Underwriting loss
 
$
(3,896
)
 
$
(3,152
)
Loss ratio
   
84.8
%
   
81.4
%
Expense ratio
   
27.8
     
29.3
 
Combined ratio
   
112.6
%
   
110.7
%

Net earned premium revenue at Bankers Fidelity increased $1.5 million, or 5.0%, during the three month period ended March 31, 2019 over the comparable period in 2018.  Gross earned premiums from the Medicare supplement line of business increased $5.2 million, or 13.2%, during the three month period ended March 31, 2019, due primarily to successful execution of new business generating strategies with both new and existing agents. Other health product premiums increased $0.1 million, or 7.8%, during the same comparable period, primarily as a result of new sales of the company’s hospital indemnity and group health products. Gross earned premiums from the life insurance line of business decreased $0.2 million, or 6.9%, during the three month period ended March 31, 2019 from the comparable period in 2018 due to the redemption and settlement of existing policy obligations exceeding the level of new sales activity.  Premiums ceded increased $3.7 million, or 26.6%, during the three month period ended March 31, 2019 over the comparable period in 2018.  The increase in ceded premiums for the three month period ended March 31, 2019 was due to a significant increase in Medicare supplement premiums subject to reinsurance.

Benefits and losses increased $2.3 million, or 9.5%, during the three month period ended March 31, 2019 over the comparable period in 2018.  As a percentage of earned premiums, benefits and losses were 84.8% in the three month period ended March 31, 2019, compared to 81.4% in the three month period ended March 31, 2018.  The increase in the loss ratio for the three month period ended March 31, 2019 was primarily attributable to unfavorable loss experience in the Medicare supplement line of business.  Throughout 2018 and continuing into the three month period ended March 31, 2019, Bankers Fidelity experienced a higher than expected level of claims in the Medicare supplement line of business which had an unfavorable effect on the Company’s loss patterns and increased the resultant loss ratio.

Underwriting expenses decreased slightly during the three month period ended March 31, 2019 from the comparable period in 2018.  As a percentage of earned premiums, underwriting expenses were 27.8% in the three month period ended March 31, 2019, compared to 29.3% in the three month period ended March 31, 2018.  The decrease in the expense ratio for the three month period ended March 31, 2019 was primarily due to the increase in earned premiums coupled with a relatively consistent level of fixed general and administrative expenses.  Also contributing to the decrease in the expense ratio was a reinsurance expense-reimbursement allowance associated with reinsurance, which reimbursed the Company for a portion of its indirect underwriting expenses.

NET INVESTMENT INCOME AND REALIZED GAINS

Investment income decreased slightly during the three month period ended March 31, 2019 from the comparable period in 2018.  The decrease in investment income was primarily attributable to a slight loss from the equity in earnings from investments in real estate partnerships during the three month period ended March 31, 2019 that did not occur in the comparable 2018 period.

The Company had net realized investment gains of $1.4 million during the three month period ended March 31, 2019, compared to net realized investment gains of $0.4 million in the three month period ended March 31, 2018.  The net realized investment gains in the three month periods ended March 31, 2019 resulted primarily from the disposition of several of the Company’s investments in equity securities.   The net realized investment gains in the three month periods ended March 31, 2018 resulted from the disposition of several of the Company’s investments in fixed maturities.  Management continually evaluates the Company’s investment portfolio and makes adjustments for impairments and/or divests investments as may be determined to be appropriate.

UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES

On January 1, 2018 the Company adopted ASU No. 2016-01, which requires, among other things, investments in equity securities to be measured at fair value at the end of the reporting period, with any changes in fair value reported in net income.  As a result of the adoption of ASU No. 2016-01, the Company recognized net unrealized gains on equity securities still held of $6.5 million during the three month period ended March 31, 2019 and unrealized losses on equity securities still held of $4.4 million during the three month period ended March 31, 2018.

INTEREST EXPENSE

Interest expense increased $0.1 million, or 18.2%, during the three month period ended March 31, 2019 from the comparable period in 2018.  The increase in interest expense was due to an increase in the London Interbank Offered Rate (“LIBOR”), as the interest rates on the Company’s outstanding junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) are directly related to LIBOR.

OTHER EXPENSES

Other expenses (commissions, underwriting expenses, and other expenses) increased $0.6 million, or 4.7%, during the three month period ended March 31, 2019 from the comparable period in 2018.  The increase in other expenses was primarily attributable to a $0.5 million increase in the variable commission accrual in the property and casualty operations.  On a consolidated basis, as a percentage of earned premiums, other expenses decreased to 31.0% in the three month period ended March 31, 2019 from 31.4% in the three month period ended March 31, 2018.  The decrease in the expense ratio was primarily attributable to the increase in earned premiums coupled with a lower level of general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

The primary cash needs of the Company are for the payment of claims and operating expenses, maintaining adequate statutory capital and surplus levels, and meeting debt service requirements.  Current and expected patterns of claim frequency and severity may change from period to period but generally are expected to continue within historical ranges.  The Company’s primary sources of cash are written premiums, investment income and proceeds from the sale and maturity of its invested assets.  The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy liabilities and that cash inflows from investment earnings, future premium receipts and reinsurance collections will be adequate to fund the payment of claims and operating expenses as needed.

Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries.  The principal cash needs of the Parent are for the payment of operating expenses, the acquisition of capital assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and approved by the Company’s board of directors from time to time.  At March 31, 2019, the Parent had approximately $19.9 million of unrestricted cash and investments.

The Parent’s insurance subsidiaries reported a statutory net loss of $0.7 million for the three month period ended March 31, 2019, compared to statutory net loss of $0.5 million for the three month period ended March 31, 2018.  Statutory results are impacted by the recognition of all costs of acquiring business.  In periods in which the Company’s first year premiums increase, statutory results are generally lower than results determined under GAAP.  Statutory results for the Company’s property and casualty operations may differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs for financial reporting purposes.  The Company’s life and health operations’ statutory results may differ from GAAP results primarily due to the deferral of acquisition costs for financial reporting purposes, as well as the use of different reserving methods.

Over 90% of the invested assets of the Parent’s insurance subsidiaries are invested in marketable securities that can be converted into cash, if required; however, the use of such assets by the Company is limited by state insurance regulations.  Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries.  At March 31, 2019, American Southern had $41.8 million of statutory surplus and Bankers Fidelity had $30.7 million of statutory surplus. In 2019, dividend payments by the Parent’s insurance subsidiaries in excess of $4.3 million would require prior approval.  Through March 31, 2019, the Parent received dividends of $1.2 million from its subsidiaries.

The Parent provides certain administrative and other services to each of its insurance subsidiaries.  The amounts charged to and paid by the subsidiaries include reimbursements for various shared services and other expenses incurred directly on behalf of the subsidiaries by the Parent.  In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries.  As a result of the Parent’s tax loss, it is anticipated that the tax-sharing agreement will continue to provide the Parent with additional funds from profitable subsidiaries to assist in meeting its cash flow obligations.

The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures.  The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin.  The margin ranges from 4.00% to 4.10%.  At March 31, 2019, the effective interest rate was 6.71%.  The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust’s obligations with respect to the trust preferred securities.  Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on the related trust preferred securities.  As of March 31, 2019, the Company has not made such an election.

The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from potential future financing arrangements.

At March 31, 2019, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding.  All of the shares of Series D Preferred Stock are held by an affiliate of the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option of the board of directors of the Company) and are cumulative.  In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock, subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s option.  The Series D Preferred Stock is not currently convertible.  At March 31, 2019, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.1 million.

Cash and cash equivalents decreased from $12.6 million at December 31, 2018 to $8.6 million at March 31, 2019. The decrease in cash and cash equivalents during the three month period ended March 31, 2019 was primarily attributable to net cash used in operating activities of $6.9 million, partially offset by a $3.0 million increase resulting from investment sales and maturity of securities exceeding purchases of securities.

The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by regulatory authorities, which, if implemented, would have a material adverse effect on the Company’s liquidity, capital resources or operations.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.  The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.  Additionally, controls can be circumvented by the intentional acts of one or more persons.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and may not be detected.  An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, 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) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains and references certain information that constitutes forward-looking statements as that term is defined in the federal securities laws.  Statements, to the extent they are not statements of historical facts, should be considered forward-looking statements, and are subject to various risks and uncertainties.  Such forward-looking statements are made based upon management’s current assessments of various risks and uncertainties, as well as assumptions made in accordance with the “safe harbor” provisions of the federal securities laws.  The Company’s actual results could differ materially from the results anticipated in these forward-looking statements as a result of such risks and uncertainties, including those identified in filings made by the Company from time to time with the Securities and Exchange Commission.  In addition, other risks and uncertainties not known by us, or that we currently determine to not be material, may materially adversely affect our financial condition, results of operations or cash flows. The Company undertakes no obligation to update any forward-looking statement as a result of subsequent developments, changes in underlying assumptions or facts, or otherwise.

PART II.  OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On October 31, 2016, the Board of Directors of the Company approved a plan that allows for the repurchase of up to 750,000 shares of the Company’s common stock (the “Repurchase Plan”) on the open market or in privately negotiated transactions, as determined by an authorized officer of the Company.  Any such repurchases can be made from time to time in accordance with applicable securities laws and other requirements.

Other than pursuant to the Repurchase Plan, no purchases of common stock of the Company were made by or on behalf of the Company during the periods described below.

The table below sets forth information regarding repurchases by the Company of shares of its common stock on a monthly basis during the three month period ended March 31, 2019.

Period
 
Total Number
of Shares
Purchased
   
Average
Price Paid
per Share
   
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs
   
Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Plans or
Programs
 
January 1 – January 31, 2019
   
9,466
   
$
2.73
     
9,466
     
341,873
 
February 1 – February 28, 2019
   
2,920
     
2.78
     
2,920
     
338,953
 
March 1 – March 31, 2019
   
5,479
     
2.81
     
5,479
     
333,474
 
Total
   
17,865
   
$
2.76
     
17,865
         

Item 6.  Exhibits

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS
XBRL Instance Document.
   
101.SCH
XBRL Taxonomy Extension Schema.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase.
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.

SIGNATURES

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.

 
ATLANTIC AMERICAN CORPORATION
 
(Registrant)
   
Date: May 13, 2019
By:
/s/ J. Ross Franklin
   
J. Ross Franklin
   
Vice President and Chief Financial Officer
   
(Principal Financial and Accounting Officer)


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