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 September 30, 2024

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)

Securities registered pursuant to Section 12(b) of the Act:

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

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 every Interactive Data File required to be submitted 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 such files).   Yes  ☑   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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  ☐   Non-accelerated filer  ☑  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  ☑

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding on October 31, 2024 was 20,399,758.
 


ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS

 
2
     
Part I.
Financial Information
 
     
Item 1.
3
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
 
8
     
Item 2.
20
     
Item 4.
26
     
Part II.
Other Information
 
     
Item 2.
27
     
Item 5.
27
     
Item 6.
27
     
 
28

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. Forward-looking statements are all statements other than those of historical fact. 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. Forward-looking statements are inherently subject to various risks and uncertainties and the Company’s actual results could differ materially from the results expressed in or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and other subsequent 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, except as may be required by law.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

   
Unaudited
September 30,
2024
   
December 31,
2023
 
ASSETS
 
Cash and cash equivalents
 
$
23,035
   
$
28,301
 
Investments:
               
Fixed maturities, available-for-sale, at fair value (amortized cost: $237,207 and $238,626; no allowance for credit losses)
   
221,696
     
218,219
 
Equity securities, at fair value (cost: $4,940 and $4,936)
   
7,800
     
9,413
 
Other invested assets (cost: $9,300 and $6,982)
   
8,205
     
6,381
 
Policy loans
   
1,738
     
1,778
 
Real estate
   
38
     
38
 
Investment in unconsolidated trusts
   
1,238
     
1,238
 
Total investments
   
240,715
     
237,067
 
Receivables:
               
Reinsurance (net of allowance for expected credit losses of $53 and $61)
   
21,600
     
21,103
 
Insurance premiums and other (net of allowance for expected credit losses of $215 and $217)
   
30,492
     
23,690
 
Deferred income taxes, net
   
16,079
     
15,682
 
Deferred acquisition costs
   
44,284
     
43,850
 
Other assets
   
8,240
     
9,028
 
Intangibles
   
2,544
     
2,544
 
Total assets
 
$
386,989
   
$
381,265
 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
Insurance reserves and policyholder funds:
               
Future policy benefits
 
$
97,077
   
$
92,495
 
Unearned premiums
   
28,972
     
31,317
 
Losses and claims
   
91,864
     
87,478
 
Other policy liabilities
   
969
     
1,132
 
Total insurance reserves and policyholder funds
   
218,882
     
212,422
 
Accounts payable and accrued expenses
   
24,586
     
24,811
 
Revolving credit facility
    4,024       3,019  
Junior subordinated debenture obligations, net
   
33,738
     
33,738
 
Total liabilities
   
281,230
     
273,990
 
                 
Commitments and contingencies (Notes 3 and 12)            
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: 20,399,758 and 20,402,288
   
22,401
     
22,401
 
Additional paid-in capital
   
57,425
     
57,425
 
Retained earnings
   
45,543
     
50,929
 
Accumulated other comprehensive loss
   
(12,253
)
   
(16,121
)
Unearned stock grant compensation
   
(4
)
   
(13
)
Treasury stock, at cost: 2,001,136 and 1,998,606 shares
   
(7,408
)
   
(7,401
)
Total shareholders’ equity
   
105,759
     
107,275
 
Total liabilities and shareholders’ equity
 
$
386,989
   
$
381,265
 

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

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

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2024
   
2023
    2024     2023  
Revenue:
                       
Insurance premiums, net
 
$
43,782
   
$
43,746
    $ 133,327     $ 135,906  
Net investment income
   
2,477
     
2,325
      7,449       7,425  
Realized investment gains, net
    4             17       70  
Unrealized losses on equity securities, net
   
(1,746
)
   
(1,486
)
    (1,617 )     (3,367 )
Other income
   
2
     
6
      8       14  
Total revenue
   
44,519
     
44,591
      139,184       140,048  
                                 
Benefits and expenses:
                               
Insurance benefits and losses incurred
   
30,760
     
26,818
      94,492       86,643  
Commissions and underwriting expenses
   
11,490
     
11,064
      35,740       36,830  
Interest expense
   
869
     
850
      2,591       2,407  
Other expense
   
3,854
     
3,721
      12,170       11,631  
Total benefits and expenses
   
46,973
     
42,453
      144,993       137,511  
Income (loss) before income taxes
   
(2,454
)
   
2,138
      (5,809 )     2,537  
Income tax expense (benefit)
   
(456
)
   
379
      (1,129 )     480  
Net income (loss)
   
(1,998
)
   
1,759
      (4,680 )     2,057  
Preferred stock dividends
   
(100
)
   
(100
)
    (299 )     (299 )
Net income (loss) applicable to common shareholders
 
$
(2,098
)
 
$
1,659
    $ (4,979 )   $ 1,758  
Earnings (loss) per common share (basic)
  $ (0.10 )   $ 0.08     $ (0.24 )   $ 0.09  
Earnings (loss) per common share (diluted)
  $ (0.10 )   $ 0.08     $ (0.24 )   $ 0.09  

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; Dollars in thousands)

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2024
   
2023
    2024     2023  
Net income (loss)
 
$
(1,998
)
 
$
1,759
    $ (4,680 )   $ 2,057  
Other comprehensive income (loss):
                               
Available-for-sale fixed maturity securities:
                               
Gross unrealized holding gains (losses) arising in the period
   
9,095
     
(7,604
)
    4,913       (6,038 )
Related income tax effect
   
(1,910
)
   
1,596
      (1,032 )     1,267  
Subtotal
   
7,185
     
(6,008
)
    3,881       (4,771 )
Less: reclassification adjustment for net realized gains included in net income (loss)
    (4 )           (17 )     (70 )
Related income tax effect
    1             4       15  
Subtotal
    (3 )           (13 )     (55 )
Total other comprehensive income (loss), net of tax
   
7,182
     
(6,008
)
    3,868       (4,826 )
Total comprehensive income (loss)  
$
5,184
   
$
(4,249
)
  $ (812 )   $ (2,769 )

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

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

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2024
   
2023
    2024     2023  
Preferred stock:
                       
Balance, beginning of period
 
$
55
   
$
55
    $ 55     $ 55  
Balance, end of period
   
55
     
55
      55       55  
Common stock:
                               
Balance, beginning of period
   
22,401
     
22,401
      22,401       22,401  
Balance, end of period
   
22,401
     
22,401
      22,401       22,401  
Additional paid-in capital:
                               
Balance, beginning of period
   
57,425
     
57,425
      57,425       57,425  
Balance, end of period
   
57,425
     
57,425
      57,425       57,425  
Retained earnings:
                               
Balance, beginning of period
   
47,641
     
52,006
      50,929       51,982  
Cumulative effect of adoption of updated accounting guidance for credit losses at January 1, 2023
                      (75 )
Net income (loss)
   
(1,998
)
   
1,759
      (4,680 )     2,057  
Dividends on common stock
   
     
(408
)
    (407 )     (408 )
Dividends accrued on preferred stock
   
(100
)
   
(100
)
    (299 )     (299 )
Balance, end of period
   
45,543
     
53,257
      45,543       53,257  
Accumulated other comprehensive loss:
                               
Balance, beginning of period
   
(19,435
)
   
(20,967
)
    (16,121 )     (22,149 )
Other comprehensive income (loss), net of tax
   
7,182
     
(6,008
)
    3,868       (4,826 )
Balance, end of period
   
(12,253
)
   
(26,975
)
    (12,253 )     (26,975 )
Unearned stock grant compensation:
                               
Balance, beginning of period
   
(7
)
   
(33
)
    (13 )     (132 )
Amortization of unearned compensation
   
3
     
17
      9       116  
Balance, end of period
   
(4
)
   
(16
)
    (4 )     (16 )
Treasury stock:
                               
Balance, beginning of period
   
(7,408
)
   
(7,401
)
    (7,401 )     (7,389 )
Net shares acquired related to employee share-based compensation plans
                (7 )     (12 )
Balance, end of period
   
(7,408
)
   
(7,401
)
    (7,408 )     (7,401 )
                                 
Total shareholders’ equity
 
$
105,759
   
$
98,746
    $ 105,759     $ 98,746  
Dividends declared on common stock per share
 
$
   
$
0.02
    $ 0.02     $ 0.02  
                                 
Common shares outstanding:
                               
Balance, beginning of period
    20,399,758       20,402,288       20,402,288       20,407,229  
Net shares acquired under employee share-based compensation plans                 (2,530 )     (4,941 )
Balance, end of period     20,399,758       20,402,288       20,399,758       20,402,288  

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

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

   
Nine Months Ended
September 30,
 
   
2024
   
2023
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net (loss) income
 
$
(4,680
)
 
$
2,057
 
Adjustments to reconcile net (loss) income to net cash used in operating activities:
               
(Additions to) amortization of acquisition costs, net
   
(434
)
   
355
 
Realized investment gains, net
    (17 )     (70 )
Unrealized investment losses, net
    1,617       3,367  
Losses from equity method investees
    494       343  
Compensation expense related to share awards
   
9
     
116
 
(Benefit) provision for credit losses
    (10 )     3  
Depreciation and amortization
   
297
     
521
 
Deferred income tax benefit
   
(1,425
)
   
(1,711
)
Increase in receivables, net
    (7,289 )    
(5,230
)
Increase (decrease) in insurance reserves and policyholder funds
   
6,460
     
(663
)
Decrease in accounts payable and accrued expenses
   
(524
)
   
(2,644
)
Other, net
   
689
     
13
 
Net cash used in operating activities
   
(4,813
)
   
(3,543
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from investments sold
   
40
     
5,038
 
Proceeds from investments matured, called or redeemed
   
9,963
     
8,000
 
Investments purchased
   
(10,916
)
   
(14,942
)
Additions to property and equipment
   
(126
)
   
(75
)
Net cash used in investing activities
   
(1,039
)
   
(1,979
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Payment of dividends on common stock
    (407 )     (408 )
Treasury stock acquired — net employee share-based compensation
    (7 )     (12 )
Proceeds from revolving credit facility, net
    1,000       1,000  
Net cash provided by financing activities
   
586
     
580
 
                 
Net decrease in cash and cash equivalents
   
(5,266
)
   
(4,942
)
Cash and cash equivalents at beginning of period
   
28,301
     
28,863
 
Cash and cash equivalents at end of period
 
$
23,035
   
$
23,921
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for interest
 
$
2,600
   
$
2,370
 
Cash paid for income taxes
  $ 580     $ 2,026  

The accompanying notes are an integral part of these condensed 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 and Significant Accounting Policies


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, Bankers Fidelity Assurance Company and Atlantic Capital Life 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, 2023 (the “2023 Annual Report”). For more information regarding Significant Accounting Policies, see the “Summary of Significant Accounting Policies” section of Note 1 of Notes to Consolidated Financial Statements in the 2023 Annual Report. The Company’s financial condition and operating results as of and for the three month and nine month periods ended September 30, 2024 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, 2024 or for any other future period.



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.  To the extent that the Company changes its accounting for, or presentation of, items in the financial statements, the presentation of such amounts in prior periods is changed to conform to the current period presentation, if appropriate, and disclosed, if material.

Note 2.
Recently Issued Accounting Standards


Future Adoption of New Accounting Standards



For more 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 2023 Annual Report.

Note 3.
Investments
   

The following tables set forth the estimated fair value, gross unrealized gains, gross unrealized losses, allowance for credit losses (“ACL”) and cost or amortized cost of the Company’s investments in fixed maturities and equity securities, aggregated by type and industry, as of September 30, 2024 and December 31, 2023.
  

Fixed maturities were comprised of the following:
 
   
September 30, 2024
 
   
Estimated
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Allowance for
Credit Losses
   
Cost or
Amortized
Cost
 
Fixed maturities:
                             
Bonds:
                             
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
47,712
   
$
114
   
$
3,802
    $    
$
51,400
 
Obligations of states and political subdivisions
    7,998
      31
      1,166
            9,133
 
Corporate securities:
                                       
Utilities and telecom
    23,997
      343
      2,310
            25,964
 
Financial services
    60,596
      811
      3,323
            63,108
 
Other business – diversified
    35,873
      434
      2,450
            37,889
 
Other consumer – diversified
    45,300
      155
      4,375
            49,520
 
Total corporate securities
    165,766
      1,743
      12,458
            176,481
 
Redeemable preferred stocks:
                                       
Other consumer – diversified
    220
      27
     
            193
 
Total redeemable preferred stocks
    220
      27
     
            193
 
Total fixed maturities
  $ 221,696     $ 1,915     $ 17,426     $     $ 237,207  

   
December 31, 2023
 
   
Estimated
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Allowance for
Credit Losses
   
Cost or
Amortized
Cost
 
Fixed maturities:
                             
Bonds:
                             
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
50,059
   
$
63
   
$
4,944
   
$
    $ 54,940  
Obligations of states and political subdivisions
    8,106       15
      1,424
            9,515  
Corporate securities:
                                       
Utilities and telecom
    21,309       143       2,582             23,748  
Financial services
    59,584       560       4,931             63,955  
Other business – diversified
    34,386       403       2,940             36,923  
Other consumer – diversified
    44,570       87       4,870             49,353  
Total corporate securities
    159,849       1,193       15,323             173,979  
Redeemable preferred stocks:
                                       
Other consumer – diversified
    205       13                   192  
Total redeemable preferred stocks
    205       13                   192  
Total fixed maturities
  $ 218,219     $ 1,284     $ 21,691     $     $ 238,626  
  

Bonds having an amortized cost of $14,720 and $14,647 and included in the tables above were on deposit with insurance regulatory authorities as of September 30, 2024 and December 31, 2023, respectively, in accordance with statutory requirements. In addition, the Company maintains cash and cash equivalents on deposit with insurance regulatory authorities of $226 as of September 30, 2024 and December 31, 2023. Additionally, bonds having an amortized cost of $9,282 and $9,584 and included in the tables above were pledged as collateral to the Federal Home Loan Bank of Atlanta (“FHLB”) at September 30, 2024 and December 31, 2023, respectively.



Equity securities were comprised of the following:
   
 
September 30, 2024
 
 
Estimated
Fair Value
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Cost
 
Equity securities:
               
Common and non-redeemable preferred stocks:
               
Financial services
  $ 1,105     $ 798     $     $ 307  
Communications
    6,695
      2,062
     
      4,633
 
Total equity securities
  $ 7,800     $ 2,860     $     $ 4,940  

 
December 31, 2023
 
 
Estimated
Fair Value
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Cost
 
Equity securities:
               
Common and non-redeemable preferred stocks:
               
Financial services
  $ 924     $ 621     $     $ 303  
Communications
    8,489
      3,856
     
      4,633
 
Total equity securities
  $ 9,413     $ 4,477     $     $ 4,936  
    

The carrying value and amortized cost of the Company’s investments in fixed maturities at September 30, 2024 and December 31, 2023 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.
  
   
September 30, 2024
   
December 31, 2023
 
   
Carrying
Value
   
Amortized
Cost
   
Carrying
Value
   
Amortized
Cost
 
Due in one year or less
  $ 8,345     $ 8,377     $ 1,715     $ 1,750  
Due after one year through five years
    60,863
      61,888
      60,423
      62,423
 
Due after five years through ten years
    31,179
      32,624
      33,596
      36,752
 
Due after ten years
    89,027
      98,917
      86,857
      97,984
 
Asset backed securities
    32,282
      35,401
      35,628
      39,717
 
Totals
  $ 221,696     $ 237,207     $ 218,219     $ 238,626  
   

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 September 30, 2024 and December 31, 2023.
 
 
September 30, 2024
 
 
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
  $ 250     $     $ 34,170     $ 3,802     $ 34,420     $ 3,802  
Obligations of states and political subdivisions
                6,190       1,166       6,190       1,166  
Corporate securities
    870
      128
      132,367
      12,330
      133,237
      12,458
 
Total temporarily impaired securities
  $ 1,120     $ 128     $ 172,727     $ 17,298     $ 173,847     $ 17,426  
  
 
December 31, 2023
 
 
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
  $ 5,194     $ 37     $ 39,476     $ 4,907     $ 44,670     $ 4,944  
Obligations of states and political subdivisions     1,145
      3
      5,936
      1,421
      7,081
      1,424
 
Corporate securities
    539
      13
      138,283
      15,310
      138,822
      15,323
 
Total temporarily impaired securities
  $ 6,878     $ 53     $ 183,695     $ 21,638     $ 190,573     $ 21,691  


Analysis of Securities in Unrealized Loss Positions
 

As of September 30, 2024 and December 31, 2023, there were 183 and 222 securities, respectively, in an unrealized loss position which primarily included certain of the Company’s investments in fixed maturities within the utilities and telecom, financial services, other diversified business and other diversified consumer sectors. The unrealized losses on the Company’s fixed maturity securities investments have been primarily related to general market changes in interest rates and/or the levels of credit spreads rather than specific concerns with the issuer’s ability to pay interest and repay principal.



For any of its fixed maturity securities with significant declines in fair value, the Company performs detailed analyses to identify whether the drivers of the declines are due to general market drivers, such as the recent increases in interest rates, or due to credit-related factors. Identifying the drivers of the declines in fair value helps to align and allocate the Company’s resources to securities with real credit-related concerns that could impact the ultimate collection of principal and interest. For any significant declines in fair value determined to be non-interest rate or market related, the Company performs a more focused review of the related issuers’ specific credit profile.



For corporate issuers, the Company evaluates their assets, business profile including industry dynamics and competitive positioning, financial statements and other available financial data. For non-corporate issuers, the Company analyzes all reasonably available sources of credit support, including issuer-specific factors. The Company utilizes information available in the public domain and, for certain private placement issuers, from consultations with the issuers directly. The Company also considers ratings from Nationally Recognized Statistical Rating Organizations, as well as the specific characteristics of the security it owns including seniority in the issuer’s capital structure, covenant protections, or other relevant features. From these reviews, the Company evaluates the issuers’ continued ability to service the Company’s investment through payment of interest and principal.



Assuming no credit-related factors develop, unrealized gains and losses on fixed maturity securities are expected to diminish as investments near maturity. Based on its credit analysis, the Company believes that the issuers of its fixed maturity investments in the sectors shown in the table above have the ability to service their obligations to the Company. In addition, the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.



However, from time to time the Company identifies certain available-for-sale fixed maturity securities where the amortized cost basis exceeds the present value of the cash flows expected to be collected due to credit related factors and as a result, a credit allowance will be estimated.  The Company had no ACL on its available-for-sale fixed maturities as of September 30, 2024 or December 31, 2023.



The following tables summarize realized investment gains for the three month and nine month periods ended September 30, 2024 and 2023.


 
Three Months Ended
September 30, 2024
 
 
Fixed
Maturities
 
Equity
Securities
 
Other
Invested Assets
 
Total
 
Gains
 
$
4
   
$
   
$
   
$
4
 
Losses
   
   
     
     
Realized investment gains, net
 
$
4
   
$
   
$
   
$
4
 

 
Three Months Ended
September 30, 2023
 
 
Fixed
Maturities
 
Equity
Securities
 
Other
Invested Assets
 
Total
 
Gains
 
$
   
$
   
$
   
$
 
Losses
   
     
     
     
 
Realized investment gains, net
 
$
   
$
   
$
   
$
 


 
Nine Months Ended
September 30, 2024
 
 
Fixed
Maturities
 
Equity
Securities
 
Other
Invested Assets
 
Total
 
Gains
 
$
19
   
$
   
$
   
$
19
 
Losses
   
(2
)
   
     
     
(2
)
Realized investment gains, net
 
$
17
   
$
   
$
   
$
17
 


 
Nine Months Ended
September 30, 2023
 
 
Fixed
Maturities
 
Equity
Securities
 
Other
Invested Assets
 
Total
 
Gains
 
$
70
   
$
   
$
   
$
70
 
Losses
   
     
     
     
 
Realized investment gains, net
 
$
70
   
$
   
$
   
$
70
 



The following table presents the change in unrealized losses related to equity securities still held for the three month and nine month periods ended September 30, 2024 and 2023.

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
    2024     2023
    2024
    2023  
Net realized and unrealized losses recognized during the period on equity securities
 
$
(1,746
)
 
$
(1,486
)
  $ (1,617 )   $ (3,367 )
Less: Net realized gains recognized during the period on equity securities sold during the period
   
     
             
Unrealized losses recognized during the reporting period on equity securities, net
 
$
(1,746
)
 
$
(1,486
)
  $ (1,617 )   $ (3,367 )
  

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 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 $8,205 and $6,381 as of September 30, 2024 and December 31, 2023, respectively. The Company’s VIE interests, carried as a part of investment in unconsolidated trusts, totaled $1,238 as of September 30, 2024 and December 31, 2023.


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’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 $9,443 and $7,619, as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company had outstanding commitments totaling $2,200, and $4,518, 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. The reduction in the Company’s outstanding commitments was a result of an additional investment of $2,318 in the partnership.

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 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 most of its fixed maturities, which consist of U.S. Treasury securities, 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 models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates and loss severities) or can be corroborated by observable market data.

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. With little or no observable market, the determination of fair values uses considerable judgment and represents the Company’s best estimate of an amount that could be realized in a market exchange for the asset or liability. The Company’s financial instruments valued using Level 3 criteria consist of one equity security.  As of September 30, 2024 and December 31, 2023, the value of the equity security valued using Level 3 criteria was $189 and $185, respectively.


As of September 30, 2024, 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
 
$
   
$
221,696
   
$
   
$
221,696
 
Equity securities
   
7,611
     
     
189
     
7,800
 
Cash equivalents
   
13,329
     
     
     
13,329
 
Total
 
$
20,940
   
$
221,696
   
$
189
   
$
242,825
 


As of December 31, 2023, 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
 
$
   
$
218,219
   
$
   
$
218,219
 
Equity securities
   
9,228