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 June 30, 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)

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 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, 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  ☑

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding on July 26, 2019 was 20,160,859.

ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS

Part I.
Financial Information
     
Item 1.
2
     
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
Item 2.
22
     
Item 4.
29
     
Part II.
Other Information
  
     
Item 2.
30
     
Item 6.
30
     
 
31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

ASSETS

   
Unaudited
June 30,
2019
    
December 31,
2018
  
Cash and cash equivalents
  
$
11,450
    
$
12,630
  
Investments:
                
Fixed maturities, available-for-sale, at fair value (amortized cost: $217,291 and $219,924)
    
223,275
      
210,386
  
Equity securities, at fair value (cost: $9,060 and $10,515)
    
20,455
      
20,758
  
Other invested assets (cost: $7,005 and $6,905)
    
7,380
      
7,424
  
Policy loans
    
2,007
      
2,085
  
Real estate
    
38
      
38
  
Investment in unconsolidated trusts
    
1,238
      
1,238
  
Total investments
    
254,393
      
241,929
  
Receivables:
                
Reinsurance
    
30,253
      
26,110
  
Insurance premiums and other (net of allowance for doubtful accounts: $187 and $207)
    
23,891
      
15,223
  
Deferred income taxes, net
    
1,537
      
4,184
  
Deferred acquisition costs
    
38,144
      
37,094
  
Other assets
    
9,518
      
4,560
  
Intangibles
    
2,544
      
2,544
  
Total assets
  
$
371,730
    
$
344,274
  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
Insurance reserves and policyholder funds:
                
Future policy benefits
  
$
92,108
    
$
90,257
  
Unearned premiums
    
33,947
      
24,206
  
Losses and claims
    
75,155
      
72,612
  
Other policy liabilities
    
1,331
      
1,973
  
Total insurance reserves and policyholder funds
    
202,541
      
189,048
  
Other liabilities
    
22,681
      
20,116
  
Junior subordinated debenture obligations, net
    
33,738
      
33,738
  
Total liabilities
    
258,960
      
242,902
  
                 
Commitments and contingencies (Note 10)
                
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: 20,160,859 and 20,170,360
    
22,401
      
22,401
  
Additional paid-in capital
    
57,444
      
57,414
  
Retained earnings
    
36,342
      
37,208
  
Accumulated other comprehensive income (loss)
    
4,727
      
(7,535
)
Unearned stock grant compensation
    
(150
)
    
(186
)
Treasury stock, at cost: 2,240,035 and 2,230,534 shares
    
(8,049
)
    
(7,985
)
Total shareholders’ equity
    
112,770
      
101,372
  
Total liabilities and shareholders’ equity
  
$
371,730
    
$
344,274
  
 
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
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
Revenue:
                        
Insurance premiums, net
  
$
45,469
    
$
42,845
    
$
90,251
    
$
85,047
  
Net investment income
    
2,313
      
2,537
      
4,647
      
4,896
  
Realized investment gains (losses), net
    
610
      
(57
)
    
1,995
      
313
  
Unrealized gains (losses) on equity securities, net
    
(5,337
)
    
4,089
      
1,152
      
(330
)
Other income
    
72
      
29
      
100
      
57
  
Total revenue
    
43,127
      
49,443
      
98,145
      
89,983
  
                                 
Benefits and expenses:
                                
Insurance benefits and losses incurred
    
34,151
      
32,219
      
69,458
      
65,391
  
Commissions and underwriting expenses
    
11,509
      
9,715
      
22,524
      
19,734
  
Interest expense
    
545
      
506
      
1,091
      
968
  
Other expense
    
2,511
      
2,970
      
5,376
      
6,208
  
Total benefits and expenses
    
48,716
      
45,410
      
98,449
      
92,301
  
Income (loss) before income taxes
    
(5,589
)
    
4,033
      
(304
)
    
(2,318
)
Income tax expense (benefit)
    
(1,163
)
    
848
      
(40
)
    
(479
)
Net income (loss)
    
(4,426
)
    
3,185
      
(264
)
    
(1,839
)
Preferred stock dividends
    
(100
)
    
(100
)
    
(199
)
    
(199
)
Net income (loss) applicable to common shareholders
  
$
(4,526
)
  
$
3,085
    
$
(463
)
  
$
(2,038
)
Earnings (loss) per common share (basic)
  
$
(.22
)
  
$
.15
    
$
(.02
)
  
$
(.10
)
Earnings (loss) per common share (diluted)
  
$
(.22
)
  
$
.15
    
$
(.02
)
  
$
(.10
)

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
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
Net income (loss)
  
$
(4,426
)
  
$
3,185
    
$
(264
)
  
$
(1,839
)
Other comprehensive income (loss):
                                
Available-for-sale fixed maturity securities:
                                
Gross unrealized holding gain (loss) arising in the period
    
7,964
      
(3,616
)
    
16,404
      
(10,390
)
Related income tax effect
    
(1,673
)
    
760
      
(3,445
)
    
2,182
  
Subtotal
    
6,291
      
(2,856
)
    
12,959
      
(8,208
)
Less: reclassification adjustment for net realized (gains) losses included in net income (loss)
    
(610
)
    
57
      
(882
)
    
(313
)
Related income tax effect
    
128
      
(12
)
    
185
      
66
  
Subtotal
    
(482
)
    
45
      
(697
)
    
(247
)
Total other comprehensive income (loss), net of tax
    
5,809
      
(2,811
)
    
12,262
      
(8,455
)
Total comprehensive income (loss)
  
$
1,383
    
$
374
    
$
11,998
    
$
(10,294
)

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)

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
Preferred stock:
                        
Balance, beginning of period
  
$
55
    
$
55
    
$
55
    
$
55
  
Repurchases of preferred stock
    
-
      
-
      
-
      
-
  
Net issuance of preferred stock
    
-
      
-
      
-
      
-
  
Balance, end of period
    
55
      
55
      
55
      
55
  
Common stock:
                                
Balance, beginning of period
    
22,401
      
22,401
      
22,401
      
22,401
  
Repurchases of common stock
    
-
      
-
      
-
      
-
  
Net issuance of common stock
    
-
      
-
      
-
      
-
  
Balance, end of period
    
22,401
      
22,401
      
22,401
      
22,401
  
Additional paid-in capital:
                                
Balance, beginning of period
    
57,417
      
57,431
      
57,414
      
57,495
  
Restricted stock grants, net of forfeitures
    
24
      
(20
)
    
24
      
(88
)
Issuance of shares under stock plans
    
3
      
5
      
6
      
9
  
Balance, end of period
    
57,444
      
57,416
      
57,444
      
57,416
  
Retained earnings:
                                
Balance, beginning of period
    
40,868
      
33,188
      
37,208
      
30,993
  
Cumulative effect of adoption of  updated accounting guidance for  equity financial instruments at January 1, 2018
    
-
      
-
      
-
      
9,825
  
Reclassification of certain tax effects  from accumulated other  comprehensive income at  January 1, 2018
    
-
      
-
      
-
      
(2,100
)
Net income (loss)
    
(4,426
)
    
3,185
      
(264
)
    
(1,839
)
Dividends on common stock
    
-
      
-
      
(403
)
    
(407
)
Dividends accrued on preferred stock
    
(100
)
    
(100
)
    
(199
)
    
(199
)
Balance, end of period
    
36,342
      
36,273
      
36,342
      
36,273
  
Accumulated other comprehensive income (loss):
                                
Balance, beginning of period
    
(1,082
)
    
(3,618
)
    
(7,535
)
    
9,751
  
Cumulative effect of adoption of  updated accounting guidance for  equity financial instruments at January 1, 2018
    
-
      
-
      
-
      
(9,825
)
Reclassification of certain tax effects  from accumulated other  comprehensive income at  January 1, 2018
    
-
      
-
      
-
      
2,100
  
Other comprehensive income (loss), net of tax
    
5,809
      
(2,811
)
    
12,262
      
(8,455
)
Balance, end of period
    
4,727
      
(6,429
)
    
4,727
      
(6,429
)
Unearned Stock Grant Compensation:
                                
Balance, beginning of period
    
(128
)
    
(387
)
    
(186
)
    
(579
)
Restricted stock grants, net of forfeitures
    
(71
)
    
20
      
(71
)
    
135
  
Amortization of unearned compensation
    
49
      
45
      
107
      
122
  
Balance, end of period
    
(150
)
    
(322
)
    
(150
)
    
(322
)
Treasury Stock:
                                
Balance, beginning of period
    
(8,044
)
    
(7,346
)
    
(7,985
)
    
(7,133
)
Restricted stock grants, net of forfeitures
    
47
      
-
      
47
      
(47
)
Purchase of shares for treasury
    
(22
)
    
(281
)
    
(71
)
    
(360
)
Net shares acquired related to employee share-based compensation plans
    
(35
)
    
(107
)
    
(49
)
    
(197
)
Issuance of shares under stock plans
    
5
      
7
      
9
      
10
  
Balance, end of period
    
(8,049
)
    
(7,727
)
    
(8,049
)
    
(7,727
)
                                 
Total shareholders’ equity
  
$
112,770
    
$
101,667
    
$
112,770
    
$
101,667
  
Dividends declared on common stock per share
  
$
-
    
$
-
    
$
(.02
)
  
$
(.02
)

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

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

   
Six Months Ended
June 30,
  
   
2019
    
2018
  
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net loss
  
$
(264
)
  
$
(1,839
)
Adjustments to reconcile loss to net cash used in operating activities:
                
Acquisition costs deferred, net
    
(1,050
)
    
(1,499
)
Realized investment gains, net
    
(1,995
)
    
(313
)
Unrealized (gains) losses on equity securities, net
    
(1,152
)
    
330
  
Distributions received from equity method investees
    
106
      
202
  
Compensation expense related to share awards
    
107
      
122
  
Depreciation and amortization
    
337
      
532
  
Deferred income tax benefit
    
(612
)
    
(1,218
)
Increase in receivables, net
    
(13,393
)
    
(12,691
)
Increase in insurance reserves and policyholder funds
    
13,493
      
17,837
  
Increase (decrease) in other liabilities
    
2,366
      
(7,712
)
Other, net
    
(5,162
)
    
(147
)
Net cash used in operating activities
    
(7,219
)
    
(6,396
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                
Proceeds from investments sold
    
70,171
      
25,849
  
Proceeds from investments matured, called or redeemed
    
3,628
      
3,985
  
Investments purchased
    
(67,220
)
    
(39,329
)
Additions to property and equipment
    
(32
)
    
(224
)
Net cash provided by (used in) investing activities
    
6,547
      
(9,719
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Payment of dividends on common stock
    
(403
)
    
(407
)
Proceeds from shares issued under stock plans
    
15
      
19
  
Treasury stock acquired — share repurchase authorization
    
(71
)
    
(360
)
Treasury stock acquired — net employee share-based compensation
    
(49
)
    
(197
)
Net cash used in financing activities
    
(508
)
    
(945
)
                 
Net decrease in cash and cash equivalents
    
(1,180
)
    
(17,060
)
Cash and cash equivalents at beginning of period
    
12,630
      
24,547
  
                 
Cash and cash equivalents at end of period
  
$
11,450
    
$
7,487
  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
                
Cash paid for interest
  
$
1,100
    
$
941
  
Cash paid for income taxes
  
$
850
    
$
1,412
  

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

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 and six month periods ended June 30, 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”) No. 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 ROU 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 six months ended June 30, 2019 and 2018, approximately $100 and $57, respectively, or approximately 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 June 30, 2019 and December 31, 2018.

Fixed maturities were comprised of the following:

   
June 30, 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
  
$
27,929
    
$
560
    
$
329
    
$
27,698
  
Obligations of states and political subdivisions
    
4,999
      
420
      
-
      
4,579
  
Corporate securities:
                                
Utilities and telecom
    
17,482
      
1,654
      
-
      
15,828
  
Financial services
    
61,103
      
2,506
      
474
      
59,071
  
Other business – diversified
    
43,516
      
1,667
      
658
      
42,507
  
Other consumer – diversified
    
68,054
      
1,889
      
1,251
      
67,416
  
Total corporate securities
    
190,155
      
7,716
      
2,383
      
184,822
  
Redeemable preferred stocks:
                                
Other consumer – diversified
    
192
      
—
      
—
      
192
  
Total redeemable preferred stocks
    
192
      
—
      
—
      
192
  
Total fixed maturities
  
$
223,275
    
$
8,696
    
$
2,712
    
$
217,291
  

   
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 $10,444 and $10,452 and included in the tables above were on deposit with insurance regulatory authorities as of June 30, 2019 and December 31, 2018, respectively, in accordance with statutory requirements.

Equity securities were comprised of the following:

   
June 30, 2019
  
   
Estimated
Fair Value
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
Cost or
Amortized
Cost
  
Equity securities:
                        
Common and non-redeemable preferred stocks:
                        
Financial services
  
$
4,799
    
$
419
    
$
—
    
$
4,380
  
Other business – diversified
    
318
      
271
      
—
      
47
  
Other consumer – diversified
    
15,338
      
10,705
      
—
      
4,633
  
Total equity securities
  
$
20,455
    
$
11,395
    
$
—
    
$
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 June 30, 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.

   
June 30, 2019
    
December 31, 2018
  
   
Carrying
Value
    
Amortized
Cost
    
Carrying
Value
    
Amortized
Cost
  
Due in one year or less
  
$
-
    
$
-
    
$
3,150
    
$
3,150
  
Due after one year through five years
    
16,262
      
16,345
      
19,787
      
19,699
  
Due after five years through ten years
    
93,243
      
91,052
      
127,617
      
133,863
  
Due after ten years
    
97,444
      
93,488
      
43,823
      
46,338
  
Asset backed securities
    
16,326
      
16,406
      
16,009
      
16,874
  
Totals
  
$
223,275
    
$
217,291
    
$
210,386
    
$
219,924
  

The following tables present the Company’s unrealized losses for securities by type and length of time the security was in a continuous unrealized loss position as of June 30, 2019 and December 31, 2018.

 
June 30, 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
  
$
—
    
$
—
    
$
10,865
    
$
329
    
$
10,865
    
$
329
  
Corporate securities
    
2,051
      
5
      
32,070
      
2,378
      
34,121
      
2,383
  
Total temporarily impaired securities
  
$
2,051
    
$
5
    
$
42,935
    
$
2,707
    
$
44,986
    
$
2,712
  

 
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 (“OTTI”) 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 OTTI charges recorded during the three month and six month periods ended June 30, 2019 and 2018.

As of June 30, 2019 and December 31, 2018, there were thirty-three 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 six month period ended June 30, 2019 was primarily attributable to the appreciation of fixed maturity market prices due to the current interest rate environment. 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 June 30, 2019.

The following table is a summary of realized investment gains (losses) for the three month and six month periods ended June 30, 2019 and 2018.

 
Three Months Ended
June 30, 2019
  
 
Fixed
Maturities
  
Equity
Securities
  
Other
Invested
Assets
  
Total
  
Gains
  
$
610
    
$
—
    
$
—
    
$
610
  
Losses
    
—
      
—
      
—
      
—
  
Realized investment gains (losses), net
  
$
610
    
$
—
    
$
—
    
$
610
  

 
Three Months Ended
June 30, 2018
  
 
Fixed
Maturities
  
Equity
Securities
  
Other
Invested
Assets
  
Total
  
Gains
  
$
247
    
$
—
    
$
—
    
$
247
  
Losses
    
(304
)
    
—
      
—
      
(304
)
Realized investment gains (losses), net
  
$
(57
)
  
$
—
    
$
—
    
$
(57
)

 
Six Months Ended
June 30, 2019
  
 
Fixed
Maturities
  
Equity
Securities
  
Other
Invested
Assets
  
Total
  
Gains
  
$
882
    
$
1,113
    
$
—
    
$
1,995
  
Losses
    
—
      
—
      
—
      
—
  
Realized investment gains (losses), net
  
$
882
    
$
1,113
    
$
—
    
$
1,995
  

 
Six Months Ended
June 30, 2018
  
 
Fixed
Maturities
  
Equity
Securities
  
Other
Invested
Assets
  
Total
  
Gains
  
$
617
    
$
—
    
$
—
    
$
617
  
Losses
    
(304
)
    
—
      
—
      
(304
)
Realized investment gains (losses), net
  
$
313
    
$
—
    
$
—
    
$
313
  

The following table presents the portion of unrealized gains (losses) related to equity securities still held for the three month and six month periods ended June 30, 2019 and 2018.

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
Net gains (losses) recognized during the period on equity securities
  
$
(5,337
)
  
$
4,089
    
$
2,265
    
$
(330
)
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
  
$
(5,337
)
  
$
4,089
    
$
1,152
    
$
(330
)

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 $7,380 and $7,424 as of June 30, 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 June 30, 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 $8,618 and $8,662, as of June 30, 2019 and December 31, 2018, respectively. As of June 30, 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 such VIEs 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 June 30, 2019 and December 31, 2018, the value of the Company’s fixed maturities valued using Level 3 criteria was $1,174 and $1,066, respectively. The use of different criteria or assumptions regarding data may have yielded materially different valuations.

As of June 30, 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
  
$
11,603
  
$
210,498
    
$
1,174
(1)  
  
$
223,275
  
Equity securities
    
15,855
    
4,600
(1)  
    
—
      
20,455
  
Cash equivalents
    
6,925
    
—
      
—
      
6,925
  
Total
  
$
34,383
  
$
215,098
    
$
1,174
    
$
250,655
  


(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
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(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 and six month periods ended June 30, 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
  
Total unrealized gains included in other comprehensive income
    
59
  
Balance, June 30, 2019
  
$
1,174
  

   
Fixed
Maturities
  
Balance, December 31, 2017
  
$
1,369
  
Total unrealized losses included in other comprehensive loss
    
(30
)
Balance, March 31, 2018
    
1,339
  
Total unrealized gains included in other comprehensive loss
    
7
  
Balance, June 30, 2018
  
$
1,346
  

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 June 30, 2019 and December 31, 2018.

           
June 30, 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
    
$
11,450
    
$
11,450
    
$
12,630
    
$
12,630
  
Fixed maturities
   (1
)
    
223,275
      
223,275
      
210,386
      
210,386
  
Equity securities
   (1
)
    
20,455
      
20,455
      
20,758
      
20,758
  
Other invested assets
  
Level 3
      
7,380
      
7,380
      
7,424
      
7,424
  
Policy loans
  
Level 2
      
2,007
      
2,007
      
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 is as follows:

   
Six Months Ended
June 30,
  
   
2019
    
2018
  
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
  
$
72,612
    
$
65,689
  
Less: Reinsurance recoverable on unpaid losses
    
(14,354
)
    
(11,968
)
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
    
58,258
      
53,721
  
                 
Incurred related to:
                
Current accident year
    
68,157
      
63,230
  
Prior accident year development
    
103
      
(163
)
Total incurred
    
68,260
      
63,067
  
                 
Paid related to:
                
Current accident year
    
38,875
      
36,508
  
Prior accident years
    
28,576
      
22,872
  
Total paid
    
67,451
      
59,380
  
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
    
59,067
      
57,408
  
Plus: Reinsurance recoverable on unpaid losses
    
16,088
      
14,667
  
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
  
$
75,155
    
$
72,075
  

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

   
Six Months Ended
June 30,
  
   
2019
    
2018
  
Total incurred losses
  
$
68,260
    
$
63,067
  
Cash surrender value and matured endowments
    
588
      
707
  
Benefit reserve changes
    
610
      
1,617
  
Total insurance benefits and losses incurred
  
$
69,458
    
$
65,391
  

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 June 30, 2019 was as follows:

   
Atlantic American
Statutory Trust I
    
Atlantic American
Statutory Trust II
  
JUNIOR SUBORDINATED DEBENTURES (1) (2)
            
Principal amount owed June 30, 2019
  
$
18,042
    
$
23,196
  
Less: Treasury debt (3)
    
—
      
(7,500
)
Net balance June 30, 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
June 30, 2019
  
   
Loss
    
Weighted
Average
Shares
(In thousands)
  
Per Share
Amount
  
Basic and Diluted Loss Per Common Share:
            
 
Net loss
  
$
(4,426
)
    
20,146
         
Less preferred stock dividends
    
(100
)
    
—
         
Net loss applicable to common shareholders
  
$
(4,526
)
    
20,146
$
 (.22
)

   
Three Months Ended
June 30, 2018
  
   
Income
    
Weighted
Average
Shares
(In thousands)
    
Per Share
Amount
  
Basic Earnings Per Common Share:
                  
Net income
  
$
3,185
      
20,286
  

 
Less preferred stock dividends
    
(100
)
          
 
Net income applicable to common shareholders
    
3,085
      
20,286
    
$
.15
  
Diluted Earnings Per Common Share:
                        
Effect of Series D preferred stock
    
100
      
1,378
          
Net income applicable to common shareholders
  
$
3,185
      
21,664
    
$
.15
  

   
Six Months Ended
June 30, 2019
  
   
Loss
    
Weighted
Average
Shares
(In thousands)
  
Per Share
Amount
  
Basic and Diluted Loss Per Common Share:
            
 
Net loss
  
$
(264
)
    
20,152
     
 
Less preferred stock dividends
    
(199
)
    
—
     
 
Net loss applicable to common shareholders
  
$
(463
)
    
20,152
$
 (.02
)

   
Six Months Ended
June 30, 2018
  
   
Loss
    
Weighted
Average
Shares
(In thousands)
  
Per Share
Amount
  
Basic and Diluted Loss Per Common Share:
            
 
Net loss
  
$
(1,839
)
    
20,352
         
Less preferred stock dividends
    
(199
)
    
—
         
Net loss applicable to common shareholders
  
$
(2,038
)
    
20,352
$
 (.10
)

The assumed conversion of the Company’s Series D preferred stock was excluded from the earnings (loss) per common share calculation for all periods presented, except for the three month period ended June 30, 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
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
Federal income tax provision at statutory rate of 21%
  
$
(1,174
)
  
$
847
    
$
(64
)
  
$
(487
)
Dividends-received deduction
    
(5
)
    
(10
)
    
(14
)
    
(20
)
Other permanent differences
    
16
      
11
      
38
      
28
  
Income tax expense (benefit)
  
$
(1,163
)
  
$
848
    
$
(40
)
  
$
(479
)
 
The components of income tax benefit were:
 
   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
Current - Federal
  
$
572
    
$
703
    
$
572
    
$
739
  
Deferred - Federal
    
(1,735
)
    
145
      
(612
)
    
(1,218
)
Total
  
$
(1,163
)
  
$
848
    
$
(40
)
  
$
(479
)


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 six months ended June 30, 2019 was $507. 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:

   
Six Months
Ended
June 30,
  
   
2019
  
Other information on operating leases:
      
Cash payments included in the measurement of lease liabilities reported in operating cash flows
  
$
450
  
Right-of-use assets included in other assets on the condensed consolidated balance sheet
    
5,785
  
Weighted average discount rate
    
6.8
%
Weighted average remaining lease term in years
  
7.4 years
  

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

   
Lease Liability
  
Remainder of 2019
  
$
365
  
2020
    
978
  
2021
    
1,015
  
2022
    
1,031
  
2023
    
1,048
  
Thereafter
    
3,091
  
Total undiscounted lease payments
    
7,528
  
Less: present value adjustment
    
1,685
  
Operating lease liability included in other liabilities on the condensed consolidated balance sheet
  
$
5,843
  

As of June 30, 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
  
June 30,
2019
    
December 31,
2018
  
American Southern
  
$
142,059
    
$
122,724
  
Bankers Fidelity
    
206,513
      
195,663
  
Corporate and Other
    
148,424
      
134,643
  
Adjustments & Eliminations
    
(125,266
)
    
(108,756
)
Total assets
  
$
371,730
    
$
344,274
  

Revenues
  
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
American Southern
  
$
15,740
    
$
14,643
    
$
30,975
    
$
28,176
  
Bankers Fidelity
    
31,244
      
31,641
      
65,620
      
61,754
  
Corporate and Other
    
(1,261
)
    
5,939
      
6,617
      
5,419
  
Adjustments & Eliminations
    
(2,596
)
    
(2,780
)
    
(5,067
)
    
(5,366
)
Total revenue
  
$
43,127
    
$
49,443
    
$
98,145
    
$
89,983
  

Income (Loss) Before Income Taxes
  
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
American Southern
  
$
1,396
    
$
1,929
    
$
3,378
    
$
2,897
  
Bankers Fidelity
    
(1,998
)
    
261
      
(2,494
)
    
(2,274
)
Corporate and Other
    
(4,987
)
    
1,843
      
(1,188
)
    
(2,941
)
Income (loss) before income taxes
  
$
(5,589
)
  
$
4,033
    
$
(304
)
  
$
(2,318
)

Note 12.
Related Party Transactions

During the three month period ended June 30, 2019, the Company transferred its remaining fractional interest in an aircraft arrangement to Gray Television, Inc., a related party, for $151.

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 and six month periods ended June 30, 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 and six month periods ended June 30, 2019 and the comparable period in 2018:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
   
(In thousands)
  
Insurance premiums, net
  
$
45,469
    
$
42,845
    
$
90,251
    
$
85,047
  
Net investment income
    
2,313
      
2,537
      
4,647
      
4,896
  
Realized investment gains (losses), net
    
610
      
(57
)
    
1,995
      
313
  
Unrealized gains (losses) on equity securities, net
    
(5,337
)
    
4,089
      
1,152
      
(330
)
Other income
    
72
      
29
      
100
      
57
  
Total revenue
    
43,127
      
49,443
      
98,145
      
89,983
  
Insurance benefits and losses incurred
    
34,151
      
32,219
      
69,458
      
65,391
  
Commissions and underwriting expenses
    
11,509
      
9,715
      
22,524
      
19,734
  
Interest expense
    
545
      
506
      
1,091
      
968
  
Other expense
    
2,511
      
2,970
      
5,376
      
6,208
  
Total benefits and expenses
    
48,716
      
45,410
      
98,449
      
92,301
  
Income (loss) before income taxes
  
$
(5,589
)
  
$
4,033
    
$
(304
)
  
$
(2,318
)
Net income (loss)
  
$
(4,426
)
  
$
3,185
    
$
(264
)
  
$
(1,839
)

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 and six month periods ended June 30, 2019 and the comparable period in 2018 is as follows:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
Reconciliation of  Non-GAAP Financial Measure
  
2019
    
2018
    
2019
    
2018
  
   
(In thousands)
  
Net income (loss)
  
$
(4,426
)
  
$
3,185
    
$
(264
)
  
$
(1,839
)
Income tax expense (benefit)
    
(1,163
)
    
848
      
(40
)
    
(479
)
Realized investment (gains) losses, net
    
(610
)
    
57
      
(1,995
)
    
(313
)
Unrealized (gains) losses on equity securities, net
    
5,337
      
(4,089
)
    
(1,152
)
    
330
  
Non-GAAP operating income (loss)
  
$
(862
)
  
$
1
    
$
(3,451
)
  
$
(2,301
)

On a consolidated basis, the Company had net loss of $4.4 million, or $0.22 per diluted share, for the three month period ended June 30, 2019, compared to net income of $3.2 million, or $0.15 per diluted share, for the three month period ended June 30, 2018.  The Company had net loss of $0.3 million, or $0.02 per diluted share, for the six month period ended June 30, 2019, compared to net loss of $1.8 million, or $0.10 per diluted share, for the six month period ended June 30, 2018.  Premium revenue for the three month period ended June 30, 2019 increased $2.6 million, or 6.1%, to $45.5 million from $42.8 million in the three month period ended June 30, 2018.  For the six month period ended June 30, 2019, premium revenue increased $5.2 million, or 6.1%, to $90.3 million from $85.0 million in the comparable period in 2018.  The increase in premium revenue was primarily attributable to an increase in Medicare supplement business in the life and health operations, coupled with an increase in the automobile physical damage line of business in the property and casualty operations. Operating loss increased $0.9 million in the three month period ended June 30, 2019 from the three month period ended June 30, 2018.  For the six month period ended June 30, 2019, the operating loss increased $1.2 million over the comparable period in 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 and six month periods ended June 30, 2019 and the comparable periods in 2018:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
   
(Dollars in thousands)
  
Gross written premiums
  
$
32,581
    
$
28,501
    
$
40,275
    
$
35,342
  
Ceded premiums
    
(1,313
)
    
(1,228
)
    
(2,688
)
    
(2,431
)
Net written premiums
  
$
31,268
    
$
27,273
    
$
37,587
    
$
32,911
  
Net earned premiums
  
$
14,754
    
$
13,542
    
$
28,560
    
$
26,249
  
Net loss and loss adjustment expenses
    
9,863
      
8,695
      
18,906
      
17,872
  
Underwriting expenses
    
4,480
      
4,019
      
8,690
      
7,406
  
Underwriting income
  
$
411
    
$
828
    
$
964
    
$
971
  
Loss ratio
    
66.8
%
    
64.2
%
    
66.2
%
    
68.1
%
Expense ratio
    
30.4
      
29.7
      
30.4
      
28.2
  
Combined ratio
    
97.2
%
    
93.9
%
    
96.6
%
    
96.3
%

Gross written premiums at American Southern increased $4.1 million, or 14.3%, during the three month period ended June 30, 2019 and $4.9 million, or 14.0%, during the six month period ended June 30, 2019, from the comparable periods 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 $0.1 million, or 6.9%, during the three month period ended June 30, 2019 and $0.3 million, or 10.6%, during the six month period ended June 30, 2019, from the comparable periods in 2018. The increase in ceded premiums in 2019 was 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 and six month periods ended June 30, 2019 and the comparable periods in 2018:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
   
(In thousands)
  
Automobile liability
  
$
7,813
    
$
7,380
    
$
14,837
    
$
14,245
  
Automobile physical damage
    
3,799
      
2,897
      
7,401
      
5,352
  
General liability
    
819
      
715
      
1,603
      
1,453
  
Surety
    
1,608
      
1,778
      
3,295
      
3,712
  
Other lines
    
715
      
772
      
1,424
      
1,487
  
Total
  
$
14,754
    
$
13,542
    
$
28,560
    
$
26,249
  

Net earned premiums increased $1.2 million, or 8.9%, during the three month period ended June 30, 2019, and increased $2.3 million, or 8.8%, during the six month period ended June 30, 2019, over the comparable periods in 2018. The increase in net earned premiums was primarily attributable to an increase in automobile physical damage coverage resulting from additional writings from a new agency 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 increased $1.2 million, or 13.4%, during the three month period ended June 30, 2019, and $1.0 million, or 5.8%, during the six month period ended June 30, 2019, over the comparable periods in 2018. As a percentage of earned premiums, net loss and loss adjustment expenses were 66.8% in the three month period ended June 30, 2019, compared to 64.2% in the three month period ended June 30, 2018.  For the six month period ended June 30, 2019, this ratio decreased to 66.2% from 68.1% in the comparable period in 2018. The increase in the loss ratio during the three month period ended June 30, 2019 was primarily due to less favorable loss experience in the auto liability, auto physical damage and general liability lines of business.  The decrease in the loss ratio during the six month period ended June 30, 2019 was primarily attributable to a decrease in the severity of losses in the surety line of business.

Underwriting expenses increased $0.5 million, or 11.5%, during the three month period ended June 30, 2019, and $1.3 million, or 17.3%, during the six month period ended June 30, 2019, over the comparable periods in 2018. As a percentage of earned premiums, underwriting expenses were 30.4% in the three month period ended June 30, 2019, compared to 29.7% in the three month period ended June 30, 2018. For the six month period ended June 30, 2019, this ratio increased to 30.4% from 28.2% in the comparable period in 2018.  The increase in the expense ratio during the six month period ended June 30, 2019 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 periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase, and conversely, during periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease.  During the three month and six month periods ended June 30, 2019, variable commissions at American Southern increased $0.1 million and $0.6 million, respectively, from the comparable periods in 2018 due to more favorable loss experience in the surety line of business.

Bankers Fidelity

The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2019 and the comparable periods in 2018:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2019
    
2018
    
2019
    
2018
  
   
(Dollars in thousands)
  
Medicare supplement
  
$
44,541
    
$
40,264
    
$
88,870
    
$
79,427
  
Other health products
    
1,896
      
1,745
      
3,886
      
3,590
  
Life insurance
    
2,154
      
2,271
      
4,296
      
4,573
  
Gross earned premiums
    
48,591
      
44,280
      
97,052
      
87,590
  
Ceded premiums
    
(17,876
)
    
(14,977
)
    
(35,361
)
    
(28,792
)
Net earned premiums
    
30,715
      
29,303
      
61,691
      
58,798
  
Insurance benefits and losses
    
24,288
      
23,524
      
50,552
      
47,519
  
Underwriting expenses
    
8,954
      
7,857
      
17,562
      
16,509
  
Total expenses
    
33,242
      
31,381
      
68,114
      
64,028
  
Underwriting loss
  
$
(2,527
)
  
$
(2,078
)
  
$
(6,423
)
  
$
(5,230
)
Loss ratio
    
79.1
%
    
80.3
%
    
81.9
%
    
80.8
%
Expense ratio
    
29.2
      
26.8
      
28.5
      
28.1
  
Combined ratio
    
108.3
%
    
107.1
%
    
110.4
%
    
108.9
%

Net earned premium revenue at Bankers Fidelity increased $1.4 million, or 4.8%, during the three month period ended June 30, 2019, and $2.9 million, or 4.9%, during the six month period ended June 30, 2019, over the comparable periods in 2018. Gross earned premiums from the Medicare supplement line of business increased $4.3 million, or 10.6%, during the three month period ended June 30, 2019, and $9.4 million, or 11.9%, during the six month period ended June 30, 2019, due primarily to successful execution of new business generating strategies with both new and existing agents. Other health product premiums increased $0.2 million, or 8.7%, during the three month period ended June 30, 2019, and $0.3 million, or 8.2%, during the six month period ended June 30, 2019, from the comparable periods in 2018, 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 $0.1 million, or 5.2%, during the three month period ended June 30, 2019, and $0.3 million, or 6.1%, during the six month period ended June 30, 2019 from the comparable periods in 2018 due to the redemption and settlement of existing policy obligations exceeding the level of new sales activity.  Premiums ceded increased $2.9 million, or 19.4%, during the three month period ended June 30, 2019 and $6.6 million, or 22.8%, during the six month period ended June 30, 2019, over the comparable periods in 2018.  The increase in ceded premiums for the three month and six month periods ended June 30, 2019 was due to a significant increase in Medicare supplement premiums subject to reinsurance.

Benefits and losses increased $0.8 million, or 3.2%, during the three month period ended June 30, 2019, and $3.0 million, or 6.4%, during the six month period ended June 30, 2019, over the comparable periods in 2018.  As a percentage of earned premiums, benefits and losses were 79.1% in the three month period ended June 30, 2019, compared to 80.3% in the three month period ended June 30, 2018.  For the six month period ended June 30, 2019, this ratio increased to 81.9% from 80.8% in the comparable period in 2018.  The decrease in the loss ratio for the three month period ended June 30, 2019 was primarily due to more favorable loss experience in the life insurance and certain products in the other health lines of business.  The increase in the loss ratio for the six month period ended June 30, 2019 was primarily attributable to unfavorable loss experience in the Medicare supplement line of business.  Throughout 2018 and continuing into the six month period ended June 30, 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 increased $1.1 million, or 14.0%, during the three month period ended June 30, 2019, and $1.1 million, or 6.4%, during the six month period ended June 30, 2019, over the comparable periods in 2018.  As a percentage of earned premiums, underwriting expenses were 29.2% in the three month period ended June 30, 2019, compared to 26.8% in the three month period ended June 30, 2018.  For the six month period ended June 30, 2019, this ratio increased to 28.5% from 28.1% in the comparable period in 2018. The increase in the expense ratio for the three month and six month periods ended June 30, 2019 was primarily due to an increase in expenses related to servicing the Medicare supplement line of business.

NET INVESTMENT INCOME AND REALIZED GAINS (LOSSES)

Investment income decreased $0.2 million, or 8.8%, during the three month period ended June 30, 2019, and $0.2 million, or 5.1%, during the six month period ended June 30, 2019, over the comparable periods in 2018. The decrease in investment income was primarily attributable to a decrease in the equity in earnings from investments in real estate partnerships during the three month and six month periods ended June 30, 2019 of $0.2 million and $0.3 million, respectively, over the comparable periods in 2018.

The Company had net realized investment gains of $0.6 million during the three month period ended June 30, 2019, compared to net realized investment losses of $0.1 million during the three month period ended June 30, 2018.  The Company had net realized investment gains of $2.0 million during the six month period ended June 30, 2019, compared to net realized investment gains of $0.3 million during the six month period ended June 30, 2018.  The net realized investment gains during the three month period ended June 30, 2019 resulted from the disposition of certain of the Company’s investments in fixed maturities.  The net realized investment gains during the six month period ended June 30, 2019 resulted from the disposition of several of the Company’s investments in fixed maturities and equity securities. 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 losses on equity securities still held of $5.3 million during the three month period ended June 30, 2019 and unrealized gains on equity securities still held of $4.1 million during the three month period ended June 30, 2018.  The Company recognized net unrealized gains on equity securities still held of $1.2 million during the six month period ended June 30, 2019 and unrealized losses on equity securities still held of $0.3 million during the three month period ended June 30, 2018.  Changes in unrealized gains and losses on equity securities for the applicable periods are primarily the result of fluctuations in the market values of the Company’s equity investments.

INTEREST EXPENSE

Interest expense remained relatively consistent during the three month period ended June 30, 2019, and increased $0.1 million, or 12.7%, during the six month period ended June 30, 2019, over the comparable periods 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 $1.3 million, or 10.5%, during the three month period ended June 30, 2019, and $2.0 million, or 7.5%, during the six month period ended June 30, 2019, from the comparable periods in 2018. The increase in other expenses was primarily attributable to increased costs associated with the growth of the Medicare supplement line of business. Also contributing to the increase in other expenses was a $0.1 million and $0.6 million increase in the three month and six month periods ended June 30, 2019, respectively, in the variable commission accrual in the property and casualty operations. On a consolidated basis, as a percentage of earned premiums, other expenses increased to 30.8% in the three month period ended June 30, 2019 from 29.6% in the three month period ended June 30, 2018.  For the six month period ended June 30, 2019, this ratio increased to 30.9% from 30.5% in the comparable period in 2018. The increase in the expense ratio during the three month and six month periods ended June 30, 2019 was primarily attributable to the increase costs associated with the growth in Medicare supplement line of business and variable commissions, as discussed previously.

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 June 30, 2019, the Parent had approximately $15.0 million of unrestricted cash and investments.

The Parent’s insurance subsidiaries reported a statutory net loss of $1.7 million for the six month period ended June 30, 2019, compared to statutory net loss of $1.0 million for the six month period ended June 30, 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 June 30, 2019, American Southern had $42.0 million of statutory surplus and Bankers Fidelity had $28.0 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 June 30, 2019, the Parent received dividends of $2.4 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 June 30, 2019, the effective interest rate was 6.57%. 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 June 30, 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 June 30, 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 June 30, 2019, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.2 million.

Cash and cash equivalents decreased from $12.6 million at December 31, 2018 to $11.5 million at June 30, 2019. The decrease in cash and cash equivalents during the six month period ended June 30, 2019 was primarily attributable to net cash used in operating activities of $7.2 million, partially offset by a $6.6 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.

OFF-BALANCE SHEET ARRANGEMENTS

The Company disclosed its off-balance sheet arrangements in the 2018 Annual Report.  As of June 30, 2019, there have been no material changes to these off-balance sheet arrangements outside the ordinary course of business.

CONTRACTUAL OBLIGATIONS

As a smaller reporting company, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not providing the table of contractual obligations required by Item 303 of Regulation S-K.

It em 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 Securities and Exchange Commission’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 could be made from time to time in accordance with applicable securities laws and other requirements. The Company suspended the Repurchase Plan in May 2019 in connection with ending the relationship with the registered broker under the Repurchase Plan. The Company expects to evaluate implementation of a replacement plan in the future.

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 June 30, 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
  
April 1 – April 30, 2019
    
6,400
    
$
2.56
      
6,400
      
327,074
  
May 1 – May 31, 2019
    
1,945
      
2.55
      
1,945
      
325,129
  
June 1 – June 30, 2019
    
-
      
-
      
-
      
325,129
  
Total
    
8,345
    
$
2.56
      
8,345
          

I tem 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.

SI GNATURES

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: August 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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