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, 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 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  ☐  (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 October 23, 2019 was 20,479,501.

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
September 30,
2019
   
December 31,
2018
 
Cash and cash equivalents
 
$
36,013
   
$
12,630
 
Investments:
               
Fixed maturities, available-for-sale, at fair value (amortized cost: $205,124 and $219,924)
   
217,517
     
210,386
 
Equity securities, at fair value (cost: $7,168 and $10,515)
   
19,507
     
20,758
 
Other invested assets (cost: $7,005 and $6,905)
   
7,103
     
7,424
 
Policy loans
   
1,989
     
2,085
 
Real estate
   
38
     
38
 
Investment in unconsolidated trusts
   
1,238
     
1,238
 
Total investments
   
247,392
     
241,929
 
Receivables:
               
Reinsurance
   
30,481
     
26,110
 
Insurance premiums and other (net of allowance for doubtful accounts: $192 and $207)
   
17,996
     
15,223
 
Deferred income taxes, net
   
175
     
4,184
 
Deferred acquisition costs
   
38,801
     
37,094
 
Other assets
   
9,933
     
4,560
 
Intangibles
   
2,544
     
2,544
 
Total assets
 
$
383,335
   
$
344,274
 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
Insurance reserves and policyholder funds:
               
Future policy benefits
 
$
92,685
   
$
90,257
 
Unearned premiums
   
28,152
     
24,206
 
Losses and claims
   
76,261
     
72,612
 
Other policy liabilities
   
1,226
     
1,973
 
Total insurance reserves and policyholder funds
   
198,324
     
189,048
 
Other liabilities
   
34,862
     
20,116
 
Junior subordinated debenture obligations, net
   
33,738
     
33,738
 
Total liabilities
   
266,924
     
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: 20,479,501 and 20,170,360
   
22,401
     
22,401
 
Additional paid-in capital
   
57,819
     
57,414
 
Retained earnings
   
34,850
     
37,208
 
Accumulated other comprehensive income (loss)
   
9,791
     
(7,535
)
Unearned stock grant compensation
   
(943
)
   
(186
)
Treasury stock, at cost: 1,921,393 and 2,230,534 shares
   
(7,562
)
   
(7,985
)
Total shareholders’ equity
   
116,411
     
101,372
 
Total liabilities and shareholders’ equity
 
$
383,335
   
$
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
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Revenue:
                       
Insurance premiums, net
 
$
45,005
   
$
42,557
   
$
135,256
   
$
127,604
 
Net investment income
   
2,187
     
2,215
     
6,834
     
7,111
 
Realized investment gains (losses), net
   
(430
)
   
484
     
1,565
     
797
 
Unrealized gains on equity securities, net
   
944
     
1,083
     
2,096
     
753
 
Other income
   
39
     
31
     
139
     
88
 
Total revenue
   
47,745
     
46,370
     
145,890
     
136,353
 
                                 
Benefits and expenses:
                               
Insurance benefits and losses incurred
   
34,719
     
33,087
     
104,177
     
98,478
 
Commissions and underwriting expenses
   
11,471
     
8,722
     
33,995
     
28,456
 
Interest expense
   
533
     
529
     
1,624
     
1,497
 
Other expense
   
2,766
     
2,960
     
8,142
     
9,168
 
Total benefits and expenses
   
49,489
     
45,298
     
147,938
     
137,599
 
Income (loss) before income taxes
   
(1,744
)
   
1,072
     
(2,048
)
   
(1,246
)
Income tax expense (benefit)
   
(352
)
   
138
     
(392
)
   
(341
)
Net income (loss)
   
(1,392
)
   
934
     
(1,656
)
   
(905
)
Preferred stock dividends
   
(100
)
   
(100
)
   
(299
)
   
(299
)
Net income (loss) applicable to common shareholders
 
$
(1,492
)
 
$
834
   
$
(1,955
)
 
$
(1,204
)
Earnings (loss) per common share (basic and diluted)
 
$
(.07
)
 
$
.04
   
$
(.10
)
 
$
(.06
)

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,
 
   
2019
   
2018
   
2019
   
2018
 
Net income (loss)
 
$
(1,392
)
 
$
934
   
$
(1,656
)
 
$
(905
)
Other comprehensive income (loss):
                               
Available-for-sale fixed maturity securities:
                               
Gross unrealized holding gain (loss) arising in the period
   
5,871
     
63
     
22,275
     
(10,327
)
Related income tax effect
   
(1,232
)
   
(13
)
   
(4,677
)
   
2,169
 
Subtotal
   
4,639
     
50
     
17,598
     
(8,158
)
Less: reclassification adjustment for net realized (gains) losses included in net income (loss)
   
538
     
(484
)
   
(344
)
   
(797
)
Related income tax effect
   
(113
)
   
101
     
72
     
167
 
Subtotal
   
425
     
(383
)
   
(272
)
   
(630
)
Total other comprehensive income (loss), net of tax
   
5,064
     
(333
)
   
17,326
     
(8,788
)
Total comprehensive income (loss)
 
$
3,672
   
$
601
   
$
15,670
   
$
(9,693
)

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 per share data)

   
Three Months Ended
September 30,
   
Nine Months Ended
September 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
   
57,444
     
57,416
     
57,414
     
57,495
 
Restricted stock grants, net of forfeitures
   
372
     
-
     
396
     
(88
)
Issuance of shares under stock plans
   
3
     
3
     
9
     
12
 
Balance, end of period
   
57,819
     
57,419
     
57,819
     
57,419
 
Retained earnings:
                               
Balance, beginning of period
   
36,342
     
36,273
     
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)
   
(1,392
)
   
934
     
(1,656
)
   
(905
)
Dividends on common stock
   
-
     
-
     
(403
)
   
(407
)
Dividends accrued on preferred stock
   
(100
)
   
(100
)
   
(299
)
   
(299
)
Balance, end of period
   
34,850
     
37,107
     
34,850
     
37,107
 
Accumulated other comprehensive income (loss):
                               
Balance, beginning of period
   
4,727
     
(6,429
)
   
(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
   
5,064
     
(333
)
   
17,326
     
(8,788
)
Balance, end of period
   
9,791
     
(6,762
)
   
9,791
     
(6,762
)
Unearned Stock Grant Compensation:
                               
Balance, beginning of period
   
(150
)
   
(322
)
   
(186
)
   
(579
)
Restricted stock grants, net of forfeitures
   
(877
)
   
-
     
(948
)
   
135
 
Amortization of unearned compensation
   
84
     
70
     
191
     
192
 
Balance, end of period
   
(943
)
   
(252
)
   
(943
)
   
(252
)
Treasury Stock:
                               
Balance, beginning of period
   
(8,049
)
   
(7,727
)
   
(7,985
)
   
(7,133
)
Restricted stock grants, net of forfeitures
   
505
     
-
     
552
     
(47
)
Purchase of shares for treasury
   
-
     
(103
)
   
(71
)
   
(463
)
Net shares acquired related to employee share-based compensation plans
   
(23
)
   
(26
)
   
(72
)
   
(223
)
Issuance of shares under stock plans
   
5
     
6
     
14
     
16
 
Balance, end of period
   
(7,562
)
   
(7,850
)
   
(7,562
)
   
(7,850
)
                                 
Total shareholders’ equity
 
$
116,411
   
$
102,118
   
$
116,411
   
$
102,118
 
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)

   
Nine Months Ended
September 30,
 
   
2019
   
2018
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
 
$
(1,656
)
 
$
(905
)
Adjustments to reconcile loss to net cash used in operating activities:
               
Acquisition costs deferred, net
   
(1,707
)
   
(2,240
)
Realized investment gains, net
   
(1,565
)
   
(797
)
Unrealized gains on equity securities, net
   
(2,096
)
   
(753
)
Distributions received from equity method investees
   
379
     
725
 
Compensation expense related to share awards
   
191
     
192
 
Depreciation and amortization
   
588
     
783
 
Deferred income tax benefit
   
(596
)
   
(1,335
)
Increase in receivables, net
   
(7,917
)
   
(7,882
)
Increase in insurance reserves and policyholder funds
   
9,276
     
14,230
 
Increase (decrease) in other liabilities
   
3,271
     
(6,760
)
Other, net
   
(5,738
)
   
(377
)
Net cash used in operating activities
   
(7,570
)
   
(5,119
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from investments sold
   
119,929
     
28,177
 
Proceeds from investments matured, called or redeemed
   
5,907
     
4,577
 
Investments purchased
   
(94,316
)
   
(40,827
)
Additions to property and equipment
   
(44
)
   
(252
)
Net cash provided by (used in) investing activities
   
31,476
     
(8,325
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Payment of dividends on common stock
   
(403
)
   
(407
)
Proceeds from shares issued under stock plans
   
23
     
28
 
Treasury stock acquired — share repurchase authorization
   
(71
)
   
(463
)
Treasury stock acquired — net employee share-based compensation
   
(72
)
   
(223
)
Net cash used in financing activities
   
(523
)
   
(1,065
)
                 
Net increase (decrease) in cash and cash equivalents
   
23,383
     
(14,509
)
Cash and cash equivalents at beginning of period
   
12,630
     
24,547
 
                 
Cash and cash equivalents at end of period
 
$
36,013
   
$
10,038
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for interest
 
$
1,644
   
$
1,471
 
Cash paid for income taxes
 
$
1,625
   
$
1,892
 

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 nine month periods ended September 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 nine months ended September 30, 2019 and 2018, approximately $139 and $88, 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 September 30, 2019 and December 31, 2018.

Fixed maturities were comprised of the following:

   
September 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
 
$
19,338
   
$
624
   
$
122
   
$
18,836
 
Obligations of states and political subdivisions
   
4,999
     
432
     
-
     
4,567
 
Corporate securities:
                               
Utilities and telecom
   
21,287
     
2,110
     
3
     
19,180
 
Financial services
   
58,290
     
3,510
     
69
     
54,849
 
Other business – diversified
   
51,719
     
2,446
     
87
     
49,360
 
Other consumer – diversified
   
61,692
     
3,644
     
92
     
58,140
 
Total corporate securities
   
192,988
     
11,710
     
251
     
181,529
 
Redeemable preferred stocks:
                               
Other consumer – diversified
   
192
     
—
     
—
     
192
 
Total redeemable preferred stocks
   
192
     
—
     
—
     
192
 
Total fixed maturities
 
$
217,517
   
$
12,766
   
$
373
   
$
205,124
 

   
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 September 30, 2019 and December 31, 2018, respectively, in accordance with statutory requirements.

Equity securities were comprised of the following:

   
September 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
 
$
2,797
   
$
309
   
$
—
   
$
2,488
 
Other business – diversified
   
312
     
265
     
—
     
47
 
Other consumer – diversified
   
16,398
     
11,765
     
—
     
4,633
 
Total equity securities
 
$
19,507
   
$
12,339
   
$
—
   
$
7,168
 

   
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 September 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.

   
September 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
   
13,665
     
13,267
     
19,787
     
19,699
 
Due after five years through ten years
   
76,413
     
72,480
     
127,617
     
133,863
 
Due after ten years
   
119,335
     
111,267
     
43,823
     
46,338
 
Asset backed securities
   
8,104
     
8,110
     
16,009
     
16,874
 
Totals
 
$
217,517
   
$
205,124
   
$
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 September 30, 2019 and December 31, 2018.


   
September 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
 
$
1,020
   
$
4
   
$
7,689
   
$
118
   
$
8,709
   
$
122
 
Corporate securities
   
22,791
     
61
     
7,430
     
190
     
30,221
     
251
 
Total temporarily impaired securities
 
$
23,811
   
$
65
   
$
15,119
   
$
308
   
$
38,930
   
$
373
 

   
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 nine month periods ended September 30, 2019 and 2018.

As of September 30, 2019 and December 31, 2018, there were twenty-four 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 nine month period ended September 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 September 30, 2019.

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

   
Three Months Ended
September 30, 2019
 
   
Fixed
Maturities
   
Equity
Securities
   
Other
Invested
Assets
   
Total
 
Gains
 
$
1,112
   
$
108
   
$
—
   
$
1,220
 
Losses
   
(1,650
)
   
—
     
—
     
(1,650
)
Realized investment gains (losses), net
 
$
(538
)
 
$
108
   
$
—
   
$
(430
)

   
Three Months Ended
September 30, 2018
 
   
Fixed
Maturities
   
Equity
Securities
   
Other
Invested
Assets
   
Total
 
Gains
 
$
212
   
$
272
   
$
—
   
$
484
 
Losses
   
—
     
—
     
—
     
—
 
Realized investment gains (losses), net
 
$
212
   
$
272
   
$
—
   
$
484
 

   
Nine Months Ended
September 30, 2019
 
   
Fixed
Maturities
   
Equity
Securities
   
Other
Invested
Assets
   
Total
 
Gains
 
$
1,994
   
$
1,221
   
$
—
   
$
3,215
 
Losses
   
(1,650
)
   
—
     
—
     
(1,650
)
Realized investment gains (losses), net
 
$
344
   
$
1,221
   
$
—
   
$
1,565
 

   
Nine Months Ended
September 30, 2018
 
   
Fixed
Maturities
   
Equity
Securities
   
Other
Invested
Assets
   
Total
 
Gains
 
$
829
   
$
272
   
$
—
   
$
1,101
 
Losses
   
(304
)
   
—
     
—
     
(304
)
Realized investment gains (losses), net
 
$
525
   
$
272
   
$
—
   
$
797
 

The following table presents the portion of unrealized gains (losses) on equity securities still held for the three month and nine month periods ended September 30, 2019 and 2018.

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Net realized and unrealized gains (losses) recognized during the period on equity securities
 
$
1,052
   
$
1,355
   
$
3,317
   
$
1,025
 
Less: Net realized gains (losses) recognized during the period on equity securities sold during the period
   
108
     
272
     
1,221
     
272
 
Unrealized gains (losses) on equity securities, net
 
$
944
   
$
1,083
   
$
2,096
   
$
753
 

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 $7,103 and $7,424 as of September 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 September 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 $8,341 and $8,662, as of September 30, 2019 and December 31, 2018, respectively. As of September 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 September 30, 2019 and December 31, 2018, the value of the Company’s fixed maturities valued using Level 3 criteria was $1,220 and $1,066, respectively. The use of different criteria or assumptions regarding data may have yielded materially different valuations.

As of September 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
 
$
11,233
   
$
205,064
   
$
1,220
(1)
 
$
217,517
 
Equity securities
   
16,921
     
2,586
(1)    
—
     
19,507
 
Cash equivalents
   
29,132
     
—
     
—
     
29,132
 
Total
 
$
57,286
   
$
207,650
   
$
1,220
   
$
266,156
 


(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 nine month periods ended September 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
 
Total unrealized gains included in other comprehensive income
   
46
 
Balance, September 30, 2019
 
$
1,220
 


 
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
 
Total realized gains included in earnings
   
208
 
Total unrealized losses included in other comprehensive loss
   
(53
)
Settlements
   
(483
)
Balance, September 30, 2018
 
$
1,018
 

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 September 30, 2019 and December 31, 2018.


       
September 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
   
$
36,013
   
$
36,013
   
$
12,630
   
$
12,630
 
Fixed maturities
     (1
) 
   
217,517
     
217,517
     
210,386
     
210,386
 
Equity securities
    (1
) 
   
19,507
     
19,507
     
20,758
     
20,758
 
Other invested assets
 
Level 3
     
7,103
     
7,103
     
7,424
     
7,424
 
Policy loans
 
Level 2
     
1,989
     
1,989
     
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 for the nine months ended September 30, 2019 and 2018 is as follows:


 
Nine Months Ended
September 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
   
103,017
     
96,424
 
Prior accident year development
   
(629
)
   
(1,049
)
Total incurred
   
102,388
     
95,375
 
                 
Paid related to:
               
Current accident year
   
66,682
     
62,598
 
Prior accident years
   
34,314
     
28,950
 
Total paid
   
100,996
     
91,548
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
59,650
     
57,548
 
Plus: Reinsurance recoverable on unpaid losses
   
16,611
     
14,268
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
76,261
   
$
71,816
 

Following is a reconciliation of total incurred losses to total insurance benefits and losses incurred for the nine months ended September 30, 2019 and 2018:


 
Nine Months Ended
September 30,
 

 
2019
   
2018
 
Total incurred losses
 
$
102,388
   
$
95,375
 
Cash surrender value and matured endowments
   
1,020
     
1,057
 
Benefit reserve changes
   
769
     
2,046
 
Total insurance benefits and losses incurred
 
$
104,177
   
$
98,478
 

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 September 30, 2019 was as follows:

   
Atlantic American
Statutory Trust I
   
Atlantic American
Statutory Trust II
 
JUNIOR SUBORDINATED DEBENTURES (1) (2)
           
Principal amount owed September 30, 2019
 
$
18,042
   
$
23,196
 
Less: Treasury debt (3)
   
—
     
(7,500
)
Net balance September 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 earnings (loss) per common share calculations is as follows:


 
Three Months Ended
September 30, 2019
 

 
Loss
   
Weighted
Average
Shares
(In thousands)
 
Per Share
Amount
 
Basic and Diluted Loss Per Common Share:
                   
Net loss
 
$
(1,392
)
   
20,250
        
Less preferred stock dividends
   
(100
)
   
—
        
Net loss applicable to common shareholders
 
$
(1,492
)
   
20,250
 
$
(.07 )


 
Three Months Ended
September 30, 2018
 

 
Income
   
Weighted
Average
Shares
(In thousands)
 
Per Share
Amount
 
Basic and Diluted Earnings Per Common Share:
                   
Net income
 
$
934
     
20,420
        
Less preferred stock dividends
   
(100
)
   
—
        
Net income applicable to common shareholders
 
$
834
     
20,420
 
$
.04  

   
Nine Months Ended
September 30, 2019
 
   
Loss
   
Weighted
Average
Shares
(In thousands)
 
Per Share
Amount
 
Basic and Diluted Loss Per Common Share:
                   
Net loss
 
$
(1,656
)
   
20,185
        
Less preferred stock dividends
   
(299
)
   
—
        
Net loss applicable to common shareholders
 
$
(1,955
)
   
20,185
 
$
(.10 )

   
Nine Months Ended
September 30, 2018
 
   
Loss
   
Weighted
Average
Shares
(In thousands)
 
Per Share
Amount
 
Basic and Diluted Loss Per Common Share:
                   
Net loss
 
$
(905
)
   
20,314
        
Less preferred stock dividends
   
(299
)
   
—
        
Net loss applicable to common shareholders
 
$
(1,204
)
   
20,314
 
$
(.06 )

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 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 expense (benefit) is as follows:

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Federal income tax provision at statutory rate of 21%
 
$
(366
)
 
$
225
   
$
(430
)
 
$
(262
)
Dividends-received deduction
   
(6
)
   
(10
)
   
(20
)
   
(30
)
Other permanent differences
   
41
     
22
     
79
     
50
 
Adjustment for prior years’ estimates to actual
   
(21
)
   
(99
)
   
(21
)
   
(99
)
Income tax expense (benefit)
 
$
(352
)
 
$
138
   
$
(392
)
 
$
(341
)

The components of income tax expense (benefit) were:

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Current - Federal
 
$
(368
)
 
$
255
   
$
204
   
$
994
 
Deferred - Federal
   
16
     
(117
)
   
(596
)
   
(1,335
)
Total
 
$
(352
)
 
$
138
   
$
(392
)
 
$
(341
)

Note 9.
Leases

The Company has 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 nine months ended September 30, 2019 was $761. 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:

   
Nine Months
Ended
September 30,
 
   
2019
 
Other information on operating leases:
     
Cash payments included in the measurement of lease liabilities reported in operating cash flows
 
$
632
 
Right-of-use assets included in other assets on the condensed consolidated balance sheet
   
5,631
 
Weighted average discount rate
   
6.8
%
Weighted average remaining lease term in years
 
7.1 years
 

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

   
Lease Liability
 
Remainder of 2019
 
$
182
 
2020
   
978
 
2021
   
1,015
 
2022
   
1,031
 
2023
   
1,048
 
Thereafter
   
3,091
 
Total undiscounted lease payments
   
7,345
 
Less: present value adjustment
   
1,585
 
Operating lease liability included in other liabilities on the condensed consolidated balance sheet
 
$
5,760
 

As of September 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. Substantially all revenue other than in the corporate and other segment is from external sources. 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
 
September 30,
2019
   
December 31,
2018
 
American Southern
 
$
141,569
   
$
122,724
 
Bankers Fidelity
   
216,850
     
195,663
 
Corporate and Other
   
154,527
     
134,643
 
Adjustments & Eliminations
   
(129,611
)
   
(108,756
)
Total assets
 
$
383,335
   
$
344,274
 

Revenues
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
American Southern
 
$
14,605
   
$
13,998
   
$
45,580
   
$
42,174
 
Bankers Fidelity
   
32,311
     
31,196
     
97,931
     
92,950
 
Corporate and Other
   
3,069
     
3,703
     
9,686
     
9,122
 
Adjustments & Eliminations
   
(2,240
)
   
(2,527
)
   
(7,307
)
   
(7,893
)
Total revenue
 
$
47,745
   
$
46,370
   
$
145,890
   
$
136,353
 

Income (Loss) Before Income Taxes
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
American Southern
 
$
471
   
$
995
   
$
3,849
   
$
3,892
 
Bankers Fidelity
   
(1,334
)
   
512
     
(3,828
)
   
(1,762
)
Corporate and Other
   
(881
)
   
(435
)
   
(2,069
)
   
(3,376
)
Income (loss) before income taxes
 
$
(1,744
)
 
$
1,072
   
$
(2,048
)
 
$
(1,246
)

Note 12.
Related Party Transactions

During the nine month period ended September 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 nine month periods ended September 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 nine month periods ended September 30, 2019 and the comparable period in 2018:

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
   
(In thousands)
 
Insurance premiums, net
 
$
45,005
   
$
42,557
   
$
135,256
   
$
127,604
 
Net investment income
   
2,187
     
2,215
     
6,834
     
7,111
 
Realized investment gains (losses), net
   
(430
)
   
484
     
1,565
     
797
 
Unrealized gains on equity securities, net
   
944
     
1,083
     
2,096
     
753
 
Other income
   
39
     
31
     
139
     
88
 
Total revenue
   
47,745
     
46,370
     
145,890
     
136,353
 
Insurance benefits and losses incurred
   
34,719
     
33,087
     
104,177
     
98,478
 
Commissions and underwriting expenses
   
11,471
     
8,722
     
33,995
     
28,456
 
Interest expense
   
533
     
529
     
1,624
     
1,497
 
Other expense
   
2,766
     
2,960
     
8,142
     
9,168
 
Total benefits and expenses
   
49,489
     
45,298
     
147,938
     
137,599
 
Income (loss) before income taxes
 
$
(1,744
)
 
$
1,072
   
$
(2,048
)
 
$
(1,246
)
Net income (loss)
 
$
(1,392
)
 
$
934
   
$
(1,656
)
 
$
(905
)

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 nine month periods ended September 30, 2019 and the comparable periods in 2018 is as follows:

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
Reconciliation of  Non-GAAP Financial Measure
 
2019
   
2018
   
2019
   
2018
 
   
(In thousands)
 
Net income (loss)
 
$
(1,392
)
 
$
934
   
$
(1,656
)
 
$
(905
)
Income tax expense (benefit)
   
(352
)
   
138
     
(392
)
   
(341
)
Realized investment (gains) losses, net
   
430
     
(484
)
   
(1,565
)
   
(797
)
Unrealized gains on equity securities, net
   
(944
)
   
(1,083
)
   
(2,096
)
   
(753
)
Non-GAAP operating loss
 
$
(2,258
)
 
$
(495
)
 
$
(5,709
)
 
$
(2,796
)

On a consolidated basis, the Company had net loss of $1.4 million, or $0.07 per diluted share, for the three month period ended September 30, 2019, compared to net income of $0.9 million, or $0.04 per diluted share, for the three month period ended September 30, 2018.  The Company had net loss of $1.7 million, or $0.10 per diluted share, for the nine month period ended September 30, 2019, compared to net loss of $0.9 million, or $0.06 per diluted share, for the nine month period ended September 30, 2018.  Premium revenue for the three month period ended September 30, 2019 increased $2.4 million, or 5.8%, to $45.0 million from $42.6 million in the three month period ended September 30, 2018.  For the nine month period ended September 30, 2019, premium revenue increased $7.7 million, or 6.0%, to $135.3 million from $127.6 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 $1.8 million in the three month period ended September 30, 2019 from the three month period ended September 30, 2018.  For the nine month period ended September 30, 2019, the operating loss increased $2.9 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 nine month periods ended September 30, 2019 and the comparable periods in 2018:

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
   
(Dollars in thousands)
 
Gross written premiums
 
$
9,953
   
$
9,250
   
$
50,228
   
$
44,592
 
Ceded premiums
   
(1,403
)
   
(1,238
)
   
(4,091
)
   
(3,669
)
Net written premiums
 
$
8,550
   
$
8,012
   
$
46,137
   
$
40,923
 
Net earned premiums
 
$
14,475
   
$
13,050
   
$
43,035
   
$
39,299
 
Net loss and loss adjustment expenses
   
9,440
     
10,672
     
28,346
     
28,544
 
Underwriting expenses
   
4,696
     
2,331
     
13,386
     
9,737
 
Underwriting income
 
$
339
   
$
47
   
$
1,303
   
$
1,018
 
Loss ratio
   
65.2
%
   
81.8
%
   
65.9
%
   
72.6
%
Expense ratio
   
32.4
     
17.9
     
31.1
     
24.8
 
Combined ratio
   
97.6
%
   
99.7
%
   
97.0
%
   
97.4
%

Gross written premiums at American Southern increased $0.7 million, or 7.6%, during the three month period ended September 30, 2019 and $5.6 million, or 12.6%, during the nine month period ended September 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 $0.2 million, or 13.3%, during the three month period ended September 30, 2019 and $0.4 million, or 11.5%, during the nine month period ended September 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 nine month periods ended September 30, 2019 and the comparable periods in 2018:

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
   
(In thousands)
 
Automobile liability
 
$
7,585
   
$
6,878
   
$
22,422
   
$
21,123
 
Automobile physical damage
   
3,597
     
3,013
     
10,998
     
8,365
 
General liability
   
884
     
678
     
2,487
     
2,131
 
Surety
   
1,552
     
1,729
     
4,847
     
5,441
 
Other lines
   
857
     
752
     
2,281
     
2,239
 
Total
 
$
14,475
   
$
13,050
   
$
43,035
   
$
39,299
 

Net earned premiums increased $1.4 million, or 10.9%, during the three month period ended September 30, 2019, and increased $3.7 million, or 9.5%, during the nine month period ended September 30, 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 decreased $1.2 million, or 11.5%, during the three month period ended September 30, 2019, and $0.2 million, or 0.7%, during the nine month period ended September 30, 2019, over the comparable periods in 2018. As a percentage of net earned premiums, net loss and loss adjustment expenses were 65.2% in the three month period ended September 30, 2019, compared to 81.8% in the three month period ended September 30, 2018.  For the nine month period ended September 30, 2019, this ratio decreased to 65.9% from 72.6% in the comparable period in 2018. The decrease in the loss ratio during the three month and nine month periods ended September 30, 2019 was primarily due to more favorable loss experience as a result of a decline in the severity of losses in the surety line of business.  Also contributing to the decrease in the loss ratio during the three month and nine month periods ended September 30, 2019 was a lower amount of claims in the automobile physical damage line of business.

Underwriting expenses increased $2.4 million, or 101.5%, during the three month period ended September 30, 2019, and $3.6 million, or 37.5%, during the nine month period ended September 30, 2019, over the comparable periods in 2018. As a percentage of net earned premiums, underwriting expenses were 32.4% in the three month period ended September 30, 2019, compared to 17.9% in the three month period ended September 30, 2018. For the nine month period ended September 30, 2019, this ratio increased to 31.1% from 24.8% in the comparable period in 2018.  The increase in the expense ratio during the three month and nine month periods ended September 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 nine month periods ended September 30, 2019, variable commissions at American Southern increased $2.0 million and $2.6 million, respectively, from the comparable periods in 2018 due to more favorable loss experience in the surety line of business.  Also contributing to the increase in the expense ratio were increases in fixed commissions and various underwriting expenses.

Bankers Fidelity

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

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
   
(Dollars in thousands)
 
Medicare supplement
 
$
44,810
   
$
41,123
   
$
133,680
   
$
120,550
 
Other health products
   
1,953
     
2,139
     
5,839
     
5,729
 
Life insurance
   
2,075
     
2,306
     
6,371
     
6,879
 
Gross earned premiums
   
48,838
     
45,568
     
145,890
     
133,158
 
Ceded premiums
   
(18,308
)
   
(16,061
)
   
(53,669
)
   
(44,853
)
Net earned premiums
   
30,530
     
29,507
     
92,221
     
88,305
 
Insurance benefits and losses
   
25,279
     
22,415
     
75,831
     
69,934
 
Underwriting expenses
   
8,365
     
8,270
     
25,927
     
24,779
 
Total expenses
   
33,644
     
30,685
     
101,758
     
94,713
 
Underwriting loss
 
$
(3,114
)
 
$
(1,178
)
 
$
(9,537
)
 
$
(6,408
)
Loss ratio
   
82.8
%
   
76.0
%
   
82.2
%
   
79.2
%
Expense ratio
   
27.4
     
28.0
     
28.1
     
28.1
 
Combined ratio
   
110.2
%
   
104.0
%
   
110.3
%
   
107.3
%

Net earned premium revenue at Bankers Fidelity increased $1.0 million, or 3.5%, during the three month period ended September 30, 2019, and $3.9 million, or 4.4%, during the nine month period ended September 30, 2019, over the comparable periods in 2018. Gross earned premiums from the Medicare supplement line of business increased $3.7 million, or 9.0%, during the three month period ended September 30, 2019, and $13.1 million, or 10.9%, during the nine month period ended September 30, 2019, due primarily to successful execution of new business generating strategies with both new and existing agents. Other health product premiums decreased $0.2 million, or 8.7%, during the three month period ended September 30, 2019, and increased $0.1 million, or 1.9%, during the nine month period ended September 30, 2019, from the comparable periods in 2018. The increase in other health product premiums during the nine month period ended September 30, 2019 was primarily a result of new sales of the company’s hospital indemnity and group health products. Gross earned premiums from the life insurance line of business decreased $0.2 million, or 10.0%, during the three month period ended September 30, 2019, and $0.5 million, or 7.4%, during the nine month period ended September 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 $2.2 million, or 14.0%, during the three month period ended September 30, 2019 and $8.8 million, or 19.7%, during the nine month period ended September 30, 2019, over the comparable periods in 2018.  The increase in ceded premiums for the three month and nine month periods ended September 30, 2019 was due to an increase in Medicare supplement premiums subject to reinsurance.

Benefits and losses increased $2.9 million, or 12.8%, during the three month period ended September 30, 2019, and $5.9 million, or 8.4%, during the nine month period ended September 30, 2019, over the comparable periods in 2018.  As a percentage of net earned premiums, benefits and losses were 82.8% in the three month period ended September 30, 2019, compared to 76.0% in the three month period ended September 30, 2018.  For the nine month period ended September 30, 2019, this ratio increased to 82.2% from 79.2% in the comparable period in 2018.  The increase in the loss ratio for the three month and nine month periods ended September 30, 2019 was primarily attributable to unfavorable loss experience in the Medicare supplement line of business.  Throughout 2018 and continuing into the nine month period ended September 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 $0.1 million, or 1.1%, during the three month period ended September 30, 2019, and $1.1 million, or 4.6%, during the nine month period ended September 30, 2019, over the comparable periods in 2018.  As a percentage of net earned premiums, underwriting expenses were 27.4% in the three month period ended September 30, 2019, compared to 28.0% in the three month period ended September 30, 2018.  For the nine month period ended September 30, 2019, this ratio remained unchanged from the comparable period in 2018 at 28.1%. The slight change in the expense ratio for the three month period ended September 30, 2019 was primarily due to a slight improvement in commission expenses as a percentage of net earned premiums.

NET INVESTMENT INCOME AND REALIZED GAINS (LOSSES)

Investment income decreased slightly during the three month period ended September 30, 2019, and $0.3 million, or 3.9%, during the nine month period ended September 30, 2019, over the comparable periods in 2018. The decrease in investment income during the nine month period ended September 30, 2019 was primarily attributable to a decrease in the equity in earnings from investments in real estate partnerships of $0.2 million over the comparable period in 2018.

The Company had net realized investment losses of $0.4 million during the three month period ended September 30, 2019, compared to net realized investment gains of $0.5 million during the three month period ended September 30, 2018.  The Company had net realized investment gains of $1.6 million during the nine month period ended September 30, 2019, compared to net realized investment gains of $0.8 million during the nine month period ended September 30, 2018. During the three month period ended September 30, 2019, management engaged a new investment advisor to manage the Company’s investment portfolio.  In conjunction with such engagement, management reevaluated the Company’s investment allocations and as a result of the rebalancing of the portfolio, certain securities were sold at a realized loss.  The net realized investment gains during the nine month period ended September 30, 2019 resulted from the disposition of certain of the Company’s investments in equity and fixed maturities.  Management continually evaluates the Company’s investment portfolio and makes adjustments for impairments and/or divests investments as may be determined to be appropriate.

UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES

On January 1, 2018 the Company adopted ASU No. 2016-01, which requires, among other things, investments in equity securities to be measured at fair value at the end of the reporting period, with any changes in fair value reported in net income. As a result of the adoption of ASU No. 2016-01, the Company recognized net unrealized gains on equity securities still held of $1.0 million during the three month period ended September 30, 2019 and unrealized gains on equity securities still held of $1.1 million during the three month period ended September 30, 2018.  The Company recognized net unrealized gains on equity securities still held of $2.1 million during the nine month period ended September 30, 2019 and unrealized gains on equity securities still held of $0.8 million during the nine month period ended September 30, 2018.  Changes in unrealized gains 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 September 30, 2019, and increased $0.1 million, or 8.5%, during the nine month period ended September 30, 2019, over the comparable periods in 2018. Changes in interest expense were primarily due to changes 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 $2.6 million, or 21.9%, during the three month period ended September 30, 2019, and $4.5 million, or 12.0%, during the nine month period ended September 30, 2019, from the comparable periods in 2018. The increase in other expenses was primarily attributable to a $2.0 million and $2.6 million increase in the three month and nine month periods ended September 30, 2019, respectively, in the variable commission accrual in the property and casualty operations.  Also contributing to the increase in other expenses were increased costs associated with the growth of the Medicare supplement line of business. On a consolidated basis, as a percentage of earned premiums, other expenses increased to 31.6% in the three month period ended September 30, 2019 from 27.5% in the three month period ended September 30, 2018.  For the nine month period ended September 30, 2019, this ratio increased to 31.2% from 29.5% in the comparable period in 2018. The increase in the expense ratio during the three month and nine month periods ended September 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 September 30, 2019, the Parent had approximately $16.7 million of unrestricted cash and investments.

The Parent’s insurance subsidiaries reported a statutory net loss of $4.2 million for the nine month period ended September 30, 2019, compared to statutory net loss of $1.0 million for the nine month period ended September 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 September 30, 2019, American Southern had $42.4 million of statutory surplus and Bankers Fidelity had $24.1 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 September 30, 2019, the Parent received dividends of $3.6 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 September 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 September 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 September 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 September 30, 2019, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.3 million.

Cash and cash equivalents increased from $12.6 million at December 31, 2018 to $36.0 million at September 30, 2019. The increase in cash and cash equivalents during the nine month period ended September 30, 2019 was primarily attributable to $31.5 million of net investment sales and maturity of securities exceeding purchases of securities, partially offset by net cash used in operating activities of $7.6 million.

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 September 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.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the 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 the 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 September 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
 
July 1 – July 31, 2019
   
-
   
$
-
     
-
     
325,129
 
August 1 – August 31, 2019
   
-
     
-
     
-
     
325,129
 
September 1 – September 30, 2019
   
-
     
-
     
-
     
325,129
 
Total
   
-
   
$
-
     
-
         

Item 6. Exhibits

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


ATLANTIC AMERICAN CORPORATION

(Registrant)





Date: November 12, 2019
By:
/s/ J. Ross Franklin



J. Ross Franklin


Vice President and Chief Financial Officer


(Principal Financial and Accounting Officer)


-31-
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