Atlantic American Corp 10-Q for FY2022 Q1
Atlantic American Corp (AAME)
10-Q
2022-05-11
For: 2022-03-31
View Original
Added on
April 09, 2026
About this 10-Q
Atlantic American Corp filed this 10-Q on May 11, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).
Headline figures
Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $51.61M
- up 5.2% from $49.08M a year earlier
- Net income
- $2.84M
- compared with a net loss of $431K a year earlier
- Diluted EPS
- $0.13
- compared with -$0.03 a year earlier
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
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For the quarterly period ended March 31, 2022
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 0-3722
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(404 ) 266-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting
company ☑ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☑
The total number of shares of the registrant’s Common Stock, $1 par value, outstanding on April 30, 2022 was 20,403,576 .
ATLANTIC AMERICAN CORPORATION
| Forward-Looking Statements |
2 | |
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Part I.
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Item 1.
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3
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3
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4
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5
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6
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7
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8
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Item 2.
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18 | |
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Item 4.
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23
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Part II.
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Other Information
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Item 2.
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24
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Item 6.
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24
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| 25 |
This report contains and references certain information that constitutes forward-looking statements as that term is defined in the
federal securities laws. Forward-looking statements are all statements other than those of historical fact. Such forward-looking statements are made based upon management’s current assessments of various risks and uncertainties, as well as
assumptions made in accordance with the “safe harbor” provisions of the federal securities laws. Forward-looking statements are inherently subject to various risks and uncertainties and the Company’s actual results could differ materially from
the results expressed in or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021 and other subsequent filings made by the Company from time to time with the Securities and Exchange Commission. In addition, other risks and uncertainties not known by us, or that we currently determine to not be material,
may materially adversely affect our financial condition, results of operations or cash flows. The Company undertakes no obligation to update any forward-looking statement as a result of subsequent developments, changes in underlying assumptions
or facts, or otherwise, except as may be required by law.
ATLANTIC AMERICAN CORPORATION
(In thousands, except share and per share data)
|
Unaudited
March 31,
2022
|
December 31,
2021
|
|||||||
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ASSETS
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||||||||
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Cash and cash equivalents
|
$
|
|
$
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|
||||
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Investments:
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||||||||
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Fixed maturities, available-for-sale, at fair value (amortized cost: $
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||||||
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Equity securities, at fair value (cost: $
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||||||
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Other invested assets (cost: $
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||||||
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Policy loans
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||||||
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Real estate
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||||||
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Investment in unconsolidated trusts
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||||||
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Total investments
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||||||
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Receivables:
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||||||||
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Reinsurance
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||||||
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Insurance premiums and other (net of allowance for doubtful accounts: $
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|
||||||
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Deferred income taxes, net
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||||||
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Deferred acquisition costs
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|
||||||
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Other assets
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||||||
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Intangibles
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||||||
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Total assets
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$
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|
$
|
|
||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
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Insurance reserves and policyholder funds:
|
||||||||
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Future policy benefits
|
$
|
|
$
|
|
||||
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Unearned premiums
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|
|
||||||
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Losses and claims
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|
|
||||||
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Other policy liabilities
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||||||
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Total insurance reserves and policyholder funds
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|
|
||||||
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Accounts payable and accrued expenses
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|
||||||
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Junior subordinated debenture obligations, net
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|
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||||||
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Total liabilities
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|
|
||||||
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Commitments and contingencies (Note 11)
|
||||||||
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Shareholders’ equity:
|
||||||||
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Preferred stock, $
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|
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||||||
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Common stock, $
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|
|
||||||
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Additional paid-in capital
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|
||||||
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Retained earnings
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|
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||||||
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Accumulated other comprehensive income
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|
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||||||
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Unearned stock grant compensation
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(
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)
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(
|
)
|
||||
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Treasury stock, at cost:
|
(
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)
|
(
|
)
|
||||
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Total shareholders’ equity
|
|
|
||||||
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Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; In thousands, except per share data)
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Revenue:
|
||||||||
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Insurance premiums, net
|
$
|
|
$
|
|
||||
|
Net investment income
|
|
|
||||||
|
Realized investment gains (losses), net
|
(
|
)
|
|
|||||
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Unrealized gains on equity securities, net
|
|
|
||||||
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Other income
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|
|
||||||
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Total revenue
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|
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||||||
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Benefits and expenses:
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||||||||
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Insurance benefits and losses incurred
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||||||
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Commissions and underwriting expenses
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||||||
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Interest expense
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||||||
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Other expense
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||||||
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Total benefits and expenses
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|
||||||
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Income (loss) before income taxes
|
|
(
|
)
|
|||||
|
Income tax expense (benefit)
|
|
(
|
)
|
|||||
|
Net income (loss)
|
|
(
|
)
|
|||||
|
Preferred stock dividends
|
(
|
)
|
(
|
)
|
||||
|
Net income (loss) applicable to common shareholders
|
$
|
|
$
|
(
|
)
|
|||
|
Earnings (loss) per common share (basic)
|
$
|
|
$ | ( |
) | |||
| Earnings (loss) per common share (diluted) | $ | $ | ( |
) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited; In thousands)
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
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Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Other comprehensive loss:
|
||||||||
|
Available-for-sale fixed maturity securities:
|
||||||||
|
Gross unrealized holding loss arising in the period
|
(
|
)
|
(
|
)
|
||||
|
Related income tax effect
|
|
|
||||||
|
Subtotal
|
(
|
)
|
(
|
)
|
||||
|
Less: reclassification adjustment for net realized (gains) losses included in net income (loss)
|
|
(
|
)
|
|||||
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Related income tax effect
|
(
|
)
|
|
|||||
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Subtotal
|
|
(
|
)
|
|||||
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Total other comprehensive loss, net of tax
|
(
|
)
|
(
|
)
|
||||
|
Total comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(Unaudited; In thousands except share and per share data)
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Preferred stock:
|
||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
||||
|
Balance, end of period
|
|
|
||||||
|
Common stock:
|
||||||||
|
Balance, beginning of period
|
|
|
||||||
|
Balance, end of period
|
|
|
||||||
|
Additional paid-in capital:
|
||||||||
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Balance, beginning of period
|
|
|
||||||
|
Restricted stock grants, net of forfeitures
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|
|
||||||
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Issuance of shares under stock plans
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|
|
||||||
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Balance, end of period
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|
||||||
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Retained earnings:
|
||||||||
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Balance, beginning of period
|
|
|
||||||
|
Net income (loss)
|
|
(
|
)
|
|||||
|
Dividends on common stock
|
(
|
)
|
(
|
)
|
||||
|
Dividends accrued on preferred stock
|
(
|
)
|
(
|
)
|
||||
|
Balance, end of period
|
|
|
||||||
|
Accumulated other comprehensive income:
|
||||||||
|
Balance, beginning of period
|
|
|
||||||
|
Other comprehensive loss, net of tax
|
(
|
)
|
(
|
)
|
||||
|
Balance, end of period
|
|
|
||||||
|
Unearned Stock Grant Compensation:
|
||||||||
|
Balance, beginning of period
|
(
|
)
|
(
|
)
|
||||
|
Restricted stock grants, net of forfeitures
|
(
|
)
|
|
|||||
|
Amortization of unearned compensation
|
|
|
||||||
|
Balance, end of period
|
(
|
)
|
(
|
)
|
||||
|
Treasury Stock:
|
||||||||
|
Balance, beginning of period
|
(
|
)
|
(
|
)
|
||||
|
Restricted stock grants, net of forfeitures
|
|
|
||||||
|
Issuance of shares under stock plans
|
|
|
||||||
|
Balance, end of period
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ equity
|
$
|
|
$
|
|
||||
|
Dividends declared on common stock per share
|
$
|
|
$
|
|
||||
|
Common shares outstanding:
|
||||||||
|
Balance, beginning of period
|
||||||||
|
Issuance of shares under stock plans
|
||||||||
|
Restricted stock grants, net of forfeitures
|
||||||||
| Balance, end of period | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(Unaudited; In thousands)
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
|
(Additions to) amortization of acquisition costs, net
|
(
|
)
|
|
|||||
|
Realized investment losses (gains), net
|
|
(
|
)
|
|||||
|
Unrealized gains on equity securities, net
|
(
|
)
|
(
|
)
|
||||
| Earnings from equity method investees |
( |
) | ||||||
|
Compensation expense related to share awards
|
|
|
||||||
|
Depreciation and amortization
|
|
|
||||||
|
Deferred income tax expense (benefit)
|
|
(
|
)
|
|||||
|
Decrease in receivables, net
|
|
|||||||
|
Decrease in insurance reserves and policyholder funds
|
(
|
)
|
(
|
)
|
||||
|
Decrease in accounts payable and accrued expenses
|
(
|
)
|
(
|
)
|
||||
|
Other, net
|
|
(
|
)
|
|||||
|
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Proceeds from investments sold
|
|
|
||||||
|
Proceeds from investments matured, called or redeemed
|
|
|
||||||
|
Investments purchased
|
(
|
)
|
(
|
)
|
||||
|
Additions to property and equipment
|
(
|
)
|
(
|
)
|
||||
|
Net cash (used in) provided by investing activities
|
(
|
)
|
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from shares issued under stock plans
|
|
|
||||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net (decrease) increase in cash and cash equivalents
|
(
|
)
|
|
|||||
|
Cash and cash equivalents at beginning of period
|
|
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
|
$
|
|
||||
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
|
Cash paid for interest
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(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, 2021
(the “2021 Annual Report”). The Company’s financial condition and results of operations and cash flows as of and for the three month period ended March 31, 2022 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, 2022 or for any other future period.
The
Company’s significant accounting policies have not changed materially from those set out in the 2021 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
|
Future
Adoption of New Accounting Standards
For more information regarding accounting
standards that the Company has not yet adopted, see the “Recently Issued Accounting Standards - Future Adoption of New Accounting Standards” section of Note 1 of Notes to Consolidated Financial Statements in the 2021 Annual Report.
| Note 3. |
Investments
|
The
following tables set forth the estimated fair value, gross unrealized gains, gross unrealized losses and cost or amortized cost of the Company’s investments in fixed maturities and equity securities, aggregated by type and industry, as of March 31, 2022 and December 31, 2021.
Fixed
maturities were comprised of the following:
|
March 31, 2022
|
||||||||||||||||
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities:
|
||||||||||||||||
|
Utilities and telecom
|
|
|
|
|
||||||||||||
|
Financial services
|
|
|
|
|
||||||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total corporate securities
|
|
|
|
|
||||||||||||
|
Redeemable preferred stocks:
|
||||||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total redeemable preferred stocks
|
|
|
|
|
||||||||||||
|
Total fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
December 31, 2021
|
||||||||||||||||
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities:
|
||||||||||||||||
|
Utilities and telecom
|
|
|
|
|
||||||||||||
|
Financial services
|
|
|
|
|
||||||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total corporate securities
|
|
|
|
|
||||||||||||
|
Redeemable preferred stocks:
|
||||||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total redeemable preferred stocks
|
|
|
|
|
||||||||||||
|
Total fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Bonds
having an amortized cost of $10,879 and $11,169
and included in the tables above were on deposit with insurance regulatory authorities as of March 31, 2022 and December 31, 2021, respectively, in accordance with statutory requirements. Additionally, bonds having an amortized cost of $4,762 and $5,371 and included in the
tables above were pledged as collateral to the Federal Home Loan Bank of Atlanta (“FHLB”) at March 31, 2022 and December 31, 2021, respectively.
Equity
securities were comprised of the following:
|
March 31, 2022
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Cost or
Amortized
Cost
|
|||||||||||||
|
Equity securities:
|
||||||||||||||||
|
Common and non-redeemable preferred stocks:
|
||||||||||||||||
|
Financial services
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Total equity securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
December 31, 2021
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Cost or
Amortized
Cost
|
|||||||||||||
|
Equity securities:
|
||||||||||||||||
|
Common and non-redeemable preferred stocks:
|
||||||||||||||||
|
Financial services
|
$
|
|
|
|
|
|||||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Total equity securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The carrying value and amortized cost of the Company’s
investments in fixed maturities at March 31, 2022 and December 31, 2021 by contractual maturity were as follows. Actual maturities may differ from contractual maturities because issuers may call or prepay obligations with or without call or
prepayment penalties.
|
March 31, 2022
|
December 31, 2021
|
|||||||||||||||
|
Carrying
Value
|
Amortized
Cost
|
Carrying
Value
|
Amortized
Cost
|
|||||||||||||
|
Due in one year or less
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Due after one year through five years
|
|
|
|
|
||||||||||||
|
Due after five years through ten years
|
|
|
|
|
||||||||||||
|
Due after ten years
|
|
|
|
|
||||||||||||
|
Asset backed securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following tables present the Company’s unrealized loss
aging for securities by type and length of time the security was in a continuous unrealized loss position as of March 31, 2022 and December 31, 2021.
|
March 31, 2022
|
||||||||||||||||||||||||
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
| Obligations of states and political subdivisions |
||||||||||||||||||||||||
|
Corporate securities
|
|
|
|
|
|
|
||||||||||||||||||
|
Total temporarily impaired securities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
December 31, 2021
|
||||||||||||||||||||||||
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
|
|
||||||||||||||||||
|
Total temporarily impaired securities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
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
As
of March 31, 2022 and December 31, 2021, there were 141 and 61 securities, respectively, in an unrealized loss position which primarily included certain of the Company’s investments in fixed maturities within the utilities and telecom, financial
services, other diversified business and other diversified consumer sectors. The increase in the number of securities in an unrealized loss position during the three month period ended March 31, 2022, was primarily attributable to a decline in
market values in certain of the Company’s fixed maturity securities as a result of a rising 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 March 31, 2022.
The following table is a summary of realized investment gains
(losses) for the three month period ended March 31, 2022 and 2021.
|
Three Months Ended
March 31, 2022
|
||||||||||||||||
|
Fixed
Maturities
|
Equity
Securities
|
Other
Invested
Assets
|
Total
|
|||||||||||||
|
Gains
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Losses
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Realized investment losses, net
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
||||||
|
Three Months Ended
March 31, 2021
|
||||||||||||||||
|
Fixed
Maturities
|
Equity
Securities
|
Other
Invested
Assets
|
Total
|
|||||||||||||
|
Gains
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Losses
|
|
|
|
|
||||||||||||
|
Realized investment gains, net
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table presents the portion of unrealized gains
related to equity securities still held for the three month period ended March 31, 2022 and 2021.
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021 | |||||||
|
Net realized and unrealized gains recognized during the period on equity securities
|
$
|
|
$
|
|
||||
|
Less: Net realized gains recognized during the period on equity securities sold during the period
|
|
|
||||||
|
Unrealized gains recognized during the reporting period on equity securities, net
|
$
|
|
$
|
|
||||
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 $420
and $198 as of March 31, 2022 and December 31, 2021, respectively. The Company’s VIE interests, carried as a part of investment in
unconsolidated trusts, totaled $1,238
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 $1,658 and $1,436 , as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the Company had outstanding commitments
totaling $12,777 and $1,997 ,
respectively, whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new investments and partnership expenses.
| Note 4. |
Fair Values of Financial Instruments
|
The
estimated fair values have been determined by the Company using available market information from various market sources and appropriate valuation methodologies as of the respective dates. However, considerable judgment is necessary to interpret
market data and to develop the estimates of fair value. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, the estimates presented herein are not necessarily indicative of the amounts
which the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The
following describes the fair value hierarchy and provides information as to the extent to which the Company uses fair value to measure the value of its financial instruments and information about the inputs used to value those financial
instruments. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three broad levels.
| Level 1 |
Observable inputs that reflect
quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. The Company’s financial instruments valued using Level 1 criteria include cash equivalents 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.
Treasury securities, U.S. Government securities, obligations of states and political subdivisions, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In determining fair value measurements of its fixed
maturities and non-redeemable preferred stocks using Level 2 criteria, the Company utilizes data from outside sources, including nationally recognized pricing services and broker/dealers. Prices for the majority of the Company’s Level 2
fixed maturities and non-redeemable preferred stocks were determined using unadjusted prices received from pricing services that utilize models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment
speeds, default rates, loss severities) or can be corroborated by observable market data.
|
| Level 3 |
Valuations
that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). Fair value is based on criteria that use assumptions or other data that are not readily observable from
objective sources. With little or no observable market, the determination of fair values uses considerable judgment and represents the Company’s best estimate of an amount that could be realized in a market exchange for the asset or
liability. The Company’s financial instruments valued using Level 3 criteria consist of two fixed maturity securities and one equity security. As of March 31, 2022 and December 31, 2021, the value of the fixed maturities valued using
Level 3 criteria was $
|
As
of March 31, 2022, 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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Cash equivalents
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
As
of December 31, 2021, 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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Cash equivalents
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table sets forth the
carrying amount, estimated fair value and level within the fair value hierarchy of the Company’s financial instruments as of March 31, 2022
and December 31, 2021.
|
March 31, 2022
|
December 31, 2021
|
|||||||||||||||||
|
Level in Fair
Value
Hierarchy (1)
|
Carrying
Amount
|
Estimated
Fair Value
|
Carrying
Amount
|
Estimated
Fair Value
|
||||||||||||||
|
Assets:
|
||||||||||||||||||
|
Cash and cash equivalents
|
Level 1
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
|
Fixed maturities
|
|
(1) |
|
|
|
|
||||||||||||
|
Equity securities
|
(1)
|
|
|
|
|
|||||||||||||
|
Other invested assets
|
Level 3
|
|
|
|
|
|||||||||||||
|
Policy loans
|
Level 2
|
|
|
|
|
|||||||||||||
|
Investment in unconsolidated trusts
|
Level 2
|
|
|
|
|
|||||||||||||
|
Liabilities:
|
||||||||||||||||||
|
Junior subordinated debentures, net
|
Level 2
|
|
|
|
|
|||||||||||||
| (1) |
|
| Note 5. |
Insurance Reserves for Losses and Claims
|
The
roll-forward of insurance reserves for losses and claims for the three months ended March 31, 2022 and 2021 is as follows:
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
| Beginning insurance reserves for losses and claims, gross |
$
|
|
$
|
|
||||
|
Less: Reinsurance recoverable on unpaid losses
|
(
|
)
|
(
|
)
|
||||
|
Beginning insurance reserves for losses and claims, net
|
|
|
||||||
|
Incurred related to:
|
||||||||
|
Current accident year
|
|
|
||||||
|
Prior accident year development (1)
|
( |
)(2) |
|
(3)
|
||||
|
Total incurred
|
|
|
||||||
|
Paid related to:
|
||||||||
|
Current accident year
|
|
|
||||||
|
Prior accident years
|
|
|
||||||
|
Total paid
|
|
|
||||||
|
Ending insurance reserves for losses and claims, net
|
|
|
||||||
|
Plus: Reinsurance recoverable on unpaid losses
|
|
|
||||||
|
Ending insurance reserves for losses and claims, gross
|
$
|
|
$
|
|
||||
| (1) |
|
| (2) |
|
| (3) |
|
Following is a reconciliation of total incurred losses to total
insurance benefits and losses incurred:
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Total incurred losses
|
$
|
|
$
|
|
||||
|
Cash surrender value and matured endowments
|
|
|
||||||
|
Benefit reserve changes
|
(
|
)
|
(
|
)
|
||||
|
Total insurance benefits and losses incurred
|
$
|
|
$
|
|
||||
| Note 6. |
Credit
Arrangements
|
The Company is preparing for the expected discontinuation of LIBOR by identifying, assessing and monitoring risks
associated with LIBOR transition. Preparation includes taking steps to update operational processes to support alternative reference rates and models, as well as evaluating legacy contracts for any changes that may be required, including the
determination of applicable fallbacks.
Bank Debt
On May 12, 2021, the Company entered into a Revolving Credit Agreement (the “Credit
Agreement”) with Truist Bank as the lender (the “Lender”). The Credit Agreement provides for an unsecured $10 million revolving credit
facility that matures on April 12, 2024 . Under the Credit Agreement, the Company will pay interest on the unpaid principal balance of
outstanding revolving loans at the LIBOR Rate (as defined in the Credit Agreement) plus 2.00 %, subject to a LIBOR floor rate of 1.00 %.
The Credit Agreement requires the Company to comply with certain covenants,
including a debt to capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds 35 % of the
Company’s consolidated capitalization at any time. The Credit Agreement also contains customary representations and warranties and events of default. Events of default include, among others, (a) the failure by the Company to pay any amounts owed
under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence of bankruptcy or insolvency events. Upon an event of default, the Lender may,
among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of March 31, 2022, the Company does no t have any outstanding borrowings under the Credit Agreement.
Junior Subordinated Debentures
The Company has two unconsolidated Connecticut statutory business trusts, which exist for the exclusive purposes of: (i) issuing trust preferred securities (“Trust
Preferred Securities”) representing undivided beneficial interests in the assets of the trusts; (ii) investing the gross proceeds of the Trust Preferred Securities in junior subordinated deferrable interest debentures (“Junior Subordinated
Debentures”) of Atlantic American; and (iii) engaging in those activities necessary or incidental thereto.
The financial structure of each of
Atlantic American Statutory Trust I and II as of March 31, 2022 was as follows:
|
Atlantic American
Statutory Trust I
|
Atlantic American
Statutory Trust II
|
|||||||
|
JUNIOR SUBORDINATED DEBENTURES (1) (2)
|
||||||||
|
Principal amount owed March 31, 2022
|
$
|
|
$
|
|
||||
|
Less: Treasury debt (3)
|
|
(
|
)
|
|||||
|
Net balance March 31, 2022
|
$
|
|
$
|
|
||||
|
Net balance December 31, 2021
|
$
|
|
$
|
|
||||
|
Coupon rate
|
|
|
||||||
|
Interest payable
|
|
|
||||||
| Maturity date | ||||||||
|
Redeemable by issuer
|
|
|
||||||
|
TRUST PREFERRED SECURITIES
|
||||||||
|
Issuance date
|
|
|
||||||
|
Securities issued
|
|
|
||||||
|
Liquidation preference per security
|
$
|
|
$
|
|
||||
|
Liquidation value
|
$
|
|
$
|
|
||||
|
Coupon rate
|
|
|
||||||
|
Distribution payable
|
|
|
||||||
|
Distribution guaranteed by (4)
|
|
|
||||||
| (1) |
|
| (2) |
|
| (3) |
|
| (4) |
|
|
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
March 31, 2022
|
||||||||||||
|
Income
|
Weighted
Average
Shares
(In thousands)
|
Per Share
Amount
|
||||||||||
|
Basic Earnings Per Common Share:
|
||||||||||||
|
Net income
|
$
|
|
|
|||||||||
|
Less preferred stock dividends
|
(
|
)
|
—
|
|||||||||
|
Net income applicable to common shareholders
|
|
|
$
|
|
||||||||
| Diluted Earnings Per Common Share: |
||||||||||||
| Effect of Series D preferred stock |
||||||||||||
|
Net income applicable to common shareholders
|
$ | $ | ||||||||||
|
Three Months Ended
March 31, 2021
|
||||||||||||
|
|
Loss
|
Weighted
Average
Shares
(In thousands)
|
Per Share
Amount
|
|||||||||
|
Basic and Diluted Loss Per Common Share:
|
||||||||||||
|
Net loss
|
$
|
(
|
)
|
|
||||||||
|
Less preferred stock dividends
|
(
|
)
|
—
|
|||||||||
|
Net loss applicable to common shareholders
|
$
|
(
|
)
|
|
(
|
)
|
||||||
The assumed conversion of the Company’s Series D preferred stock was excluded from the loss per common share calculation for three month period ended
March 31, 2021 since its impact would have been antidilutive.
Note 8. Equity Incentive Plan
On May 1, 2012, the Company’s shareholders approved the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan
authorizes the grant of up to 2,000,000 stock options, stock appreciation rights, restricted shares, restricted stock units, performance
shares, performance units and other awards for the purpose of providing the Company’s non-employee directors, consultants, officers and other employees incentives and rewards for superior performance. During the three month period ended March 31,
2022, a total of 25,000 restricted shares, with an estimated fair value of $69 were issued under the 2012 Plan. During 2021, there were no restricted
shares issued under the 2012 Plan. The estimated fair value of the restricted shares issued under the 2012 Plan for 2022 and 2021 was based on the common stock price at date of grant. Stock grants are generally issued from treasury shares. Vesting
of restricted shares generally occurs after a to three year period. The Company accounts for forfeitures as they occur. There were no 910,200
and 935,200 , respectively.
| Note 9. |
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
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Federal income tax provision at statutory rate of
|
$
|
|
$
|
(
|
)
|
|||
|
Dividends-received deduction
|
(
|
)
|
(
|
)
|
||||
| Meals and entertainment |
||||||||
|
Parking disallowance
|
|
|
||||||
| Penalties and fines |
||||||||
|
Income tax expense (benefit)
|
$
|
|
$
|
(
|
)
|
|||
The components of income tax expense (benefit) were:
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Current – Federal
|
$
|
|
$
|
|
||||
|
Deferred – Federal
|
|
(
|
)
|
|||||
|
Total
|
$
|
|
$
|
(
|
)
|
|||
| Note 10. |
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 through 2026. The original term of the second lease was ten years
and amended in January 2017 to provide for an additional seven years , with a termination date on September 30, 2026. The rate used in
determining the present value of lease payments is based upon an estimate of the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease.
These leases are accounted for as operating leases, whereby
lease expense is recognized on a straight-line basis over the term of the lease. Lease expense reported for the three months ended March 31, 2022 and March 31, 2021 was $254
Additional information regarding the Company’s real estate
operating leases is as follows:
|
Three Months Ended
March 31,
|
||||||||
|
Other information on operating leases:
|
2022
|
2021
|
||||||
|
Cash payments included in the measurement of lease
liabilities reported in operating cash flows
|
$
|
|
$
|
|
||||
|
Right-of-use assets included in on the condensed consolidated balance sheet
|
|
|
||||||
|
Weighted average discount rate
|
|
%
|
|
%
|
||||
|
Weighted average remaining lease term in years
|
|
|
||||||
The following table presents maturities and present value of
the Company’s lease liabilities:
| Lease Liability |
||||
|
Remainder of 2022
|
$
|
|
||
|
2023
|
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
Thereafter
|
|
|||
|
Total undiscounted lease payments
|
|
|||
|
Less: present value adjustment
|
|
|||
|
Operating lease liability included in on the condensed consolidated balance sheet
|
$
|
|
||
As of March 31, 2022, the Company has no operating leases that
have not yet commenced.
| Note 11. |
Commitments and Contingencies
|
Litigation
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 business. 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.
Regulatory Matters
Like all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and supervision in the jurisdictions in which they do business.
Statutes typically delegate regulatory, supervisory, and administrative powers to state insurance commissioners. From time to time, and in the ordinary course of business, the Company receives notices and inquiries from state insurance
departments with respect to various matters.
In November 2021, the Company was made aware by a state regulatory authority of alleged violations relating to certain sales of insurance policies and that the Company
may be subject to regulatory action, including fines. Subsequent to March 31, 2022, the Company agreed to settle the matter through a consent order which included a penalty that has been recorded as a liability in the financial statements as of
March 31, 2022.
| Note 12. |
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 2022 and 2021.
|
Assets
|
March 31,
2022
|
December 31,
2021
|
||||||
|
American Southern
|
$
|
|
$
|
|
||||
|
Bankers Fidelity
|
|
|
||||||
|
Corporate and Other
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
Three Months Ended
March 31,
|
||||||||
| Revenues |
2022
|
2021
|
||||||
|
American Southern
|
$
|
|
$
|
|
||||
|
Bankers Fidelity
|
|
|
||||||
|
Corporate and Other
|
|
|
||||||
|
Total revenue
|
$
|
|
$
|
|
||||
|
Three Months Ended
March 31,
|
||||||||
|
Income (Loss) Before Income Taxes
|
2022
|
2021
|
||||||
|
American Southern
|
$
|
|
$
|
|
||||
|
Bankers Fidelity
|
|
|
||||||
|
Corporate and Other
|
(
|
)
|
(
|
)
|
||||
|
Income (loss) before income taxes
|
$
|
|
$
|
(
|
)
|
|||
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
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 three month period ended March 31, 2022. This discussion should be read in conjunction with the unaudited condensed 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, 2021 (the “2021 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 2021 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 2021 Annual Report.
Overall Corporate Results
The following presents the Company’s revenue, expenses and net income (loss) for the three month period ended March 31, 2022 and the comparable period in 2021:
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Insurance premiums, net
|
$
|
47,081
|
$
|
46,090
|
||||
|
Net investment income
|
2,340
|
2,113
|
||||||
|
Realized investment gains (losses), net
|
(10
|
)
|
121
|
|||||
|
Unrealized gains on equity securities, net
|
2,193
|
744
|
||||||
|
Other income
|
4
|
7
|
||||||
|
Total revenue
|
51,608
|
49,075
|
||||||
|
Insurance benefits and losses incurred
|
31,169
|
33,272
|
||||||
|
Commissions and underwriting expenses
|
12,836
|
12,564
|
||||||
|
Interest expense
|
354
|
346
|
||||||
|
Other expense
|
3,453
|
3,440
|
||||||
|
Total benefits and expenses
|
47,812
|
49,622
|
||||||
|
Income (loss) before income taxes
|
$
|
3,796
|
$
|
(547
|
)
|
|||
|
Net income (loss)
|
$
|
2,842
|
$
|
(431
|
)
|
|||
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 income (loss) for the three month period ended March 31, 2022 and the comparable period in 2021 is as follows:
|
Three Months Ended
March 31,
|
||||||||
|
Reconciliation of Non-GAAP Financial Measure
|
2022
|
2021
|
||||||
|
(In thousands)
|
||||||||
|
Net income (loss)
|
$
|
2,842
|
$
|
(431
|
)
|
|||
|
Income tax expense (benefit)
|
954
|
(116
|
)
|
|||||
|
Realized investment (gains) losses, net
|
10
|
(121
|
)
|
|||||
|
Unrealized gains on equity securities, net
|
(2,193
|
)
|
(744
|
)
|
||||
|
Non-GAAP operating income (loss)
|
$
|
1,613
|
$
|
(1,412
|
)
|
|||
On a consolidated basis, the Company had net income of $2.8 million, or $0.13 per diluted share, for the three month period ended March 31, 2022, compared to net loss of $0.4 million, or $0.03
per diluted share, for the three month period ended March 31, 2021. Premium revenue for the three month period ended March 31, 2022 increased $1.0 million, or 2.2%, to $47.1 million from $46.1 million in the three month period ended March 31,
2021. The increase in premium revenue was primarily attributable to an increase in the automobile physical damage line of business in the property and casualty operations. Also contributing to this increase in premium revenue was an increase
in the life insurance premiums in the life and health operations.
Operating income increased $3.0 million in the three month period ended March 31, 2022 from the three month period ended March 31, 2021. The increase in operating income was primarily due to
favorable loss experience in the property and casualty operations due to a decrease in the frequency and severity of claims within the automobile physical damage line of business. Also contributing to the increase in operating income was
favorable loss experience in the life and health operations, primarily as a result of an increase in earned premium within the group lines of business.
A more detailed analysis of the individual operating segments and other corporate activities follows.
American Southern
The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month period ended March 31, 2022 and the comparable period in 2021:
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Gross written premiums
|
$
|
11,558
|
$
|
11,462
|
||||
|
Ceded premiums
|
(1,617
|
)
|
(1,684
|
)
|
||||
|
Net written premiums
|
$
|
9,941
|
$
|
9,778
|
||||
|
Net earned premiums
|
$
|
17,343
|
$
|
16,615
|
||||
|
Insurance benefits and losses incurred
|
10,478
|
11,749
|
||||||
|
Commissions and underwriting expenses
|
5,943
|
4,286
|
||||||
|
Underwriting income
|
$
|
922
|
$
|
580
|
||||
|
Loss ratio
|
60.4
|
%
|
70.7
|
%
|
||||
|
Expense ratio
|
34.3
|
25.8
|
||||||
|
Combined ratio
|
94.7
|
%
|
96.5
|
%
|
||||
Gross written premiums at American Southern increased $0.1 million, or 0.8%, during the three month period ended March 31, 2022 from the comparable period in 2021. The increase in gross written
premiums was primarily attributable to an increase in premiums written in the automobile physical damage line of business from existing agencies, as well as increases in the surety line of business. Partially offsetting the increase in gross
written premiums was a decrease in premiums written in the auto liability line of business and retro premium adjustments.
Ceded premiums decreased $0.1 million, or 4.0%, during the three month period ended March 31, 2022 from the comparable period in 2021. The decrease in ceded premiums in 2022 was primarily due
to a decrease in ceding rates for two large programs in the auto liability line of business.
The following presents American Southern’s net earned premiums by line of business for the three month period ended March 31, 2022 and the comparable period in 2021:
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Automobile liability
|
$
|
7,625
|
$
|
7,737
|
||||
|
Automobile physical damage
|
6,023
|
5,534
|
||||||
|
General liability
|
1,429
|
1,253
|
||||||
|
Surety
|
1,465
|
1,317
|
||||||
|
Other lines
|
801
|
774
|
||||||
|
Total
|
$
|
17,343
|
$
|
16,615
|
||||
Net earned premiums increased $0.7 million, or 4.4%, during the three month period ended March 31, 2022 over the comparable period in 2021. The increase in net earned premiums was primarily
attributable to an increase in automobile physical damage coverage resulting from existing agencies 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).
Insurance benefits and losses incurred at American Southern decreased $1.3 million, or 10.8%, during the three month period ended March 31, 2022 over the comparable period in 2021. As a
percentage of earned premiums, insurance benefits and losses incurred were 60.4% in the three month period ended March 31, 2022, compared to 70.7% in the three month period ended March 31, 2021. The decrease in the loss ratio during the three
month period ended March 31, 2022 was primarily due to a decrease in the frequency and severity of claims in the automobile physical damage line of business, as well as in the inland marine segment of the other line of business.
Commissions and underwriting expenses increased $1.7 million, or 38.7%, during the three month period ended March 31, 2022, over the comparable period in 2021. As a percentage of earned
premiums, underwriting expenses were 34.3% in the three month period ended March 31, 2022, compared to 25.8% in the three month period ended March 31, 2021. The increase in the expense ratio during the three month period ended March 31, 2022
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 period ended
March 31, 2022, variable commissions at American Southern increased by $1.1 million from the comparable period in 2021 due to more favorable loss experience from accounts subject to variable commissions.
Bankers Fidelity
The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month period ended March 31, 2022 and the comparable period in 2021:
|
Three Months Ended
March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Medicare supplement
|
$
|
37,971
|
$
|
40,992
|
||||
|
Other health products
|
2,973
|
2,387
|
||||||
|
Life insurance
|
4,517
|
2,887
|
||||||
|
Gross earned premiums
|
45,461
|
46,266
|
||||||
|
Ceded premiums
|
(15,723
|
)
|
(16,791
|
)
|
||||
|
Net earned premiums
|
29,738
|
29,475
|
||||||
|
Insurance benefits and losses incurred
|
20,691
|
21,523
|
||||||
|
Commissions and underwriting expenses
|
8,746
|
9,885
|
||||||
|
Total expenses
|
29,437
|
31,408
|
||||||
|
Underwriting income (loss)
|
$
|
301
|
$
|
(1,933
|
)
|
|||
|
Loss ratio
|
69.6
|
%
|
73.0
|
%
|
||||
|
Expense ratio
|
29.4
|
33.5
|
||||||
|
Combined ratio
|
99.0
|
%
|
106.5
|
%
|
||||
Net earned premium revenue at Bankers Fidelity increased $0.3 million, or 0.9%, during the three month period ended March 31, 2022, from the comparable period in 2021. Gross earned premiums
from the Medicare supplement line of business decreased $3.0 million, or 7.4%, during the three month period ended March 31, 2022, due primarily to non-renewals exceeding the level of new business writings. Other health product premiums
increased $0.6 million, or 24.5%, during the three month period ended March 31, 2022, over the comparable period in 2021, primarily as a result of new sales of the company’s group health products. Gross earned premiums from the life insurance
line of business increased $1.6 million, or 56.5%, during the three month period ended March 31, 2022 over the comparable period in 2021 due to an increase in the group life products premium. Partially offsetting the increase in gross earned
premiums from the life insurance line was a decrease in individual life products premium, resulting from the redemption and settlement of existing individual life policy obligations exceeding the level of new individual life sales. Premiums
ceded decreased $1.1 million, or 6.4%, during the three month period ended March 31, 2022, from the comparable period in 2021. The decrease in ceded premiums for the three month period ended March 31, 2022 was due to a decrease in Medicare
supplement premiums subject to reinsurance.
Insurance benefits and losses incurred decreased $0.8 million, or 3.9%, during the three month period ended March 31, 2022, from the comparable period in 2021. As a percentage of earned
premiums, insurance benefits and losses incurred were 69.6% in the three month period ended March 31, 2022, compared to 73.0% in the three month period ended March 31, 2021. The decrease in the loss ratio for the three month period ended March
31, 2022 was primarily due to a decrease in the number of incurred claims within the Medicare supplement line of business.
Commissions and underwriting expenses decreased $1.1 million, or 11.5%, during the three month period ended March 31, 2022, over the comparable period in 2021. As a percentage of earned
premiums, underwriting expenses were 29.4% in the three month period ended March 31, 2022, compared to 33.5% in the three month period ended March 31, 2021. The decrease in the expense ratio for the three month period ended March 31, 2022 was
primarily due to the level of additions to deferred acquisition costs (“DAC”) exceeding the amortization of DAC.
Net Investment Income and Realized Gains
Investment income increased $0.2 million, or 10.7%, during the three month period ended March 31, 2022, from the comparable period in 2021. The increase in investment income was attributable to
an increase in the equity in earnings from investments in the Company’s limited partnerships and limited liability companies of $0.1 million.
The Company had net realized investment losses of $0.01 million during the three month period ended March 31, 2022, compared to net realized investment gains of $0.1 million during the three
month period ended March 31, 2021. The net realized investment losses during the three month period ended March 31, 2022 resulted primarily from the redemption of the Company’s investment in a fixed maturity. The net realized investment gains
during the three month period ended March 31, 2021 resulted primarily from the disposition of several of the Company’s investments in fixed maturities. Management continually evaluates the Company’s investment portfolio and makes adjustments
for impairments and/or divests investments as may be determined to be appropriate.
Unrealized Gains on Equity Securities
Investments in equity securities are measured at fair value at the end of the reporting period, with any changes in fair value reported in net income during the period. The Company recognized
net unrealized gains on equity securities of $2.2 million during the three month period ended March 31, 2022 and unrealized gains on equity securities of $0.7 million during the three month period ended March 31, 2021. Changes in unrealized
gains on equity securities for the applicable periods are primarily the result of fluctuations in the market value of certain of the Company’s equity securities.
Interest Expense
Interest expense increased slightly during the three month period ended March 31, 2022, from the comparable period in 2021. 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. The Company is preparing for the
expected discontinuation of LIBOR by identifying, assessing and monitoring risks associated with LIBOR transition. Preparation includes taking steps to update operational processes to support alternative reference rates and models, as well as
evaluating legacy contracts for any changes that may be required, including the determination of applicable fallbacks.
Liquidity and Capital Resources
The primary cash needs of the Company are for the payment of claims and operating expenses, maintaining adequate statutory capital and surplus levels, and meeting debt service requirements.
Current and expected patterns of claim frequency and severity may change from period to period but generally are expected to continue within historical ranges. The Company’s primary sources of cash are written premiums, investment income and
proceeds from the sale and maturity of its invested assets. The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy liabilities and that cash inflows from investment earnings,
future premium receipts and reinsurance collections will be adequate to fund the payment of claims and operating expenses as needed.
Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries. The principal cash needs of the Parent are for the
payment of operating expenses, the acquisition of capital assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and approved by the Company’s board of directors from time to
time. At March 31, 2022, the Parent had approximately $3.5 million of unrestricted cash and investments.
The Parent’s insurance subsidiaries reported statutory net income of $1.3 million for the three month period ended March 31, 2022, compared to statutory net income of $2.1 million for the three
month period ended March 31, 2021. Statutory results are impacted by the recognition of all costs of acquiring business. In periods in which the Company’s first year premiums increase, statutory results are generally lower than results
determined under GAAP. Statutory results for the Company’s property and casualty operations may differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs for financial reporting purposes. The Company’s
life and health operations’ statutory results may differ from GAAP results primarily due to the deferral of acquisition costs for financial reporting purposes, as well as the use of different reserving methods.
Over 90% of the invested assets of the Parent’s insurance subsidiaries are invested in marketable securities that can be converted into cash, if required; however, the use of such assets by the
Company is limited by state insurance regulations. Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings
before recognizing realized investment gains of the individual insurance subsidiaries. At March 31, 2022, American Southern had $53.4 million of statutory capital and surplus and Bankers Fidelity had $38.5 million of statutory capital and
surplus. In 2022, dividend payments by the Parent’s insurance subsidiaries in excess of $5.6 million would require prior approval. Through March 31, 2022, the Parent received dividends of $1.5 million from its subsidiaries.
The Parent provides certain administrative and other services to each of its insurance subsidiaries. The amounts charged to and paid by the subsidiaries include reimbursements for various
shared services and other expenses incurred directly on behalf of the subsidiaries by the Parent. In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries. As a result of the Parent’s tax
loss, it is anticipated that the tax-sharing agreement will continue to provide the Parent with additional funds from profitable subsidiaries to assist in meeting its cash flow obligations.
The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and
investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures. The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are
callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%. At March 31, 2022, the effective interest rate was
4.57%. 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
March 31, 2022, 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
existing or potential future financing arrangements.
At March 31, 2022, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding. All of the shares of Series D Preferred Stock are held by an affiliate of
the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at
the option of the board of directors of the Company) and are cumulative. In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock,
subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the
Company’s option. The Series D Preferred Stock is not currently convertible. At March 31, 2022, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.1 million.
Bankers Fidelity Life Insurance Company (‘‘BFLIC”) is a member of the Federal Home Loan Bank of Atlanta (“FHLB”), for the primary purpose of enhancing financial flexibility. As a member, BFLIC
can obtain access to low-cost funding and also receive dividends on FHLB stock. The membership arrangement provides for credit availability of five percent of statutory admitted assets, or approximately $8.1 million, as of March 31, 2022.
Additional FHLB stock purchases may be required based upon the amount of funds borrowed from the FHLB. As of March 31, 2022, BFLIC has pledged bonds having an amortized cost of $4.8 million to the FHLB. BFLIC may be required to post
additional acceptable forms of collateral for any borrowings that it makes in the future from the FHLB. As of 2022, BFLIC does not have any outstanding borrowings from the FHLB.
On May 12, 2021, the Company entered into a Revolving Credit Agreement (the “Credit Agreement”) with Truist Bank as the lender (the “Lender”). The Credit Agreement provides for an unsecured $10
million revolving credit facility that matures on April 12, 2024. Under the Credit Agreement, the Company will pay interest on the unpaid principal balance of outstanding revolving loans at the LIBOR Rate (as defined in the Credit Agreement)
plus 2.00%, subject to a LIBOR floor rate of 1.00%.
The Credit Agreement requires the Company to comply with certain covenants, including a debt to capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds
35% of the Company’s consolidated capitalization at any time. The Credit Agreement also contains customary representations and warranties and events of default. Events of default include, among others, (a) the failure by the Company to pay any
amounts owed under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence of bankruptcy or insolvency events. Upon an event of default,
the Lender may, among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of March 31, 2022, the Company does not have any outstanding borrowings under the
Credit Agreement.
Cash and cash equivalents decreased from $24.8 million at December 31, 2021 to $15.6 million at March 31, 2022. The decrease in cash and cash equivalents during the three month period ended
March 31, 2022 was primarily attributable to net cash used in operating activities of $8.0 million. Also contributing to the decrease in cash and cash equivalents was net cash used in investing activities of $1.1 million as a result of
investment purchases exceeding investment sales and maturity 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, borrowings under its credit
facilities or 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.
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.
PART II. OTHER INFORMATION
On October 31, 2016, the Board of Directors of the Company approved a plan that allows for the repurchase of up to 750,000 shares of the Company’s common stock (the “Repurchase Plan”) on the
open market or in privately negotiated transactions, as determined by an authorized officer of the Company. Any such repurchases can be made from time to time in accordance with applicable securities laws and other requirements.
Other than pursuant to the Repurchase Plan, no purchases of common stock of the Company were made by or on behalf of the Company during the periods described below.
The table below sets forth information regarding repurchases by the Company of shares of its common stock on a monthly basis during the three month period ended March 31, 2022.
|
Period
|
Total Number
of Shares
Purchased
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs
|
Maximum Number
of Shares that
May Yet be
Purchased
Under the Plans
or Programs
|
||||||||||||
|
January 1 – January 31, 2022
|
—
|
$
|
—
|
—
|
325,129
|
|||||||||||
|
February 1 – February 28, 2022
|
—
|
—
|
—
|
325,129
|
||||||||||||
|
March 1 – March 31, 2022
|
—
|
—
|
—
|
325,129
|
||||||||||||
|
Total
|
—
|
$
|
—
|
—
|
||||||||||||
|
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
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
101. SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101. CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
ATLANTIC AMERICAN CORPORATION
|
|||
|
(Registrant)
|
|||
|
Date: May 11, 2022
|
By:
|
/s/ J. Ross Franklin
|
|
|
J. Ross Franklin
|
|||
|
Vice President and Chief Financial Officer
|
|||
|
(Principal Financial and Accounting Officer)
|
|||
EXHIBIT 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hilton H. Howell, Jr., certify that:
| 1. |
I have reviewed this report on Form 10-Q of Atlantic American Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
| d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
| a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
| b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 11, 2022
|
/s/ Hilton H. Howell, Jr.
|
|
|
Hilton H. Howell, Jr.
|
||
|
President and Chief Executive Officer
|
EXHIBIT 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, J. Ross Franklin, certify that:
| 1. |
I have reviewed this report on Form 10-Q of Atlantic American Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
| d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions):
|
| a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
| b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 11, 2022
|
/s/ J. Ross Franklin
|
|
|
J. Ross Franklin
|
||
|
Vice President and
|
||
|
Chief Financial Officer
|
EXHIBIT 32.1
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Quarterly Report on Form 10-Q of Atlantic American
Corporation (the “Company”) for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, that, to such officer’s
knowledge:
| (1) |
The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
|
| (2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
Date: May 11, 2022
|
/s/ Hilton H. Howell, Jr.
|
|
|
Hilton H. Howell, Jr.
|
||
|
President and Chief Executive Officer
|
||
|
Date: May 11, 2022
|
/s/ J. Ross Franklin
|
|
|
J. Ross Franklin
|
||
|
Vice President and
|
||
|
Chief Financial Officer
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the
electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.