UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark one)
| ☒ |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
OR
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 0-3722
| A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below:
|
Atlantic American Corporation
401(k) Retirement Savings Plan
| B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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Atlantic American Corporation
4370 Peachtree Rd., N.E.
Atlanta, Georgia 30319
TABLE OF CONTENTS
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SIGNATURES
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Financial Statements and Schedule
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Consent of Dixon Hughes Goodman LLP
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Consent of BDO USA, LLP
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Atlantic American Corporation
401(k) Retirement Savings Plan
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(Name of Plan)
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June 12, 2019
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/s/ J. Ross Franklin
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J. Ross Franklin
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Vice President, CFO and Secretary
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Atlantic American Corporation
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ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
The following exhibits are filed herewith:
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Exhibit 1:
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Financial Statements and Supplemental Schedule As of December 31, 2018 and 2017 and for the year ended December 31, 2018 together with Reports of
Independent Registered Public Accounting Firms
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Exhibit 2:
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Consent of Dixon Hughes Goodman LLP Independent Registered Public Accounting Firm
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Exhibit 3:
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Consent of BDO USA, LLP Independent Registered Public Accounting Firm
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Exhibit 1
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AND
SUPPLEMENTAL SCHEDULE
As of December 31, 2018 and 2017 and For The Year Ended December 31, 2018
together
with
Reports of Independent Registered Public Accounting Firms
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
December 31, 2018 and 2017
|
1
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|
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5
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6
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|
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7
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Supplemental Schedule:
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16
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Report of Independent Registered Public Accounting Firm
Plan Administrator and Participants of
Atlantic American Corporation 401(k) Retirement Savings Plan
Atlanta, Georgia
Opinion on Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Atlantic American Corporation 401(k) Retirement Savings Plan (the
“Plan”) as of December 31, 2018, and the related statement of changes in net assets available for benefits for the year then ended, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the
financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018, and the changes in net assets available for benefits for the year then ended in conformity with generally
accepted accounting principles in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we
express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Supplementary Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2018, has been subjected to audit procedures
performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the basic financial statements but includes supplemental
information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit
procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the
information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements
as a whole.
/s/ Dixon Hughes Goodman LLP
We have served as the Plan's auditor since 2019.
Atlanta, Georgia
June 12, 2019
Plan Administrator and Participants
Atlantic American Corporation 401(k) Retirement Savings Plan
Atlanta, Georgia
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Atlantic American Corporation 401(k) Plan (the “Plan”)
as of December 31, 2017, the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in
all material respects, the net assets available for benefits of the Plan as of December 31, 2017, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the
United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our
audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017, has
been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements
but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the
Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in
conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in
relation to the financial statements as a whole.
/s/ BDO USA, LLP
We have served as the Plan’s auditor since 2008.
Atlanta, Georgia
June 13, 2018
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
December 31, 2018 and 2017
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2018
|
2017
|
|||||||
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ASSETS
|
||||||||
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Investments, at fair value (Note 3):
|
||||||||
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Common/collective trusts
|
$
|
1,935,119
|
$
|
2,857,414
|
||||
|
Employer common stock fund
|
881,060
|
1,091,818
|
||||||
|
Registered investment companies
|
16,408,015
|
16,918,929
|
||||||
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Total investments
|
19,224,194
|
20,868,161
|
||||||
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Receivables:
|
||||||||
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Notes receivable from participants
|
349,140
|
215,807
|
||||||
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Contributions receivable from employer
|
491,363
|
450,498
|
||||||
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NET ASSETS AVAILABLE FOR BENEFITS
|
$
|
20,064,697
|
$
|
21,534,466
|
||||
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
For the Year Ended December 31, 2018
|
Additions to Net Assets
|
||||
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Contributions:
|
||||
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Participants
|
$
|
967,183
|
||
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Employer
|
723,435
|
|||
|
Rollovers
|
105,237
|
|||
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TOTAL CONTRIBUTIONS
|
1,795,855
|
|||
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Investment income (loss):
|
||||
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Net depreciation in fair market value of investments
|
(1,313,913
|
)
|
||
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Dividends and other income
|
267,767
|
|||
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Participant loan interest
|
13,233
|
|||
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TOTAL ADDITIONS TO NET ASSETS
|
762,942
|
|||
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Deductions from Net Assets
|
||||
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Benefit payments to participants
|
2,184,090
|
|||
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Fees
|
48,621
|
|||
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TOTAL DEDUCTIONS
|
2,232,711
|
|||
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Net Decrease
|
(1,469,769
|
)
|
||
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Net Assets Available for Benefits at Beginning of Year
|
21,534,466
|
|||
|
Net Assets Available for Benefits at End of Year
|
$
|
20,064,697
|
||
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
December 31, 2018 and 2017
NOTE 1—DESCRIPTION OF THE PLAN
The following description of the Atlantic American Corporation 401(k) Retirement Savings Plan (the “Plan”) provides only general information. Participating
members (“Participants”) should refer to the Plan document for a more complete description of the Plan’s provisions. Information with regard to eligibility, contributions, distributions, vesting, withdrawals, restoration, loans, fund
redistribution, and definitions of all terms are contained in that document. The Administrative Committee, consisting of employees of the plan sponsor, is responsible for oversight of the Plan.
General: The Plan is a defined contribution plan available to all U.S. employees of Atlantic American Corporation and its subsidiaries (collectively,
the “Company”) except collective bargaining employees, nonresident aliens, and leased employees. Employees eligible to participate are automatically enrolled effective on the date of employment. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).
Participating Companies: As of December 31, 2018 and 2017, the Company had four wholly-owned insurance subsidiaries, Bankers Fidelity Life Insurance
Company and its wholly owned subsidiary, Bankers Fidelity Assurance Company, American Southern Insurance Company and its wholly owned subsidiary, American Safety Insurance Company, in addition to one non-insurance company, xCalibre Risk Services,
Inc. All employees of these subsidiaries were eligible to participate in the Plan.
Plan Administration: Wells Fargo Bank, N.A. (the “Trustee”) is the Trustee of the Plan and has custodial responsibility for the Plan’s assets,
including the authority and power to, among other things, invest the principal and income of the Plan’s assets.
Contributions: Eligible employees automatically become a participant and are enrolled into the Plan at a 6% deferral rate on their date of hire. At
any time, a participant may cease his or her contribution or change his or her deferral percentage in 1% increments up to 75% of his or her annual compensation, as defined by the Plan, subject to certain limitations under the Internal Revenue Code
of 1986, as amended (the “Code”), and elect to contribute into any of the investment funds offered by the Plan. Participant pre-tax limitations were limited to $18,500 and $18,000 for 2018 and 2017, respectively.
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
Participants may also contribute amounts representing distributions from other qualified benefit plans. These contributions, if any, are classified as
rollover contributions in the statement of changes in net assets available for benefits. Participants direct the investment of their contributions into various investment options offered by the Plan. Participants who have attained age 50 before
the end of the Plan year are eligible to make catch-up contributions to the Plan. The maximum individual catch-up contribution amount was $6,000 for each of 2018 and 2017.
On January 1, 2009, the Company adopted safe harbor plan provisions such that the Plan would operate on a safe harbor basis. Safe harbor contributions are
fully vested immediately. The Company provides a matching employer contribution equal to a certain percentage of each participant’s contributions. The Company may also make employer profit-sharing contributions, at its discretion, which will be
allocated among all eligible participants in the Plan whether they make contributions or not. For the year ended December 31, 2018, the Company’s employer matching contribution equaled 35% of up to the first 6% of a participant’s pre-tax
contribution. In addition to the matching contribution, the Company also made a non-elective contribution to all participants of 3% of compensation, which totaled $491,363 as of 2018. The 2018 non-elective contribution was funded in January 2019
and is presented as contribution receivable from employer in the Statements of Net Assets Available for Benefits. All employer matching contributions are made in cash.
Vesting: Participants are always 100% vested in their own contributions including catch-up contributions, after-tax voluntary contributions, rollover
contributions, safe harbor matching contributions and any discretionary profit sharing contributions. Further, all contributions are participant-directed.
Participants’ “vested percentage” attributable to certain employer contributions is based on years of continuous service determined under the following
schedule.
Years of service:
|
Less than one
|
0
|
%
|
||
|
One
|
20
|
%
|
||
|
Two
|
40
|
%
|
||
|
Three
|
60
|
%
|
||
|
Four
|
80
|
%
|
||
|
Five
|
100
|
%
|
In addition, participants become fully vested upon retirement, death, or disability.
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
Benefits: Upon termination of service due to death, disability, retirement, or separation from service, a participant or his or her beneficiary with a
vested balance greater than $5,000 may elect to receive an amount equal to the value of the participant’s vested interest in his or her account or such amounts may remain in the Plan but contributions cease. The form of payment, selected by the
participant or his or her beneficiary, is either a lump-sum distribution or a direct rollover into a qualified retirement plan or individual retirement account. A vested balance less than $5,000 is automatically distributed to the terminated
participant or his or her beneficiary in the quarterly period following termination, unless otherwise directed.
Participant Accounts: Individual accounts are maintained for each of the Plan’s participants and reflect the participant’s contributions, employer
contributions, and the participant’s share of the Plan’s investment income (loss). Allocations of income (loss) are based on the proportion that each participant’s account balance bears to the total of all participant account balances and their
investment elections.
Investment Options: Participants may direct their contributions and any related earnings into several investment options in 1% increments.
Participants may change their investment elections at any time, subject to certain fund restrictions.
There were no significant changes made to the available investment alternatives during 2018 and 2017.
Forfeitures: Amounts forfeited from non-vested accounts, if any, are generally used to pay for Plan expenses or reduce future employer contributions.
Forfeitures of $9,363 were used to offset administrative expenses charged to the Plan in 2018. At December 31, 2018 and 2017, there were $7 and $631, respectively, of forfeiture funds available to be used in the future.
Notes Receivable from Participants: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000
or 50% of their vested account balance. Participants may elect to have their loans disbursed from specific investment funds. Loan terms range from six months to five years or within a reasonable time if used for the purchase of a primary
residence. The loans are secured by the vested value of the participants’ account balances and bear interest at the prime rate of interest on the date of the loan plus 1%. Principal and interest are paid ratably through payroll deductions.
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
Specified Hardship Withdrawals: Upon written application to the Trustee by a participant for a specified hardship withdrawal, the participant may
withdraw from his or her fund accounts. Such withdrawal may be made only upon the express determination that it is necessary to prevent a severe financial hardship to such participant and specific to the following events: expenses for medical
care; costs directly related to the purchase of a principal residence; payment of tuition and related educational fees; and to prevent eviction from a principal residence or foreclosure on the mortgage of a principle residence. A participant who
has made a specified hardship withdrawal may include any amounts necessary to pay federal, state or local income taxes or penalties reasonably anticipated to result from the distribution; shall make no more
than one withdrawal during any calendar quarter; and shall incur a mandatory suspension of all contributions for six months after such withdrawal.
Administrative Expenses: The Company pays certain administrative expenses of the Plan. Trustee and recordkeeping fees are shared between the Company
and the Plan. Each participant account is charged a $50 quarterly Trustee and recordkeeping fee while the Company also pays a standard annual fee for Trustee and record keeping. Fees resulting from individual participant transactions, such as loan
origination and benefit payments, or certain investment elections, are paid by the participant and are included in the fee amount on the Statement of Changes in Net Assets Available for Benefits.
NOTE 2—ACCOUNTING POLICIES
Basis of Accounting and Use of Estimates: The financial statements of the Plan are prepared under the accrual method of accounting in accordance with
accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and
accompanying notes. Actual results could differ materially from those estimates.
Notes Receivable from Participants: Participant loans are classified as notes receivable from participants and are measured at the unpaid principal
balance plus unpaid accrued interest. The Plan classifies all notes receivable from participants with no payments received for six (6) months as “in default.” Defaulted notes receivable from participants are deemed distributed and recorded as
benefits paid to the participants in the Statement of Changes in Net Assets Available for Benefits.
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
Investment Valuation and Income Recognition: The Plan's investments are reported at estimated fair value. Where available, quoted market prices are
used to value investments. Shares of registered investment companies are valued at the net asset value (“NAV”) of shares held by the Plan at year-end. The Plan’s employer stock
fund is a unitized stock fund valued at the net asset value of the fund. The fund mainly consists of the employer stock which is valued at the closing price reported on the active
market on which the stock is traded and the value of cash held for liquidity purposes. The Plan's interest in common/collective trusts is valued at the net asset value based on information reported by the investment advisor/trustee using the
audited financial statements. The net asset value, as provided by the investment advisor/trustee, is used as a practical expedient to estimate fair value, and is based on the estimated fair value of the underlying investments held by the fund less
the estimated fair value of its liabilities. The common/collective trusts do not have a finite life, unfunded commitments or significant restriction on redemptions and participant transactions may occur daily.
Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on an
accrual basis.
Investment securities, in general, are exposed to various risks, including interest rate, credit, and overall market volatility risks. Due to the level of
risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and such changes could materially affect the amounts reported in the Statements of Net
Assets Available for Benefits.
The following describes the fair value hierarchy and provides information as to the extent to which the Plan uses fair value to measure 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 Plan has the ability to access at the measurement date. The Plan
assets identified as Level 1 instruments include investments in registered investment companies.
|
| Level 2 |
Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets or liabilities. The Plan assets identified as Level 2
instruments include employer securities.
|
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
| 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 and provided primarily from the sponsors of the underlying funds. The use of different criteria or assumptions regarding data may yield
different valuations.
|
Net Appreciation (Depreciation): Net realized gains (losses) and unrealized appreciation (depreciation) are recorded in the accompanying Statement of
Changes in Net Assets Available for Benefits as net appreciation (depreciation) in fair market value of investments.
Payment of Benefits: Distributions to participants are recorded when payment is made.
NOTE 3—INVESTMENTS
As of December 31, 2018, assets carried at fair value were measured on a recurring basis as summarized below:
|
Quoted Prices
in Active
Markets
for Identical
Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
||||||||||||||
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
|||||||||||||
|
Employer securities
|
$
|
-
|
$
|
881,060
|
$
|
-
|
$
|
881,060
|
||||||||
|
Registered investment companies
|
16,408,015 |
-
|
-
|
16,408,015
|
||||||||||||
|
Total investments in the fair value hierarchy
|
$
|
16,408,015
|
$
|
881,060
|
$
|
-
|
17,289,075
|
|||||||||
|
Common/collective trusts measured at NAV*
|
1,935,119
|
|||||||||||||||
|
Total
|
$
|
19,224,194
|
||||||||||||||
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
As of December 31, 2017, assets carried at fair value were measured on a recurring basis as summarized below:
|
Quoted Prices
in Active
Markets
for Identical
Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
||||||||||||||
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
|||||||||||||
|
Employer securities
|
$
|
-
|
$
|
1,091,818
|
$
|
-
|
$
|
1,091,818
|
||||||||
|
Registered investment companies
|
16,918,929 |
- |
-
|
16,918,929
|
||||||||||||
|
Total investments in the fair value hierarchy
|
$
|
16,918,929
|
$
|
1,091,818
|
$
|
-
|
18,010,747
|
|||||||||
|
Common/collective trusts measured at NAV*
|
2,857,414
|
|||||||||||||||
|
Total
|
$
|
20,868,161
|
||||||||||||||
*Certain investments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The
fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Net Assets Available for Benefits.
Plan management periodically evaluates the significance of transfers between levels, if any, based upon the nature of the financial instrument and size of the
transfer relative to total net assets available for benefits. For the year ended December 31, 2018, there were no transfers between levels 1, 2, or 3.
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
NOTE 4—TAX STATUS
The Plan uses a Volume Submitter Plan sponsored by the Trustee. The Trustee received an opinion letter from the Internal Revenue Service (“IRS”), dated March
31, 2014, which states that the Volume Submitter Plan satisfies the applicable provisions of the Code. The Plan itself has not received a determination letter from the IRS. However, the Plan’s management believes that the Plan is currently designed
and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income tax has been included in the Plan’s financial statements.
GAAP requires Plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the organization has taken an uncertain
position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018 and 2017, there are no uncertain
positions taken or expected to be taken that would require recognition of the liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions and the Plan could be subject to income tax
if certain issues were found by the IRS that could result in the disqualification of the Plan’s tax-exempt status; however, there are currently no audits for any tax periods in progress.
NOTE 5—PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts as of the termination date.
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018 and 2017
NOTE 6—PARTY-IN-INTEREST TRANSACTIONS
The Plan held 336,439 shares and 320,900 shares of Atlantic American Corporation (the Plan Sponsor) common stock as of December 31, 2018 and 2017,
respectively, in the Atlantic American Corporation Common Stock Fund. The fund invests in Atlantic American Corporation common stock and money market funds and had an estimated fair
value of $881,060 and $1,091,818, at December 31, 2018 and 2017, respectively.
Certain investments totaling $1,935,119, held by the Plan at December 31, 2018, are managed by the Trustee and/or its affiliates. These investments, as
well as notes receivable from participants, qualify as party-in-interest transactions.
|
Identity of Issue, Borrower,
Lessor, or Similar Party
|
Description of
Investment
|
Cost
|
Current
Value
|
||||||||
|
*
|
Atlantic American Corporation
|
Atlantic American Corporation Common Stock Fund, 73,090 units
|
$
|
881,060
|
|||||||
|
Baron Capital Group
|
Baron Growth Fund, Instl Shares, 18,251 units
|
(a)
|
1,152,890
|
||||||||
|
Columbia
|
Columbia Small Cap Value Fund II, Class Z, 6,128 units
|
(a)
|
80,394
|
||||||||
|
Dimensional Fund Advisors
|
DFA International Value Port, Instl Class, 15,974 units
|
(a)
|
254,304
|
||||||||
|
Eaton Vance
|
Parametric Emerging Markets Fund, Instl Class, 7,278 units
|
(a)
|
96,582
|
||||||||
|
Fidelity Investments
|
Fidelity Puritan Fund, 94,959 units
|
(a)
|
1,862,138
|
||||||||
|
Loomis Sayles Funds
|
Loomis Sayles Bond Fund, Instl Class, 15,730 units
|
(a)
|
202,758
|
||||||||
|
Metropolitan West Funds
|
Metropolitan West Total Return Bond Fund, Class I, 59,395 units
|
(a)
|
617,112
|
||||||||
|
Oppenheimer Funds
|
Oppenheimer Global Opportunities Fund, Class Y, 6,040 units
|
(a)
|
312,400
|
||||||||
|
|
|
|
|||||||||
|
Oppenheimer International Small-Mid Co Fund, Class I, 5,584 units
|
(a)
|
224,385
|
|||||||||
|
Scwab International Core
|
Scwab International Core, 28,259 units
|
(a)
|
249,806
|
||||||||
|
ATLANTIC AMERICAN CORPORATION
401(k) RETIREMENT SAVINGS PLAN
PLAN NUMBER 001
58-1027114
SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2018
|
|
T. Rowe Price
|
T. Rowe Price Blue Chip Growth I Fund, 25,404 units
|
(a)
|
2,441,866
|
|||||||
|
T. Rowe Price Retirement I 2005 Fund, 24,064 units
|
(a)
|
257,248
|
||||||||
|
T. Rowe Price Retirement I 2010 Fund, 13,108 units
|
(a)
|
142,358
|
||||||||
|
T. Rowe Price Retirement I 2015 Fund, 63,018 units
|
(a)
|
690,042
|
||||||||
|
T. Rowe Price Retirement I 2020 Fund, 49,081 units
|
(a)
|
553,143
|
||||||||
|
T. Rowe Price Retirement I 2025 Fund, 70,465 units
|
(a)
|
806,820
|
||||||||
|
T. Rowe Price Retirement I 2030 Fund, 40,850 units
|
(a)
|
472,228
|
||||||||
|
T. Rowe Price Retirement I 2035 Fund, 34,294 units
|
(a)
|
400,551
|
||||||||
|
T. Rowe Price Retirement I 2040 Fund, 32,382 units
|
(a)
|
380,165
|
||||||||
|
T. Rowe Price Retirement I 2045 Fund, 12,423 units
|
(a)
|
146,592
|
||||||||
|
T. Rowe Price Retirement I 2050 Fund, 43,001 units
|
(a)
|
506,556
|
||||||||
|
T. Rowe Price Retirement I 2055 Fund, 15,407 units
|
(a)
|
182,422
|
||||||||
|
T. Rowe Price Retirement I 2060 Fund, 1,428 units
|
(a)
|
16,826
|
||||||||
|
Vanguard
|
Vanguard 500 Index Fund, 4,224 units
|
(a)
|
977,573
|
|||||||
|
Vanguard Equity Income, 12,889 units
|
(a)
|
856,238
|
||||||||
|
Vanguard Mid Cap Index Fund, Admiral Shares, 4,982 units
|
(a)
|
852,150
|
||||||||
|
Vanguard Small Cap Index Fund, Admiral Shares, 9,633 units
|
(a)
|
609,087
|
||||||||
|
Vanguard Total Bond Market Index Fund, Instl Shares, 60,187 units
|
(a)
|
628,951
|
||||||||
|
Vanguard US Value Fund, Investor Shares, 27,254 units
|
(a)
|
434,430
|
||||||||
|
*
|
Various Plan Participants
|
Participant loans with varying maturities and interest rates ranging from 4.25% - 6.25%
|
-
|
349,140
|
||||||
|
*
|
Wells Fargo Bank, NA
|
Wells Fargo Stable Return Fund, N Class, 34,928 units
|
(a)
|
1,935,119
|
||||||
|
TOTAL
|
$ |
19,573,334
|
* Indicates party in interest
(a) Participant-directed
Exhibit 2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Atlantic American Corporation 401(k) Retirement Savings Plan
Atlanta, Georgia
We consent to the incorporation by reference in Registration Statement (No. 33-90890) on Form S-8, of Atlantic American Corporation of our report dated June
12, 2019 with respect to the financial statements and supplemental schedule of Atlantic American Corporation 401(k) Retirement Savings Plan included in this Annual Report on Form 11-K as of and for the year ended December 31, 2018.
/s/ Dixon Hughes Goodman LLP
Atlanta, Georgia
June 12, 2019
Exhibit 3
Consent of Independent Registered Public Accounting Firm
Atlantic American Corporation 401(k) Retirement Savings Plan
Atlanta, Georgia
We hereby consent to the incorporation by reference in the Registration Statement on Form
S-8 (No. 33-90890) of Atlantic American Corporation of our report dated June 13, 2018, relating to the financial statements and supplemental schedule of Atlantic American Corporation 401(k) Retirement Savings Plan which appear in this Form
11-K.
/s/ BDO USA, LLP
Atlanta, Georgia
June 12, 2019