UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported)
November 12, 2019

ATLANTIC AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)

Georgia
0-3722
58-1027114
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4370 Peachtree Road, N.E., Atlanta, Georgia
 
30319
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code
(404) 266-5500

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $1.00 per share
 
AAME
 
NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐



Item 2.02.
Results of Operations and Financial Condition

On November 12, 2019, Atlantic American Corporation (the “Registrant”) reported its results of operations for its third quarter ended September 30, 2019. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

(d)
Exhibits

99.1
Press release dated November 12, 2019

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,  or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.


SIGNATURES

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

 
ATLANTIC AMERICAN CORPORATION
     
 
By:
/s/ J. Ross Franklin
   
J. Ross Franklin
   
Vice President, Chief Financial Officer and Secretary
     
Date:  November 12, 2019
   




Exhibit 99.1

ATLANTIC AMERICAN REPORTS THIRD QUARTER RESULTS

ATLANTA, Georgia, November 12, 2019 - Atlantic American Corporation (Nasdaq- AAME) today reported net loss for the three month period ended September 30, 2019 of $1.4 million, or $0.07 per common share, as compared to net income of $0.9 million, or $0.04 per common share, for the comparable period in 2018.  For the nine month period ended September 30, 2019, the Company reported net loss of $1.7 million, or $0.10 per common share, as compared to net loss of $0.9 million, or $0.06 per common share, for the comparable period in 2018.

Premium revenue for the three month period ended September 30, 2019 increased $2.4 million, or 5.8%, to $45.0 million from $42.6 million for the comparable period in 2018.  For the nine month period ended September 30, 2019, premium revenue increased $7.7 million, or 6.0%, to $135.3 million from $127.6 million for the comparable period in 2018.  The increase in premium revenue was primarily attributable to an increase in the Medicare supplement line of business in the Company’s life and health operations, coupled with an increase in the automobile physical damage line of business in the Company’s property and casualty operations.

Excluding the effects of realized or unrealized gains or losses and taxes, operating loss (as defined below) increased to $2.3 million for the three month period ended September 30, 2019, as compared to operating loss of $0.5 million for the comparable period in 2018.  For the nine month period ended September 30, 2019, the Company reported operating loss of $5.7 million, as compared to operating loss of $2.8 million for the comparable period in 2018.  The increase in operating losses for the three and nine month periods ended September 30, 2019 was primarily the result of increased claims in the Medicare supplement line of business in the Company’s life and health operations.

Commenting on the third quarter, Hilton H. Howell, Jr., chairman, president and chief executive officer, stated, “We are working vigorously to turn our Medicare supplement line of business back to profitability with appropriate rate adjustments coupled with controlled underwriting and distribution.  And sales in the Company’s ancillary lines of business have reached historical highs, primarily as a result of success in the Worksite division.  This is proof positive that our product diversification efforts are bearing fruit.  Additionally, our property and casualty operations continue to steadily grow the business and return profits to the bottom line.”

Atlantic American Corporation is an insurance holding company involved through its subsidiary companies in specialty markets of the life, health, and property and casualty insurance industries.  Its principal insurance subsidiaries are American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company.

Note regarding non-GAAP financial measure: Atlantic American Corporation presents its consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP).  However, from time to time, the Company may present, in its public statements, press releases and filings with the Securities and Exchange Commission, non-GAAP financial measures such as operating income (loss). Management believes operating income (loss) 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 income tax expense, which is 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 operating results (such as any realized and unrealized investment gains (losses), 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).  The financial data attached includes a reconciliation of operating income (loss) to net income (loss), the most comparable GAAP financial measure.  The Company’s definition of operating income (loss) may differ from similarly titled financial measures used by others.  This non-GAAP financial measure should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein, this press release contains forward-looking statements that involve a number of risks and uncertainties.  Actual results could differ materially from those indicated by such forward-looking statements due to a number of factors and risks detailed from time to time in statements and reports that Atlantic American Corporation files with the Securities and Exchange Commission.

For further information contact:
 
J. Ross Franklin
Hilton H. Howell, Jr.
Chief Financial Officer
Chairman, President & CEO
Atlantic American Corporation
Atlantic American Corporation
404-266-5580
404-266-5505


Atlantic American Corporation
Financial Data

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
(Unaudited; In thousands, except per share data)
 
2019
   
2018
   
2019
   
2018
 
Insurance premiums
                       
Life and health
 
$
30,530
   
$
29,507
   
$
92,221
   
$
88,305
 
Property and casualty
   
14,475
     
13,050
     
43,035
     
39,299
 
Insurance premiums, net
   
45,005
     
42,557
     
135,256
     
127,604
 
                                 
Net investment income
   
2,187
     
2,215
     
6,834
     
7,111
 
Realized investment gains (losses), net
   
(430
)
   
484
     
1,565
     
797
 
Unrealized gains on equity securities, net
   
944
     
1,083
     
2,096
     
753
 
Other income
   
39
     
31
     
139
     
88
 
                                 
Total revenue
   
47,745
     
46,370
     
145,890
     
136,353
 
                                 
Insurance benefits and losses incurred
                               
Life and health
   
25,279
     
22,415
     
75,831
     
69,934
 
Property and casualty
   
9,440
     
10,672
     
28,346
     
28,544
 
Commissions and underwriting expenses
   
11,471
     
8,722
     
33,995
     
28,456
 
Interest expense
   
533
     
529
     
1,624
     
1,497
 
Other expense
   
2,766
     
2,960
     
8,142
     
9,168
 
                                 
Total benefits and expenses
   
49,489
     
45,298
     
147,938
     
137,599
 
                                 
Income (loss) before income taxes
   
(1,744
)
   
1,072
     
(2,048
)
   
(1,246
)
Income tax expense (benefit)
   
(352
)
   
138
     
(392
)
   
(341
)
                                 
Net income (loss)
 
$
(1,392
)
 
$
934
   
$
(1,656
)
 
$
(905
)
                                 
Earnings (loss) per common share (basic and diluted)
 
$
(0.07
)
 
$
0.04
   
$
(0.10
)
 
$
(0.06
)
                                 
Reconciliation of Non-GAAP Financial Measure
                               
                                 
Net income (loss)
 
$
(1,392
)
 
$
934
   
$
(1,656
)
 
$
(905
)
Income tax expense (benefit)
   
(352
)
   
138
     
(392
)
   
(341
)
Realized investment (gains) losses, net
   
430
     
(484
)
   
(1,565
)
   
(797
)
Unrealized gains on equity securities, net
   
(944
)
   
(1,083
)
   
(2,096
)
   
(753
)
                                 
Non-GAAP Operating gain (loss)
 
$
(2,258
)
 
$
(495
)
 
$
(5,709
)
 
$
(2,796
)

 
Selected Balance Sheet Data

September 30,
2019


December 31,
2018

             
Total cash and investments
 
$
283,405
   
$
254,559
 
Insurance subsidiaries
   
265,289
     
235,796
 
Parent and other
   
18,116
     
18,763
 
Total assets
   
383,335
     
344,274
 
Insurance reserves and policyholder funds
   
198,324
     
189,048
 
Debt
   
33,738
     
33,738
 
Total shareholders' equity
   
116,411
     
101,372
 
Book value per common share
   
5.42
     
4.75
 
Statutory capital and surplus
               
Life and health
   
26,644
     
34,214
 
Property and casualty
   
45,386
     
43,467