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)
March 25, 2022

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 March 25, 2022, Atlantic American Corporation (the “Registrant”) reported its results of operations for its fourth quarter and year ended December 31, 2021. 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

Exhibit No.
Exhibit Description
Press release dated March 25, 2022
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 in 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:  March 25, 2022    




Exhibit 99.1

ATLANTIC AMERICAN CORPORATION REPORTS
FOURTH QUARTER AND YEAR END RESULTS FOR 2021;
DECLARES ANNUAL DIVIDEND


ATLANTA, Georgia, March 25, 2022 - Atlantic American Corporation (Nasdaq- AAME) today reported net income for the three month period ended December 31, 2021 of $2.7 million, or $0.12 per diluted share, as compared to net income of $11.8 million, or $0.54 per diluted share, for the comparable period in 2020.  For the year ended December 31, 2021, the Company reported net income of $4.3 million, or $0.19 per diluted share, as compared to net income of $12.2 million, or $0.56 per diluted share for the comparable period in 2020.  The decrease in net income during the fourth quarter of 2021 was primarily due to an $8.0 million decrease in unrealized gains in equity securities as a result of fluctuation in market values of the Company’s equity investments still held.  The decrease in net income for the year ended December 31, 2021 was primarily due to an $11.8 million increase in insurance benefits and losses incurred.  The increase in insurance benefits and losses incurred was primarily the result of loss experience within the Company’s life and health operations, returning to historical averages relative to the exceptionally low utilization experienced in 2020 after the onset of the COVID-19 pandemic when many policyholders were sheltered in place.

Operating income (as defined below) decreased to $2.6 million in the three month period ended December 31, 2021 as compared to $3.6 million for the three month period ended December 31, 2020.  For the year ended December 31, 2021, the Company reported operating loss of $1.5 million compared to operating income of $11.5 million for the comparable period in 2020.  The decrease in operating income for the three and twelve month periods was primarily due to an increase in loss experience in the Company’s life and health operations, as mentioned above, predominantly within the Medicare supplement line of business.

Commenting on the results, Hilton H. Howell, Jr., Chairman, President and Chief Executive Officer, stated, “Our property and casualty operations had an exceptional year and I’m pleased to report the renewal of a significant multi-year state contract, which also included a rate increase.  With respect to our life and health operations, the voluntary benefits division had a banner year for new sales and kicked off January of 2022 with a record for issued business.  We continue to invest in various initiatives that we believe will position the company for a successful 2022 and beyond.  In our continued commitment to deliver value to our shareholders, the Board of Directors recently approved the Company’s annual dividend of $0.02 per share, which is payable on April 27, 2022 to shareholders of record on April 13, 2022.”

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). [We define operating income (loss) as net income excluding: (i) income tax expense; (ii) realized investment gains, net; and (iii) unrealized losses (gains) on equity securities, net.]  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, including those detailed in statements and reports that Atlantic American Corporation files from time to time 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
December 31,
   
Twelve Months Ended
December 31,
 
(Unaudited; In thousands, except per share data)
 
2021
   
2020
   
2021
   
2020
 
Insurance premiums
                       
Life and health
 
$
29,216
   
$
29,656
   
$
116,234
   
$
121,167
 
Property and casualty
   
17,685
     
16,856
     
67,982
     
62,372
 
Insurance premiums, net
   
46,901
     
46,512
     
184,216
     
183,539
 
                                 
Net investment income
   
2,012
     
2,027
     
8,528
     
7,744
 
Realized investment gains, net
   
4,383
     
6,988
     
4,903
     
7,420
 
Unrealized gains (losses) on equity securities, net
   
(3,564
)
   
4,400
     
1,894
     
(3,431
)
Other income
   
-
     
5
     
13
     
76
 
                                 
Total revenue
   
49,732
     
59,932
     
199,554
     
195,348
 
                                 
Insurance benefits and losses incurred
                               
Life and health
   
20,798
     
19,345
     
87,261
     
80,537
 
Property and casualty
   
10,876
     
10,653
     
44,433
     
39,339
 
Commissions and underwriting expenses
   
10,826
     
12,129
     
47,496
     
46,811
 
Interest expense
   
347
     
357
     
1,387
     
1,610
 
Other expense
   
3,497
     
2,432
     
13,675
     
11,548
 
                                 
Total benefits and expenses
   
46,344
     
44,916
     
194,252
     
179,845
 
                                 
Income before income taxes
   
3,388
     
15,016
     
5,302
     
15,503
 
Income tax expense
   
723
     
3,168
     
1,021
     
3,334
 
                                 
Net income
 
$
2,665
   
$
11,848
   
$
4,281
   
$
12,169
 
                                 
Earnings per common share (basic)
 
$
0.13
   
$
0.58
   
$
0.19
   
$
0.58
 
Earnings per common share (diluted)
 
$
0.12
   
$
0.54
   
$
0.19
   
$
0.56
 
                                 
Reconciliation of Non-GAAP Financial Measure
                         
                                 
Net income
 
$
2,665
   
$
11,848
   
$
4,281
   
$
12,169
 
Income tax expense
   
723
     
3,168
     
1,021
     
3,334
 
Realized investment gains, net
   
(4,383
)
   
(6,988
)
   
(4,903
)
   
(7,420
)
Unrealized (gains) losses on equity securities, net
   
3,564
     
(4,400
)
   
(1,894
)
   
3,431
 
                                 
Non-GAAP Operating income (loss)
 
$
2,569
   
$
3,628
   
$
(1,495
)
 
$
11,514
 

Selected Balance Sheet Data
 
December 31,
2021
   
December 31,
2020
 
             
Total cash and investments
 
$
308,195
   
$
298,630
 
Insurance subsidiaries
   
302,302
     
292,478
 
Parent and other
   
5,893
     
6,152
 
Total assets
   
402,286
     
405,187
 
Insurance reserves and policyholder funds
   
201,797
     
198,676
 
Debt
   
33,738
     
33,738
 
Total shareholders' equity
   
141,286
     
145,060
 
Book value per common share
   
6.66
     
6.84
 
Statutory capital and surplus
               
Life and health
   
38,625
     
42,326
 
Property and casualty
   
52,724
     
50,194