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 8, 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 November 8, 2022, Atlantic American Corporation (the “Registrant”) reported its results of operations for its third quarter ended September 30, 2022. 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 November 8, 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:  November 8, 2022
   




Exhibit 99.1
ATLANTIC AMERICAN CORPORATION REPORTS
THIRD QUARTER RESULTS FOR 2022

ATLANTA, Georgia, November 8, 2022 - Atlantic American Corporation (Nasdaq- AAME) today reported net loss for the three month period ended September 30, 2022 of $0.7 million, or $0.04 per diluted share, as compared to net loss of $0.9 million, or $0.05 per diluted share, for the comparable period in 2021.  For the nine month period ended September 30, 2022, the Company reported net income of $0.5 million, or $0.01 per diluted share, as compared to net income of $1.6 million, or $0.06 per diluted share, for the comparable period in 2021.  The decrease in net loss for the three month period ended September 30, 2022 was primarily attributable to more favorable loss experience in the life and health operations, partially offset by a decrease in unrealized gains of $3.5 million, from the comparable period in 2021. The decrease in net income for the nine month period ended September 30, 2022 was primarily attributable to the decrease in unrealized gains of $10.9 million from the comparable period in 2021, partially offset by more favorable loss experience in the life and health operations.

Operating income (as defined below) increased $4.1 million in the three month period ended September 30, 2022 from the three month period ended September 30, 2021.  For the nine month period ended September 30, 2022, operating income increased $10.2 million from the comparable period in 2021.  The increase in operating income was primarily due to favorable loss experience in the life and health operations, resulting from an increase in earned premium within the group lines of business coupled with a decrease in the number of claims incurred in the Medicare supplement line of business.

Commenting on the results, Hilton H. Howell, Jr., Chairman, President and Chief Executive Officer, stated, “We are quite pleased to report an over $10 million improvement in operating income for the first nine months of 2022 as compared to 2021.  The life and health operations have done a phenomenal job in diversifying the business through its competitive group products, as well as carefully managing the Medicare supplement line back to profitability.  Additionally, our property and casualty operations continue to perform exceptionally well, maintaining profitability coupled with top line growth.  Finally, it is with great enthusiasm that we announce our newly formed subsidiary, Atlantic Capital Life Assurance Company, which recently obtained its certificate of authority in our state of domicile.”

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 (loss) excluding: (i) income tax expense (benefit); (ii) realized investment gains, net; and (iii) unrealized (gains) losses 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 (benefit), 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent 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
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
(Unaudited; In thousands, except per share data)
 
2022
   
2021
   
2022
   
2021
 
Insurance premiums
                       
    Life and health
 
$
28,739
   
$
28,772
   
$
86,773
   
$
87,018
 
    Property and casualty
   
17,641
     
17,320
     
53,753
     
50,297
 
        Insurance premiums, net
   
46,380
     
46,092
     
140,526
     
137,315
 
                                 
Net investment income
   
2,641
     
2,137
     
7,510
     
6,516
 
Realized investment gains, net
   
101
     
349
     
29
     
520
 
Unrealized gains (losses) on equity securities, net
   
(2,783
)
   
711
     
(5,456
)
   
5,458
 
Other income
   
4
     
1
     
11
     
13
 
                                 
Total revenue
   
46,343
     
49,290
     
142,620
     
149,822
 
                                 
Insurance benefits and losses incurred
                               
    Life and health
   
18,599
     
23,394
     
58,003
     
66,463
 
    Property and casualty
   
12,031
     
11,651
     
36,549
     
33,557
 
Commissions and underwriting expenses
   
12,843
     
11,927
     
35,894
     
36,670
 
Interest expense
   
523
     
347
     
1,291
     
1,040
 
Other expense
   
3,296
     
3,264
     
10,151
     
10,178
 
                                 
  Total benefits and expenses
   
47,292
     
50,583
     
141,888
     
147,908
 
                                 
Income (loss) before income taxes
   
(949
)
   
(1,293
)
   
732
     
1,914
 
Income tax expense (benefit)
   
(265
)
   
(378
)
   
253
     
298
 
                                 
Net income (loss)
 
$
(684
)
 
$
(915
)
 
$
479
   
$
1,616
 
                                 
Earnings (loss) per common share (basic and diluted)
 
$
(0.04
)
 
$
(0.05
)
 
$
0.01
   
$
0.06
 
                                 
Reconciliation of Non-GAAP Financial Measure
                               
                                 
Net income (loss)
 
$
(684
)
 
$
(915
)
 
$
479
   
$
1,616
 
Income tax expense (benefit)
   
(265
)
   
(378
)
   
253
     
298
 
Realized investment gains, net
   
(101
)
   
(349
)
   
(29
)
   
(520
)
Unrealized (gains) losses on equity securities, net
   
2,783
     
(711
)
   
5,456
     
(5,458
)
                                 
Non-GAAP Operating income (loss)
 
$
1,733
   
$
(2,353
)
 
$
6,159
   
$
(4,064
)

   
September 30,
   
December 31,
 
Selected Balance Sheet Data
 
2022
   
2021
 
             
Total cash and investments
 
$
246,340
   
$
308,195
 
    Insurance subsidiaries
   
240,860
     
302,302
 
    Parent and other
   
5,480
     
5,893
 
Total assets
   
360,349
     
402,286
 
Insurance reserves and policyholder funds
   
204,289
     
201,797
 
Debt
   
34,738
     
33,738
 
Total shareholders' equity
   
97,911
     
141,286
 
Book value per common share
   
4.54
     
6.66
 
Statutory capital and surplus
               
    Life and health
   
35,325
     
38,625
 
    Property and casualty
   
52,981
     
52,724