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)
June 30, 2023

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
 
The 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 June 30, 2023, Atlantic American Corporation (the “Registrant”) reported its results of operations for its fourth quarter and year ended December 31, 2022 and its results of operations for its first quarter ended March 31, 2023. 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
Number
 
Description of Exhibit
 
Press release dated June 30, 2023.
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.

2

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:  June 30, 2023    




Exhibit 99.1

ATLANTIC AMERICAN CORPORATION REPORTS FOURTH QUARTER AND YEAR-END RESULTS FOR 2022, FIRST QUARTER RESULTS FOR 2023

REPORTS BRING THE COMPANY CURRENT WITH ALL FILINGS

ATLANTA, Georgia, June 30, 2023 - Atlantic American Corporation (Nasdaq: AAME) announced today that the Company has filed its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Form 10-Q”).

As previously announced, the Company was unable to file its Form 10-K and Form 10-Q within the prescribed time periods because the Company required additional time to finalize its actuarial valuation procedures and related financial statement balances within the Company’s life and health segment, Bankers Fidelity.  The need for additional time resulted from a change in the systems used to perform the actuarial valuations.  Effective today, the Company is up-to-date on its filing of periodic financial reports with the Securities and Exchange Commission.

Quarter and Year Ended December 31, 2022
The Company reported net income for the three month period ended December 31, 2022 of $1.0 million, or $0.05 per diluted share, as compared to net income of $2.7 million, or $0.12 per diluted share, for the comparable period in 2021.  For the year ended December 31, 2022, the Company reported net income of $1.5 million, or $0.06 per diluted share, as compared to net income of $4.3 million, or $0.19 per diluted share for the comparable period in 2021.  The decrease in net income during the fourth quarter of 2022 was primarily due to a $4.4 million decrease in realized gains, partially offset by a $2.5 million decrease in insurance benefits and losses incurred within the Company’s life and health operations.  The decrease in net income for the year ended December 31, 2022 was primarily due to a $9.5 million decrease in unrealized gains on equity securities coupled with a $4.9 million decrease in realized gains, partially offset by an $11.0 million decrease in benefits and losses incurred within the Company’s life and health operations.  As a percentage of premium, losses incurred within the Medicare supplement line of business decreased for the three month period and year ended December 31, 2022, primarily as a result of improved rate adequacy.

Operating income (Non-GAAP, as defined below) increased to $3.5 million in the three month period ended December 31, 2022 as compared to $2.6 million for the three month period ended December 31, 2021.  For the year ended December 31, 2022, the Company reported operating income of $9.6 million compared to operating loss of $1.5 million for the comparable period in 2021.  The increase in operating income for the three and twelve month periods was primarily due to a decrease in insurance benefits and losses in the Company’s life and health operations, as mentioned above, predominantly within the Medicare supplement line of business.

Quarter Ended March 31, 2023
The Company reported net loss of $1.4 million, or $0.08 per common share, in the first quarter of 2023 compared to net income of $2.8 million, or $0.13 per common share, in the first quarter of 2022.  The decrease in net income for the first quarter of 2023 is primarily the result of a $4.6 million decrease in unrealized gains on equity securities due to fluctuations in market values.

Operating income decreased to $0.6 million in the three month period ended March 31, 2023 compared to $1.6 million in the three month period ended March 31, 2022.  The decrease in operating income was primarily due to unfavorable loss experience in the property and casualty operations due to an increase in the frequency and severity of claims within the automobile liability line of business.

Commenting on the results, Hilton H. Howell, Jr., Chairman, President and Chief Executive Officer, stated, “We are absolutely delighted to finally release our fourth quarter 2022 and first quarter 2023 results.  It is unfortunate that the process of converting our valuation systems resulted in delays in filing our financial reports, but we are very pleased to report that this was one of our best years ever with $9.6 million in operating income for the Company during 2022.  Each of our life, health, and property and casualty segments is performing quite well and we look forward to the balance of 2023 with optimism.”


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, Bankers Fidelity Assurance Company and Atlantic Capital Life 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 the Company’s ability to remediate the identified material weakness in its internal control over financial reporting and those other risks and uncertainties 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)
 
2022
   
2021
   
2022
   
2021
 
Insurance premiums
                       
Life and health
 
$
28,391
   
$
29,216
   
$
115,164
   
$
116,234
 
Property and casualty
   
16,523
     
17,685
     
70,276
     
67,982
 
Insurance premiums, net
   
44,914
     
46,901
     
185,440
     
184,216
 
                                 
Net investment income
   
2,422
     
2,012
     
9,932
     
8,528
 
Realized investment gains, net
   
1
     
4,383
     
30
     
4,903
 
Unrealized gains (losses) on equity securities, net
   
(2,106
)
   
(3,564
)
   
(7,562
)
   
1,894
 
Other income
   
-
     
-
     
11
     
13
 
                                 
Total revenue
   
45,231
     
49,732
     
187,851
     
199,554
 
                                 
Insurance benefits and losses incurred
                               
Life and health
   
18,278
     
20,798
     
76,281
     
87,261
 
Property and casualty
   
10,626
     
10,876
     
47,175
     
44,433
 
Commissions and underwriting expenses
   
10,819
     
10,826
     
46,713
     
47,496
 
Interest expense
   
661
     
347
     
1,952
     
1,387
 
Other expense
   
3,483
     
3,497
     
13,634
     
13,675
 
                                 
Total benefits and expenses
   
43,867
     
46,344
     
185,755
     
194,252
 
                                 
Income before income taxes
   
1,364
     
3,388
     
2,096
     
5,302
 
Income tax expense
   
318
     
723
     
571
     
1,021
 
                                 
Net income
 
$
1,046
   
$
2,665
   
$
1,525
   
$
4,281
 
                                 
Earnings per common share (basic)
 
$
0.05
   
$
0.13
   
$
0.06
   
$
0.19
 
Earnings per common share (diluted)
 
$
0.05
   
$
0.12
   
$
0.06
   
$
0.19
 
                                 
Reconciliation of Non-GAAP financial measure
                               
                                 
Net income
 
$
1,046
   
$
2,665
   
$
1,525
   
$
4,281
 
Income tax expense
   
318
     
723
     
571
     
1,021
 
Realized investment gains, net
   
(1
)
   
(4,383
)
   
(30
)
   
(4,903
)
Unrealized (gains) losses on equity securities, net
   
2,106
     
3,564
     
7,562
     
(1,894
)
                                 
Non-GAAP operating income (loss)
 
$
3,469
   
$
2,569
   
$
9,628
   
$
(1,495
)

 
Selected balance sheet data
  
December 31,
2022
     
December 31,
2021
  
             
Total cash and investments
 
$
257,575
   
$
308,195
 
Insurance subsidiaries
   
251,378
     
302,302
 
Parent and other
   
6,197
     
5,893
 
Total assets
   
367,064
     
402,286
 
Insurance reserves and policyholder funds
   
202,651
     
201,797
 
Debt
   
35,747
     
33,738
 
Total shareholders' equity
   
102,193
     
141,286
 
Book value per common share
   
4.74
     
6.66
 
Statutory capital and surplus
               
Life and health
   
36,672
     
38,625
 
Property and casualty
   
53,023
     
52,724
 


Atlantic American Corporation
Financial Data

   
Three Months Ended
March 31,
 
(Unaudited; In thousands, except per share data)
 
2023
   
2022
 
Insurance premiums
           
Life and health
 
$
28,889
   
$
29,738
 
Property and casualty
   
17,211
     
17,343
 
Insurance premiums, net
   
46,100
     
47,081
 
                 
Net investment income
   
2,541
     
2,340
 
Realized investment losses, net
   
-
     
(10
)
Unrealized gains (losses) on equity securities, net
   
(2,375
)
   
2,193
 
Other income
   
3
     
4
 
                 
Total revenue
   
46,269
     
51,608
 
                 
Insurance benefits and losses incurred
               
Life and health
   
17,800
     
20,691
 
Property and casualty
   
12,660
     
10,478
 
Commissions and underwriting expenses
   
12,918
     
12,836
 
Interest expense
   
750
     
354
 
Other expense
   
3,959
     
3,453
 
                 
Total benefits and expenses
   
48,087
     
47,812
 
                 
Income (loss) before income taxes
   
(1,818
)
   
3,796
 
Income tax expense (benefit)
   
(372
)
   
954
 
                 
Net income (loss)
 
$
(1,446
)
 
$
2,842
 
                 
Earnings (loss) per common share (basic & diluted)
 
$
(0.08
)
 
$
0.13
 
                 
Reconciliation of Non-GAAP financial measure
               
                 
Net income (loss)
 
$
(1,446
)
 
$
2,842
 
Income tax expense (benefit)
   
(372
)
   
954
 
Realized investment losses, net
   
-
     
10
 
Unrealized (gains) losses on equity securities, net
   
2,375
     
(2,193
)
                 
Non-GAAP operating income (loss)
 
$
557
   
$
1,613
 

 
Selected balance sheet data
  
March 31,
2023
     
December 31,
2022
 
 
                 
Total cash and investments
 
$
249,207
   
$
257,575
 
Insurance subsidiaries
   
243,965
     
251,378
 
Parent and other
   
5,242
     
6,197
 
Total assets
   
353,595
     
367,064
 
Insurance reserves and policyholder funds
   
191,243
     
202,651
 
Debt
   
36,738
     
35,747
 
Total shareholders' equity
   
104,379
     
102,193
 
Book value per common share
   
4.85
     
4.74
 
Statutory capital and surplus
               
Life and health
   
32,426
     
36,672
 
Property and casualty
   
53,302
     
53,023