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)
April 1, 2024

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 April 1, 2024, Atlantic American Corporation (the “Registrant”) reported its results of operations for its fourth quarter and year ended December 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 April 1, 2024.
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:  April 1, 2024




3


Exhibit 99.1


ATLANTIC AMERICAN CORPORATION REPORTS
FOURTH QUARTER AND YEAR END RESULTS FOR 2023;
DECLARES ANNUAL DIVIDEND

ATLANTA, Georgia, April 1, 2024 - Atlantic American Corporation (Nasdaq- AAME) today reported net loss for the three month period ended December 31, 2023 of $2.2 million, or ($0.11) per diluted share, as compared to net income of $1.0 million, or $0.05 per diluted share, for the comparable period in 2022.  For the year ended December 31, 2023, the Company reported net loss of $0.2 million, or ($0.03) per diluted share, as compared to net income of $1.5 million, or $0.06 per diluted share, for the year ended December 31, 2022.  The decrease in net income for the fourth quarter of 2023 was primarily due to an increase in insurance benefits and losses incurred partially offset by an increase in unrealized gains in equity securities.  The decrease in net income for the year ended December 31, 2023 was primarily due to a decrease in earned premiums, as well as an increase in insurance benefits and losses as a percentage of premiums.  Also contributing to the decrease in net income is an increase in debt service costs due to rising interest rates.  Partially offsetting this decrease was a decline in unrealized losses on equity securities.

Operating income (loss), as defined below, decreased to a $4.3 million operating loss in the three month period ended December 31, 2023, as compared to $3.5 million operating income for the three month period ended December 31, 2022.  For the year ended December 31, 2023, the Company reported operating income of $1.5 million compared to operating income of $9.6 million for the year ended December 31, 2022.  The decrease in operating income for the three and twelve month periods was primarily due to an increase in insurance benefits and losses incurred as a percentage of premiums.

Commenting on the results, Hilton H. Howell, Jr., Chairman, President and Chief Executive Officer, stated, “The Company has made significant investments in both human talent and information technology within our Life and Health segment that we expect will lead to improved top line results and profitability of our business.  While we have experienced some inflationary pressures in our Property and Casualty segment, their disciplined underwriting approach delivered another profitable year.  In recognition of our enthusiasm for 2024, the Board of Directors recently approved the Company’s annual dividend of $0.02 per share, which is payable on April 26, 2024 to shareholders of record on April 12, 2024.”

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 forward-looking statements: 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 as described in the Company’s most recent Annual Report on Form 10-K and those other risks and uncertainties detailed in statements and reports that the Company 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
   
Twelve Months Ended
 
   
December 31,
   
December 31,
 
(Unaudited; In thousands, except per share data)
 
2023
   
2022
   
2023
   
2022
 
Insurance premiums
                       
Life and health
 
$
26,138
   
$
28,391
   
$
110,382
   
$
115,164
 
Property and casualty
   
16,781
     
16,523
     
68,443
     
70,276
 
Insurance premiums, net
   
42,919
     
44,914
     
178,825
     
185,440
 
                                 
Net investment income
   
2,633
     
2,422
     
10,058
     
9,932
 
Realized investment gains, net
   
-
     
1
     
70
     
30
 
Unrealized gains (losses) on equity securities, net
   
1,190
     
(2,106
)
   
(2,177
)
   
(7,562
)
Other income
   
3
     
-
     
17
     
11
 
                                 
Total revenue
   
46,745
     
45,231
     
186,793
     
187,851
 
                                 
Insurance benefits and losses incurred
                               
Life and health
   
22,931
     
18,278
     
71,485
     
76,281
 
Property and casualty
   
12,926
     
10,626
     
51,015
     
47,175
 
Commissions and underwriting expenses
   
9,294
     
10,819
     
46,124
     
46,713
 
Interest expense
   
862
     
661
     
3,269
     
1,952
 
Other expense
   
3,834
     
3,483
     
15,465
     
13,634
 
                                 
Total benefits and expenses
   
49,847
     
43,867
     
187,358
     
185,755
 
                                 
Income (loss) before income taxes
   
(3,102
)
   
1,364
     
(565
)
   
2,096
 
Income tax expense (benefit)
   
(874
)
   
318
     
(394
)
   
571
 
                                 
Net income (loss)
 
$
(2,228
)
 
$
1,046
   
$
(171
)
 
$
1,525
 
                                 
Earnings (loss) per common share (basic and diluted)
 
$
(0.11
)
 
$
0.05
   
$
(0.03
)
 
$
0.06
 
                                 
Reconciliation of non-GAAP financial measure
                               
                                 
Net income (loss)
 
$
(2,228
)
 
$
1,046
   
$
(171
)
 
$
1,525
 
Income tax expense (benefit)
   
(874
)
   
318
     
(394
)
   
571
 
Realized investment gains, net
   
-
     
(1
)
   
(70
)
   
(30
)
Unrealized (gains) losses on equity securities, net
   
(1,190
)
   
2,106
     
2,177
     
7,562
 
                                 
Non-GAAP operating income (loss)
 
$
(4,292
)
 
$
3,469
   
$
1,542
   
$
9,628
 

   
December 31,
   
December 31,
 
Selected balance sheet data
 
2023
   
2022
 
             
Total cash and investments
 
$
265,368
   
$
257,575
 
Insurance subsidiaries
   
259,253
     
251,378
 
Parent and other
   
6,115
     
6,197
 
Total assets
   
381,265
     
367,064
 
Insurance reserves and policyholder funds
   
212,422
     
202,651
 
Debt
   
36,757
     
35,747
 
Total shareholders' equity
   
107,275
     
102,193
 
Book value per common share
   
4.99
     
4.74
 
Statutory capital and surplus
               
Life and health
   
38,299
     
36,672
 
Property and casualty
   
51,774
     
53,023