form10k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011
or

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-3722
     

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

Georgia
 
58-1027114
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. 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

Securities registered pursuant to section 12(b) of the Act:

Title of each class
 
Name of exchange
Common Stock, par value
 
NASDAQ Global Market
$1.00 per share
 
 
Securities registered pursuant to Section 12(g) of the Act:

None
     

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
  (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
 
The aggregate market value of voting and nonvoting common stock held by non-affiliates of the registrant as of June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, was $13,668,943. For purposes hereof, beneficial ownership is determined under rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934, and the foregoing excludes value ascribed to common stock that may be deemed beneficially owned by the directors and executive officers of the registrant, some of whom may not be deemed to be affiliates upon judicial determination. On March 9, 2012 there were 21,274,241 shares of the registrant’s common stock, par value $1.00 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the registrant’s Proxy Statement for the 2012 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year end, have been incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.



 
 

 

TABLE OF CONTENTS

   
Page
 
3
PART I
   
Item 1.
3
 
3
 
5
 
6
 
7
 
8
 
11
 
12
 
12
 
13
 
13
 
14
 
15
 
16
 
16
 
16
 
17
 
17
Item 1A.
18
Item 1B.
18
Item 2.
18
Item 3.
18
Item 4.
18
     
PART II
   
Item 5.
19
Item 6.
20
Item 7.
20
Item 7A.
30
Item 8.
31
Item 9.
59
Item 9A.
59
Item 9B.
60
     
PART III
   
Item 10.
Directors, Executive Officers and Corporate Governance
60
Item 11.
Executive Compensation
60
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
60
Item 13.
Certain Relationships and Related Transactions, and Director Independence
60
Item 14.
Principal Accountant Fees and Services
60
     
PART IV
   
Item 15.
62
 
 
Explanatory Note Relating to December 31, 2010 Financial Statements

As previously disclosed by Atlantic American Corporation on March 26, 2012, in connection with the preparation by the Company of its annual report on Form 10-K for the year ended December 31, 2011 (the "2011 Form 10-K"), the Company determined that other than temporary impairments on certain equity securities were more appropriately recognized as of December 31, 2010 than December 31, 2011. As a result, the Company determined that the previously issued financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2010 should no longer be relied upon, and that the Company would restate its financial results as of and for the year ended December 31, 2010.  Such restated financial results are included in this 2011 Form 10-K and a detailed discussion of the financial statement line items impacted is disclosed in Note 1 of Notes to Consolidated Financial Statements.

PART I

Item 1.
Business

The Company

Atlantic American Corporation, a Georgia corporation incorporated in 1968 (the “Parent” or “Company”), is a holding company that operates through its subsidiaries in well-defined specialty markets within the life and health and property and casualty insurance industries. The Parent’s principal operating subsidiaries are American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) within the property and casualty insurance industry and Bankers Fidelity Life Insurance Company (“Bankers Fidelity”) within the life and health industry. Each of American Southern and Bankers Fidelity is managed separately based upon the type of products it offers, and is evaluated on its individual performance. The Company’s strategy is to focus on well-defined geographic, demographic and/or product niches within the insurance marketplace. Each of American Southern and Bankers Fidelity operates with relative autonomy, which structure is designed to allow for quick reaction to market opportunities.

The Parent has no significant business operations of its own and relies on fees, dividends and other distributions from its operating subsidiaries as the principal source of cash flow to meet its obligations. Additional information regarding the cash flow and liquidity needs of the Parent can be found in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Property and Casualty Operations

American Southern comprises the Company’s property and casualty operations and its primary product lines are as follows:

Business Automobile Insurance policies provide bodily injury and/or property damage liability coverage, uninsured motorist coverage and physical damage coverage for commercial accounts.

General Liability Insurance policies cover bodily injury and property damage liability for both premises and completed operations exposures for general classes of business.

Property Insurance policies provide for payment of losses on personal property caused by fire or other multiple perils.

Surety Bonds are contracts under which one party, the insurance company issuing the surety bond, guarantees to a third party that the primary party will fulfill an obligation in accordance with a contractual agreement. This obligation may involve meeting a contractual commitment, paying a debt or performing certain duties.
 
 
American Southern provides tailored business automobile insurance coverage, on a multi-year contract basis, to state governments, local municipalities and other large motor pools and fleets (“block accounts”) that can be specifically rated and underwritten. The size of the block accounts insured by American Southern are generally such that individual class experience can be determined, which allows for customized policy terms and rates. American Southern is licensed to do business in 32 states and the District of Columbia. While the majority of American Southern’s premiums are derived from its automobile lines of business, American Southern also offers personal property, inland marine and general liability coverages. Additionally, American Southern directly provides surety bond coverage for school bus transportation and subdivision construction, as well as performance and payment bonds.

The following table summarizes, for the periods indicated, the allocation of American Southern’s net earned premiums from each of its principal product lines:

   
Year Ended December 31,
 
   
2011
   
2010
 
   
(In thousands)
 
Automobile liability
  $ 16,709     $ 14,399  
Automobile physical damage
    7,736       6,883  
General liability
    4,009       5,057  
Property
    2,086       2,479  
Surety
    6,974       6,121  
Total
  $ 37,514     $ 34,939  

Life and Health Operations

Bankers Fidelity comprises the life and health operations of the Company and offers a variety of life and supplemental health products with a focus on the senior markets. Products offered by Bankers Fidelity include ordinary and term life insurance, Medicare supplement and other accident and health insurance products. Health insurance products, primarily Medicare supplement insurance, accounted for 84.0% of Bankers Fidelity’s net earned premiums in 2011 while life insurance, including both whole and term life insurance policies, accounted for the balance. In terms of the number of policies written in 2011, 82.1% were health insurance policies and 17.9% were life insurance policies.

The following table summarizes, for the periods indicated, the allocation of Bankers Fidelity’s net earned premiums from each of its principal product lines followed by a brief description of the principal products:

   
Year Ended December 31,
 
   
2011
   
2010
 
   
(In thousands)
 
Life insurance
  $ 11,192     $ 11,258  
Medicare supplement
    54,444       46,816  
Other accident and health
    4,321       4,600  
Total health insurance
    58,765       51,416  
Total
  $ 69,957     $ 62,674  

Life Insurance products include non-participating individual term and whole life insurance policies with a variety of riders and options. Policy premiums are dependent upon a number of factors, including issue age, level of coverage and selected riders or options.

Medicare Supplement Insurance includes 7 of the 11 standardized Medicare supplement policies created under the Medicare Improvements for Patients and Providers Act of 2008 (“MIPPA”), which are designed to provide insurance coverage for certain expenses not covered by the Medicare program, including copayments and deductibles.
 
 
Other Accident and Health Insurance coverages include several policies providing for the payment of standard benefits in connection with the treatment of diagnosed cancer, as well as a number of other policies providing nursing facility care, accident expense, hospital/surgical and disability coverages.

Marketing

Property and Casualty Operations

A portion of American Southern’s business is marketed through a small number of specialized, experienced independent agents. American Southern’s agent selection process is actively managed by internal marketing personnel with active oversight from management. Senior management carefully reviews all new programs prior to implementation. Most of American Southern’s agents are paid an up-front commission with the potential for additional commissions by participating in a profit sharing arrangement that is directly linked to the profitability of the underlying business. American Southern also solicits business from governmental entities. As an experienced writer of insurance policies for certain governmental programs, the company actively pursues this market on a direct basis. Much of this business is priced by means of competitive bid situations and there can be no assurance that the company can obtain or retain such business at the time of a specific contract renewal.

Life and Health Operations

Bankers Fidelity markets its policies through three distribution channels all of which utilize commissioned, independent agents. The three channels utilized include the traditional independent agent, broker-agents typically interested in a specific product of Bankers Fidelity and special market agents which promote workplace, association and/or branded products.

In the traditional independent agent arrangement, Bankers Fidelity enters into contractual arrangements with various regional sales directors and general agents responsible for marketing and other sales activities, who also, in turn, recommend appointment of other independent agents. The standard agreements set forth the commission arrangements and are terminable without cause by either party upon notice. Regional sales directors and general agents receive an override commission on sales made by agents sponsored by them. Management believes utilizing experienced agents, as well as independent general agents who recruit and train their own agents, is cost effective. All independent agents are compensated primarily on a commission basis. Using independent agents also enables Bankers Fidelity to effectively expand or contract its sales force without incurring significant expense.

With the traditional independent agents, the company utilizes a lead generation system that rewards qualified agents with leads in accordance with certain production criteria. In addition, a protected territory is established for qualified agents, which entitles them to all leads produced within that territory. The territories are zip code or county based and encompass sufficient geographic territory designed to produce an economically serviceable senior population. The Company believes that offering a lead generation system solves an agent’s most important dilemma -- prospecting -- and allows Bankers Fidelity to build long-term relationships with agents who view Bankers Fidelity as their primary company. In addition, management believes that Bankers Fidelity’s product line is less sensitive to competitor pricing and commissions because of the perceived value of the protected territory and the lead generation system. In protected geographical areas, production per agent has historically compared favorably to unprotected areas served by the general brokerage division.

Products of Bankers Fidelity compete directly with products offered by other insurance companies, and agents may represent multiple insurance companies. Broker-agents generally are not interested in developing relationships with any one particular insurance company but are more interested in matching a specific product with the specific needs of their clients. These agents, while a source of business, do not participate in the company’s lead generation system; but can qualify for other incentives that Bankers Fidelity offers to its traditional independent agents.
 
 
Bankers Fidelity also has a number of agents, some of whom belong to marketing organizations that solicit business from various groups including employers, trade associations and/or other organizations. Depending on the group’s needs, these agents may target one specific product or a group of Bankers Fidelity’s products to market to a group’s members. Bankers Fidelity has also established a comprehensive worksite marketing program to diversify its distribution methods. These agents also do not participate in the company’s lead generation system; but can also qualify for other incentives that Bankers Fidelity offers to its traditional independent agents.

Bankers Fidelity, in an effort to motivate all of its registered agents to market its products, offers the following: competitive products and commission structures, efficient claims service, prompt payment of commissions that vest immediately, simplified policy issuance procedures, periodic sales incentive programs and, as described above, for the traditional independent agents, protected sales territories determined based on specific counties and/or zip codes.

Bankers Fidelity has implemented an agent qualification process and had 2,153 licensed agents as of December 31, 2011. The agents concentrate their sales activities in both the accident and health or life insurance product lines. During 2011, approximately 820 of the licensed agents wrote policies on behalf of Bankers Fidelity.

Underwriting

Property and Casualty Operations

American Southern specializes in underwriting various risks that are sufficiently large enough to establish separate class experience, relying upon the underwriting expertise of its agents.

During the course of the policy life, extensive use is made of risk management representatives to assist commercial underwriters in identifying and correcting potential loss exposures and to pre-inspect new underwritten accounts. The results of each insured are reviewed on an individual basis periodically. When results are below expectations, management takes corrective action which may include adjusting rates, revising underwriting standards, adjusting commissions paid to agents, and/or altering or declining to renew accounts at expiration.

Life and Health Operations

Bankers Fidelity issues a variety of products for both life and health insurance markets, with a focus on senior life products typically with small face amounts of between $3,000 and $50,000, and Medicare supplement insurance. The majority of its products utilize “Yes” or “No” applications that are underwritten on a non-medical basis. Bankers Fidelity offers products to all age groups; however, its primary marketing focus is the senior market which is generally defined as individuals 65 years of age or older. For life products offered to other than the senior market, Bankers Fidelity may require medical information, such as medical examinations, subject to published age guidelines and coverage limits. Approximately 95% of the annualized premiums for both life and health insurance sold during 2011 were derived from insurance written on a non-medical basis. For the senior market, Bankers Fidelity offers life products primarily on a simplified policy issue basis with coverage amounts up to $50,000 for preferred rates, up to $35,000 for standard rates and up to $20,000 for graded death benefits and modified rates. Bankers Fidelity retains a maximum coverage amount of $100,000 with respect to any individual life policy (see “Reinsurance”).

Applications for insurance are reviewed to determine the face amount, age, medical history and any other necessary information. Bankers Fidelity utilizes information obtained directly from the insured, the Medical Information Bureau (“M.I.B.”), paramedical testing, and/or medical records. Bankers Fidelity may also utilize investigative services to supplement and substantiate information. For certain limited coverages, Bankers Fidelity has adopted simplified policy issuance procedures by which an application containing a variety of health related questions is submitted. For these plans, Bankers Fidelity obtains M.I.B. and prescription drug utilization reports and conducts a telephone interview, however, will generally not request paramedical testing or medical records.
 
 
Policyholder and Claims Services

The Company believes that prompt, efficient policyholder and claims services are essential to its continued success in marketing its insurance products (see “Competition”). Additionally, the Company believes that its insureds are particularly sensitive to claims processing time and to the accessibility of qualified staff to answer inquiries. Accordingly, the Company’s policyholder and claims services seek to offer expeditious disposition of service requests by providing toll-free access for all customers, 24-hour claim reporting services, and direct computer links with some of its largest accounts. The Company also utilizes a state-of-the-art automatic call distribution system to ensure that inbound calls to customer service support groups are processed efficiently. Operational data generated from this system allows management to further refine ongoing client service programs and service representative training modules.

Property and Casualty Operations

American Southern controls its claims costs by utilizing an in-house staff of claims supervisors to investigate, verify, negotiate and settle claims. Upon notification of an occurrence purportedly giving rise to a claim, a claim file is established. The claims department then conducts a preliminary investigation, determines whether an insurable event has occurred and, if so, updates the file for the findings and any required reserve adjustments. Frequently, independent adjusters and appraisers are utilized to service claims which require on-site inspections.

Life and Health Operations

Insureds may obtain claim forms by calling the claims department customer service group or through Bankers Fidelity’s website. To shorten claim processing time, a letter detailing all supporting documents that are required to complete a claim for a particular policy is sent to the customer along with the correct claim form. With respect to life policies, the claim is entered into Bankers Fidelity’s claims system when the proper documentation is received. Properly documented claims are generally paid within three to nine business days of receipt. With regard to Medicare supplement policies, the claim is either directly billed to Bankers Fidelity by the provider or sent electronically through a Medicare clearing house.
 
 
Reserves

The following table sets forth information concerning the Company’s reserves for losses and claims and reserves for loss adjustment expenses (“LAE”) for the periods indicated:

   
2011
   
2010
 
   
(In thousands)
 
Balance at January 1
  $ 53,961     $ 50,112  
Less: Reinsurance recoverables
    (14,226 )     (11,489 )
Net balance at January 1
    39,735       38,623  
                 
Incurred related to:
               
Current year
    73,980       69,779  
Prior years (1)
    (4,095 )     (6,304 )
Total incurred
    69,885       63,475  
                 
Paid related to:
               
Current year
    51,316       47,749  
Prior years
    16,301       14,614  
Total paid
    67,617       62,363  
Reserves acquired
    299       -  
Net balance at December 31
    42,302       39,735  
Plus: Reinsurance recoverables
    15,673       14,226  
Balance at December 31
  $ 57,975     $ 53,961  

 
(1)
Favorable loss development from property and casualty operations for the years ended December 31, 2011 and 2010 was $3.1 million and $5.4 million, respectively. See Note 3 of Notes to Consolidated Financial Statements.

Reserves are set by line of business within each of the subsidiaries. At December 31, 2011, approximately 85% of the reserves related to property and casualty losses and approximately 15% related to life and health losses. The Company’s property and casualty operations incur losses which may take extended periods of time to evaluate and settle. Issues with respect to legal liability, actual loss quantification, legal discovery and ultimate subrogation, among other factors, may influence the initial and subsequent estimates of loss. In the property and casualty operations, the Company’s general practice is to reserve at the upper end of the determined reasonable range of loss if no other value within the range is determined to be more probable. The Company’s life and health subsidiary generally incurs losses which are more readily quantified. Medical claims received are recorded in case reserves based on contractual terms using the submitted billings as a basis for determination. Life claims are recorded based on contract value at the time of notification to the Company; although policy reserves related to such contracts have been previously established. Individual case reserves are established by a claims processor on each individual claim and are periodically reviewed and adjusted as new information becomes known during the course of handling a claim. Regular internal periodic reviews are also performed by management to ensure that loss reserves are established and revised timely relative to the receipt of new or additional information. Lines of business for which loss data (e.g. paid losses and case reserves) emerge over a long period of time are referred to as long-tail lines of business. Lines of business for which loss data emerge more quickly are referred to as short-tail lines of business. The Company’s long-tail line of business generally includes general liability while the short-tail lines of business generally include property and automobile coverages.

The Company’s actuaries regularly review reserves for both current and prior accident years using the most current claims data. These regular reviews incorporate a variety of actuarial methods (discussed in Critical Accounting Policies) and judgments and involve a disciplined analysis. For most lines of business, certain actuarial methods and specific assumptions are deemed more appropriate based on the current circumstances affecting that line of business. These selections incorporate input from claims personnel and operating management on reported loss cost trends and other factors that could affect the reserve estimates.
 
 
For long-tail lines of business, the emergence of paid losses and case reserves is less credible in the early periods, and accordingly may not be indicative of ultimate losses. For these lines, methods which incorporate a development pattern assumption are given less weight in calculating incurred but not reported (“IBNR”) reserves for the early periods of loss emergence because such a low percentage of ultimate losses are reported in that time frame. Accordingly, for any given accident year, the rate at which losses on long-tail lines of business emerge in the early periods is generally not as reliable an indication of the ultimate losses as it would be for shorter-tail lines of business. The estimation of reserves for these lines of business in the early periods of loss emergence is therefore largely influenced by statistical analyses and application of prior accident years’ loss ratios, after considering changes to earned pricing, loss costs, mix of business, ceded reinsurance and other factors that are expected to affect the estimated ultimate losses. For later periods of loss emergence, methods which incorporate a development pattern assumption are given more weight in estimating ultimate losses.

For short-tail lines of business, the emergence of paid loss and case reserves is more credible in the early periods and is more likely to be indicative of ultimate losses. The method used to set reserves for these lines of business is based upon utilization of a historical development pattern for reported losses. IBNR reserves for the current year are set as the difference between the estimated fully developed ultimate losses for each year, less the established, related case reserves and cumulative related payments. IBNR reserves for prior accident years are similarly determined, again relying on an indicated, historical development pattern for reported losses.

Based on the results of regular reserve estimate reviews, the Company determines the appropriate reserve adjustment, if any, to record. If necessary, recorded reserve estimates are changed after consideration of numerous factors, including, but not limited to, the magnitude of the difference between the actuarial indication and the recorded reserves, improvement or deterioration of actuarial indication in the period, the maturity of the accident year, trends observed over the recent past and the level of volatility within a particular line of business. In general, changes are made more quickly to recognize changes in estimates to ultimate losses in mature accident years and less volatile lines of business.

Estimating case reserves and ultimate losses involves various considerations which differ according to the line of business. In addition, changes in legislative and regulatory environments may impact loss estimates. General liability claims may have a long pattern of loss emergence. Given the broad nature of potential general liability coverages, investigative time periods may be extended and questions of coverage may exist. Such uncertainties create greater imprecision in estimating required levels of loss reserves. The property and automobile lines of business generally have less variable reserve estimates than other lines. This is largely due to the coverages having relatively shorter periods of loss emergence. Estimates, however, can still vary due to a number of factors, including interpretations of frequency and severity trends. Severity trends can be impacted by changes in internal claim handling and reserving practices in addition to changes in the external environment. These changes in claim practices increase the uncertainty in the interpretation of case reserve data, which increases the uncertainty in recorded reserve levels.

Components of the Company’s reserves for losses and claims by product line at December 31, 2011 were as follows:

   
Case
   
IBNR
   
Total
 
   
(In thousands)
 
Business automobile
  $ 15,412     $ 10,207     $ 25,619  
Personal automobile/physical damage
    1,212       240       1,452  
General & other liability
    4,052       8,475       12,527  
Other lines (including life)
    5,057       4,762       9,819  
Medicare supplement
    183       6,611       6,794  
Unallocated loss adjustment reserves
    -       1,764       1,764  
Total reserves for losses and claims
  $ 25,916     $ 32,059     $ 57,975  
 
 
The Company’s policy is to record reserves for losses and claims in amounts which approximate actuarial best estimates of ultimate values. Actuarial best estimates do not necessarily represent the midpoint value determined using the various actuarial methods; however, such estimates will fall between the estimated low and high end reserve values. The range of estimates developed in connection with the December 31, 2011 actuarial review indicated that reserves could be as much as 15.4% lower or as much as 10.9% higher. In the opinion of management, recorded reserves represent the best estimate of outstanding losses, although significant judgments are made in the derivation of reserve estimates and revisions to such estimates are expected to be made in future periods. Any such revisions could be material, and may materially adversely affect the Company’s financial condition and results of operations in any future period.

Property and Casualty Operations

American Southern maintains loss reserves representing estimates of amounts necessary for payment of losses and LAE, and are not discounted. IBNR reserves are also maintained for future development. These loss reserves are estimates, based on known facts and circumstances at a given point in time, of amounts the insurer expects to pay on incurred claims. All balances are reviewed periodically by the Company’s independent consulting actuary. Reserves for LAE are intended to cover the ultimate costs of settling claims, including investigation and defense of lawsuits resulting from such claims. Loss reserves for reported claims are based on a case-by-case evaluation of the type of claim involved, the circumstances surrounding the claim, and the policy provisions relating to the type of loss along with anticipated future development. The LAE for claims reported and claims not reported is based on historical statistical data and anticipated future development. Inflation and other factors which may affect claim payments are implicitly reflected in the reserving process through analysis and consideration of cost trends and reviews of historical reserve results.

American Southern establishes reserves for claims based upon: (a) management’s estimate of ultimate liability and claims adjusters’ evaluations for unpaid claims reported prior to the close of the accounting period, (b) estimates of IBNR claims based on past experience, and (c) estimates of LAE. If no value is determined to be more probable in estimating a loss after considering all factors, the Company’s general practice is to reserve at the higher end of the determined reasonable range of loss. The estimated liability is periodically reviewed and updated, and changes to the estimated liability are recorded in the statement of operations in the year in which such changes become known.

The following table sets forth the development of reserves for unpaid losses and claims determined using generally accepted accounting principles of American Southern’s insurance lines from 2001 through 2011. Specifically excluded from the table are the life and health division’s claims reserves, which are included in the consolidated loss and claims reserves. The top line of the table represents the estimated cumulative amount of losses and LAE for claims arising in all prior years that were unpaid at the balance sheet date for each of the indicated periods, including an estimate of IBNR losses at the applicable date. The amounts represent initial reserve estimates at the respective balance sheet dates for the current and all prior years. The next portion of the table shows the cumulative amounts paid with respect to claims in each succeeding year. The lower portion of the table shows the re-estimated amounts of previously recorded reserves based on experience as of the end of each succeeding year.

The reserve estimates are modified as more information becomes known about the frequency and severity of claims for individual years. The “cumulative redundancy” for each year represents the aggregate change in such year’s estimates through the end of 2011. Furthermore, the amount of the redundancy for any year represents the cumulative amount of the changes from initial reserve estimates for such year. Operations for any year may be affected, favorably or unfavorably, by the amount of the change in the estimate for such years; however, because such analysis is based on the reserves for unpaid losses and claims, before consideration of reinsurance, the total indicated redundancies may not ultimately be reflected in the Company’s net income. Further, conditions and trends that have affected development of the reserves in the past may not necessarily occur in the future and there could be future events or actions that would impact future development which have not existed in the past. Accordingly, the accurate prediction of future redundancies based on the data in the following table is not possible.
 
 
   
Year Ended December 31,
 
   
2011
   
2010
   
2009
   
2008
   
2007
   
2006
   
2005
   
2004
   
2003
   
2002
   
2001
 
   
(Dollars In thousands)
 
Reserve for Losses and LAE
  $ 49,478     $ 46,092     $ 42,248     $ 44,928     $ 43,994     $ 45,655     $ 43,593     $ 42,310     $ 39,042     $ 44,428     $ 46,242  
                                                                                         
Cumulative paid as of:
                                                                                       
One year later
            15,183       10,486       13,627       11,630       18,010       14,254       16,521       13,772       15,825       18,093  
Two years later
                    17,462       19,003       21,187       24,793       23,967       24,217       22,202       23,933       26,194  
Three years later
                            22,197       23,993       29,338       27,235       28,775       26,673       28,487       31,257  
Four years later
                                    25,733       30,853       29,179       31,019       28,645       31,398       33,683  
Five years later
                                            31,486       30,629       31,594       30,257       32,820       35,134  
Six years later
                                                    30,961       32,149       30,447       34,238       35,610  
Seven years later
                                                            32,248       30,616       34,288       36,814  
Eight years later
                                                                    30,685       34,418       36,854  
Nine years later
                                                                            34,468       36,984  
Ten years later
                                                                                    37,032  
                                                                                         
Ultimate losses and LAE reestimated as of:
                                                                                       
End of year
  $ 49,478     $ 46,092     $ 42,248     $ 44,928     $ 43,994     $ 45,655     $ 43,593     $ 42,310     $ 39,042     $ 44,428     $ 46,242  
One year later
            39,999       32,563       31,649       33,663       35,590       34,897       37,280       35,706       42,235       39,628  
Two years later
                    30,562       28,386       29,903       34,163       32,929       34,108       34,779       40,099       40,249  
Three years later
                            27,570       29,077       33,499       31,560       33,338       31,710       39,260       38,877  
Four years later
                                    29,162       32,753       32,043       33,370       31,224       37,163       39,339  
Five years later
                                            33,049       32,085       33,090       31,049       37,133       39,067  
Six years later
                                                    32,192       32,960       31,203       36,914       39,484  
Seven years later
                                                            32,986       31,246       37,008       39,331  
Eight years later
                                                                    31,232       37,149       39,405  
Nine years later
                                                                            37,075       39,583  
Ten years later
                                                                                    39,507  
                                                                                         
Cumulative redundancy
          $ 6,093     $ 11,686     $ 17,358     $ 14,832     $ 12,606     $ 11,401     $ 9,324     $ 7,810     $ 7,353     $ 6,735  
              13.2 %     27.7 %     38.6 %     33.7 %     27.6 %     26.2 %     22.0 %     20.0 %     16.6 %     14.6 %

Note: This analysis is based on reserves for unpaid losses and claims, before consideration of reinsurance; therefore the total indicated redundancies may not ultimately be reflected in the Company’s net income.

Life and Health Operations

Bankers Fidelity establishes liabilities for future policy benefits to meet projected future obligations under outstanding policies. These reserves are calculated to satisfy policy and contract obligations as they mature. The amount of reserves for insurance policies is calculated using assumptions for interest rates, mortality and morbidity rates, expenses, and withdrawals. Reserves are adjusted periodically based on published actuarial tables with modifications to reflect actual experience. The use of significantly different assumptions, or actual results that differ significantly from our estimates, could materialy adversely effect our liquidity, results of operations or financial condition. See Note 3 of Notes to Consolidated Financial Statements.

Reinsurance

The Company’s insurance subsidiaries may purchase reinsurance from unaffiliated insurers and reinsurers to reduce their potential liability on individual risks and to protect against catastrophic losses. In a reinsurance transaction, an insurance company transfers, or “cedes,” a portion or all of its exposure on insurance policies to a reinsurer. The reinsurer assumes the exposure in return for a portion of the premiums. The ceding of insurance does not legally discharge the insurer from primary liability for the full amount of policies written by it, and the ceding company will incur a loss if the reinsurer fails to meet its obligations under the reinsurance agreement.

Property and Casualty Operations

American Southern’s basic reinsurance treaties generally cover all claims in excess of specified per occurrence limitations. Limits per occurrence within the reinsurance treaties are as follows: Fire, inland marine, commercial automobile physical damage - $125,000 excess of $50,000 retention; and automobile liability and general liability - excess coverage of $2.0 million less retentions that may vary from $100,000 to $150,000 depending on the account. American Southern maintains a property catastrophe treaty with a $5.7 million limit excess of $300,000 retention. American Southern also issues individual surety bonds with face amounts generally up to $1.5 million, and limited to $5.0 million in aggregate per account, that are not reinsured.
 
 
Life and Health Operations

Bankers Fidelity has entered into reinsurance contracts ceding the excess of its retention to several primary reinsurers. Maximum retention by Bankers Fidelity on any one individual in the case of life insurance policies is $100,000. At December 31, 2011, $22.6 million of the $265.1 million of life insurance in force at Bankers Fidelity was reinsured, generally under yearly renewable term agreements. Certain prior year reinsurance agreements also remain in force although they no longer provide reinsurance for new business.

Competition

Competition for insurance products is based on many factors including premiums charged, terms and conditions of coverage, service provided, financial ratings assigned by independent rating agencies, claims services, reputation, perceived financial strength and the experience of the organization in the line of business being written.

Property and Casualty Operations

The businesses in which American Southern engages are highly competitive. The principal areas of competition are pricing and service. Many competing property and casualty companies, which have been in business longer than American Southern, offer more diversified lines of insurance and have substantially greater financial resources. Management believes, however, that the policies it sells are competitive with those providing similar benefits offered by other insurers doing business in the states in which American Southern operates. American Southern attempts to develop strong relationships with its existing agents and, consequently, believes it is generally privy to new opportunities and programs with existing agents.

Life and Health Operations

The life and health insurance business also remains highly competitive and includes a large number of insurance companies, many of which have substantially greater financial resources than Bankers Fidelity or the Company. Bankers Fidelity offers life insurance products, Medicare supplement and other accident and health insurance products with a focus on the senior market. Bankers Fidelity believes that its primary competitors are Blue Cross / Blue Shield, Globe Life and Accident Insurance Company, Lincoln Heritage Life Insurance Company, Mutual of Omaha, Oxford Life Insurance Company, United Commercial Travelers of America, United World Life Insurance Company and Woodman of the World. Bankers Fidelity competes with these as well as other insurers on the basis of premium rates, policy benefits and service to policyholders. Bankers Fidelity also competes with other insurers to attract and retain the allegiance of its independent agents through commission and sales incentive arrangements, accessibility and marketing assistance, lead programs, reputation, and market expertise. In order to better compete, Bankers Fidelity offers a proprietary lead generation system to attract and retain traditional independent agents. Bankers Fidelity also actively seeks opportunities in niche markets, developing long-term relationships with a select number of independent marketing organizations promoting worksite marketing and selective association endorsements. Bankers Fidelity has a track record of successfully competing in its chosen markets by establishing relationships with independent agents and providing proprietary marketing initiatives as well as providing outstanding service to policyholders. Bankers Fidelity believes that it competes effectively on the bases of policy benefits, services and market segmentation.

Ratings

Ratings of insurance companies are not designed for investors and do not constitute recommendations to buy, sell, or hold any security. Ratings are important measures within the insurance industry, and improved ratings should have a favorable impact on the ability of a company to compete in the marketplace.
 
 
Each year A.M. Best Company, Inc. (“A.M. Best”) publishes Best’s Insurance Reports, which includes assessments and ratings of all insurance companies. A.M. Best’s ratings, which may be revised quarterly, fall into fifteen categories ranging from A++ (Superior) to F (in liquidation). A.M. Best’s ratings are based on a detailed analysis of the statutory financial condition and operations of an insurance company compared to the industry in general.

American Southern. American Southern and its wholly-owned subsidiary, American Safety Insurance Company, are each, as of the date of this report, rated “A” (Excellent) by A.M. Best.

Bankers Fidelity. Bankers Fidelity is, as of the date of this report, rated “B++” (Good) by A.M. Best.

Regulation

In common with all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and supervision in the jurisdictions in which they do business. Statutes typically delegate regulatory, supervisory, and administrative powers to state insurance commissioners. The method of such regulation varies, but regulation relates generally to the licensing of insurers and their agents, the nature of and limitations on investments, approval of policy forms, reserve requirements, the standards of solvency to be met and maintained, deposits of securities for the benefit of policyholders, and periodic examinations of insurers and trade practices, among other things. The Company’s products generally are subject to rate regulation by state insurance commissions, which require that certain minimum loss ratios be maintained. Certain states also have insurance holding company laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. The Company’s insurance subsidiaries are subject to such legislation and are registered as controlled insurers in those jurisdictions in which such registration is required. Such laws vary from state to state, but typically require periodic disclosure concerning the corporation which controls the registered insurers and all subsidiaries of such corporations, as well as prior notice to, or approval by, the state insurance commissioners of intercorporate transfers of assets (including payments of dividends by the insurance subsidiaries in excess of specified amounts) within the holding company system.

Most states require that rate schedules and other information be filed with the state’s insurance regulatory authority, either directly or through a rating organization with which the insurer is affiliated. The regulatory authority may disapprove a rate filing if it determines that the rates are inadequate, excessive, or discriminatory. The Company has historically experienced no significant regulatory resistance to its applications for rate adjustments; however, the Company cannot provide any assurance that it will not receive any objections to any applications in the future.

A state may require that acceptable securities be deposited for the protection either of policyholders located in those states or of all policyholders. As of December 31, 2011, securities with an amortized cost of $6.1 million were on deposit either directly with various state authorities or with third parties pursuant to various custodial agreements on behalf of the Company’s insurance subsidiaries.

Virtually all of the states in which the Company’s insurance subsidiaries are licensed to transact business require participation in their respective guaranty funds designed to cover claims against insolvent insurers. Insurers authorized to transact business in these jurisdictions are generally subject to assessments of up to 4% of annual direct premiums written in that jurisdiction to pay such claims, if any. The likelihood and amount of any future assessments cannot be estimated until an insolvency has occurred.

NAIC Ratios

The National Association of Insurance Commissioners (the “NAIC”) was established to, among other things, provide guidelines to assess the financial strength of insurance companies for state regulatory purposes. The NAIC conducts annual reviews of the financial data of insurance companies primarily through the application of 13 financial ratios prepared on a statutory basis. The annual statements are submitted to state insurance departments to assist them in monitoring insurance companies in their state and to set forth a desirable range in which companies should fall in each such ratio.
 
 
The NAIC suggests that insurance companies which fall outside of the “usual” range in four or more financial ratios are those most likely to require analysis by state regulators. However, according to the NAIC, it may not be unusual for a financially sound company to have several ratios outside the “usual” range, and in normal years the NAIC expects 15% of the companies it tests to be outside the “usual” range in four or more categories.

For the year ended December 31, 2011, American Southern and Bankers Fidelity were within the NAIC “usual” range for all 13 financial ratios.

Risk-Based Capital

Risk-based capital (“RBC”) is used by rating agencies and regulators as an early warning tool to identify weakly capitalized companies for the purpose of initiating further regulatory action. The RBC calculation determines the amount of adjusted capital needed by a company to avoid regulatory action. “Authorized Control Level Risk-Based Capital” (“ACL”) is calculated, and if a company’s adjusted capital is 200% or lower than ACL, it is subject to regulatory action. At December 31, 2011, the Company’s insurance subsidiaries exceeded the RBC regulatory levels.
 
 
Investments

Investment income represents a significant portion of the Company’s operating and total income. Insurance company investments are subject to state insurance laws and regulations which limit the concentration and types of investments. The following table provides information on the Company’s investments as of the dates indicated.

   
December 31,
 
   
2011
   
2010
 
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in thousands)
 
Fixed maturities:
                       
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  $ 35,922       15.7 %   $ 46,630       25.3 %
States, municipalities and political subdivisions
    17,030       7.4       21,007       11.4  
Public utilities
    9,610       4.2       14,732       8.0  
All other corporate bonds
    147,349       64.1       81,635       44.2  
Redeemable preferred stock
    7,437       3.2       7,644       4.1  
Total fixed maturities(1)
    217,348       94.6       171,648       93.0  
Common and non-redeemable preferred stocks(2)
    8,348       3.6       8,524       4.6  
Policy loans(3)
    2,246       1.0       2,200       1.2  
Other invested assets(4)
    567       0.3       980       0.5  
Real estate
    38       0.0       38       0.0  
Investments in unconsolidated trusts
    1,238       0.5       1,238       0.7  
Total investments
  $ 229,785       100.0 %   $ 184,628       100.0 %
 
 
(1)
Fixed maturities are carried on the balance sheet at estimated fair value. Certain fixed maturities do not have publicly quoted prices, and are carried at estimated fair value as determined by management. Total adjusted cost of fixed maturities was $198.5 million as of December 31, 2011 and $171.9 million as of December 31, 2010.

 
(2)
Equity securities are carried on the balance sheet at estimated fair value. Total adjusted cost of equity securities was $7.5 million as of December 31, 2011 and $7.7 million as of December 31, 2010.

 
(3)
Policy loans are valued at historical cost.

 
(4)
Investments in other invested assets are accounted for using the equity method. Total cost of other invested assets was $0.6 million as of December 31, 2011 and $1.0 million as of December 31, 2010.

Estimated fair values are determined as discussed in Note 1 of Notes to Consolidated Financial Statements.
 
 
Results of the Company’s investment portfolio for periods shown were as follows:
 
   
Year Ended December 31,
 
         
Restated
 
   
2011
   
2010
 
   
(Dollars in thousands)
 
Average investments(1)
  $ 224,396     $ 219,040  
Net investment income
    10,410       9,579  
Average yield on investments
    4.6 %     4.4 %
Realized investment gains (losses), net(2)
    27       (741 )

 
(1)
Calculated as the average of cash and investment balances (at amortized cost) at the beginning of the year and at the end of each of the succeeding four quarters.
 
(2)
Includes other than temporary impairment charges in 2011 and 2010 of $1.2 million and $2.3 million, respectively, related to the write-down in the cost basis of certain bonds and common stocks. See Notes 1and 2 of Notes to Consolidated Financial Statements.

Management’s recent investment strategy has been to increase the investment in high quality, higher yielding corporate bonds and, to a lesser extent, in dividend yielding common and preferred stocks.

Employees

The Company and its subsidiaries employed 121 people at December 31, 2011. Of the 121 people employed at December 31, 2011, 119 were full-time.

Financial Information by Industry Segment

Each of American Southern and Bankers Fidelity operate with relative autonomy and each company is evaluated on its individual performance. American Southern operates in the Property and Casualty insurance market, while Bankers Fidelity operates in the Life and Health insurance market. Each segment derives revenue from the collection of premiums, as well as from investment income. Substantially all revenue other than that in the corporate and other segment is from external sources. See Note 14 of Notes to Consolidated Financial Statements.

Available Information

The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other information with the Securities and Exchange Commission (the “SEC”). The public can read and obtain copies of those materials by visiting the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers like the Company that file electronically with the SEC. The address of the SEC’s web site is http://www.sec.gov. In addition, as soon as reasonably practicable after such materials are filed with or furnished to the SEC by the Company, the Company makes copies available to the public, free of charge, on or through its web site at http://www.atlam.com. Neither the Company’s website, nor the information appearing on the website, is included, incorporated into, or a part of, this report.
 
 
Executive Officers of the Registrant

The table below and the information following the table set forth, for each executive officer of the Company as of December 31, 2011, his name, age, positions with the Company and business experience for the past five years, as well as any prior service with the Company.

Name
 
Age
 
Positions with the Company
 
Director or
Officer Since
Hilton H. Howell, Jr.
 
49
 
Chairman of the Board, President & CEO
 
1992
John G. Sample, Jr.
 
55
 
Senior Vice President, CFO and Secretary
 
2002

Officers are elected annually and serve at the discretion of the board of directors.

Mr. Howell has been President and Chief Executive Officer of the Company since May 1995, and prior thereto served as Executive Vice President of the Company from October 1992 to May 1995. He has been a Director of the Company since October 1992 and effective February 24, 2009, assumed the title of Chairman of the board of directors. He is also a director, and serves as chief executive officer, of Gray Television, Inc. and was a director of Triple Crown Media, Inc. until December 2009.

Mr. Sample has served as Senior Vice President and Chief Financial Officer of the Company since July 2002 and Secretary since May 2010. Prior to joining the Company in July 2002, he had been a partner of Arthur Andersen LLP since 1990. Mr. Sample is also a director of 1st Franklin Financial Corporation.

Forward-Looking Statements

Certain of the statements contained herein are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Exchange Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and include estimates and assumptions related to, among other things, economic, competitive and legislative developments. The forward-looking statements are subject to changes and uncertainties which are, in many instances, beyond the Company’s control and have been made based upon management’s current expectations and beliefs concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Actual results could differ materially from those expected by the Company, depending on the occurrence or outcome of various factors. These factors include, among others: significant changes in general economic conditions; disruption to the financial markets; unanticipated increases in the rate, number and amounts of claims outstanding; the possible occurrence of terrorist attacks; the level of performance of reinsurance companies under reinsurance contracts and the availability, pricing and adequacy of reinsurance to protect the Company against losses; changes in the stock markets, interest rates or other financial markets, including the potential effect on the Company’s statutory capital levels; the uncertain effect on the Company of regulatory and market-driven changes in practices relating to the payment of incentive compensation to brokers, agents and other producers; the incidence and severity of catastrophes, both natural and man-made; stronger than anticipated competitive activity; unfavorable judicial or legislative developments; the potential effect of regulatory developments, including those which could increase the Company’s business costs and required capital levels; the Company’s ability to distribute its products through distribution channels, both current and future; the uncertain effect of emerging claim and coverage issues; and the effect of assessments and other surcharges for guaranty funds and other mandatory pooling arrangements. Many of such factors are beyond the Company’s ability to control or predict. As a result, the Company’s actual financial condition and results of operations could differ materially from those expressed in any forward-looking statements made by the Company. Undue reliance should not be placed upon forward-looking statements contained herein. The Company does not intend to publicly update any forward-looking statements that may be made from time to time by, or on behalf of, the Company.
 
 
Item 1A.
Risk Factors

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we have elected to comply with certain scaled disclosure reporting obligations, and therefore do not have to provide the information required by this Item.

Item 1B.
Unresolved Staff Comments

Not applicable.

Item 2.
Properties

Leased Properties. The Company leases space for its principal offices and for some of its insurance operations in an office building located in Atlanta, Georgia, from Delta Life Insurance Company under a lease which continues until either party provides written notice of cancellation at least twelve months in advance of the actual termination date. The lease, which commenced on November 1, 2007, provides for rent adjustments on every fifth anniversary of the commencement date. Under the current terms of the lease, the Company occupies approximately 49,586 square feet of office space. Delta Life Insurance Company, the owner of the building, is controlled by J. Mack Robinson, the majority shareholder of the Company. The terms of the lease are believed by Company management to be comparable to terms which could be obtained by the Company from unrelated parties for comparable rental property.

American Southern leases space for its office in a building located in Atlanta, Georgia. The lease term expires May 31, 2019. Under the terms of the lease, American Southern occupies approximately 17,014 square feet.

The Company believes that its current properties are in good condition, and are sufficient for the operations of its business.

Item 3.
Legal Proceedings

From time to time, the Company and its subsidiaries are involved in various claims and lawsuits arising in the ordinary course of business, both as a liability insurer defending third-party claims brought against insureds and as an insurer defending coverage claims brought against it. The Company accounts for such exposures through the establishment of loss and loss adjustment expense reserves. We do not expect that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for probable losses and costs of defense, will be material to the Company’s consolidated financial condition, although the results of such litigation could be material to the consolidated results of operations for any given period.

Item 4.
Mine Safety Disclosures

Not applicable.
 
 
PART II

Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is quoted on the Nasdaq Global Market (Symbol: AAME). As of March 9, 2012, there were 4,075 shareholders of record. The following table sets forth, for the periods indicated, the high and low sales prices of the Company’s common stock as reported on the Nasdaq Global Market.

Year Ended December 31,
 
High
   
Low
 
             
2011
           
1st quarter
  $ 2.25     $ 1.84  
2nd quarter
    2.23       1.82  
3rd quarter
    2.11       1.62  
4th quarter
    2.05       1.26  
2010
               
1st quarter
  $ 1.60     $ 1.15  
2nd quarter
    1.99       1.06  
3rd quarter
    1.92       1.15  
4th quarter
    2.05       1.43  
 
During 2011, the Company paid a special cash dividend of $0.02 per share. On February 21, 2012, the Company’s board of directors declared an annual cash dividend of $0.02 per share that will be payable to shareholders of record as of the close of business on March 30, 2012.  Payment of dividends in the future will be at the discretion of the Company’s board of directors and will depend upon the financial condition, capital requirements, earnings of the Company, any restrictions contained in any agreements by which the Company is bound, as well as other factors as the board of directors may deem relevant. The Company’s primary recurring source of cash for the payment of dividends is dividends from its subsidiaries; although as of December 31, 2011, the Parent held unrestricted cash and investment balances of $26.7 million. Under the insurance code of the state in which each insurance subsidiary is domiciled, dividend payments to the Company by its insurance subsidiaries, without the prior approval of the Insurance Commissioner of the applicable state, are limited to the greater of 10% of statutory surplus or statutory net income of such subsidiary before recognizing realized investment gains. At December 31, 2011, American Southern had $38.0 million of statutory surplus and Bankers Fidelity had $32.1 million of statutory surplus.

Issuer Purchases of Equity Securities

On May 2, 1995, the board of directors of the Company approved an initial plan that allowed for the repurchase of shares of the Company’s common stock (the “Repurchase Plan”). As amended since its original adoption, the Repurchase Plan currently allows for repurchases of up to an aggregate of 2.0 million shares of the Company’s common stock on the open market or in privately negotiated transactions, as determined by an authorized officer of the Company. Such purchases can be made from time to time in accordance with applicable securities laws and other requirements.
 
 
The table below sets forth information regarding repurchases by the Company of shares of its common stock on a monthly basis during the three month period ended December 31, 2011.
 
Period
 
Total
Number of
Shares
Purchased
   
Average
Price Paid
per Share
   
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
   
Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Plans or
Programs
 
October 1 – October 31, 2011
    200     $ 1.88       200       403,488  
November 1 – November 30, 2011
    1,126,453 (1)     1.56 (1)     1,126,453       402,309  
December 1 – December 31, 2011
    -       -       -       402,309  
Total
    1,126,653     $ 1.56       1,126,653          

 
(1)
Includes 1,125,274 shares of Company common stock acquired by the Company other than pursuant to the Repurchase Plan on November 21, 2011 in a privately negotiated transaction with an individual shareholder. Total consideration for this repurchase was $1.75 million, or approximately $1.56 per share.

Stock Performance Graph

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we have elected to comply with certain scaled disclosure reporting obligations, and therefore do not have to provide the information required by this Item.

Item 6.

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we have elected to comply with certain scaled disclosure reporting obligations, and therefore do not have to provide the information required by this Item.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”) for the years ended December 31, 2011 and 2010, as restated (See Note 1 of Notes to Consolidated Financial Statements). This discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere herein.

Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”), and Bankers Fidelity Life Insurance Company (“Bankers Fidelity”). Each operating company is managed separately, offers different products and is evaluated on its individual performance.

Critical Accounting Policies

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and, in management’s belief, conform to general practices within the insurance industry. The following is an explanation of the Company’s accounting policies and the resultant estimates considered most significant by management. These accounting policies inherently require significant judgment and assumptions and actual operating results could differ significantly from management’s estimates determined using these policies. Atlantic American does not expect that changes in the estimates determined using these policies will have a material effect on the Company’s financial condition or liquidity, although changes could have a material effect on its consolidated results of operations.
 
 
Unpaid loss and loss adjustment expenses comprised 28% of the Company’s total liabilities at December 31, 2011. This liability includes estimates for: 1) unpaid losses on claims reported prior to December 31, 2011, 2) future development on those reported claims, 3) unpaid ultimate losses on claims incurred prior to December 31, 2011 but not yet reported and 4) unpaid loss adjustment expenses for reported and unreported claims incurred prior to December 31, 2011. Quantification of loss estimates for each of these components involves a significant degree of judgment and estimates may vary, materially, from period to period. Estimated unpaid losses on reported claims are developed based on historical experience with similar claims by the Company.  Development on reported claims, estimates of unpaid ultimate losses on claims incurred prior to December 31, 2011 but not yet reported, and estimates of unpaid loss adjustment expenses are developed based on the Company’s historical experience, using actuarial methods to assist in the analysis. The Company’s actuaries develop ranges of estimated development on reported and unreported claims as well as loss adjustment expenses using various methods, including the paid-loss development method, the reported-loss development method, the paid Bornhuetter-Ferguson method and the reported Bornhuetter-Ferguson method. Any single method used to estimate ultimate losses has inherent advantages and disadvantages due to the trends and changes affecting the business environment and the Company’s administrative policies. Further, a variety of external factors, such as legislative changes, medical cost inflation, and others may directly or indirectly impact the relative adequacy of liabilities for unpaid losses and loss adjustment expenses. The Company’s approach is to select an estimate of ultimate losses based on comparing results of a variety of reserving methods, as opposed to total reliance on any single method. Unpaid loss and loss adjustment expenses are reviewed periodically for significant lines of business, and when current results differ from the original assumptions used to develop such estimates, the amount of the Company’s recorded liability for unpaid loss and loss adjustment expenses is adjusted. In the event the Company’s actual reported losses in any period are materially in excess of the previously estimated amounts, such losses, to the extent reinsurance coverage does not exist, could have a material adverse effect on the Company’s results of operations.

Future policy benefits comprised 31% of the Company’s total liabilities at December 31, 2011. These liabilities relate primarily to life insurance products and are based upon assumed future investment yields, mortality rates, and withdrawal rates after giving effect to possible risks of adverse deviation. The assumed mortality and withdrawal rates are based upon the Company’s experience. If actual results differ from the initial assumptions, the amount of the Company’s recorded liability could require adjustment.

Deferred acquisition costs comprised 8% of the Company’s total assets at December 31, 2011.  Deferred acquisition costs are commissions, premium taxes, and other costs that vary with and are primarily related to the acquisition of new and renewal business and are generally deferred and amortized. The deferred amounts are recorded as an asset on the balance sheet and amortized to expense in a systematic manner. Traditional life insurance and long-duration health insurance deferred policy acquisition costs are amortized over the estimated premium-paying period of the related policies using assumptions consistent with those used in computing the related liability for policy benefit reserves. The deferred acquisition costs for property and casualty insurance and short-duration health insurance are amortized over the effective period of the related insurance policies.  Deferred policy acquisition costs are expensed when such costs are deemed not to be recoverable from future premiums (for traditional life and long-duration health insurance) and from the related unearned premiums and investment income (for property and casualty and short-duration health insurance). Assessments of recoverability for property and casualty and short-duration health insurance are extremely sensitive to the estimates of a subsequent year’s projected losses related to the unearned premiums. Projected loss estimates for a current block of business for which unearned premiums remain to be earned may vary significantly from the indicated losses incurred in any previous calendar year.

Receivables are amounts due from reinsurers, insureds and agents, and any sales of investment securities not yet settled, and comprised 8% of the Company’s total assets at December 31, 2011. Insured and agent balances are evaluated periodically for collectibility. Annually, the Company performs an analysis of the creditworthiness of the reinsurers with whom the Company contracts using various data sources. Failure of reinsurers to meet their obligations due to insolvencies, disputes or otherwise could result in uncollectible amounts and losses to the Company. Allowances for uncollectible amounts are established, as and when a loss has been determined probable, against the related receivable. Losses are recognized by the Company when determined on a specific account basis and a general provision for loss is made based on the Company’s historical experience.
 
 
Cash and investments comprised 83% of the Company’s total assets at December 31, 2011. Substantially all of the Company’s investments are in bonds and common and preferred stocks, the values of which are subject to significant market fluctuations. The Company carries all investments as available for sale and, accordingly, at their estimated fair values. The Company owns certain fixed maturities that do not have publicly quoted values, but had an estimated fair value as determined by management of $2.0 million at December 31, 2011. Such values inherently involve a greater degree of judgment and uncertainty and therefore ultimately greater price volatility than the value of securities with publicly quoted market values. On occasion, the value of an investment may decline to a value below its amortized purchase price and remain at such value for an extended period of time. When an investment’s indicated fair value has declined below its cost basis for a period of time, the Company evaluates such investment for an other than temporary impairment. The evaluation for an other than temporary impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to hold these securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit status. If an other than temporary impairment is deemed to exist, then the Company will write down the amortized cost basis of the investment to its estimated fair value. While any such write down does not impact the reported value of the investment in the Company’s balance sheet, it is reflected as a realized investment loss in the Company’s consolidated statements of operations.

The Company determines the fair values of certain financial instruments based on the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820-10-20, Fair Value Measurements and Disclosures (“ASC 820-10-20”). The fair values for fixed maturity and equity securities are largely determined by either independent methods prescribed by the National Association of Insurance Commissioners, which do not differ materially from nationally quoted market prices, when available, or independent broker quotations. See Note 2 and Note 15 of the accompanying notes to consolidated financial statements with respect to assets and liabilities carried at fair value and information about the inputs used to value those financial instruments, by hierarchy level, in accordance with ASC 820-10-20.

Deferred income taxes comprised 2% of the Company’s total liabilities at December 31, 2011. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for tax purposes. These deferred income taxes are measured by applying currently enacted tax laws and rates. Valuation allowances are recognized to reduce the deferred tax asset to the amount that is deemed more likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future taxable income and tax planning strategies.

Refer to Note 1 of “Notes to Consolidated Financial Statements” for details regarding the Company’s significant accounting policies.
 
 
Overall Corporate Results

   
Year Ended December 31,
 
         
Restated
 
   
2011
   
2010
 
   
(In thousands)
 
Revenue
           
Property and Casualty:
           
American Southern
  $ 42,390     $ 39,328  
Life and Health:
               
Bankers Fidelity
    75,366       67,357  
Corporate and Other
    576       204  
Total revenue
  $ 118,332     $ 106,889  
Income (loss) before income taxes
               
Property and Casualty:
               
American Southern
  $ 4,366     $ 4,419  
Life and Health:
               
Bankers Fidelity
    5,191       2,018  
Corporate and Other
    (6,242 )     (5,816 )
Income before income taxes
  $ 3,315     $ 621  
Net income
  $ 3,290     $ 990  

On a consolidated basis, the Company had net income of $3.3 million, or $0.12 per diluted share, in 2011, compared to restated net income of $1.0 million, or $0.02 per diluted share, in 2010. Included in net income in 2011 and 2010 were realized investment losses of $1.2 million and $2.3 million, respectively, related to the write-down in the cost basis of certain bonds and equity securities due to other than temporary impairments. In 2011, operating income (income before income taxes and realized gains or losses) was $3.3 million compared to $1.4 million in 2010.  The increase in operating income during 2011 was primarily due to an increase in premium revenue and investment income, while maintaining a relatively consistent level of fixed expenses.

Total revenue was $118.3 million in 2011 as compared to $106.9 million in 2010. Premium revenue increased to $107.5 million in 2011 from $97.6 million in 2010. The increase in premiums was primarily due to increases in Medicare supplement and commercial automobile business. The increase in investment income was primarily attributable to a higher average balance of fixed maturities held by the Company in 2011 as compared to 2010. Also, included in total revenue were realized investment gains of $27,000 in 2011 compared to realized investment losses of $0.7 million in 2010. The magnitude of realized investment gains and losses in any year is a function of the timing of trades of investments relative to the markets themselves as well as the recognition of any other than temporary impairments on investments.

Total expenses were $115.0 million in 2011 as compared to $106.3 million in 2010. Although total expenses increased, the Company’s overall underwriting results improved in 2011. As a percentage of premiums, insurance benefits and losses incurred and commissions and underwriting expenses were 96.0% and 97.3% in 2011 and 2010, respectively. The decrease in the ratio was primarily due to the increase in premium revenue in the life and health operations partially offset by higher loss ratios in the property and casualty operations.

The Company’s property and casualty operations are comprised of American Southern and the Company’s life and health operation consists of Bankers Fidelity.

A more detailed analysis of the operating companies and other corporate activities follows.
 
 
UNDERWRITING RESULTS

American Southern

The following table summarizes, for the periods indicated, American Southern’s premiums, losses, expenses and underwriting ratios:

   
Year Ended December 31,
 
   
2011
   
2010
 
   
(Dollars in thousands)
 
Gross written premiums
  $ 45,513     $ 43,505  
Ceded premiums
    (6,494 )     (5,505 )
Net written premiums
  $ 39,019     $ 38,000  
Net earned premiums
  $ 37,514     $ 34,939  
Net losses and loss adjustment expenses
    24,210       21,208  
Underwriting expenses
    13,814       13,701  
Underwriting income (loss)
  $ (510 )   $ 30  
Loss ratio
    64.6 %     60.7 %
Expense ratio
    36.8       39.2  
Combined ratio
    101.4 %     99.9 %

Gross written premiums at American Southern increased $2.0 million, or 4.6%, during 2011 as compared to 2010. The increase in gross written premiums was primarily attributable to an increase in commercial automobile business generated from several significant agents as well as an increased production of performance bonds in the surety line of business. Partially offsetting the increase in gross written premiums was the decline in the general liability line of business due to the loss of an agency and decreases in artisan programs resulting from continued weakness in the construction industry. During 2011, American Southern experienced higher loss ratios in the commercial automobile line of business as compared to 2010. Due to the unfavorable loss experience in 2011, several agencies were cancelled by American Southern in the first quarter of 2012. These agencies on a combined basis produced approximately $6.8 million in annualized commercial automobile business. In an effort to increase gross written premiums and diversify its business, American Southern continually evaluates new underwriting programs and expects to be able to offset the decrease in business writings from these cancelled agents.

Ceded premiums increased $1.0 million, or 18.0%, during 2011 as compared to 2010. The increase in ceded premiums was primarily due to the increase in the related earned premiums. As American Southern’s premiums are determined and ceded as a percentage of earned premiums, an increase in ceded premiums occurs when earned premiums increase. Also contributing to the increase in ceded premiums was an increase in commercial automobile earned premiums which have higher contractual cession rates than other lines of business as well as increased cession rates resulting from the renewal of the company’s reinsurance agreement in the fourth quarter of 2011.

The following table summarizes, for the periods indicated, American Southern’s net earned premiums by line of business:

   
Year Ended December 31,
 
   
2011
   
2010
 
   
(In thousands)
 
Automobile liability
  $ 16,709     $ 14,399  
Automobile physical damage
    7,736       6,883  
General liability
    4,009       5,057  
Property
    2,086       2,479  
Surety
    6,974       6,121  
Total net earned premiums
  $ 37,514     $ 34,939  
 
 
Net earned premiums increased $2.6 million, or 7.4%, during 2011 as compared to 2010. The increase in net earned premiums during 2011 was primarily attributable to the increase in commercial automobile and surety business generated in the current year and the increased volume of commercial automobile premiums written in the second half of 2010 from a new agent. Premiums are earned ratably over their respective policy terms, and therefore premiums earned in the current year are related to policies written during both the current year and immediately preceding year. The decrease in the general liability net earned premiums was due to the same reasons discussed previously. In 2011, American Southern’s five principal states in terms of premium revenue were Alabama, Florida, Georgia, Ohio, and Texas, and accounted for approximately 65% of total earned premiums for 2011.

The performance of an insurance company is often measured by its combined ratio. The combined ratio represents the percentage of losses, loss adjustment expenses and other expenses that are incurred for each dollar of premium earned by the company. A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an underwriting loss. The combined ratio is divided into two components, the loss ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).

The combined ratio for American Southern increased to 101.4% in 2011 from a combined ratio of 99.9% in 2010. The loss ratio increased to 64.6% in 2011 from 60.7% in 2010. The increase in the loss ratio during 2011 was primarily attributable to increases in the frequency and severity of claims in the commercial automobile line of business. Partially offsetting the increase in the loss ratio was more favorable loss development in the general liability and surety lines of business in 2011 as compared to 2010. The expense ratio decreased to 36.8% in 2011 from 39.2% in 2010. The decrease in the expense ratio was primarily due to American Southern’s variable commission structure, which compensates the company’s agents in relation to the loss ratios of the business they write. During periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease, and conversely, during periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase. Also contributing to the decrease in the expense ratio in 2011 was a non-recurring charge of $0.3 million in 2010 that resulted from the termination and final settlement of the company’s qualified defined benefit pension plan.  No similar charge was recorded in 2011.

In establishing reserves, American Southern initially reserves for losses at the higher end of the reasonable range if no other value within the range is determined to be more probable. Selection of such an initial loss estimate is an attempt by management to give recognition that initial claims information received generally is not conclusive with respect to legal liability, is generally not comprehensive with respect to magnitude of loss and generally, based on historical experience, will develop more adversely as time and information develops. However, as a result, American Southern generally experiences reserve redundancies when analyzing the development of prior year losses in a current period. At December 31, 2011, the range of estimates developed in connection with the loss reserves for American Southern indicated that reserves could be as much as 17.2% lower or as much as 12.0% higher. Development from prior years’ reserves has historically reduced the current year loss ratio; however, such reduction in the current year loss ratio is generally offset by the reserves established in the current year for current period losses. American Southern’s estimated net reserve redundancies for the years ended December 31, 2011 and 2010 were $3.1 million and $5.4 million, respectively. To the extent reserve redundancies vary between years, there is an incremental impact on the results of operations from American Southern and the Company. The indicated redundancy in 2011 was $2.3 million less than that in 2010. After considering the impact on contingent commissions and other related accruals, the $2.3 million decline in the redundancy resulted in a decline in income from operations before tax of approximately $1.4 million in 2011 as compared to 2010. Management believes that such differences will continue in future periods but is unable to determine if or when incremental redundancies will increase or decrease, until the underlying losses are ultimately settled.

Contingent commissions, if contractually applicable, are ultimately payable to agents based on the underlying profitability of a particular insurance contract or a group of insurance contracts, and are periodically evaluated and accrued as earned. Approximately 80% of American Southern’s business provides for contractual commission arrangements which compensate the company’s agents in relation to the loss ratios of the business they write. By structuring its business in this manner, American Southern provides its agents with an economic incentive to place profitable business with American Southern. In periods in which loss reserves reflect favorable development from prior years’ reserves, there is generally a highly correlated increase in commission expense also related to the prior year business. Accordingly, favorable loss development from prior years, while anticipated to continue in future periods, is not an indicator of significant additional profitability in the current year.
 
 
Bankers Fidelity

The following summarizes, for the periods indicated, Bankers Fidelity’s premiums, losses and expenses:

   
Year Ended December 31,
 
   
2011
   
2010
 
   
(In thousands)
 
Medicare supplement
  $ 54,444     $ 46,816  
Other health products
    4,321       4,600  
Life insurance
    11,192       11,258  
Total earned premiums
    69,957       62,674  
                 
Insurance benefits and losses
    49,404       45,646  
Underwriting expenses
    20,771       19,693  
Total expenses
    70,175       65,339  
Underwriting loss
  $ (218 )   $ (2,665 )

Premium revenue at Bankers Fidelity increased $7.3 million, or 11.6%, during 2011 as compared to 2010.  Premiums from the Medicare supplement line of business increased $7.6 million, or 16.3%, in 2011 as compared to 2010, due primarily to a significant increase in business generated from the company’s core producers, new business issued in the state of Missouri, and rate increases on renewal business. Other health products premiums decreased $0.3 million, or 6.1%, during 2011 as compared to 2010, primarily as a result of decreased business activities with group associations, partially offset by an increase in the sales of short-term care products. Premiums from the life insurance line of business decreased slightly in 2011 from 2010 due to the redemption and settlement of existing policy obligations exceeding the level of new sales activity. In 2011, the company’s five principal states in terms of premium revenue, Georgia, Indiana, Ohio, Pennsylvania, and Utah, were consistent with those in 2010 and accounted for approximately 49% of total premiums for 2011.

Benefits and losses increased $3.8 million, or 8.2%, during 2011 as compared to 2010. As a percentage of premiums, benefits and losses were 70.6% in 2011 compared to 72.8% in 2010. The decrease in the loss ratio was primarily attributable to more favorable loss experience in the Medicare supplement line of business in 2011 as compared to 2010. Also contributing to the decrease in the loss ratio was the increase in recent years’ new life business, which mitigated higher claims associated with the continued aging of the existing life business.

Underwriting expenses increased $1.1 million, or 5.5%, during 2011 as compared to 2010. The increase in underwriting expenses during 2011 was primarily attributable to increased commission and underwriting costs associated with the higher volume of business as well as increases in advertising and agency related expenses. As a percentage of earned premiums, these expenses were 29.7% in 2011 compared to 31.4% in 2010. The decrease in the expense ratio was primarily due to the increase in earned premiums coupled with a relatively consistent level of fixed general and administrative expenses.

The indicated underwriting loss of $0.2 million in 2011 and $2.7 million in 2010 does not take into account investment income, which is a significant component in evaluating profitability; particularly in the life insurance business.


Investment Income and Realized Gains (Losses)

Investment income increased $0.9 million, or 8.7%, in 2011 as compared to 2010. The increase in investment income was primarily attributable to a higher average balance of fixed maturities held by the Company in 2011 as compared to 2010. During 2010, a large number of fixed maturities held by the Company were redeemed by the issuers in accordance with the contractual terms thereof, the proceeds from which were generally reinvested in lower yielding cash equivalents until higher yielding quality replacement investments could be made.

The Company had net realized investment gains of $27,000 in 2011 compared to net realized investment losses of $0.7 million in 2010. The net realized investment gains in 2011 resulted from the disposition of several of the Company’s investments in fixed maturities and a $0.3 million gain from the sale of an outparcel of land held within one of the Company’s real estate partnership investments. Partially offsetting the 2011 realized investment gains was an other than temporary impairment charge of $1.2 million related to certain of the Company’s investments in certain bonds and equity securities.  The net realized investment losses in 2010 were primarily attributable to an other than temporary impairment charge of $2.3 million related to certain equity securities, partially offset by the gains on sales of certain fixed maturities and equity securities. Management continually evaluates the Company’s investment portfolio and, as may be determined to be appropriate, makes adjustments for impairments and/or will divest investments. See Note 2 of Notes to Consolidated Financial Statements.

Interest Expense

Interest expense remained relatively unchanged in 2011 as compared to 2010. Interest expense on the Company’s bank debt and outstanding trust preferred obligations is directly related to the average London Interbank Offered Rate (“LIBOR”), which likewise has remained relatively unchanged over the past two years.

Other Expenses

Other expenses (commissions, underwriting expenses, and other expenses) increased $2.0 million, or 5.4%, in 2011 as compared to 2010. The increase in other expenses during 2011 was primarily attributable to increased commission and underwriting costs in the life and health operation associated with the higher volume of business as well as increases in advertising and agency related expenses. Also contributing to the increase in other expenses during 2011 was an increase in discretionary compensation accruals of $0.4 million related to the Company’s improved operating performance. Partially offsetting the increase in other expenses in 2011 was the $0.3 million decrease in commission accruals at American Southern due to recent loss experience. The majority of American Southern’s business is structured in a way that agents are compensated based upon the loss ratios of the business they submit to the company. During periods in which the loss ratio increases, commissions and underwriting expenses will decrease, and conversely, during periods in which the loss ratio decreases, commissions and underwriting expenses will increase. Also, during 2010, the Company terminated its qualified defined benefit pension plan and distributed the accumulated benefits to participating employees. In connection with the termination and final settlement of the qualified defined benefit pension plan, the Company incurred a non-recurring charge of $0.3 million. No similar charge was recorded in 2011. As a percentage of earned premiums, other expenses were 36.1% in 2011 as compared with 37.7% in 2010. The decrease in the expense ratio was primarily due to the increase in earned premiums coupled with a relatively consistent level of fixed general and administrative expenses.

Income Taxes

The primary differences between the effective tax rate and the federal statutory income tax rate resulted from the dividends-received deduction (“DRD”), the small life insurance company deduction (“SLD”) and the change in deferred tax asset valuation allowance. The current year estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from these investments as well as appropriate levels of taxable income. The SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income (“LICTI”). The amount of the SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3.0 million and is ultimately phased out at $15.0 million. The change in deferred tax asset valuation allowance was primarily due to the unanticipated utilization of certain capital loss carryforward benefits that had been previously reserved.
 
 
Liquidity and Capital Resources

The primary cash needs of the Company are for the payment of claims and operating expenses, maintaining adequate statutory capital and surplus levels, and meeting debt service requirements. Current and expected patterns of claim frequency and severity may change from period to period but generally are expected to continue within historical ranges. The Company’s primary sources of cash are written premiums, investment income, proceeds from the sale and maturity of its invested assets and, if necessary, available borrowings under the Credit Agreement (defined below). The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy liabilities and that cash inflows from investment earnings, future premium receipts and reinsurance collections will be adequate to fund the payment of claims and expenses as needed.

Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries. The cash needs of the Parent are for the payment of operating expenses, the acquisition of capital assets and debt service requirements. At December 31, 2011, the Parent had approximately $26.7 million of unrestricted cash and investments. The Company believes that traditional funding sources for the Parent, combined with current cash and investments, should provide sufficient liquidity for the Company for the foreseeable future.

Dividend payments to the Parent by its insurance subsidiaries are subject to annual limitations and are restricted to the greater of 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries. At December 31, 2011, the Parent’s insurance subsidiaries had an aggregate statutory surplus of $70.1 million.

The Parent provides certain administrative, purchasing and other services to each of its subsidiaries. The amounts charged to and paid by the subsidiaries for these services were $5.1 million and $5.0 million in 2011 and 2010, respectively. In addition, the Parent has a formal tax-sharing agreement with each of its insurance subsidiaries. A net total of $1.6 million and $1.2 million were paid to the Parent under the tax sharing agreements in 2011 and 2010, respectively. Dividends were paid to Atlantic American by its subsidiaries totaling $6.5 million in each of 2011 and 2010. As a result of the Parent’s tax loss carryforwards, which totaled approximately $4.1 million at December 31, 2011, it is anticipated that the tax sharing agreements will continue to provide the Parent with additional funds to assist in meeting its cash flow obligations.

In addition to these internal funding sources, the Company maintains its revolving credit facility (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which the Company is able to, subject to the terms and conditions thereof, borrow or reborrow up to $5.0 million. The interest rate on amounts outstanding under the Credit Agreement is, at the option of the Company, equivalent to either (a) the base rate (which equals the higher of the Prime Rate or 0.5% above the Federal Funds Rate, each as defined) or (b) the LIBOR determined on an interest period of 1-month, 2-months, 3-months or 6-months, plus 2.00%.  Interest on amounts outstanding is payable quarterly. The Credit Agreement requires the Company to comply with certain covenants, including, among others, ratios that relate funded debt to both total capitalization and earnings before interest, taxes, depreciation and amortization, as well as the maintenance of minimum levels of tangible net worth. The Company must also comply with limitations on capital expenditures, certain payments, additional debt obligations, equity repurchases and certain redemptions, as well as minimum risk-based capital levels. Upon the occurrence of an event of default, Wells Fargo may terminate the Credit Agreement and declare all amounts outstanding due and payable in full.  During 2011, there was no balance outstanding under this Credit Agreement and the Company was in compliance with all financial covenants of the Credit Agreement. The termination date of this Credit Agreement is August 31, 2012.
 
 
The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and investing the gross proceeds of the trust preferred securities in junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”). The outstanding $18.0 million and $23.2 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%.  At December 31, 2011, the effective interest rate was 4.54%.  The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust’s obligations with respect to the trust preferred securities. Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on the related trust preferred securities. The Company has not made such an election.

During 2006, the Company entered into a zero cost interest rate collar with Wells Fargo to hedge future interest payments on a portion of the Junior Subordinated Debentures. The notional amount of the collar was $18.0 million with an effective date of March 6, 2006. The collar has a LIBOR floor rate of 4.77% and a LIBOR cap rate of 5.85% and adjusts quarterly on the 4th of each March, June, September and December through termination on March 4, 2013. The Company began making payments to Wells Fargo under the zero cost interest rate collar on June 4, 2008. As a result of interest rates remaining below the LIBOR floor rate of 4.77% through 2011, these payments to Wells Fargo have continued. While the Company may be exposed to counterparty risk should Wells Fargo fail to perform its obligations under this agreement, based on the current level of interest rates coupled with the current macroeconomic outlook, the Company believes that its current exposure to nonperformance risks is minimal.

The Company intends to pay its obligations under the Credit Agreement, if any, and the Junior Subordinated Debentures using existing cash balances, dividend and tax sharing payments from the operating subsidiaries, or from potential future financing arrangements.

At December 31, 2011, the Company had 70,000 shares of Series D Preferred Stock (“Series D Preferred Stock”) outstanding. All of the shares of Series D Preferred Stock are held by an affiliate of the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option of the board of directors of the Company) and are cumulative.  In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,754,000 shares of the Company’s common stock, subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s option. The Series D Preferred Stock is not currently convertible. During 2010, the Company paid $0.5 million in Series D Preferred Stock dividends. As of December 31, 2011 and 2010, the Company had accrued, but unpaid, dividends, on the Series D Preferred Stock of $0.5 million and $22,556, respectively. The 2011 Series D Preferred Stock dividend of $0.5 million was paid in January 2012.

Net cash provided by operating activities was $9.1 million in 2011 compared to $4.9 million in 2010. Cash and cash equivalents decreased from $28.3 million at December 31, 2010 to $21.3 million at December 31, 2011. The decrease in cash and cash equivalents during 2011 was primarily due to an increased level of investing exceeding normal sales and maturities. Also contributing to the decrease was the repurchase of the Company’s common stock resulting from a privately negotiated transaction with an individual shareholder.  Total consideration for this repurchase was $1.75 million. Cash and cash equivalents at December 31, 2011 of $21.3 million are believed to be sufficient to meet the Company’s near-term needs.

The Company believes that the dividends, fees, and tax-sharing payments it receives from its subsidiaries and, if needed, additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by regulatory authorities, which, if implemented, would have a material adverse effect on the Company’s liquidity, capital resources or operations.
 
 
New Accounting Pronouncements

See “Recently Issued Accounting Standards” in Note 1 of Notes to Consolidated Financial Statements.

Impact of Inflation

Insurance premiums are established before the amount of losses and loss adjustment expenses, or the extent to which inflation may affect such losses and expenses, are known. Consequently, the Company attempts, in establishing its premiums, to anticipate the potential impact of inflation. If, for competitive reasons, premiums cannot be increased to anticipate inflation, this cost would be absorbed by the Company. Inflation also affects the rate of investment return on the Company’s investment portfolio with a corresponding effect on investment income.

Off-Balance Sheet Arrangements

In the normal course of business, the Company has structured borrowings that, in accordance with accounting principles generally accepted in the United States of America, are recorded on the Company’s balance sheet at an amount that differs from the ultimate contractual obligation. See Note 6 of Notes to Consolidated Financial Statements.

Contractual Obligations

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we have elected to comply with certain scaled disclosure reporting obligations, and therefore do not have to provide the table of contractual obligations required by this Item.

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we have elected to comply with certain scaled disclosure reporting obligations, and therefore do not have to provide the information required by this Item.
 
 
Item 8. Financial Statements and Supplementary Data
 
INDEX TO FINANCIAL STATEMENTS

 
Page
ATLANTIC AMERICAN CORPORATION
 
   
Report of Independent Registered Public Accounting Firm
32
   
Consolidated Balance Sheets as of December 31, 2011 and 2010
33
   
Consolidated Statements of Operations for the years ended December 31, 2011 and 2010
34
   
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2011 and 2010
35
   
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010
36
   
Notes to Consolidated Financial Statements
37
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

Board of Directors and Shareholders
Atlantic American Corporation
Atlanta, Georgia

We have audited the accompanying consolidated balance sheets of Atlantic American Corporation and subsidiaries (the “Company”) as of December 31, 2011 and 2010 (Restated) and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended. In connection with our audits of the financial statements, we have also audited schedules II, III, IV and VI. These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1 to the consolidated financial statements, the Company has restated its 2010 consolidated financial statements to correct an overstatement of net income, retained earnings and accumulated other comprehensive loss.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Atlantic American Corporation and subsidiaries at December 31, 2011 and 2010 (Restated), and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

BDO USA, LLP

Atlanta, Georgia
March 26, 2012
 
 
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED BALANCE SHEETS

 
December 31,
 
     
Restated
 
 
2011
 
2010
 
 
(Dollars in thousands,
except per share data)
 
ASSETS
Cash and cash equivalents
  $ 21,285     $ 28,325  
Investments
    229,785       184,628  
Receivables:
               
Reinsurance
    15,673       14,301  
Investment sales pending settlement
    3       15,438  
Insurance premiums and other, net of allowance for doubtful accounts of $405 and $442 in 2011 and 2010, respectively
    8,286       7,051  
Deferred income taxes, net
    -       3,228  
Deferred acquisition costs
    24,259       21,239  
Other assets
    706       1,228  
Goodwill
    2,128       2,128  
Total assets
  $ 302,125     $ 277,566  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance reserves and policyholder funds
  $ 147,194     $ 137,902  
Accounts payable and accrued expenses
    14,100       15,733  
Deferred income taxes, net
    3,316       -  
Debt payable
    41,238       41,238  
Total liabilities
    205,848       194,873  
Commitments and contingencies (Note 8)
               
Shareholders’ equity:
               
Preferred stock, $1 par, 4,000,000 shares authorized; Series D preferred, 70,000 shares issued and outstanding; $7,000 redemption value
    70       70  
Common stock, $1 par, 50,000,000 shares authorized; 22,400,894 and 22,373,900 shares issued; 21,274,241 shares and 22,257,035 shares outstanding in 2011 and 2010, respectively
    22,401       22,374  
Additional paid-in capital
    57,136       57,129  
Retained earnings
    6,179       3,886  
Accumulated other comprehensive income (loss)
    12,244       (604 )
Treasury stock, at cost, 1,126,653 shares in 2011 and 116,865 shares in 2010
    (1,753 )     (162 )
Total shareholders’ equity
    96,277       82,693  
Total liabilities and shareholders’ equity
  $ 302,125     $ 277,566  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

   
Year Ended December 31,
 
         
Restated
 
   
2011
   
2010
 
   
(Dollars in thousands,
except per share data)
 
       
Revenue:
           
Insurance premiums
  $ 107,471     $ 97,613  
Investment income
    10,587       9,737  
Realized investment gains (losses), net
    27       (741 )
Other income
    247       280  
Total revenue
    118,332       106,889  
                 
Benefits and expenses:
               
Insurance benefits and losses incurred
    73,614       66,854  
Commissions and underwriting expenses
    29,536       28,099  
Interest expense
    2,599       2,612  
Other
    9,268       8,703  
Total benefits and expenses
    115,017       106,268  
                 
Income before income taxes
    3,315       621  
Income tax expense (benefit)
    25       (369 )
Net income
    3,290       990  
Preferred stock dividends
    (508 )     (508 )
Net income applicable to common stock
  $ 2,782     $ 482  
Basic earnings per common share
  $ .13     $ .02  
Diluted earnings per common share
  $ .12     $ .02  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

   
Preferred
Stock
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
(Loss) Income
   
Treasury
Stock
   
Total
 
   
(Dollars in thousands)
 
Balance, December 31, 2009
  $ 70     $ 22,374     $ 57,129     $ 3,404     $ (5,405 )   $ (102 )   $ 77,470  
Comprehensive income:
                                                       
Net income
    -       -       -       990       -       -       990  
Increase in unrealized investment gains
    -       -       -       -       7,392       -       7,392  
Fair value adjustment to derivative financial instrument
    -       -       -       -       (6 )     -       (6 )
Deferred income tax attributable to other comprehensive income
    -       -       -       -       (2,585 )     -       (2,585 )
Total comprehensive income
                                                    5,791  
Dividends on preferred stock
    -       -       -       (508 )     -       -       (508 )
Purchase of 34,275 shares for treasury
    -       -       -       -       -       (60 )     (60 )
Balance, December 31, 2010, Restated
    70       22,374       57,129       3,886       (604 )     (162 )     82,693  
Comprehensive income:
                                                       
Net income
    -       -       -       3,290       -       -       3,290  
Increase in unrealized investment gains
    -       -       -       -       19,089       -       19,089  
Fair value adjustment to derivative financial instrument
    -       -       -       -       677       -       677  
Deferred income tax attributable to other comprehensive income
    -       -       -       -       (6,918 )     -       (6,918 )
Total comprehensive income
                                                    16,138  
Dividends on common stock
    -       -       -       (445 )     -       -       (445 )
Dividends on preferred stock
    -       -       -       (508 )     -       -       (508 )
Purchase of 1,160,294 shares for treasury
    -       -       -       -       -       (1,823 )     (1,823 )
Issuance of 177,500 shares for stock options
    -       27       7       (44 )     -       232       222  
Balance, December 31, 2011
  $ 70     $ 22,401     $ 57,136     $ 6,179     $ 12,244     $ (1,753 )   $ 96,277  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

   
Year Ended December 31,
 
         
Restated
 
   
2011
   
2010
 
   
(Dollars in thousands)
 
Cash flows from operating activities:
           
Net income
  $ 3,290     $ 990  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization of deferred acquisition costs
    10,475       9,775  
Acquisition costs deferred
    (12,761 )     (11,561 )
Realized investment (gains) losses, net
    (27 )     741  
Increase in insurance reserves and policyholder funds
    8,456       8,689  
Depreciation and amortization
    388       379  
Deferred income tax (benefit) expense
    (374 )     228  
Increase in receivables, net
    (2,605 )     (3,840 )
Increase (decrease) in other liabilities
    1,688       (589 )
Other, net
    598       88  
Net cash provided by operating activities
    9,128       4,900  
                 
Cash flows from investing activities:
               
Proceeds from investments sold
    39,452       3,290  
Proceeds from investments matured, called or redeemed
    11,976       83,026  
Investments purchased
    (65,494 )     (82,402 )
Additions to property and equipment
    (56 )     (50 )
Net cash (used in) provided by investing activities
    (14,122 )     3,864  
                 
Cash flows from financing activities:
               
Payment of dividends on common stock
    (445 )     -  
Payment of dividends on Series D Preferred Stock
    -       (508 )
Proceeds from exercise of stock options
    222       -  
Purchase of treasury shares
    (1,823 )     (60 )
Net cash used in financing activities
    (2,046 )     (568 )
                 
Net (decrease) increase in cash
    (7,040 )     8,196  
Cash and cash equivalents at beginning of year
    28,325       20,129  
Cash and cash equivalents at end of year
  $ 21,285     $ 28,325  
                 
Supplemental cash flow information:
               
Cash paid for interest
  $ 2,592     $ 2,615  
Cash received for income taxes
  $ -     $ 650  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
 
Note 1.
Summary of Significant Accounting Policies
 
Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which, as to insurance companies, differ from the statutory accounting practices prescribed or permitted by regulatory authorities. These financial statements include the accounts of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results achieved in any historical period are not necessarily indicative of results to be expected in any future period.

At December 31, 2011, the Parent owned three insurance subsidiaries, Bankers Fidelity Life Insurance Company (“Bankers Fidelity”), American Southern Insurance Company and its wholly-owned subsidiary, American Safety Insurance Company (together known as “American Southern”), in addition to one non-insurance subsidiary, xCalibre Risk Services, Inc.

Premium Revenue and Cost Recognition

Life insurance premiums are recognized as revenues when due; accident and health premiums are recognized over the premium paying period and property and casualty insurance premiums are recognized as revenue over the period of the contract in proportion to the amount of insurance protection provided.  Benefits and expenses are accrued as incurred and are associated with premiums as they are earned so as to result in recognition of profits over the lives of the contracts. For traditional life insurance and long-duration health insurance, this association is accomplished by the provision of a future policy benefits reserve and the deferral and subsequent amortization of the costs of acquiring business, “deferred policy acquisition costs” (principally commissions, premium taxes, and other expenses of issuing policies). Deferred policy acquisition costs are amortized over the estimated premium-paying period of the related policies using assumptions consistent with those used in computing the policy benefits reserve. The Company provides for insurance benefits and losses on accident, health, and property-casualty claims based upon estimates of projected ultimate losses. The deferred policy acquisition costs for property and casualty insurance and short-duration health insurance are amortized over the effective period of the related insurance policies.  Contingent commissions, if contractually applicable, are ultimately payable to agents based on the underlying profitability of a particular insurance contract or a group of insurance contracts, and are periodically evaluated and accrued as earned. In periods in which revisions are made to the estimated loss reserves related to the particular insurance contract or group of insurance contracts subject to such commissions, corresponding adjustments are also made to the related accruals. Deferred policy acquisition costs are expensed when such costs are deemed not to be recoverable from future premiums (for traditional life and long-duration health insurance) and from the related unearned premiums and investment income (for property and casualty and short-duration health insurance).

Goodwill

Goodwill represents the excess of cost over the fair value of net assets acquired and is not amortized.  The Company periodically reviews its goodwill to determine if any adverse conditions exist that could indicate impairment. Conditions that could trigger impairment include, but are not limited to, a significant change in business climate that could affect the value of the related asset, an adverse action, or an assessment by a regulator. No impairment of the Company’s recorded goodwill was identified during the periods presented.
 
 
Investments

The Company’s investments in both fixed maturities, which include bonds and redeemable preferred stocks, and equity securities, which include common and non-redeemable preferred stocks, are classified as “available-for-sale” and, accordingly, are carried at fair value with the after-tax difference from amortized cost, as adjusted if applicable, reflected in shareholders’ equity as a component of accumulated other comprehensive income or loss. The fair values for fixed maturities and equity securities are largely determined by either independent methods prescribed by the National Association of Insurance Commissioners (“NAIC”), which do not differ materially from publicly quoted market prices, when available, or independent broker quotations. The Company owns certain fixed maturities that do not have publicly quoted market values, but had an estimated fair value as determined by management of $2,035 at December 31, 2011. Such values inherently involve a greater degree of judgment and uncertainty and therefore ultimately greater price volatility than the value of securities with publicly quoted market values. Policy loans and real estate are carried at historical cost. Other invested assets are comprised of investments in limited partnerships, limited liability companies, and real estate joint ventures, and are accounted for using the equity method. If the value of a common stock, preferred stock, other invested asset, or publicly traded bond declines below its cost or amortized cost, if applicable, and the decline is considered to be other than temporary, a realized loss is recorded to reduce the carrying value of the investment to its estimated fair value, which becomes the new cost basis. The evaluation for an other than temporary impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary.  Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to hold these securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as rating actions that may affect the issuer’s credit status. Premiums and discounts related to investments are amortized or accreted over the life of the related investment as an adjustment to yield using the effective interest method. Dividends and interest income are recognized when earned or declared. The cost of securities sold is based on specific identification. Unrealized gains (losses) in the value of invested assets are accounted for as a direct increase (decrease) in accumulated other comprehensive income in shareholders’ equity, net of deferred tax and, accordingly, have no effect on net income.

Income Taxes

Deferred income taxes represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. They arise from differences between the financial reporting and tax basis of assets and liabilities and are adjusted for changes in tax laws and tax rates as those changes are enacted. The provision for income taxes represents the total amount of income taxes due related to the current year, plus the change in deferred taxes during the year. A valuation allowance is recognized if, based on management’s assessment of the relevant facts, it is more likely than not that some portion of the deferred tax asset will not be realized.

Earnings Per Common Share

Basic earnings per common share are based on the weighted average number of common shares outstanding during the relevant period. Diluted earnings per common share are based on the weighted average number of common shares outstanding during the relevant period, plus options and share awards outstanding using the treasury stock method and the assumed conversion of our Series D Preferred Stock, if dilutive. Unless otherwise indicated, earnings per common share amounts are presented on a diluted basis.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and investments in short-term, highly liquid securities which have original maturities of three months or less from date of purchase.
 
 
Recently Issued Accounting Standards

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”). ASU 2011-08 is intended to simplify how entities test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Intangibles – Goodwill and Other (Topic 350).  Previous guidance under Topic 350 required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount (step one). If the fair value of the reporting unit was less than its carrying value, then the second step of the test was required to be performed to measure the amount of impairment loss. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued. The Company adopted ASU 2011-08 in the fourth quarter of 2011. Adoption of ASU 2011-08 did not have a material impact on the Company’s financial condition or results of operations.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires all nonowner changes in stockholders’ equity to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. If an entity elects the single continuous statement method of presentation, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two separate statement approach, an entity is required to present components of net income and total net income in the statement of net income. The statement of other comprehensive income would then immediately follow the statement of net income and would include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. Regardless of the presentation an entity chooses, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. ASU 2011-05 is to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income (“ASU 2011-12”). The amendments in ASU 2011-12 are being made to allow the FASB time to evaluate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented.  The Company will adopt all the requirements in ASU 2011-05 not affected by ASU 2011-12 on January 1, 2012. As ASU 2011-05 changes only the presentation of certain financial statement information, there will be no impact on the Company’s financial condition or results of operations.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). This guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and International Financial Reporting Standards. While many of the amendments to GAAP are not expected to have a significant effect on practice, this guidance changes some fair value measurement principles and disclosure requirements.  ASU 2011-04 is to be applied prospectively. For public entities, this guidance is effective during the interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The Company will adopt the amendments in ASU 2011-04 on January 1, 2012 and does not expect the adoption to have a material impact on the Company’s financial condition or results of operations.
 

In October 2010, the FASB issued ASU No. 2010-26, Financial Services – Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts (“ASU 2010-26”) which specifies which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. In accordance with ASU 2010-26, incremental direct costs of contract acquisition should be capitalized.  Advertising costs should be included in deferred acquisition costs only if the capitalization criteria in the direct-response advertising guidance in Subtopic 340-20, Other Assets and Deferred Costs – Capitalized Advertising Costs, are met. All other acquisition related costs, including costs incurred by the insurer in soliciting potential customers, market research, training, administration, unsuccessful acquisition or renewal efforts, and product development, should be expensed as incurred. If the initial application of ASU 2010-26 results in the capitalization of acquisition costs that had not been capitalized previously, the entity may elect not to capitalize those types of costs. ASU 2010-26 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. ASU 2010-26 should be applied prospectively upon adoption; although retrospective application to all prior periods presented upon the date of adoption is also permitted, but not required. Early adoption is permitted, but only at the beginning of an entity’s annual reporting period. The Company will adopt ASU 2010-26 on January 1, 2012 and does not expect the adoption to have a material impact on the Company’s financial condition or results of operations.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant estimates and assumptions are used in developing and evaluating deferred income taxes, deferred acquisition costs, insurance reserves, investments (Note 15), commitments and contingencies, among others, and actual results could differ materially from management’s estimates.

Restatement of Financial Statements

The Company’s results of operations for the year ended December 31, 2010 and financial condition as of such date are being restated from those previously reported.  As restated, the Company is now recognizing an other than temporary impairment on certain equity securities as of December 31, 2010.  The resulting impairment charge of $2,312 is reflected in realized investment gains (losses), net for the year ended December 31, 2010, resulting in a reported net realized investment loss in that period of $741 versus a previously reported net realized investment gain of $1,571 in that period.  Income before income taxes, income tax expense and net income for the year ended December 31, 2010 have all been restated to reflect the impact of this impairment charge on the 2010 results of operations.  Because the Company classifies its investments as available for sale, and accordingly carries them at fair value, the impact of the restatement on the balance sheet is to reduce retained earnings by $1,503 at December 31, 2010, with a corresponding reduction of the same amount in accumulated other comprehensive loss at that date.  The following table presents each item within the Company’s consolidated statements of operations impacted by the restatement, including the previously reported amounts, the adjustments thereto arising from the restatements, and the reported amounts as restated.

    2010  
   
As Originally
Reported
   
Adjustments
   
As Restated
 
Total revenue
  $ 109,201     $ (2,312 )   $ 106,889  
Income before income taxes
  $ 2,933     $ (2,312 )   $ 621  
Net income
  $ 2,493     $ (1,503 )   $ 990  
Basic earnings per share
  $ .09     $ (.07 )   $ .02  
Diluted earnings per share
  $ .09     $ (.07 )   $ .02  
 
 
Note 2.
Investments
 
The following tables set forth the carrying value, gross unrealized gains, gross unrealized losses and amortized cost of the Company’s investments, aggregated by type and industry, as of December 31, 2011 and December 31, 2010.

Investments were comprised of the following:

   
2011
 
   
Carrying
Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Amortized
Cost
 
Fixed maturities:
                       
Bonds:
                       
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  $ 35,922     $ 4,186     $ -     $ 31,736  
Obligations of states and political subdivisions
    17,030       1,757       -       15,273  
Corporate securities:
                               
Utilities and telecom
    18,598       2,736       -       15,862  
Financial services
    34,900       725       1,346       35,521  
Media
    1,537       92       -       1,445  
Other business – diversified
    56,553       5,043       152       51,662  
Other consumer – diversified
    45,371       6,078       12       39,305  
Total corporate securities
    156,959       14,674       1,510       143,795  
Redeemable preferred stocks:
                               
Utilities and telecom
    2,668       168       -       2,500  
Financial services
    4,576       29       462       5,009  
Other consumer – diversified
    193       -       -       193  
Total redeemable preferred stocks
    7,437       197       462       7,702  
Total fixed maturities
    217,348       20,814       1,972       198,506  
Equity securities:
                               
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
    1,203       239       -       964  
Financial services
    5,148       558       199       4,789  
Media
    696       -       -       696  
Other business – diversified
    115       68       -       47  
Other consumer – diversified
    1,186       205       -       981  
Total equity securities
    8,348       1,070       199       7,477  
Other invested assets
    567       -       -       567  
Policy loans
    2,246       -       -       2,246  
Real estate
    38       -       -       38  
Investments in unconsolidated trusts
    1,238       -       -       1,238  
Total investments
  $ 229,785     $ 21,884     $ 2,171     $ 210,072  
 
 
   
Restated
 
   
2010
 
         
Gross
   
Gross
       
   
Carrying
   
Unrealized
   
Unrealized
   
Amortized
 
   
Value
   
Gains
   
Losses
   
Cost
 
Fixed maturities:
                       
Bonds:
                       
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  $ 46,630     $ 1,454     $ 52     $ 45,228  
Obligations of states and political subdivisions
    21,007       32       876       21,851  
Corporate securities:
                               
Utilities and telecom
    23,010       1,079       355       22,286  
Financial services
    21,400       324       1,745       22,821  
Media
    2,506       153       -       2,353  
Other business – diversified
    25,919       422       529       26,026  
Other consumer – diversified
    23,532       149       232       23,615  
Total corporate securities
    96,367       2,127       2,861       97,101  
Redeemable preferred stocks:
                               
Utilities and telecom
    2,670       170       -       2,500  
Financial services
    4,781       22       250       5,009  
Other consumer – diversified
    193       -       -       193  
Total redeemable preferred stocks
    7,644       192       250       7,702  
Total fixed maturities
    171,648       3,805       4,039       171,882  
Equity securities:
                               
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
    1,073       109       -       964  
Financial services
    5,461       754       82       4,789  
Media
    885       -       -       885  
Other business – diversified
    120       73       -       47  
Other consumer – diversified
    985       4       -       981  
Total equity securities
    8,524       940       82       7,666  
Other invested assets
    980       -       -       980  
Policy loans
    2,200       -       -       2,200  
Real estate
    38       -       -       38  
Investments in unconsolidated trusts
    1,238       -       -       1,238  
Total investments
  $ 184,628     $ 4,745     $ 4,121     $ 184,004  

Bonds having an amortized cost of $6,107 and $9,557 were on deposit with insurance regulatory authorities at December 31, 2011 and 2010, respectively, in accordance with statutory requirements.
 
 
The following table sets forth the carrying value, amortized cost, and net unrealized gains or losses of the Company’s investments aggregated by industry as of December 31, 2011 and 2010.

         
Restated
 
   
2011
   
2010
 
   
Carrying
Value
   
Amortized
Cost
   
Unrealized
Gains (Losses)
   
Carrying
Value
   
Amortized
Cost
   
Unrealized
Gains (Losses)
 
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  $ 35,922     $ 31,736     $ 4,186     $ 46,630     $ 45,228     $ 1,402  
Obligations of states and political subdivisions
    17,030       15,273       1,757       21,007       21,851       (844 )
Utilities and telecom
    22,469       19,326       3,143       26,753       25,750       1,003  
Financial services
    44,624       45,319       (695 )     31,642       32,619       (977 )
Media
    2,233       2,141       92       3,391       3,238       153  
Other business – diversified
    56,668       51,709       4,959       26,039       26,073       (34 )
Other consumer – diversified
    46,750       40,479       6,271       24,710       24,789       (79 )
Other investments
    4,089       4,089       -       4,456       4,456       -  
Investments
  $ 229,785     $ 210,072     $ 19,713     $ 184,628     $ 184,004     $ 624  
 
The following tables present the Company’s unrealized loss aging for securities by type and length of time the security was in a continuous unrealized loss position as of December 31, 2011 and 2010.
 
    2011  
   
Less than 12 months
   
12 months or longer
   
Total
 
   
Fair Value
   
Unrealized
 Losses
   
Fair Value
   
Unrealized
 Losses
   
Fair Value
   
Unrealized
 Losses
 
Corporate securities
  $ 30,675     $ 1,112     $ 1,602     $ 398     $ 32,277     $ 1,510  
Redeemable preferred stocks
    -       -       2,807       462       2,807       462  
Common and non-redeemable preferred stocks
    824       176       1,245       23       2,069       199  
Total temporarily impaired securities
  $ 31,499     $ 1,288     $ 5,654     $ 883     $ 37,153     $ 2,171  


   
Restated
 
    2010  
   
Less than 12 months
    12 months or longer     Total  
   
Fair Value
   
Unrealized
 Losses
   
Fair Value
   
Unrealized
 Losses
   
Fair Value
   
Unrealized
 Losses
 
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  $ 5,490     $ 52     $ -     $ -     $ 5,490     $ 52  
Obligations of states and political subdivisions
    18,919       876       -       -       18,919       876  
Corporate securities
    40,426       1,263       3,402       1,598       43,828       2,861  
Redeemable preferred stocks
    2,188       53       2,072       197       4,260       250  
Common and non-redeemable preferred stocks
    972       28       2,229       54       3,201       82  
Total temporarily impaired securities
  $ 67,995     $ 2,272     $ 7,703     $ 1,849     $ 75,698     $ 4,121  

The following is a summary of investment impairments the Company recorded due to other than temporary declines in values for the years ended December 31, 2011 and 2010.

         
Restated
 
   
2011
   
2010
 
Corporate securities
  $ 965     $ -  
Related party common stocks
    190       2,312  
Total
  $ 1,155     $ 2,312  

The evaluation for an other than temporary impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to hold these securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit status.

As of December 31, 2011, securities in an unrealized loss position primarily included certain of the Company’s investments in fixed maturities within the financial services sector. The Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position. Based upon the Company’s expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the Company’s evaluation of other relevant factors, including those described above, the Company has deemed these securities to be temporarily impaired as of December 31, 2011.

The following describes the fair value hierarchy and provides information as to the extent to which the Company uses fair value to measure the value of its financial instruments and information about the inputs used to value those financial instruments. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three broad levels.

Level 1
Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. The Company’s financial instruments valued using Level 1 criteria include cash equivalents and exchange traded common stocks.
 
 
Level 2
Observable inputs, other than quoted prices included in Level 1, for an asset or liability or prices for similar assets or liabilities. The Company’s financial instruments valued using Level 2 criteria include significantly all of its fixed maturities, which consist of U.S. Treasury securities and U.S. Government securities, municipal bonds, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In determining fair value measurements using Level 2 criteria, the Company utilizes various external pricing sources.

Level 3
Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). The Company’s financial instruments valued using Level 3 criteria include certain fixed maturities and a zero cost interest rate collar. Fair value is based on criteria that use assumptions or other data that are not readily observable from objective sources. As of December 31, 2011, the value of the Company’s fixed maturities valued using Level 3 criteria was $2,035 and the value of the zero cost interest rate collar was a liability of $876 (See Note 15). The use of different criteria or assumptions regarding data may have yielded different valuations.

As of December 31, 2011, financial instruments carried at fair value were measured on a recurring basis as summarized below:

Assets:
 
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total
 
Fixed maturities
  $ -     $ 215,313     $ 2,035     $ 217,348  
Equity securities
    3,374       4,974       -       8,348  
Cash equivalents
    19,519       -       -       19,519  
Total
  $ 22,893     $ 220,287     $ 2,035     $ 245,215  
                                 
Liabilities:
                               
Derivative
  $ -     $ -     $ 876     $ 876  

As of December 31, 2010, financial instruments carried at fair value were measured on a recurring basis as summarized below:

Assets:
 
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total
 
Fixed maturities
  $ -     $ 169,705     $ 1,943     $ 171,648  
Equity securities
    3,273       5,251       -       8,524  
Cash equivalents
    27,630       -       -       27,630  
Total
  $ 30,903     $ 174,956     $ 1,943     $ 207,802  
                                 
Liabilities:
                               
Derivative
  $ -     $ -     $ 1,553     $ 1,553  

 
The following is a roll-forward of the Company’s financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods ended December 31, 2011 and 2010.
 
   
Fixed
Maturities
   
Derivative
(Liability)
 
Balance, January 1, 2010
  $ 1,779     $ (1,547 )
Total unrealized gains (losses) included in comprehensive income
    164       (6 )
Balance, December 31, 2010
    1,943       (1,553 )
Realized impairment losses included in net income
    (965 )     -  
Total unrealized gains included in comprehensive income
    1,057       677  
Balance, December 31, 2011
  $ 2,035     $ (876 )

The Company’s fixed maturities valued using Level 3 inputs consist solely of issuances of pooled debt obligations of multiple, smaller financial services companies. They are not actively traded and valuation techniques used to measure fair value are based on future estimated cash flows discounted at a reasonably estimated rate of interest. Other qualitative and quantitative information received from the original underwriter of the pooled offerings is also considered, as applicable. As the derivative is an interest rate collar, changes in valuation are more closely correlated with changes in interest rates and, accordingly, values are estimated using projected cash flows at current interest rates discounted at a reasonably estimated rate of interest. Fair value quotations are also obtained and considered, as applicable, from the counterparty to the transaction.

The amortized cost and carrying value of fixed maturities at December 31, 2011 and 2010 by contractual maturity were as follows. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

   
2011
   
2010
 
   
Carrying
Value
   
Amortized
Cost
   
Carrying
Value
   
Amortized
Cost
 
Due in one year or less
  $ 1,263     $ 1,250     $ 5,007     $ 4,903  
Due after one year through five years
    7,207       6,742       5,504       5,179  
Due after five years through ten years
    32,052       31,008       18,955       18,263  
Due after ten years
    175,676       158,512       141,157       142,544  
Varying maturities
    1,150       994       1,025       993  
Totals
  $ 217,348     $ 198,506     $ 171,648     $ 171,882  

Investment income was earned from the following sources:

   
2011
   
2010
 
Fixed maturities
  $ 9,874     $ 8,901  
Equity securities
    509       481  
Other
    204       355  
Total investment income
    10,587       9,737  
Less investment expenses
    (177 )     (158 )
Net investment income
  $ 10,410     $ 9,579  

A summary of realized investment gains (losses) follows:

   
2011
 
   
Equity
Securities
   
Fixed
Maturities
   
Other
Invested
Assets
   
Total
 
Gains
  $ -     $ 860     $ 335     $ 1,195  
Losses
    (190 )     (978 )     -       (1,168 )
Realized investment gains, net
  $ (190 )   $ (118 )   $ 335     $ 27  
 
 
   
Restated
2010
 
   
Equity
Securities
   
Fixed
Maturities
   
Other
Invested
Assets
   
Total
 
Gains
  $ 486     $ 1,149     $ -     $ 1,635  
Losses
    (2,312 )     (64 )     -       (2,376 )
Realized investment losses, net
  $ (1,826 )   $ 1,085     $ -     $ (741 )

Proceeds from the sales of investments were as follows:

   
2011
   
2010
 
Equity securities   $ 813     $ 270  
Fixed maturities
    37,910       2,968  
Other investments
    729       52  
Total proceeds
  $ 39,452     $ 3,290  

The Company’s bond portfolio included 97% investment grade securities, as defined by the NAIC, at December 31, 2011.
 
Note 3.
Insurance Reserves and Policyholder Funds
 
The following table presents the Company’s reserves for life, accident, health and property and casualty losses as well as loss adjustment expenses.

               
Amount of Insurance In Force
 
   
2011
   
2010
   
2011
   
2010
 
Future policy benefits
                       
Life insurance policies:
                       
Ordinary
  $ 49,261     $ 48,278     $ 237,966     $ 252,543  
Mass market
    3,293       3,572       4,450       4,941  
Individual annuities
    186       193       -       -  
      52,740       52,043     $ 242,416     $ 257,484  
Accident and health insurance policies
    10,581       8,768                  
      63,321       60,811                  
Unearned premiums
    23,646       21,170                  
Losses, claims and loss adjustment expenses
    57,975       53,961                  
Other policy liabilities
    2,252       1,960                  
Total insurance reserves and policyholder funds
  $ 147,194     $ 137,902                  

Annualized premiums for accident and health insurance policies were $68,783 and $54,026 at December 31, 2011 and 2010, respectively.

Future Policy Benefits

Liabilities for life insurance future policy benefits are based upon assumed future investment yields, mortality rates, and withdrawal rates after giving effect to possible risks of unexpected claim experience. The assumed mortality and withdrawal rates are based upon the Company’s experience. The interest rates assumed for life, accident and health are generally: (i) 2.5% to 5.5% for issues prior to 1977, (ii) 7% graded to 5.5% for 1977 through 1979 issues, (iii) 9% for 1980 through 1987 issues, (iv) 5% to 7% for 1988 through 2009 issues, and (v) 4% for 2010 and 2011 issues.

 
Loss and Claim Reserves

Loss and claim reserves represent estimates of projected ultimate losses and are based upon: (a) management’s estimate of ultimate liability and claims adjusters’ evaluations for unpaid claims reported prior to the close of the accounting period, (b) estimates of incurred but not reported (“IBNR”) claims based on past experience, and (c) estimates of loss adjustment expenses. The estimated liability is periodically reviewed by management and updated, with changes to the estimated liability recorded in the statement of operations in the year in which such changes are known.

Activity in the liability for unpaid loss and claim reserves is summarized as follows:

   
2011
   
2010
 
Balance at January 1
  $ 53,961     $ 50,112  
Less: Reinsurance recoverables
    (14,226 )     (11,489 )
Net balance at January 1
    39,735       38,623  
                 
Incurred related to:
               
Current year
    73,980       69,779  
Prior years
    (4,095 )     (6,304 )
Total incurred
    69,885       63,475  
                 
Paid related to:
               
Current year
    51,316       47,749  
Prior years
    16,301       14,614  
Total paid
    67,617       62,363  
Reserves acquired
    299       -  
Net balance at December 31
    42,302       39,735  
Plus: Reinsurance recoverables
    15,673       14,226  
Balance at December 31
  $ 57,975     $ 53,961  

Prior years’ development was primarily the result of better than expected development on prior years IBNR reserves for certain lines of business primarily within American Southern.

Following is a reconciliation of total incurred claims to total insurance benefits and losses incurred:

   
2011
   
2010
 
Total incurred claims
  $ 69,885     $ 63,475  
Cash surrender value and matured endowments
    1,400       1,509  
Benefit reserve changes
    2,329       1,870  
Total insurance benefits and losses incurred
  $ 73,614     $ 66,854  
 
Note 4.
Reinsurance
 
In accordance with general practice in the insurance industry, portions of the life, property and casualty insurance written by the Company are reinsured; however, the Company remains liable with respect to reinsurance ceded should any reinsurer be unable or unwilling to meet its obligations. Approximately 99% of the Company’s reinsurance receivables were due from two reinsurers as of December 31, 2011. Reinsurance receivables of $7,910 were due from Swiss Reinsurance Corporation, rated “AA-” by Standard & Poor’s and “A+” (Superior) by A.M. Best and $7,659 were due from General Reinsurance Corporation, rated “AA+” by Standard & Poor’s and “A++” (Superior) by A.M. Best. Allowances for uncollectible amounts are established against reinsurance receivables, if appropriate.
 
 
The following table reconciles premiums written to premiums earned and summarizes the components of insurance benefits and losses incurred.

   
2011
   
2010
 
Direct premiums written
  $ 111,755     $ 101,447  
Plus – premiums assumed
    4,499       4,764  
Less – premiums ceded
    (6,550 )     (5,558 )
Net premiums written
    109,704       100,653  
Change in unearned premiums
    (2,233 )     (3,040 )
Net premiums earned
  $ 107,471     $ 97,613  
                 
Provision for benefits and losses incurred
  $ 80,774     $ 71,285  
Reinsurance loss recoveries
    (7,160 )     (4,431 )
Insurance benefits and losses incurred
  $ 73,614     $ 66,854  

Components of reinsurance receivables were as follows:

   
2011
   
2010
 
Receivable on unpaid losses
  $ 15,673     $ 14,226  
Receivable on paid losses
    -       75  
Total reinsurance receivables
  $ 15,673     $ 14,301  
 
Note 5.
Income Taxes
 
Total income taxes were allocated as follows:
 
         
Restated
 
   
2011
   
2010
 
Total tax expense (benefit) on income
  $ 25     $ (369 )
                 
Tax expense (benefit) on components of shareholders’ equity:
               
Net unrealized gains on investment securities
    6,681       2,587  
Fair value adjustment to derivative financial instrument
    237       (2 )
Total tax expense on shareholders’ equity
    6,918       2,585  
Total tax expense
  $ 6,943     $ 2,216  

A reconciliation of the differences between income taxes computed at the federal statutory income tax rate and the income tax expense (benefit) is as follows:
 
         
Restated
 
   
2011
   
2010
 
Federal income tax provision at statutory rate of 35%
  $ 1,160     $ 217  
Dividends received deduction
    (173 )     (193 )
Small life insurance company deduction
    (617 )     (232 )
Other
    18       39  
Change in asset valuation allowance due to change in judgment relating to realizability of deferred tax assets
    (412 )     (92 )
Adjustment for prior years’ estimates to actual
    49       (108 )
Income tax expense (benefit)
  $ 25     $ (369 )

The primary differences between the effective tax rate and the federal statutory income tax rate resulted from the dividends-received deduction (“DRD”), the small life insurance company deduction (“SLD”) and the change in deferred tax asset valuation allowance. The current year estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from these investments as well as appropriate levels of taxable income. The SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income (“LICTI”). The amount of the SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3,000 and is ultimately phased out at $15,000. The change in deferred tax asset valuation allowance was primarily due to the unanticipated  utilization of certain capital loss carryforward benefits that had been previously reserved.
 

Deferred tax liabilities and assets at December 31, 2011 and 2010 were comprised of the following:

       
Restated
 
   
2011
 
2010
 
Deferred tax liabilities:
             
Deferred acquisition costs
 
$
(4,255
)
$
(3,501
)
Deferred and uncollected premiums
   
(736
)
 
(738
)
Net unrealized investment gains
   
(6,900
)
 
(219
)
Other
   
(18
)
 
(15
)
Total deferred tax liabilities
   
(11,909
)
 
(4,473
)
Deferred tax assets:
             
Net operating loss carryforwards
   
1,429
   
1,779
 
Insurance reserves
   
4,341
   
3,591
 
Capital loss carryforwards
   
5,675
   
6,068
 
Impaired assets
   
1,443
   
1,060
 
Alternative minimum tax credit
   
510
   
386
 
Bad debts and other
   
903
   
937
 
Total deferred tax assets
   
14,301
   
13,821
 
Asset valuation allowance
   
(5,708
)
 
(6,120
)
Net deferred tax (liabilities) assets
 
$
(3,316
)
$
3,228
 

The components of income tax expense (benefit) were:
 
         
Restated
 
   
2011
   
2010
 
Current - Federal
  $ 399     $ (597 )
Deferred - Federal
    38       320  
Change in deferred tax asset valuation allowance
    (412 )     (92 )
Total
  $ 25     $ (369 )

At December 31, 2011, the Company had regular federal net operating loss carryforwards (“NOLs”) of approximately $4,082 expiring generally between 2025 and 2029. Currently, the Company believes that deferred income tax benefits relating to the NOLs will be realized. However, realization of the NOLs will be assessed periodically based on the Company’s current and anticipated results of operations, and amounts could increase or decrease in the near term if estimates of future taxable income change.

As of December 31, 2011 and 2010, a valuation allowance of $5,708 and $6,120, respectively, was established against deferred income tax benefits relating primarily to capital loss carryforwards that may not be realized. The Company does not currently anticipate having sufficient future capital gains to offset certain of these capital losses during the applicable carryforward period. However, the Company continues to periodically assess the potential realization of these and all other deferred tax benefits. During 2011, the Company’s valuation allowance decreased by $412. The decrease was primarily due to the unanticipated utilization of certain capital loss carryforward benefits that had been previously reduced to zero through an existing valuation allowance reserve.

The Company has formal tax-sharing agreements, and files a consolidated income tax return, with its subsidiaries.
 

Note 6.
Credit Arrangements

Bank Debt

At December 31, 2011, the Company had a revolving credit facility (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which the Company is able to borrow or reborrow up to $5,000, subject to the terms and conditions thereof. The interest rate on amounts outstanding under the Credit Agreement is, at the option of the Company, equivalent to either (a) the base rate (which equals the higher of the Prime Rate or 0.5% above the Federal Funds Rate, each as defined) or (b) the London Interbank Offered Rate (“LIBOR”) determined on an interest period of 1-month, 2-months, 3-months or 6-months, plus 2.00%. Interest on amounts outstanding is payable quarterly. The Credit Agreement requires the Company to comply with certain covenants, including, among others, ratios that relate funded debt to both total capitalization and earnings before interest, taxes, depreciation and amortization, as well as the maintenance of minimum levels of tangible net worth. The Company must also comply with limitations on capital expenditures, certain payments, additional debt obligations, equity repurchases and certain redemptions, as well as minimum risk-based capital levels. Upon the occurrence of an event of default, Wells Fargo may terminate the Credit Agreement and declare all amounts outstanding due and payable in full. During 2011, there was no balance outstanding under this Credit Agreement and the Company was in compliance with all financial covenants of the Credit Agreement. The termination date of this Credit Agreement is August 31, 2012.

Junior Subordinated Debentures

The Company has two unconsolidated Connecticut statutory business trusts, which exist for the exclusive purposes of: (i) issuing trust preferred securities (“Trust Preferred Securities”) representing undivided beneficial interests in the assets of the trusts; (ii) investing the gross proceeds of the Trust Preferred Securities in junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) of Atlantic American; and (iii) engaging in only those activities necessary or incidental thereto.

The financial structure of each of Atlantic American Statutory Trust I and II, as of December 31, 2011 and 2010, was as follows:
 
     
Atlantic American
Statutory Trust I
     
Atlantic American
Statutory Trust II
 
JUNIOR SUBORDINATED DEBENTURES (1) (2)
               
Principal amount owed
  $ 18,042     $ 23,196  
Balance December 31, 2011
    18,042       23,196  
Balance December 31, 2010
    18,042       23,196  
Coupon rate
    LIBOR + 4.00 %     LIBOR + 4.10 %
Interest payable
   
Quarterly
     
Quarterly
 
Maturity date
   
December 4, 2032
     
May 15, 2033
 
Redeemable by issuer
   
Yes
     
Yes
 
TRUST PREFERRED SECURITIES
               
Issuance date
   
December 4, 2002
     
May 15, 2003
 
Securities issued
    17,500       22,500  
Liquidation preference per security
  $ 1     $ 1  
Liquidation value
    17,500       22,500  
Coupon rate
    LIBOR + 4.00 %     LIBOR + 4.10 %
Distribution payable
   
Quarterly
     
Quarterly
 
Distribution guaranteed by (3)
   
Atlantic
American
Corporation
     
Atlantic
American
Corporation
 


 
(1)
For each of the respective debentures, the Company has the right at any time, and from time to time, to defer payments of interest on the Junior Subordinated Debentures for a period not exceeding 20 consecutive quarters up to the debentures’ respective maturity dates. During any such period, interest will continue to accrue and the Company may not declare or pay any cash dividends or distributions on, or purchase, the Company’s common stock nor make any principal, interest or premium payments on or repurchase any debt securities that rank equally with or junior to the Junior Subordinated Debentures. The Company has the right at any time to dissolve each of the trusts and cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities.

 
(2)
The Junior Subordinated Debentures are unsecured and rank junior and subordinate in right of payment to all senior debt of the Parent and are effectively subordinated to all existing and future liabilities of its subsidiaries.

 
(3)
The Parent has guaranteed, on a subordinated basis, all of the obligations under the Trust Preferred Securities, including payment of the redemption price and any accumulated and unpaid distributions to the extent of available funds and upon dissolution, winding up or liquidation.

Note 7.
Derivative Financial Instruments

On February 21, 2006, the Company entered into a zero cost interest rate collar with Wells Fargo to hedge future interest payments on a portion of the Junior Subordinated Debentures. The notional amount of the collar was $18,042 million with an effective date of March 6, 2006.  The collar has a LIBOR floor rate of 4.77% and a LIBOR cap rate of 5.85% and adjusts quarterly on the 4th of each March, June, September and December through termination on March 4, 2013. The Company began making payments to Wells Fargo under the zero cost interest rate collar on June 4, 2008. As a result of interest rates remaining below the LIBOR floor rate of 4.77% through 2011, these payments to Wells Fargo have continued. While the Company may be exposed to counterparty risk should Wells Fargo fail to perform its obligations under this agreement, based on the current level of interest rates coupled with the current macroeconomic outlook, the Company believes that its current exposure to nonperformance risks is minimal.

The estimated fair value and related carrying value of the Company’s interest rate collar at December 31, 2011 was a liability of approximately $876 with a corresponding decrease in accumulated other comprehensive income in shareholders’ equity, net of deferred tax.

Note 8.
Commitments and Contingencies

Litigation

From time to time, the Company is involved in various claims and lawsuits incidental to and in the ordinary course of its businesses. In the opinion of management, any such known claims are not expected to have a material adverse effect on the business or financial condition of the Company.

Operating Lease Commitments

The Company’s rental expense, including common area charges, for operating leases was $1,205 and $1,172 in 2011 and 2010, respectively. The Company’s future minimum base lease obligations under non-cancelable operating leases are as follows:
 

Year Ending December 31,
 
2012
 
$
787
 
2013
   
404
 
2014
   
415
 
2015
   
425
 
2016
   
435
 
Thereafter
   
1,096
 
Total
 
$
3,562
 
 
Note 9.
Benefit Plans

Stock Options

Pursuant to the Company’s 1992 Incentive Plan, the Board of Directors was authorized to grant up to 1,800,000 stock options or share awards. The Board of Directors was authorized to grant: (a) incentive stock options within the meaning of Section 422 of the Internal Revenue Code; (b) non-qualified stock options; (c) performance units; (d) awards of restricted shares of the Company’s common stock and other stock unit awards; (e) deferred shares of common stock; or (f) all or any combination of the foregoing to officers and key employees. Stock options granted under this plan expire five or ten years from the date of grant, as specified in an award agreement. Vesting occurs at 50% upon issuance of an option, and the remaining portion vests in 25% increments in each of the following two years. In accordance with the Company’s 1996 Director Stock Option Plan, a maximum of 200,000 stock options were authorized to be granted, which fully vest six months after the grant date. In accordance with the Company’s 2002 Incentive Plan (the “2002 Plan”), the Board of Directors is authorized to grant up to 2,000,000 stock options or share awards. Subject to adjustment as provided in the 2002 Plan, the Board of Directors is authorized to grant: (a) incentive stock options; (b) non-qualified stock options; (c) stock appreciation rights; (d) restricted shares; (e) deferred shares; and (f) performance shares and/or performance units. Further, the Board may authorize the granting to non-employee directors of stock options and/or restricted shares. No restricted shares were issued in either 2011 or 2010. As of December 31, 2011, an aggregate of twenty employees, officers and directors held options under the three plans.

A summary of the status of the Company’s stock options at December 31, 2011 and 2010 is as follows:
 
   
2011
   
2010
 
Shares
 
Shares
   
Weighted
Average
Exercise
Price
   
Shares
   
Weighted
Average
Exercise
Price
 
Options outstanding, beginning of year
    543,500     $ 1.44       543,500     $ 1.44  
Options exercised
    (177,500 )     1.25       -       -  
Options canceled or expired
    (135,000 )     1.26       -       -  
Options outstanding, end of year
    231,000       1.68       543,500       1.44  
Options exercisable
    231,000       1.68       543,500       1.44  
Options available for future grant
    2,666,406               2,531,406          

Data on options outstanding and exercisable at December 31, 2011 is as follows:
 
           
Outstanding and Exercisable
 
Range of
Exercise Prices
   
Number of
Options
   
Weighted Average
Remaining Life
(Years)
   
Weighted Average
Exercise Price
 
$ 1.51 to $2.00       231,000       1.16     $ 1.68  

The fair value of options granted is determined on the date of grant using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected volatility of the stock price. No options were granted in 2011 or 2010.
 
 
401(k) Plan

The Company initiated an employees’ savings plan qualified under Section 401(k) of the Internal Revenue Code in May 1995. The plan covers substantially all of the Company’s employees. Effective January 1, 2009, the Company modified its employees’ savings plan (the “Plan”) such that the Plan would operate on a safe harbor basis. Under the Plan, employees may defer up to 50% of their compensation, not to exceed the annual deferral limit. The Company’s total matching contribution for 2011 and 2010 was $157 and $148, respectively, and consisted of a contribution equal to 50% of up to the first 4% of each participant’s contributions. In addition to the matching contribution, the Company also provided a 3% safe harbor non-elective contribution in 2011 and 2010 of $280 and $264, respectively. The employer match and contribution were made in cash.

Defined Benefit Pension Plans

Prior to May 2010, the Company had a qualified funded noncontributory defined benefit pension plan covering the employees of American Southern and, prior to May 2009, had an unfunded noncontributory defined benefit pension plan (“SERP”). The plans provided defined benefits based on years of service and average salary. Effective May 31, 2008, the Company froze all benefits related to its qualified defined benefit pension plan, as well as its SERP. In May 2009, the Company terminated the SERP and distributed the accumulated benefits to those participating employees. On March 11, 2010, the Company received a determination letter from the Internal Revenue Service approving the termination of the Company’s qualified defined benefit pension plan. In May 2010, the Company distributed the accumulated benefits, as directed, to participating employees, and terminated the qualified defined benefit pension plan. In connection with the May 2010 termination and settlement of the qualified defined benefit pension plan, the Company incurred a 2010 charge of $319.
 
Note 10.
Preferred Stock
 
The Company had 70,000 shares of Series D Preferred Stock (“Series D Preferred Stock”) outstanding at December 31, 2011 and 2010.  All of the shares of Series D Preferred Stock are held by an affiliate of the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option of the board of directors of the Company) and are cumulative. In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,754,000 shares of the Company’s common stock, subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s option.  The Series D Preferred Stock is not currently convertible. During 2010, the Company paid $508 in Series D Preferred Stock dividends. As of December 31, 2011 and 2010, the Company had accrued, but unpaid, dividends, on the Series D Preferred Stock of $530 and $23, respectively. The 2011 Series D Preferred Stock dividend of $508 was paid in January 2012.

 
Note 11.
Earnings Per Common Share
 
A reconciliation of the numerator and denominator of the earnings per common share calculations is as follows:

   
For the Year Ended December 31, 2011
 
   
Income
 
Shares
 
Per Share
Amount
 
Basic Earnings Per Common Share
                 
Net income before preferred stock dividends
 
$
3,290
 
22,142
       
Less preferred stock dividends
   
(508
)
-
       
Net income applicable to common shareholders
   
2,782
 
22,142
 
$
.13
 
Diluted Earnings Per Common Share
                 
Effect of dilutive stock options
   
-
 
130
       
Net income applicable to common shareholders
 
$
2,782
 
22,272
 
$
.12
 
 
   
Restated
 
   
For the Year Ended December 31, 2010
 
   
Income
 
Shares
 
Per Share
Amount
 
Basic Earnings Per Common Share
                 
Net income before preferred stock dividends
 
$
990
 
22,281
       
Less preferred stock dividends
   
(508
)
-
       
Net income applicable to common shareholders
   
482
 
22,281
 
$
.02
 
Diluted Earnings Per Common Share
                 
Effect of dilutive stock options
   
-
 
64
       
Net income applicable to common shareholders
 
$
482
 
22,345
 
$
.02
 

The assumed conversion of the Company’s Series D Preferred Stock was excluded from the earnings per common share calculation for all periods presented since its impact would have been antidilutive.
 
Note 12.
Statutory Reporting
 
The assets, liabilities and results of operations have been reported on the basis of GAAP, which varies from statutory accounting practices (“SAP”) prescribed or permitted by insurance regulatory authorities. The principal differences between SAP and GAAP are that under SAP: (i) certain assets that are non-admitted assets are eliminated from the balance sheet; (ii) acquisition costs for policies are expensed as incurred, while they are deferred and amortized over the estimated life of the policies under GAAP; (iii) the provision that is made for deferred income taxes is different than under GAAP; (iv) the timing of establishing certain reserves is different than under GAAP; and (v) valuation allowances are established against investments.

The amount of reported statutory net income and surplus (shareholders’ equity) for the Parent’s insurance subsidiaries for the years ended December 31 was as follows:

   
2011
   
2010
 
Life and Health, net income
  $ 3,621     $ 2,999  
Property and Casualty, net income
    3,814       3,787  
Statutory net income
  $ 7,435     $ 6,786  
                 
Life and Health, surplus
  $ 32,087     $ 31,874  
Property and Casualty, surplus
    37,988       38,717  
Statutory surplus
  $ 70,075     $ 70,591  

 
Under the insurance code of the state of jurisdiction in which each insurance subsidiary is domiciled, dividend payments to the Parent by its insurance subsidiaries are subject to certain limitations without the prior approval of the applicable state’s Insurance Commissioner. The Parent received dividends of $6,535 and $6,493 in 2011 and 2010, respectively, from its subsidiaries. In 2012, dividend payments by insurance subsidiaries in excess of $7,833 would require prior approval.
 
Note 13.
Related Party Transactions
 
In the normal course of business the Company has engaged in transactions with J. Mack Robinson, the majority shareholder of the Company and his affiliates from time to time. These transactions include the leasing of office space as well as certain investing and financing activities.

The Company leases approximately 49,586 square feet of office and covered garage space from an entity which is an affiliate of the Company. During the years ended December 31, 2011 and 2010, the Company paid $865 and $849, respectively, under this lease.

Certain financing for the Company has been provided by affiliates of J. Mack Robinson, in the form of investments in the Series D Preferred Stock (See Note 10).

Certain members of the Company’s management are shareholders and on the Board of Directors of Gray Television, Inc. (“Gray”). At December 31, 2011 and 2010, the Company owned 388,060 shares of Gray Class A common stock and 106,000 shares of Gray common stock. The aggregate carrying value of these investments in Gray at December 31, 2011 and 2010 was $696 and $885, respectively.

Note 14.
Segment Information
 
The Parent’s primary insurance subsidiaries operate with relative autonomy and each company is evaluated based on its individual performance. American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market. All segments derive revenue from the collection of premiums, as well as from investment income. Substantially all revenue other than that in the corporate and other segment is from external sources.

   
2011
 
   
American
Southern
   
Bankers
Fidelity
   
Corporate
& Other
   
Adjustments
& Eliminations
   
Consolidated
 
                               
Insurance premiums
  $ 37,514     $ 69,957     $ -     $ -     $ 107,471  
Insurance benefits and losses incurred
    24,210       49,404       -       -       73,614  
Expenses deferred
    (8,716 )     (4,045 )     -       -       (12,761 )
Amortization and depreciation expense
    8,817       2,046       -       -       10,863  
Other expenses
    13,713       22,770       13,681       (6,863 )     43,301  
Total expenses
    38,024       70,175       13,681       (6,863 )     115,017  
Underwriting loss
    (510 )     (218 )                        
Investment income
    4,522       5,585       2,251       (1,771 )     10,587  
Other income
    16       51       5,272       (5,092 )     247  
Operating income (loss)
    4,028       5,418       (6,158 )     -       3,288  
Net realized gains (losses)
    338       (227 )     (84 )     -       27  
Income (loss) before income taxes
  $ 4,366     $ 5,191     $ (6,242 )   $ -     $ 3,315  
Total revenues
  $ 42,390     $ 75,366     $ 7,439     $ (6,863 )   $ 118,332  
Goodwill
  $ 1,350     $ 778     $ -     $ -     $ 2,128  
Total assets
  $ 127,483     $ 146,717     $ 142,138     $ (114,213 )   $ 302,125  
 
 
   
Restated
 
   
2010
 
   
American
Southern
   
Bankers
Fidelity
   
Corporate
& Other
   
Adjustments
& Eliminations
   
Consolidated
 
                               
Insurance premiums
  $ 34,939     $ 62,674     $ -     $ -     $ 97,613  
Insurance benefits and losses incurred
    21,208       45,646       -       -       66,854  
Expenses deferred
    (8,267 )     (3,294 )     -       -       (11,561 )
Amortization and depreciation expense
    7,888       2,266       -       -       10,154  
Other expenses
    14,080       20,721       12,804       (6,784 )     40,821  
Total expenses
    34,909       65,339       12,804       (6,784 )     106,268  
Underwriting income (loss)
    30       (2,665 )                        
Investment income
    4,133       5,179       2,207       (1,782 )     9,737  
Other income
    90       34       5,158       (5,002 )     280  
Operating income (loss)
    4,253       2,548       (5,439 )     -       1,362  
Net realized gains (losses)
    166       (530 )     (377 )     -       (741 )
Income (loss) before income taxes
  $ 4,419     $ 2,018     $ (5,816 )   $ -     $ 621  
Total revenues
  $ 39,328     $ 67,357     $ 6,988     $ (6,784 )   $ 106,889  
Goodwill
  $ 1,350     $ 778     $ -     $ -     $ 2,128  
Total assets
  $ 116,740     $ 130,366     $ 125,421     $ (94,961 )   $ 277,566  

Note 15.
Disclosures About Fair Value of Financial Instruments

The estimated fair value amounts have been determined by the Company using available market information from various market sources and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts which the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

   
2011
   
2010
 
   
Carrying
Amount
   
Estimated
Fair Value
   
Carrying
Amount
   
Estimated
Fair Value
 
Assets:
                       
Cash and cash equivalents
  $ 21,285     $ 21,285     $ 28,325     $ 28,325  
Fixed maturities
    217,348       217,348       171,648       171,648  
Equity securities
    8,348       8,348       8,524       8,524  
Policy loans
    2,246       2,246       2,200       2,200  
Other invested assets
    567       567       980       980  
Real estate
    38       38       38       38  
Investments in unconsolidated trusts
    1,238       1,238       1,238       1,238  
                                 
Liabilities:
                               
Junior Subordinated Debentures
    41,238       41,238       41,238       41,238  
Derivative
    876       876       1,553       1,553  

The fair value estimates as of December 31, 2011 and 2010 were based on pertinent information available to management as of the respective dates. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, current estimates of fair value may differ significantly from amounts that might ultimately be realized.
 

The following describes the methods and assumptions used by the Company in estimating fair values:

Cash and Cash Equivalents

The carrying amount approximates fair value due to the short-term nature of the instruments.

Fixed Maturities, Common and Non-Redeemable Preferred Stocks and Publicly Traded Other Invested Assets

The carrying amount is determined in accordance with methods prescribed by the NAIC, which do not differ materially from publicly quoted market prices. Certain fixed maturities do not have publicly quoted values and consist solely of issuances of pooled debt obligations of multiple, smaller financial services companies. They are not actively traded and valuation techniques used to measure fair value are based on future estimated cash flows discounted at a reasonably estimated rate of interest. Other qualitative and quantitative information received from the original underwriter of the pooled offerings is also considered, as applicable.

Non-publicly Traded Invested Assets

The fair value of investments in certain limited partnerships which are included in other invested assets on the consolidated balance sheet were determined by officers of those limited partnerships.

Debt Payable and Junior Subordinated Debentures

The fair value is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt having the same or similar returns and remaining maturities.

Derivative Financial Instruments

As the Company’s only derivative financial instrument is an interest rate collar, changes in valuation are more closely correlated with changes in interest rates and, accordingly, values are estimated using projected cash flows at current interest rates discounted at a reasonably estimated rate of interest. Fair value quotations are also obtained and considered, as applicable, from the counterparty to the transaction.

Note 16.
Reconciliation of Other Comprehensive Income

The Company’s comprehensive income consists of net income, unrealized gains and losses on securities available for sale and fair value adjustments from the ownership of a derivative financial instrument, all net of applicable income taxes. Other than net income, the other components of comprehensive income for the years ended December 31, 2011 and 2010 were as follows:

         
Restated
 
   
2011
   
2010
 
Total net realized gains (losses) on investment securities included in net income
  $ 27     $ (741 )
Other components of comprehensive income:
               
Net pre-tax unrealized gains on investment securities arising during year
  $ 18,781     $ 6,651  
Reclassification adjustment for net realized losses on investment securities
    308       741  
                 
Net pre-tax unrealized gains on investment securities recognized in other comprehensive income
    19,089       7,392  
Fair value adjustment to derivative financial instrument
    677       (6 )
Deferred income tax attributable to other comprehensive income
    (6,918 )     (2,585 )
    $ 12,848     $ 4,801  
 
 
Note 17.
Acquisitions
 
On July 1, 2011, the Company acquired a block of Medicare supplement business from American Community Mutual Insurance Company (“ACMIC”). The net settlement amount for the transaction of $150 was paid by ACMIC to the Company. The purchase was not significant to the financial position or results of operations of the Company in 2011. In connection with the transaction the following assets and liabilities were acquired:

   
2011
 
Cash
 
$
150
 
Deferred acquisition costs
   
734
 
Other assets
   
2
 
Total assets
 
$
886
 
         
Future policy benefits
 
$
189
 
Unearned premiums
   
243
 
Losses and claims
   
299
 
Other policy liabilities
   
105
 
Other liabilities
   
50
 
Total liabilities
 
$
886
 
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.
Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-25(e) and 15d-15(e) of the Securities Exchange Act of 1934).

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system over financial reporting has been designed to provide reasonable assurance regarding the reliability and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management recognizes that there are inherent limitations in the effectiveness of any internal control system. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Furthermore, the application of any evaluations of effectiveness on future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.  Based on that evaluation, management had preliminarily concluded that, as of December 31, 2011, the Company’s internal control over financial reporting was effective; however, as a result of the determination on March 26, 2012, that an other than temporary impairment on certain equity securities was more appropriately recognized in the fourth quarter of 2010 rather than in 2011 and that the Company would restate its financial statements for the quarter and year ended December 31, 2010, management, including the Chief Executive Officer and Chief Financial Officer, has concluded that, due to the material weakness in internal control over financial reporting in the area of other than temporary impairments for investments, as discussed below, the Company’s disclosure controls and procedures were not effective as of December 31, 2011.
 
 
Based upon the foregoing evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that although there were, and are, no deficiencies in the design of the controls in place, as a result of the decision in March 2012 that a restatement was necessary to address an other than temporary impairment adjustment to certain of the Company’s common stock investments, the operational effectiveness of the controls relating to the timing and related recognition of other than temporary impairments of investments constitutes a material weakness in internal control over financial reporting.  Although the decision to restate is fundamentally necessitated by certain judgments, estimates and factual developments, which are themselves inherently subject to uncertainties and to hindsight evaluations by third parties, as a result of the restatement, we were required to conclude that we had a material weakness in our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting; however, subsequent to December 31, 2011, and immediately following management’s identification of the above-referenced weakness, management implemented steps to remediate the material weakness.  These efforts, among others, include development of a more robust quarterly analysis of investments which have fair values less than their historical costs and adoption of stricter policies with respect to unrealized losses on investments, particularly common stocks.

Management anticipates these remedial actions will strengthen the Company’s internal control over financial reporting and will address and remediate the material weakness identified as of December 31, 2011.  As some of these remedial actions will take place quarterly, their successful implementation will continue to be evaluated before management is able to conclude that the material weakness has been fully remediated.  The Company cannot provide any assurance that these remediation efforts will be successful or that the Company’s internal control over financial reporting will be effective as a result of these efforts.
 
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to certain rules of the Securities and Exchange Commission that exempt smaller reporting companies, including the Company from such requirement.

Item 9B.
Other Information

None.
 
PART III

With the exception of certain information relating to the Executive Officers of the Company, which is provided in Part I hereof, the information relating to securities authorized for issuance under equity compensation plans and the information relating to the Company’s Code of Ethics, each of which is included below, all information required by Part III (Items 10, 11, 12, 13 and 14 of Form 10-K) is incorporated by reference to the sections entitled “Election of Directors”, “Security Ownership of Certain Beneficial Owners and Management”, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Executive Compensation”, “Certain Relationships and Related Transactions, and Director Independence” and “Ratification of Independent Registered Public Accounting Firm” to be contained in the Company’s definitive proxy statement in connection with the Company’s Annual Meeting of Shareholders to be held on May 1, 2012, to be filed with the SEC within 120 days of the Company’s fiscal year end.
 
 
Equity Compensation Plan Information

The following table sets forth, as of December 31, 2011, the number of securities to be issued upon exercise of outstanding options, warrants and rights, the weighted average exercise price thereof and the number of securities remaining available for future issuance under the Company’s equity compensation plans:

Plan Category
 
Number of
Securities to Be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
 
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
 
Number of Securities
Remaining Available
 for Future Issuance
 Under Equity
 Compensation Plans
(Excluding Securities
 Reflected in the First
 Column)
Equity compensation plans approved by security holders
 
231,000
 
$
1.68
 
2,666,406
Equity compensation plans not approved by security holders (1)
 
-
   
-
 
-
Total
 
231,000
 
$
1.68
 
2,666,406

(1)
All the Company’s equity compensation plans have been approved by the Company’s shareholders.

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or any persons performing similar functions, as well as its directors and other employees. A copy of this Code of Ethics has been filed as an exhibit to this annual report on Form 10-K.

 
PART IV

Item 15.
Exhibits and Financial Statement Schedules

(a) List of documents filed as part of this report:

 
1.
Financial Statements:

See Index to Financial Statements contained in Item 8 hereof.

 
2.
Financial Statement Schedules:

Schedule II -
Condensed financial information of the registrant
Schedule III -
Supplementary insurance information of the registrant
Schedule IV -
Reinsurance information for the registrant
Schedule VI -
Supplemental information concerning property-casualty insurance operations of the registrant

Schedules other than those listed above are omitted as they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable.

 
3.
Exhibits *:

3.1
 
-
Restated Articles of Incorporation of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K for the year ended December 31, 2008].
       
3.2
 
-
Bylaws of the registrant, as amended [incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-K for the year ended December 31, 2008].
       
10.01
 
-
Management Agreement between the registrant and Atlantic American Life Insurance Company and Bankers Fidelity Life Insurance Company dated July 1, 1993 [incorporated by reference to Exhibit 10.41 to the registrant’s Form 10-Q for the quarter ended September 30, 1993].
       
10.02
 
-
Tax allocation agreement dated January 28, 1994, between registrant and registrant’s subsidiaries [incorporated by reference to Exhibit 10.44 to the registrant’s Form 10-K for the year ended December 31, 1993].
       
10.03**
 
-
Atlantic American Corporation 1992 Incentive Plan [incorporated by reference to Exhibit 4 to the registrant’s Form S-8 (File No. 333-90063) filed on November 1, 1999].
       
10.04**
 
-
Atlantic American Corporation 1996 Director Stock Option Plan [incorporated by reference to Exhibit 4 to the registrant’s Form S-8 (File No. 333-90057) filed on November 1, 1999].
       
10.05**
 
-
Atlantic American Corporation 2002 Stock Incentive Plan [incorporated by reference to Exhibit 4.1 to the registrant’s Form S-8 (File No. 333-97567) filed on August 2, 2002].
       
10.06**
 
-
Summary Terms of Consulting Arrangement between Bankers Fidelity Life Insurance Company and William H. Whaley, M.D. [incorporated by reference to Exhibit 10.06 to the registrant’s Form 10-K for the year ended December 31, 2010].
       
10.07
 
-
Credit Agreement, dated as of December 22, 2006 between Atlantic American Corporation and Wachovia Bank, National Association [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K dated December 22, 2006].
 
 
10.08
 
-
First Amendment to Credit Agreement and Pledge Agreement, dated as of December 22, 2006 between Atlantic American Corporation and Wachovia Bank, National Association [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2008].
       
10.09
 
-
Lease Agreement between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American Corporation and Delta Life Insurance Company dated as of November 1, 2007 [incorporated by reference to Exhibit 10.10 to the registrant’s Form 10-K for the year ended December 31, 2007].
       
10.10
 
-
First Amendment to Lease Agreement between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American Corporation and Delta Life Insurance Company dated as of March 31, 2008 [incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q for the quarter ended March 31, 2008].
       
10.11
 
-
Second Amendment to Credit Agreement between registrant and Wachovia Bank, National Association dated as of October 28, 2008 [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K dated October 31, 2008].
       
10.12
 
-
Third Amendment to Credit Agreement between registrant and Wells Fargo Bank, National Association, successor-by-merger to Wachovia Bank, National Association, dated June 29, 2010 [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended June 30, 2010].
 
       
10.13
 
-
Fourth Amendment to Credit Agreement between registrant and Wells Fargo Bank, National Association, successor-by-merger to Wachovia Bank, National Association, dated July 1, 2011 [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended June 30, 2011].
 
       
10.14
 
-
Fifth Amendment to Credit Agreement between registrant and Wells Fargo Bank, National Association, successor-by-merger to Wachovia Bank, National Association, dated August 31, 2011 [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended September 30, 2011].
 
       
14.1
 
-
Code of Ethics [incorporated by reference to Exhibit 14.1 to the registrant’s Form 10-K for the year ended December 31, 2003].
       
 
-
Subsidiaries of the registrant.
       
 
-
Consent of BDO USA LLP, Independent Registered Public Accounting Firm.
       
 
-
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
-
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
-
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
101.INS
 
-
XBRL Instance Document
       
101.SCH
 
-
XBRL Taxonomy Extension Schema
       
101.CAL
 
-
XBRL Taxonomy Extension Calculation Linkbase
 
 
101.DEF
 
-
XBRL Taxonomy Extension Definition Linkbase
       
101.LAB
 
-
XBRL Taxonomy Extension Label Linkbase
       
101.PRE
 
-
XBRL Taxonomy Extension Presentation Linkbase

 *The registrant agrees to furnish to the Commission upon request a copy of any instruments defining the rights of securityholders of the registrant that may be omitted from filing in accordance with the Commission’s rules and regulations.

**Management contract, compensatory plan or arrangement required to be filed pursuant to, Part IV, Item 15(c) of Form 10-K and Item 601 of Regulation S-K.
 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    ATLANTIC AMERICAN CORPORATION  
    (Registrant)  
       
 
By:
/s/ John G. Sample, Jr.
 
   
John G. Sample, Jr.
 
   
Senior Vice President and Chief Financial Officer
 
       
   
Date: March 26, 2012
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ J. Mack Robinson
 
Chairman Emeritus
   
J. MACK ROBINSON
     
March 26, 2012
         
/s/ Hilton H. Howell, Jr.
 
President, Chief Executive Officer
   
HILTON H. HOWELL, JR.
 
and Chairman of the Board (Principal Executive Officer)
 
March 26, 2012
         
/s/ John G. Sample, Jr.
 
Senior Vice President and Chief Financial Officer
   
JOHN G. SAMPLE, JR.
 
(Principal Financial and Accounting Officer)
 
March 26, 2012
         
/s/ Edward E. Elson
 
Director
   
EDWARD E. ELSON
     
March 26, 2012
         
/s/ Samuel E. Hudgins
 
Director
   
SAMUEL E. HUDGINS
     
March 26, 2012
         
/s/ Harriett J. Robinson
 
Director
   
HARRIETT J. ROBINSON
     
March 26, 2012
         
/s/ Scott G. Thompson
 
Director
   
SCOTT G. THOMPSON
     
March 26, 2012
         
/s/ William H. Whaley, M.D.
 
Director
   
WILLIAM H. WHALEY, M.D.
     
March 26, 2012
         
/s/ Dom H. Wyant
 
Director
   
DOM H. WYANT
     
March 26, 2012
 
 
Schedule II
Page 1 of 3

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ATLANTIC AMERICAN CORPORATION
(Parent Company Only)

BALANCE SHEETS

ASSETS

   
December 31,
 
         
Restated
 
   
2011
   
2010
 
   
(In thousands)
 
             
Cash and cash equivalents
  $ 13,765     $ 20,077  
Investments
    12,918       4,958  
Investment in subsidiaries
    114,214       94,961  
Investments in unconsolidated trusts
    1,238       1,238  
Deferred tax asset, net
    -       2,568  
Income taxes receivable from subsidiaries
    2,452       1,719  
Other assets
    213       1,514  
Total assets
  $ 144,800     $ 127,035  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                 
Deferred tax liability, net
  $ 3,976     $ -  
Other payables
    3,309       3,104  
Junior subordinated debentures
    41,238       41,238  
                 
Total liabilities
    48,523       44,342  
                 
Shareholders’ equity
    96,277       82,693  
Total liabilities and shareholders’ equity
  $ 144,800     $ 127,035  

 
Schedule II
Page 2 of 3

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ATLANTIC AMERICAN CORPORATION
(Parent Company Only)

STATEMENTS OF OPERATIONS

   
Year Ended December 31,
 
         
Restated
 
   
2011
   
2010
 
   
(In thousands)
 
REVENUE
           
Fee income from subsidiaries
  $ 5,091     $ 5,002  
Distributed earnings from subsidiaries
    6,535       6,493  
Other
    475       101  
Total revenue
    12,101       11,596  
                 
GENERAL AND ADMINISTRATIVE EXPENSES
    9,106       8,116  
                 
INTEREST EXPENSE
    2,599       2,612  
      396       868  
INCOME TAX BENEFIT(1)
    (2,350 )     (1,121 )
      2,746       1,989  
EQUITY IN UNDISTRIBUTED EARNINGS (LOSSES) OF SUBSIDIARIES, NET
    544       (999 )
NET INCOME
  $ 3,290     $ 990  

(1)
Under the terms of its tax-sharing agreement with its subsidiaries, income tax provisions for the individual companies are computed on a separate company basis. Accordingly, the Company’s income tax benefit results from the utilization of the parent company separate return loss to reduce the consolidated taxable income of the Company.
 
 
Schedule II
Page 3 of 3

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ATLANTIC AMERICAN CORPORATION
(Parent Company Only)

STATEMENTS OF CASH FLOWS

   
Year Ended December 31,
 
         
Restated
 
   
2011
   
2010
 
   
(In thousands)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 3,290     $ 990  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Realized investment losses
    84       377  
Depreciation and amortization
    75       98  
Equity in undistributed (earnings) losses of consolidated subsidiaries
    (544 )     999  
Increase in intercompany taxes
    (411 )     (125 )
Deferred income tax (benefit) expense
    (374 )     228  
Increase (decrease) in other liabilities
    375       (118 )
Other, net
    (72 )     34  
Net cash provided by operating activities
    2,423       2,483  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from investments sold, called or matured
    1,813       4,270  
Investments purchased
    (8,214 )     (1,945 )
Capital contribution to subsidiaries
    (250 )     -  
Additions to property and equipment
    (38 )     (50 )
Net cash (used in) provided by investing activities
    (6,689 )     2,275  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Payment of dividends on common stock
    (445 )     -  
Payment of dividends on Series D Preferred Stock
    -       (508 )
Proceeds from the exercise of stock options
    222       -  
Purchase of treasury shares
    (1,823 )     (60 )
Net cash used in financing activities
    (2,046 )     (568 )
                 
Net (decrease) increase in cash
    (6,312 )     4,190  
Cash and cash equivalents at beginning of year
    20,077       15,887  
Cash and cash equivalents at end of year
  $ 13,765     $ 20,077  
                 
Supplemental disclosure:
               
Cash paid for interest
  $ 2,592     $ 2,615  
Cash received for income taxes
  $ -     $ 650  
Intercompany tax settlement from subsidiaries
  $ 1,565     $ 1,224  
 
 
Schedule III
Page 1 of 2

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION

Segment
 
Deferred
Acquisition
Costs
   
Future Policy
Benefits,
 Losses,
 Claims and
 Loss
Reserves
   
Unearned
Premiums
   
Other Policy
Claims and
Benefits
Payable
 
   
(In thousands)
 
December 31, 2011:
                       
Bankers Fidelity
  $ 20,732     $ 71,818     $ 4,284     $ 2,252  
American Southern
    3,527       49,478       19,362       -  
    $ 24,259     $ 121,296 (1)   $ 23,646     $ 2,252  
                                 
December 31, 2010:
                               
Bankers Fidelity
  $ 17,805     $ 68,680     $ 3,313     $ 1,960  
American Southern
    3,434       46,092       17,857       -  
    $ 21,239     $ 114,772 (2)   $ 21,170     $ 1,960  

(1)
Includes future policy benefits of $63,321 and losses and claims of $57,975.

(2)
Includes future policy benefits of $60,811 and losses and claims of $53,961.
 
 
Schedule III
Page 2 of 2

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION

Segment
 
Premium
Revenue
   
Net
Investment
Income
   
Benefits,
Claims,
Losses and
Settlement
Expenses
   
Amortization
of Deferred
Acquisition
Costs
   
Other
Operating
Expenses
   
Casualty
Premiums
Written
 
   
(In thousands)
 
December 31, 2011:
                                   
Bankers Fidelity
  $ 69,957     $ 5,445     $ 49,404     $ 1,852     $ 18,919     $ -  
American Southern
    37,514       4,485       24,210       8,623       5,191       39,019  
Other
    -       480       -       -       6,818       -  
    $ 107,471     $ 10,410     $ 73,614     $ 10,475     $ 30,928     $ 39,019  
                                                 
December 31, 2010:
                                               
Bankers Fidelity
  $ 62,674     $ 5,056     $ 45,646     $ 2,077     $ 17,616     $ -  
American Southern
    34,939       4,097       21,208       7,698       6,003       38,000  
Other
    -       426       -       -       6,020       -  
    $ 97,613     $ 9,579     $ 66,854     $ 9,775     $ 29,639     $ 38,000  
 
 
Schedule IV

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
REINSURANCE

   
Direct
Amount
   
Ceded To
Other
Companies
   
Assumed
From Other
Companies
   
Net
Amounts
   
Percentage of
Amount
Assumed
To Net
 
   
(Dollars In thousands)
 
Year ended December 31, 2011:
                             
Life insurance in force
  $ 265,052     $ (22,636 )   $ -     $ 242,416        
                                       
Premiums --
                                     
Bankers Fidelity
  $ 69,119     $ (56 )   $ 894     $ 69,957       1.3 %
American Southern
    40,751       (6,494 )     3,257       37,514       8.7 %
Total premiums
  $ 109,870     $ (6,550 )   $ 4,151     $ 107,471       3.9 %
                                         
Year ended December 31, 2010:
                                       
Life insurance in force
  $ 284,289     $ (26,805 )   $ -     $ 257,484          
                                         
Premiums --
                                       
Bankers Fidelity
  $ 62,578     $ (53 )   $ 149     $ 62,674       0.2 %
American Southern
    37,244       (5,505 )     3,200       34,939       9.2 %
Total premiums
  $ 99,822     $ (5,558 )   $ 3,349     $ 97,613       3.4 %

 
Schedule VI

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
 
                                 
Claims and Claim
                   
                                 
Adjustment
                   
   
Deferred
                           
Expenses Incurred
   
Amortization
   
Paid Claims
       
   
Policy
                     
Net
   
Related To
   
of Deferred
   
and Claim
       
   
Acquisition
         
Unearned
   
Earned
   
Investment
   
Current
   
Prior
   
Acquisition
   
Adjustment
   
Premiums
 
Year Ended
 
Costs
   
Reserves
   
Premiums
   
Premiums
   
Income
   
Year
   
Years
   
Costs
   
Expenses
   
Written
 
   
(In thousands)
       
December 31, 2011
  $ 3,527     $ 49,478     $ 19,362     $ 37,514     $ 4,485     $ 27,306     $ (3,096 )   $ 8,623     $ 22,281     $ 39,019  
                                                                                 
December 31, 2010
  $ 3,434     $ 46,092     $ 17,857     $ 34,939     $ 4,097     $ 26,579     $ (5,371 )   $ 7,698     $ 20,128     $ 38,000  

 

ex21_1.htm

EXHIBIT 21.1

Subsidiaries of the Registrant
 

Subsidiary
State of Incorporation
   
American Safety Insurance Company
Georgia
American Southern Insurance Company
Kansas
Bankers Fidelity Life Insurance Company
Georgia
xCalibre Risk Services, Inc.
Georgia
 
 

ex23_1.htm

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-90063, 333-90057 and 333-97567) of Atlantic American Corporation of our report dated March 26, 2012, relating to the consolidated financial statements and financial statement schedules of Atlantic American Corporation which appears in this Form 10-K.

/s/ BDO USA, LLP
Atlanta, Georgia
March 26, 2012



ex31_1.htm

EXHIBIT 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hilton H. Howell, Jr., certify that:

 
1.
I have reviewed this annual report on Form 10-K of Atlantic American Corporation;

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:  March 26, 2012
 
/s/ Hilton H. Howell, Jr.
     
Hilton H. Howell, Jr.
     
President and Chief Executive Officer
 
 

ex31_2.htm

EXHIBIT 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John G. Sample, Jr., certify that:

 
1.
I have reviewed this annual report on Form 10-K of Atlantic American Corporation;

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:  March 26, 2012
 
/s/ John G. Sample, Jr.
     
John G. Sample, Jr.
     
Senior Vice President and
     
Chief Financial Officer
 


ex32_1.htm

EXHIBIT 32.1

Certifications Pursuant to §906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Annual Report on Form 10-K of Atlantic American Corporation (the “Company”) for the period ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, that, to such officer’s knowledge:
 
 
(1)
The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: March 26, 2012
/s/ Hilton H. Howell, Jr.
 
Hilton H. Howell, Jr.
 
President and Chief Executive Officer
 
Date: March 26, 2012
/s/ John G. Sample, Jr.
 
John G. Sample, Jr.
 
Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.