UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported)
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November 8, 2012 (November 8, 2012)
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ATLANTIC AMERICAN CORPORATION
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(Exact name of registrant as specified in its charter)
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Georgia
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0-3722
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58-1027114
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4370 Peachtree Road, N.E., Atlanta, Georgia
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30319
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(404) 266-5500
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N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On November 8, 2012, Atlantic American Corporation (the “Registrant”) reported, among other things, its results of operations for its third quarter ended September 30, 2012. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
The information set out in Item 2.02 is hereby incorporated into this item 7.01 by this reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated November 8, 2012, furnished solely for the purpose of incorporation by reference into Items 2.02 and 7.01.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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ATLANTIC AMERICAN CORORATION
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By:
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/s/ John G. Sample, Jr.
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John G. Sample, Jr.
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Senior Vice President and Chief Financial Officer
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Date: November 8, 2012
EXHIBIT INDEX
Exhibits:
Exhibit 99.1 Press release dated November 8, 2012
RECORD PREMIUM GROWTH, SOLID BOTTOM LINE GROWTH AND STOCK
REPURCHASE PLAN REPORTED BY ATLANTIC AMERICAN
ATLANTA, Georgia, November 8, 2012 - Atlantic American Corporation (Nasdaq-AAME) today reported net income of $1.1 million, or $0.04 per diluted share, for the three month period ended September 30, 2012, compared to net income of $1.7 million, or $0.07 per diluted share, for the three month period ended September 30, 2011. For the nine month period ended September 30, 2012, net income was $3.5 million, or $0.15 per diluted share, compared to net income of $2.4 million, or $0.09 per diluted share, for the comparable period in 2011. Realized investment gains for the three month and nine month periods ended September 30, 2012 were nil and $1.4 million, respectively, compared to $903,000 and $974,000, respectively, for the comparable periods in 2011. Operating income (income before income taxes and realized investment gains, net) for the three month period ended September 30, 2012 was $956,000, a 10.5% increase over the $865,000 of operating income for the three month period ended September 30, 2011. For the nine month period ended September 30, 2012, operating income was $2.1 million, or 19.8% greater than the $1.8 million of operating income for the comparable nine month period of 2011.
Total revenues for the three month period ended September 30, 2012 were $35.3 million, increasing 14.6% from $30.8 million for the three month period ended September 30, 2011. Insurance premiums during this quarter increased $5.2 million, or 19.0%, from the comparable 2011 premiums. For the nine month period ended September 30, 2012, total revenues were $104.8 million, increasing 19.2% from the comparable 2011 period revenues of $87.9 million. Insurance premiums during the nine month period ended September 30, 2012 increased $15.8 million, or 20.1%, from the comparable period in 2011. Total revenue increases during both the three month and nine month periods ended September 30, 2012 were primarily the result of increased premiums earned from the Company’s life and health operations.
Separately, the Company also announced that the Board of Directors has terminated the prior stock repurchase plan and approved a separate replacement repurchase plan that allows for the repurchase of up to 750,000 shares of the Company’s common stock from time to time in accordance with applicable securities laws and other requirements.
Commenting, Hilton H. Howell, Jr., chairman, president and chief executive officer, stated, “Bankers Fidelity, our life and health company, continues to perform very well. With first year collected premiums up 94.5% on a comparative basis for the nine month period ended September 30, 2012 versus 2011 and quarter over quarter top line growth for the past two years, the company is positioned to continue growing for the foreseeable future. As its top line growth has continued, so has its contribution to our earnings. This success is evidenced by the fact that less than one month ago, the AM Best rating for Bankers Fidelity was raised from B++ to A-, an accomplishment which is a recognition of all the hard work of our agents and employees. With that ratings increase, all of our insurance subsidiaries now have “A” ratings, a status we haven’t enjoyed in many years and one which makes us much more competitive in our marketplace. Our property and casualty operations continue to explore new opportunities in this particularly tight market and we are optimistic for their future as well. Our Company’s prospects for the fourth quarter of 2012 and into the future appear quite promising. We are also pleased that our Board has approved our replacement stock repurchase plan. Combined with our recent annual dividend, this further evidences our commitment to increasing shareholder value.”
Atlantic American is an insurance holding company involved through its subsidiary companies in specialty markets of the life, health, and property and casualty insurance industries. Its principal subsidiaries consist of American Southern Insurance Company, American Safety Insurance Company, and Bankers Fidelity Life Insurance Company.
Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein, this press release contains forward-looking statements that involve a number of risks and uncertainties. Actual results could differ materially from those indicated by such forward-looking statements due to a number of factors and risks detailed from time to time in statements and reports that Atlantic American Corporation files with the Securities and Exchange Commission.
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For further information contact:
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John G. Sample, Jr.
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Hilton H. Howell, Jr.
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Senior Vice President and Chief Financial Officer
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Chairman, President & CEO
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Atlantic American Corporation
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Atlantic American Corporation
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404-266-5501
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404-266-5505
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Atlantic American Corporation
Financial Data
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Three months ended
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Nine months ended
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September 30,
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September 30,
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(Unaudited; In thousands, except per share data)
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2012
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2011
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2012
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2011
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Insurance premiums
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Life and health
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$ 23,019
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$ 18,188
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$ 65,814
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$ 50,643
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Property and casualty
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9,362
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9,023
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28,840
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28,187
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Investment income
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2,880
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2,652
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8,618
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7,912
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Realized investment gains, net
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--
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903
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1,428
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974
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Other income
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41
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34
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106
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212
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Total revenue
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35,302
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30,800
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104,806
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87,928
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Insurance benefits and losses incurred
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Life and health
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15,818
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12,736
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46,828
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36,490
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Property and casualty
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6,471
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6,565
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21,228
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17,663
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Commissions and underwriting expenses
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8,962
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6,746
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23,965
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22,192
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Interest expense
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662
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653
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1,977
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1,940
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Other
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2,433
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2,332
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7,278
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6,915
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Total benefits and expenses
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34,346
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29,032
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101,276
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85,200
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Income before income taxes
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956
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1,768
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3,530
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2,728
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Income tax (benefit) expense
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(128)
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64
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8
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363
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Net income
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$ 1,084
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$ 1,704
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$ 3,522
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$ 2,365
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Basic earnings per common share
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$ 0.05
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$ 0.07
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$ 0.15
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$ 0.09
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Diluted earnings per common share
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$ 0.04
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$ 0.07
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$ 0.15
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$ 0.09
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Reconciliation of net income to non-GAAP measurement
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Net income
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$ 1,084
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$ 1,704
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$ 3,522
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$ 2,365
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Income tax (benefit) expense
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(128)
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64
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8
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363
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Realized investment gains, net
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--
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(903)
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(1,428)
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(974)
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Operating income
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$ 956
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$ 865
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$ 2,102
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$ 1,754
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September 30,
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December 31,
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Selected Balance Sheet Data
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2012
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2011
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Total cash and investments
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$ 265,048
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$ 251,070
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Insurance subsidiaries
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235,139
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222,925
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Parent and other
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29,909
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28,145
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Total assets
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319,454
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302,125
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Insurance reserves and policyholder funds
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151,705
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147,194
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Debt
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41,238
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41,238
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Total shareholders' equity
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106,436
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96,277
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Book value per common share
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4.71
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4.20
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Statutory capital and surplus
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Life and health
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34,529
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32,087
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Property and casualty
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37,114
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37,988
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