SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): March 29, 2006 (March 28, 2006) | ||
ATLANTIC AMERICAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Georgia (State or Other Jurisdiction of Incorporation) |
0-3722 (Commission File Number) |
58-1027114 (I.R.S. Employer Identification No.) |
| 4370 Peachtree Rd., N.E. Atlanta, Georgia (Address of Principal Executive Offices) |
30319 (Zip Code) |
|
| Registrant's Telephone Number, Including Area Code: (404) 266-5500 | ||
| 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: | ||
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o |
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 March 28, 2006, Atlantic American Corporation (the “Registrant”) reported its results of operations for its fourth quarter and year ended December 31, 2005. 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.
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, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated March 28, 2006, reporting the results of operations of the Registrant for its fourth quarter and year ended December 31, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ATLANTIC AMERICAN CORPORATION |
| By: /s/ John G. Sample, Jr. |
|
| John G. Sample, Jr. Senior Vice President and Chief Financial Officer |
|
Date: March 29, 2006
EXHIBIT INDEX
Exhibits:
Exhibit 99.1 Press release dated March 28, 2006
EXHIBIT 99.1
ATLANTIC AMERICAN CORPORATION REPORTS FOURTH QUARTER AND YEAR END
RESULTS
ATLANTA, Georgia, March 28, 2006 - Atlantic American Corporation (Nasdaq- AAME) today announced a loss for the year ended December 31, 2005 of $3.2 million, or $0.21 per diluted share, as compared to net income of $5.0 million, or $0.18 per diluted share, for the year ended December 31, 2004. Total revenue for 2005 was $185.1 million, a 2.6% decline from 2004 total revenue of $190.1 million. Premiums during 2005 increased $6.7 million, or 3.9%, to $177.6 million from 2004 premiums of $170.9 million. Premium increases were attributable to new business opportunities primarily in the Company’s property and casualty operations. During the fourth quarter ended December 31, 2005, the Company reported a net loss of $4.1 million, or $0.21 per diluted share, compared to net income of $0.6 million, or $0.01 per diluted share, during the same period in 2004. For the fourth quarter ended December 31, 2005, total revenue decreased 21.0% to $36.8 million from $46.6 million for the fourth quarter of 2004. Premiums for the fourth quarter of 2005 increased nominally to $42.6 million compared to $42.3 million for the fourth quarter of 2004. The significant loss in the quarter and year ended December 31, 2005 and the declines in revenue for the quarter and year ended December 31, 2005 were attributable to a $10.7 million impairment charge which the Company recorded to reflect the write down of the value of its automotive sector investment holdings. Excluding consideration of realized investment gains (losses), pre-tax operating earnings for the year ended December 31, 2005 were $2.9 million, a 41.0% increase over 2004 pre-tax operating earnings of $2.1 million. Pre-tax operating earnings for the quarter ended December 31, 2005 were $3.3 million which was approximately 3 times that of the comparable quarter in 2004.
Commenting on the quarter and year, Hilton H. Howell, Jr., president and chief executive officer, stated, “The fourth quarter write down of the value of our holdings in General Motors, General Motors Acceptance Corp. and Ford Motor Credit was not only significant but disappointing. We believe that ultimately some portion of these holdings, particularly those of General Motors Acceptance Corp. will rebound in value. Nevertheless, our fundamental business operations improved significantly in the fourth quarter of 2005 from prior periods and reflect the hard work of many people in resolving issues, primarily in our regional property casualty operations. Additionally, the first two months of 2006 are off to a promising beginning and we look forward to improved results in future periods.”
Atlantic American is an insurance holding company involved through its subsidiary companies in specialty markets of the life, health, property and casualty insurance industries. Its principal subsidiaries include American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company, Georgia Casualty & Surety Company, Association Risk Management General Agency, Association Casualty Insurance Company and Self-Insurance Administrators, Inc.
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 has filed with the Securities and Exchange Commission.
For further information contact:
John G. Sample, Jr.
Senior Vice President and Chief Financial Officer
Atlantic American Corporation
(404) 266-5501
Atlantic American Corporation
Financial Data
As of December 31, 2005
| Three months ended Dec. 31, |
Year ended Dec. 31, |
||||||
| (Unaudited; In thousands, except per share data) | 2005 |
2004 |
2005 |
2004 |
|||
| Insurance premiums | $ 42,565 | $ 42,318 | $ 177,593 | $ 170,860 | |||
| Investment income | 4,445 | 4,002 | 16,685 | 15,860 | |||
| Realized investment gains (losses), net | (10,675) | (242) | (10,456) | 2,199 | |||
| Other income | 502 |
557 |
1,263 |
1,183 |
|||
| Total revenue | 36,837 |
46,635 |
185,085 |
190,102 |
|||
| Insurance benefits and losses incurred | 24,566 | 28,240 | 115,676 | 113,077 | |||
| Commissions and underwriting expenses | 15,174 | 13,453 | 58,376 | 56,089 | |||
| Interest expense | 1,003 | 740 | 3,611 | 3,071 | |||
| Other | 3,456 |
3,284 |
14,887 |
13,544 |
|||
| Total benefits and expenses | 44,199 |
45,717 |
192,550 |
185,781 |
|||
| Income (loss) before income taxes | (7,362) | 918 | (7,465) | 4,321 | |||
| Income tax expense (benefit) | (3,215) |
354 |
(4,290) |
(696) |
|||
| Net income (loss) | $ (4,147) |
$ 564 |
$ (3,175) |
$ 5,017 |
|||
| Net income (loss) per common share: | |||||||
| Basic | $ (0.21) |
$ 0.01 |
$ (0.21)
|
$ 0.18
|
|||
| Diluted | $ (0.21) |
$ 0.01 |
$ (0.21)
|
$ 0.18
|
|||
| Selected Balance Sheet Data |
December 31, 2005 |
December 31, 2004 |
||
| Total investments | $ 276,968 | $ 279,035 | ||
| Total assets | 460,417 | 470,511 | ||
| Insurance reserves and policy funds | 286,351 | 292,287 | ||
| Debt | 51,488 | 53,238 | ||
| Total shareholders' equity | 80,453 | 88,960 | ||
| Book value per common share | 3.14 | 3.56 | ||