ATLANTIC AMERICAN CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the Fiscal Year Ended December 31, 2005 |
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or |
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o
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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)
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Georgia
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58-1027114 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. employer
identification no.) |
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4370 Peachtree Road, N.E., |
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Atlanta, Georgia
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30319 |
(Address of principal executive offices)
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(Zip code) |
(Registrants telephone number, including area code)
(404) 266-5500
Securities registered pursuant to section 12(b) of the
Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $1.00 par value
(Title of class)
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 þ
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 þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of
this 10-K or any
amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a
non-accelerated filer.
See definition of accelerated filer and large accelerated
filer in
Rule 12b-2 of the
Exchange Act. (Check one):
Large Accelerated
Filer o Accelerated
Filer o Non-Accelerated
Filer þ
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of the
Exchange
Act). Yes o No þ
The aggregate market value of voting and nonvoting common stock
held by non-affiliates of the registrant as of June 30,
2005, the last business day of the registrants most
recently completed second fiscal quarter, was $16,226,004. On
March 17, 2006 there were 21,394,735 shares of the
registrants common stock, par value $1.00 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the registrants Proxy Statement for
the Annual Meeting of Shareholders, to be held on May 2,
2006, have been incorporated by reference in
Items 10, 11, 12, 13 and 14 of Part III of this
Form 10-K.
TABLE OF CONTENTS
1
PART I
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 of the life,
health, property and casualty insurance industries. Atlantic
Americans principal subsidiaries are American Southern
Insurance Company and American Safety Insurance Company
(collectively known as American Southern),
Association Casualty Insurance Company and Association Risk
Management General Agency, Inc. (collectively known as
Association Casualty), Georgia Casualty &
Surety Company (Georgia Casualty) and Bankers
Fidelity Life Insurance Company (Bankers Fidelity).
Each operating company is managed separately based upon the
geographic location or the type of products offered; although
management is conforming information systems, policies and
procedures, products, marketing and other functions between
Association Casualty and Georgia Casualty to create a southern
regional property and casualty operation and
increase efficiencies. The Parent has no significant business
operations of its own and relies on fees, dividends and other
distributions from its insurance companies as the principal
source of cash flow to meet its obligations. Additional
information regarding the cash flow and liquidity needs of the
Parent may be found in the Liquidity and Capital Resources
section of Managements Discussion and Analysis of
Financial Condition and Results of Operations.
The Companys strategy is to focus on well-defined
geographic, demographic and/or product niches within the
insurance market place. Each of the Companys subsidiaries
operate with relative autonomy, which allows for quick reaction
to market opportunities. In addition, the Company seeks to
develop and expand cross-selling opportunities and other
synergies among its subsidiaries as they arise.
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Property and Casualty Operations |
The Companys property and casualty operations are composed
of three distinct entities, American Southern, Association
Casualty and Georgia Casualty. The primary products offered by
the Companys property and casualty operations are
described below, followed by an overview of each company.
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Workers Compensation Insurance policies
provide indemnity and medical benefits to insured workers for
injuries sustained in the course of their employment. |
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Business Automobile Insurance policies provide
bodily injury and/or property damage liability coverage,
uninsured motorists coverage and physical damage coverage to
commercial accounts. |
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General Liability Insurance policies cover bodily
injury and property damage liability for both premises and
completed operations exposures for general classes of business. |
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Property Insurance policies provide for payment of
losses on real and personal property caused by fire or other
multiple perils. |
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Personal Automobile Insurance policies provide
bodily injury and/or property damage liability coverage,
uninsured motorists coverage and physical damage coverage to
individuals. |
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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. American Southern provides tailored
fleet automobile and long-haul physical damage 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 such that individual class experience generally can
be determined, which allows for customized policy terms and
rates. American Southern
2
produces business in 27 states in the Southeast and Midwest
in which it is licensed to conduct business. While the majority
of American Southerns premiums are derived from auto
liability and auto physical damage, American Southern also
offers both property and general liability coverage.
Additionally, American Southern directly provides surety bond
coverage for school bus transportation and subdivision
construction, as well as performance and payment bonds. In
recent years, American Southern has increased its premium
writings in the general liability, primarily artisan and small
contractors, and surety lines of business and expects such
trends to continue.
The following table summarizes, for the periods indicated, the
allocation of American Southerns net earned premiums for
each of its principal product lines:
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Year Ended December 31, | |
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2005 | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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(In thousands) | |
Automobile liability
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$ |
16,723 |
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$ |
18,944 |
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$ |
17,947 |
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$ |
22,748 |
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$ |
23,677 |
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Automobile physical damage
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11,002 |
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11,187 |
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9,451 |
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9,829 |
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8,732 |
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General liability
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11,767 |
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10,102 |
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5,777 |
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3,647 |
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3,161 |
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Property
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3,692 |
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3,862 |
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3,819 |
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3,627 |
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3,386 |
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Surety
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8,263 |
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3,967 |
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364 |
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63 |
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67 |
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Total
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$ |
51,447 |
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$ |
48,062 |
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$ |
37,358 |
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$ |
39,914 |
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$ |
39,023 |
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Georgia Casualty. Georgia Casualty is a property-casualty
insurance company providing workers compensation,
commercial property, general liability, commercial automobile,
umbrella, inland marine and mechanical breakdown coverage to
businesses throughout the Southeastern United States. Georgia
Casualtys primary marketing focus is on accounts with low
to moderate hazard grades, ranging from $20,000 to $250,000 in
written premiums. In addition to the wide range of commercial
products available, Georgia Casualty offers customized extension
endorsements for various classes of business, including, but not
limited to, light manufacturing, restaurants, golf clubs and
artisan contractors. These products, along with risk management
and claims services, are offered through a network of
independent agents. Georgia Casualty is licensed to do business
in thirteen states. Its principal marketing territories include
Florida, Georgia, Kentucky, Mississippi, North Carolina, South
Carolina and Tennessee.
The following table summarizes, for the periods indicated, the
allocation of Georgia Casualtys net earned premiums for
each of its principal product lines:
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Year Ended December 31, | |
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2005 | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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(In thousands) | |
Workers compensation
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$ |
12,909 |
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$ |
11,608 |
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$ |
11,071 |
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$ |
10,592 |
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$ |
10,744 |
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Business automobile
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11,026 |
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9,470 |
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8,767 |
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7,388 |
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5,412 |
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General liability
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434 |
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351 |
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2,272 |
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1,761 |
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2,610 |
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Property
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14,901 |
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13,246 |
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12,209 |
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10,003 |
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6,813 |
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Total
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$ |
39,270 |
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$ |
34,675 |
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$ |
34,319 |
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$ |
29,744 |
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$ |
25,579 |
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Association Casualty. Association Casualty is a
property-casualty insurance company that offers workers
compensation, commercial property, commercial automobile,
general liability, umbrella and inland marine coverages
throughout Texas and surrounding states. Association Casualty
has adopted a strategy consistent with that of Georgia Casualty
and is focused on small to middle market accounts with low to
moderate hazard grades, ranging from $15,000 to $250,000 in
written premiums. In addition to a wide range of products,
customized extension endorsements are also offered to various
classes of business, including restaurants, light manufacturing
and country clubs. These particular products are coupled with
specialized loss control and claims services and are offered
through a network of independent agents. Association Casualty is
licensed to do business in nine states.
3
The following table summarizes, for the periods indicated, the
allocation of Association Casualtys net earned premiums
for each of its principal product lines.
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Year Ended December 31, | |
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2005 | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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(In thousands) | |
Workers compensation
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$ |
9,613 |
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$ |
11,357 |
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$ |
13,196 |
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$ |
18,950 |
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$ |
22,784 |
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Business automobile
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4,265 |
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4,119 |
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2,307 |
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1,811 |
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671 |
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General liability
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350 |
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558 |
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385 |
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221 |
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117 |
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Property
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6,744 |
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6,647 |
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4,464 |
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3,080 |
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1,001 |
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Group accident and health
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182 |
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1,138 |
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Total
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$ |
20,972 |
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$ |
22,681 |
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$ |
20,352 |
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$ |
24,244 |
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$ |
25,711 |
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Life and Health Operations |
Bankers Fidelity. Bankers Fidelity constitutes 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, cancer, and other
supplemental health insurance products. Health business,
primarily Medicare supplement, accounted for 82.4% of Bankers
Fidelitys net earned premiums in 2005. Life insurance,
including both whole and term life insurance policies, accounted
for 17.6% of Bankers Fidelitys premiums in 2005. In terms
of the number of policies written in 2005, 29% were life
insurance policies and 71% were health policies.
The following table summarizes, for the periods indicated, the
allocation of Bankers Fidelitys net earned premiums for
each of its principal product lines followed by a brief
description of the principal products:
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Year Ended December 31, | |
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2005 | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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(In thousands) | |
Life insurance
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$ |
11,600 |
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$ |
12,934 |
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$ |
13,541 |
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$ |
15,421 |
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$ |
14,096 |
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Medicare supplement
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51,414 |
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49,575 |
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46,190 |
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42,298 |
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38,268 |
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Cancer, accident and other health
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2,890 |
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2,933 |
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2,952 |
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2,878 |
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2,912 |
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Total health
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54,304 |
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52,508 |
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49,142 |
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45,176 |
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41,180 |
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Total
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$ |
65,904 |
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$ |
65,442 |
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$ |
62,683 |
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$ |
60,597 |
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$ |
55,276 |
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Life Insurance products include non-participating
individual term and whole life insurance policies with a variety
of riders and options.
Medicare Supplement Insurance includes 7 of the 10
standardized Medicare supplement policies created under the
Omnibus Budget Reconciliation Act of 1990 (OBRA
1990), which are designed to provide insurance coverage
for certain expenses not covered by the Medicare program,
including copayments and deductibles.
Cancer, Accident & Other Health Insurance
coverages include several policies providing for payment of
benefits in connection with the treatment of diagnosed cancer,
as well as a number of other policies including short-term care,
accident expense, hospital/surgical and disability.
Marketing
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Property and Casualty Operations |
American Southern. A portion of American Southerns
business is marketed through a small number of specialized,
experienced independent agents. Most of American Southerns
agents are paid a moderate
4
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 business
generated. American Southern also solicits business from
governmental entities. As an experienced writer 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 retain such business at contract renewal. During
1998, American Southern formed American Auto Club Insurance
Agency, LLC in a 50/50 joint venture with AAA Carolinas to
market personal automobile insurance to the members of the
automobile club. This program produced gross written premiums of
approximately $8.6 million during 2005. Effective
October 1, 2005, this joint venture was terminated due to
unfavorable underwriting results.
Association Casualty. Association Casualty is represented
by a field force of 65 independent agencies with 85 locations in
Texas for the sale and distribution of its insurance products.
Each agency is a party to a standard agency contract that sets
forth the commission structure and other terms and can be
terminated by either party. Association Casualty also offers a
contingent profit sharing arrangement that allows agents to earn
additional commissions when specific loss experience and premium
growth goals are achieved. Marketing efforts are handled by an
experienced staff of insurance professionals, and complemented
by the assistance of Association Casualtys underwriting,
loss control and claims staffs.
Georgia Casualty. Georgia Casualty is represented by a
field force of 56 independent agencies with 87 locations in
eight states for the sale and distribution of its insurance
products. Each agency is a party to a standard agency contract
that sets forth the commission structure and other terms and can
be terminated by either party. Georgia Casualty also offers a
contingent profit-sharing arrangement that allows agents to earn
additional commissions when specific loss experience and premium
growth goals are achieved. Marketing efforts, directed by
experienced marketing professionals, are complemented by the
underwriting, risk management, and audit staffs of Georgia
Casualty, who are available to assist agents in the presentation
of all insurance products and services to their insureds.
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Life and Health Operations |
Bankers Fidelity. Bankers Fidelity markets its policies
through commissioned, independent agents. In general, Bankers
Fidelity enters contractual arrangements with various general
agents, responsible for marketing and other activities, who
also, in turn, contract with independent agents. The standard
agreements set forth the commission arrangements and are
terminable by either party upon thirty days written
notice. General agents receive an override commission on sales
made by agents contracted 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 on a pure commission basis.
Using independent agents also enables Bankers Fidelity to expand
or contract its sales forces at any time without incurring
significant additional expense.
Bankers Fidelity has implemented a selective agent qualification
process and had 2,049 licensed agents as of December 31,
2005. The agents concentrate their sales activities in either
the accident and health or life insurance product lines,
although the company is currently promoting greater cross
selling initiatives through property and casualty and worksite
marketing agencies. During 2005, a total of 566 agents wrote
policies on behalf of Bankers Fidelity.
Products of Bankers Fidelity compete directly with products
offered by other insurance companies, and agents may represent
several insurance companies. Bankers Fidelity, in an effort to
motivate agents to market its products, offers the following
agency services: a unique lead system, competitive products and
commission structures, efficient claims service, prompt payment
of commissions that immediately vest, simplified policy issue
procedures, periodic sales incentive programs and, in some
cases, protected sales territories determined based on specific
counties and/or zip codes.
Bankers Fidelity utilizes multiple distribution sales systems
including special markets centered around a lead generation plan
that rewards qualified agents with leads in accordance with
monthly production goals. In addition, a protected territory is
established for each qualified agent, which entitles them to all
leads produced within that territory. The territories are zip
code or county based and encompass sufficient
5
geographic territory to produce a minimum senior population of
25,000. Bankers Fidelity also recruits at a general agent level
as well as at a managing general agent level in an effort to use
more than one distribution system to lower expenses.
The Company believes these distribution systems solve an
agents most important dilemma
prospecting and allows Bankers Fidelity to build
long-term relationships with producers who view Bankers Fidelity
as their primary company. In addition, management believes that
Bankers Fidelitys product line is less sensitive to
competitor pricing and commissions because of the perceived
value of the protected territory and the lead generation plan.
In protected geographical areas, production per agent compares
favorably to unprotected areas served by the general brokerage
division.
Underwriting
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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. In contrast, Georgia Casualty and Association Casualty
internally underwrite all of their individual accounts.
During the course of the policy year, extensive use is made of
risk management representatives to assist commercial
underwriters in identifying and correcting potential loss
exposures and to pre-inspect a majority of the new underwritten
accounts. The results of each product line are reviewed on a
stand-alone basis periodically. When the results are below
expectations, management takes appropriate corrective action
which may include raising rates, reviewing underwriting
standards, reducing commissions paid to agents, altering or
declining to renew accounts at expiration, and/or terminating
agencies with an unprofitable book of business.
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Life and Health Operations |
Bankers Fidelity issues a variety of products for both life and
health, which include senior life products typically with small
face amounts of between $1,000 and $30,000 and Medicare
supplement. The majority of its products are Yes or
No applications that are underwritten on a
non-medical basis. Bankers Fidelity offers products to all age
groups; however, its primary focus is the senior market. For
life products other than the senior market, Bankers Fidelity may
require medical information such as medical examinations subject
to age and face amount based on published guidelines.
Approximately 95% of the net premiums earned for both life and
health insurance sold during 2005 were derived from insurance
written below Bankers Fidelitys medical limits. For the
senior market, Bankers Fidelity issues products primarily on an
accept-or-reject basis with face amounts up to $30,000 for
ages 45-70, $20,000 for ages 71-80 and $10,000 for
ages 81-85. Bankers Fidelity retains a maximum amount of
$50,000 with respect to any individual life policy (see
Reinsurance).
Applications for insurance are reviewed to determine the face
amount, age, and medical history. Depending upon information
obtained from the insured, the Medical Information Bureau
(M.I.B.) report, paramedical testing, and/or medical
records, special testing may be ordered. If deemed necessary,
Bankers Fidelity may use investigative services to supplement
and substantiate information. For certain limited coverages,
Bankers Fidelity has adopted simplified policy issue procedures
by which an application containing a variety of Yes/ No health
related questions is submitted. For these plans, a M.I.B. report
is ordered, however, paramedical testing and medical records are
not ordered in most cases. All applications for individuals
age 60 and above are verified by telephone interview.
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 Companys policyholder and claims services
seek to
6
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.
The Company supports a Customer Awareness Program as the basis
for its customer service philosophy. All personnel are required
to attend customer service classes. Customer service hours of
operation have been expanded in all service areas to serve
customers and agents in all domestic time zones.
|
|
|
Property and Casualty Operations |
American Southern, Association Casualty, and Georgia Casualty
control their 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. The
property and casualty companies frequently utilize independent
adjusters and appraisers 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 Fidelitys
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 Fidelitys 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 by using a Medicare clearing house.
7
Reserves
The following table sets forth information concerning the
Companys reserves for losses and claims and reserves for
loss adjustment expenses (LAE) for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Balance at January 1
|
|
$ |
167,133 |
|
|
$ |
150,092 |
|
|
$ |
148,691 |
|
Less: Reinsurance recoverables
|
|
|
(57,429 |
) |
|
|
(41,752 |
) |
|
|
(39,380 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net balance at January 1
|
|
|
109,704 |
|
|
|
108,340 |
|
|
|
109,311 |
|
|
|
|
|
|
|
|
|
|
|
Incurred related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
119,455 |
|
|
|
111,220 |
|
|
|
98,536 |
|
|
Prior years
|
|
|
(6,708 |
) |
|
|
(1,899 |
) |
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred
|
|
|
112,747 |
|
|
|
109,321 |
|
|
|
98,675 |
|
|
|
|
|
|
|
|
|
|
|
Paid related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
68,792 |
|
|
|
67,020 |
|
|
|
56,229 |
|
|
Prior years
|
|
|
38,309 |
|
|
|
41,867 |
|
|
|
43,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total paid
|
|
|
107,101 |
|
|
|
108,887 |
|
|
|
99,646 |
|
|
|
|
|
|
|
|
|
|
|
Acquired reserves(1)
|
|
|
(85 |
) |
|
|
930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance at December 31
|
|
|
115,265 |
|
|
|
109,704 |
|
|
|
108,340 |
|
Plus: Reinsurance recoverables
|
|
|
53,352 |
|
|
|
57,429 |
|
|
|
41,752 |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$ |
168,617 |
|
|
$ |
167,133 |
|
|
$ |
150,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See Note 3 of Notes to Consolidated Financial Statements. |
Reserves are set by line of business within each of the
subsidiaries and a single line of business may be written in one
or more of the subsidiaries. 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 the claim. 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 Companys long-tail lines of business
generally include workers compensation and general
liability; the short-tail lines of business generally include
property and automobile coverages.
The Companys 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 (as 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 emerge in the early
periods is generally not as reliable an indication of the
ultimate loss costs 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 analysis 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
8
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 and likely indicative of ultimate
losses. The method used to set reserves for these lines 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 will determine 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 line of business.
Workers compensation is a significant line of business for
the Company and is the one line with the longest pattern of loss
emergence. Reserve estimates for workers compensation are
particularly sensitive to assumptions about medical inflation,
which has been increasing steadily over the past few years. In
addition, changes in state legislative and regulatory
environments impact the Companys estimates. Likewise,
general liability can also have a long pattern of loss
emergence. Given the broad nature of potential general liability
coverages, investigative time periods may be extended and
coverage questions 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 Companys reserves for losses and claims
by product line at December 31, 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case | |
|
IBNR | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Workers compensation
|
|
$ |
38,441 |
|
|
$ |
17,490 |
|
|
$ |
55,931 |
|
Business automobile
|
|
|
18,850 |
|
|
|
17,307 |
|
|
|
36,157 |
|
Personal automobile/physical damage
|
|
|
4,215 |
|
|
|
1,266 |
|
|
|
5,481 |
|
General & other liability
|
|
|
7,202 |
|
|
|
10,086 |
|
|
|
17,288 |
|
Commercial multi peril
|
|
|
9,846 |
|
|
|
16,750 |
|
|
|
26,596 |
|
Other lines (including life)
|
|
|
1,937 |
|
|
|
2,461 |
|
|
|
4,398 |
|
Medicare supplement
|
|
|
260 |
|
|
|
8,432 |
|
|
|
8,692 |
|
Unallocated loss adjustment reserves
|
|
|
|
|
|
|
14,074 |
|
|
|
14,074 |
|
|
|
|
|
|
|
|
|
|
|
|
Total reserves for losses and claims
|
|
$ |
80,751 |
|
|
$ |
87,866 |
|
|
$ |
168,617 |
|
|
|
|
|
|
|
|
|
|
|
The Companys policy is to record reserves for losses and
claims in amounts which approximate actuarial best estimates.
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, 2005 review indicated that
reserves could be as much as 8.7% lower or as much as 5.4%
higher. In the
9
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 will be made in future periods. Any such
revisions could be material.
|
|
|
Property and Casualty Operations |
The Companys property and casualty operations maintain
loss reserves representing estimates of amounts necessary for
payment of losses and LAE and are not discounted. The property
and casualty operations also maintain IBNR reserves and bulk
reserves 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 qualified
actuaries. 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 of cost trends and reviews of
historical reserve results.
The property and casualty operations establish reserves for
claims based upon: (a) managements 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 claims
based on past experience, and (c) estimates of LAE. 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 the property and casualty
operations insurance lines from 1995 through 2005.
Development from acquired companies are included from the year
of acquisition. Specifically excluded from the table are the
life and health divisions 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 losses that have been incurred
but not yet reported. 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 or deficiency for
each year represents the aggregate change in such years
estimates through the end of 2005. In evaluating this
information, it should be noted that the amount of the
redundancy or deficiency 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 and/or
deficiencies may not ultimately be reflected in the
Companys 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, it is impossible to accurately
predict future redundancies or deficiencies based on the data in
the following table.
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
1999 | |
|
1998 | |
|
1997 | |
|
1996 | |
|
1995 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Reserve for losses and LAE
|
|
$ |
158,393 |
|
|
$ |
156,415 |
|
|
$ |
139,560 |
|
|
$ |
139,802 |
|
|
$ |
135,948 |
|
|
$ |
126,263 |
|
|
$ |
120,235 |
|
|
$ |
81,070 |
|
|
$ |
81,657 |
|
|
$ |
79,776 |
|
|
$ |
74,677 |
|
Cumulative paid as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
|
|
|
|
53,752 |
|
|
|
52,420 |
|
|
|
48,628 |
|
|
|
52,644 |
|
|
|
48,780 |
|
|
|
38,957 |
|
|
|
26,357 |
|
|
|
25,799 |
|
|
|
25,925 |
|
|
|
30,117 |
|
|
Two years later
|
|
|
|
|
|
|
|
|
|
|
77,924 |
|
|
|
81,083 |
|
|
|
78,654 |
|
|
|
78,496 |
|
|
|
63,496 |
|
|
|
43,749 |
|
|
|
38,756 |
|
|
|
38,330 |
|
|
|
42,581 |
|
|
Three years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,438 |
|
|
|
98,580 |
|
|
|
93,599 |
|
|
|
80,824 |
|
|
|
54,408 |
|
|
|
48,330 |
|
|
|
45,073 |
|
|
|
49,288 |
|
|
Four years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,587 |
|
|
|
106,022 |
|
|
|
90,266 |
|
|
|
61,981 |
|
|
|
54,840 |
|
|
|
50,334 |
|
|
|
53,224 |
|
|
Five years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,833 |
|
|
|
100,393 |
|
|
|
66,467 |
|
|
|
58,891 |
|
|
|
53,833 |
|
|
|
56,517 |
|
|
Six years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,658 |
|
|
|
72,925 |
|
|
|
61,600 |
|
|
|
56,534 |
|
|
|
59,398 |
|
|
Seven years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,486 |
|
|
|
65,744 |
|
|
|
59,029 |
|
|
|
61,320 |
|
|
Eight years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,042 |
|
|
|
61,671 |
|
|
|
63,570 |
|
|
Nine years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,321 |
|
|
|
66,122 |
|
|
Ten years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,310 |
|
Ultimate losses and LAE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reestimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
158,393 |
|
|
|
156,415 |
|
|
|
139,560 |
|
|
|
139,802 |
|
|
|
135,948 |
|
|
|
126,263 |
|
|
|
120,235 |
|
|
|
81,070 |
|
|
|
81,657 |
|
|
|
79,776 |
|
|
|
74,677 |
|
|
One year later
|
|
|
|
|
|
|
148,576 |
|
|
|
146,058 |
|
|
|
143,771 |
|
|
|
136,606 |
|
|
|
130,415 |
|
|
|
115,019 |
|
|
|
80,174 |
|
|
|
75,243 |
|
|
|
76,269 |
|
|
|
79,620 |
|
|
Two years later
|
|
|
|
|
|
|
|
|
|
|
144,989 |
|
|
|
149,552 |
|
|
|
143,901 |
|
|
|
136,425 |
|
|
|
117,289 |
|
|
|
81,023 |
|
|
|
73,037 |
|
|
|
70,734 |
|
|
|
76,712 |
|
|
Three years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,755 |
|
|
|
146,775 |
|
|
|
140,039 |
|
|
|
122,099 |
|
|
|
83,149 |
|
|
|
75,199 |
|
|
|
68,816 |
|
|
|
73,383 |
|
|
Four years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,618 |
|
|
|
143,400 |
|
|
|
125,006 |
|
|
|
83,033 |
|
|
|
76,758 |
|
|
|
70,932 |
|
|
|
72,944 |
|
|
Five years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,646 |
|
|
|
129,797 |
|
|
|
83,182 |
|
|
|
76,832 |
|
|
|
72,430 |
|
|
|
74,695 |
|
|
Six years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,299 |
|
|
|
86,132 |
|
|
|
76,886 |
|
|
|
72,243 |
|
|
|
76,275 |
|
|
Seven years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85,285 |
|
|
|
77,692 |
|
|
|
72,401 |
|
|
|
75,986 |
|
|
Eight years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,574 |
|
|
|
72,144 |
|
|
|
76,323 |
|
|
Nine years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,208 |
|
|
|
75,976 |
|
|
Ten years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,018 |
|
Cumulative redundancy (deficiency)
|
|
|
|
|
|
$ |
7,839 |
|
|
$ |
(5,429 |
) |
|
$ |
(8,953 |
) |
|
$ |
(11,670 |
) |
|
$ |
(16,383 |
) |
|
$ |
(8,064 |
) |
|
$ |
(4,215 |
) |
|
$ |
4,083 |
|
|
$ |
7,568 |
|
|
$ |
(1,341 |
) |
|
|
|
|
|
|
|
5.0 |
% |
|
|
-3.9 |
% |
|
|
-6.4 |
% |
|
|
-8.6 |
% |
|
|
-13.0 |
% |
|
|
-6.7 |
% |
|
|
-5.2 |
% |
|
|
5.0 |
% |
|
|
9.5 |
% |
|
|
-1.8 |
% |
Note: Because this analysis is based on reserves for unpaid
losses and claims, before consideration of reinsurance, the
total indicated redundancies and/or deficiencies may not
ultimately be reflected in the Companys net income.
11
|
|
|
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 modification to reflect actual experience (see
Note 3 of Notes to Consolidated Financial Statements).
Reinsurance
The Companys insurance subsidiaries purchase reinsurance
from unaffiliated insurers and reinsurers to reduce their
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 incurs a loss if the reinsurer
fails to meet its obligations under the reinsurance agreement.
|
|
|
Property and Casualty Operations |
American Southern. American Southerns basic
reinsurance treaties generally cover all claims in excess of
$150,000 per occurrence. Limits per occurrence within the
reinsurance treaties are as follows: Fire, inland marine and
commercial automobile $125,000 excess of $50,000
retention; all other lines vary by type of policy and generally
have retentions in excess of $100,000, up to $150,000. American
Southern maintains a property catastrophe treaty with a
$6.6 million limit excess of $400,000 retention. American
Southern also issues individual surety bonds with face amounts
generally up to $1.5 million, and limited to
$5.0 million per account, that are not subject to
reinsurance.
Association Casualty. Association Casualtys basic
reinsurance treaties cover all claims in excess of
$300,000 per occurrence. Limits per occurrence within the
reinsurance treaties and excess of the retention are as follows:
Workers compensation $20.0 million;
Property per location $15.0 million; Excess of
policy and extra contractual obligations
$20.0 million; Liability $11.0 million;
and Surety $10.0 million. Association Casualty
maintains a property catastrophe reinsurance treaty with a
$7.0 million limit excess of $500,000 retention.
Georgia Casualty. Georgia Casualtys basic
reinsurance treaties cover all claims in excess of
$300,000 per occurrence. Limits per occurrence within the
reinsurance treaties and excess of the retention are as follows:
Workers compensation $20.0 million;
Property per location $15.0 million; Excess of
policy and extra contractual obligations
$20.0 million; Liability $11.0 million;
and Surety $10.0 million. Georgia Casualty
maintains a property catastrophe reinsurance treaty with a
$7.0 million limit excess of $500,000 retention. Effective
January 1, 2005, Georgia Casualty entered into a quota
share reinsurance agreement with Association Casualty to cover
15% of the first $300,000 of occurrence losses. This agreement,
as well as a similar 2004 quota share contract, also with
Association Casualty, was commuted as of August 31, 2005.
|
|
|
Life and Health Operations |
Bankers Fidelity. 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 $50,000. At December 31, 2005, Bankers Fidelity
reinsured $33.0 million of the $277.0 million of life
insurance in force, generally under yearly renewable term
agreements. Certain prior year reinsurance agreements remain in
force although they no longer provide reinsurance for new
business.
12
Competition
Competition 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 |
American Southern. 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, have available 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 where American
Southern operates.
Association Casualty. The Texas market, historically
Association Casualtys primary market, is extremely
competitive. Association Casualtys competition comes from
carriers that are of a larger size than Association Casualty as
well as a state fund that writes monoline workers
compensation insurance. Association Casualtys strong focus
and commitment to its target markets has enabled it to forge
stronger ties with the agency networks that represent the
company. Insurance products that provide a full range of
commercial coverage, as well as customized loss control and
claims services, position the agency partners to compete
effectively within their respective geographic locations.
Association Casualty generally writes workers compensation
coverage as a part of the total insurance package. Flexible
commission agreements award the greatest commissions to those
agents that demonstrate loyalty and commitment to Association
Casualty through continued premium growth and profitability.
This further allows Association Casualty to be competitive in
the marketplace.
Georgia Casualty. Georgia Casualtys insurance
business is also extremely competitive. The competition
includes: (1) companies with higher A.M. Best ratings,
(2) alternative workers compensation markets, and
(3) self-insured funds. Georgia Casualtys efforts are
directed in the following three general categories where the
company believes it has the best opportunity to control
exposures and claims: (1) manufacturing, (2) artisan
contractors, and (3) service industries. Management
believes that Georgia Casualtys key to being competitive
in these areas is maintaining strong underwriting standards,
risk management programs, writing workers compensation
coverage as part of the total insurance package, maintaining and
expanding its loyal network of agents and development of new
agents in key territories. In addition, Georgia Casualty offers
quality customer service to its agents and insureds, and
provides rehabilitation, medical management, and claims
management services to its insureds. Georgia Casualty believes
that it will continue to be competitive in the marketplace based
on its current strategies and services.
|
|
|
Life and Health Operations |
The life and health insurance business 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 focuses
on three core products in the senior market; Medicare
supplement, small face amount life insurance and short-term
nursing home coverage. Bankers Fidelity believes that the
primary competitors in this market are Continental Life,
Standard Life & Accident, Lincoln Heritage Life, United
American, American Pioneer and Blue Cross/ Blue Shield. 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 arrangements, accessibility and
marketing assistance, lead programs, reputation, and market
expertise. Bankers Fidelity utilizes a proprietary lead
generation program to attract and retain independent agents.
Bankers Fidelity has expanded into other markets through
cross-selling strategies with the companys property and
casualty affiliations, offering turn-key marketing programs to
facilitate business through these relationships. Bankers
Fidelity continues to expand in niche markets through long-term
13
relationships with a select number of independent marketing
organizations including worksite marketing, credit union
business and association endorsements. Bankers Fidelity has a
track record of competing in its chosen markets through
long-standing relationships with independent agents and
marketing agencies by providing proprietary marketing
initiatives and outstanding service to distribution and
policyholders. Bankers Fidelity believes that it competes
effectively on the basis of policy benefits, services, and
market expertise.
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 Bests Insurance Reports, which includes
assessments and ratings of all insurance companies. A.M.
Bests ratings, which may be revised quarterly, fall into
fifteen categories ranging from A++ (Superior) to F (in
liquidation). A.M. Bests 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
currently rated A- (Excellent) by A.M. Best.
Association Casualty. Association Casualty is currently
rated A- (Excellent) by A.M. Best.
Georgia Casualty. Georgia Casualty is currently rated
B++ (Very Good) by A.M. Best.
Bankers Fidelity. Bankers Fidelity is currently rated
B++ (Very Good) by A.M. Best.
Regulation
In common with all domestic insurance companies, the
Companys 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 Companys 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
Companys 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 states 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
its 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, 2005,
securities with an amortized cost
14
of $17.9 million were on deposit either directly with
various state authorities or with third parties pursuant to
various custodial agreements on behalf of the Companys
insurance subsidiaries.
Virtually all of the states in which the Companys
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 occurrence and
amount of such assessments increased in 2004 and 2003. The
likelihood and amount of any future assessments cannot be
estimated until an insolvency has occurred. For 2005, 2004, and
2003, the amounts expensed by the Company for such assessments
was $0.1 million, $0.6 million, and $0.5 million,
respectively.
Workers compensation insurance carriers authorized to
transact business in certain states are required to participate
in second injury trust funds of those states. A second injury
trust fund is a state-mandated monetary reserve designed to
remove financial disincentives from employment of individuals
with disabilities. Without a second injury trust fund, the
employer or insurer might be required to absorb full indemnity
and/or medical and rehabilitation costs if a worker suffered
increased disability from a work-related injury because of a
pre-existing condition. Second injury trust funds are used to
reimburse indemnity and medical costs to employer/insurers on
accepted, qualified second injury cases. For 2005, 2004, and
2003, the amounts expensed by the Company in connection with
such assessments was $1.2 million, $1.1 million, and
$1.8 million, respectively.
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, 2005, Bankers Fidelity and
Association Casualty were within the NAIC usual
range for all 13 financial ratios. American Southern was outside
the usual range on two ratios: the gross change in
policyholders surplus and the net change in adjusted
policyholders surplus. The gross change in
policyholders surplus variance and the net change in
adjusted policyholders surplus variance resulted from the
significant decrease in the value of several fixed maturity
securities due primarily to changes in the credit risk
associated with these securities. Georgia Casualty was outside
the usual range on three ratios: the change in net
writings, the two year overall operating ratio variance, and the
net change in adjusted policyholders surplus. The change
in net writings ratio variance was primarily due to the decrease
in assumed premium. During the third quarter of 2005, Georgia
Casualty no longer assumed new business written by Association
Casualty. The two year overall operating ratio variance was
primarily due to hurricane related expenses in addition to
several large losses. The net change in adjusted
policyholders surplus ratio variance resulted from the
significant decrease in the value of several fixed maturity
securities due primarily to changes in the credit risk
associated with these securities.
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.
15
Authorized Control Level Risk-Based Capital
(ACL) is calculated, and if a companys
adjusted capital is 200% or lower than ACL, it is subject to
regulatory action. At December 31, 2005, all of the
Companys insurance subsidiaries exceeded the RBC
regulatory levels.
Investments
Investment income represents a significant portion of the
Companys 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 Companys investments as of the
dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Percent | |
|
Amount | |
|
Percent | |
|
Amount | |
|
Percent | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and authorities
|
|
$ |
141,572 |
|
|
|
46.5 |
% |
|
$ |
125,855 |
|
|
|
41.7 |
% |
|
$ |
121,521 |
|
|
|
39.1 |
% |
|
States, municipalities and political subdivisions
|
|
|
1,037 |
|
|
|
0.3 |
|
|
|
1,144 |
|
|
|
0.4 |
|
|
|
1,446 |
|
|
|
0.5 |
|
|
Public utilities
|
|
|
4,932 |
|
|
|
1.6 |
|
|
|
5,939 |
|
|
|
2.0 |
|
|
|
7,309 |
|
|
|
2.3 |
|
|
All other corporate bonds
|
|
|
61,040 |
|
|
|
20.1 |
|
|
|
71,327 |
|
|
|
23.6 |
|
|
|
73,868 |
|
|
|
23.8 |
|
|
Redeemable preferred stock
|
|
|
23,226 |
|
|
|
7.6 |
|
|
|
24,900 |
|
|
|
8.2 |
|
|
|
24,205 |
|
|
|
7.8 |
|
|
Certificates of deposit
|
|
|
100 |
|
|
|
0.0 |
|
|
|
300 |
|
|
|
0.1 |
|
|
|
1,100 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities(1)
|
|
|
231,907 |
|
|
|
76.1 |
|
|
|
229,465 |
|
|
|
76.0 |
|
|
|
229,449 |
|
|
|
73.8 |
|
Common and non-redeemable preferred stocks(2)
|
|
|
36,108 |
|
|
|
11.9 |
|
|
|
38,407 |
|
|
|
12.7 |
|
|
|
44,000 |
|
|
|
14.2 |
|
Mortgage, policy and student loans(3)
|
|
|
4,017 |
|
|
|
1.3 |
|
|
|
5,318 |
|
|
|
1.8 |
|
|
|
5,564 |
|
|
|
1.8 |
|
Other invested assets(4)
|
|
|
3,660 |
|
|
|
1.2 |
|
|
|
4,569 |
|
|
|
1.5 |
|
|
|
4,639 |
|
|
|
1.5 |
|
Real estate
|
|
|
38 |
|
|
|
|
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in unconsolidated trusts
|
|
|
1,238 |
|
|
|
0.4 |
|
|
|
1,238 |
|
|
|
0.4 |
|
|
|
1,238 |
|
|
|
0.4 |
|
Short-term investments(5)
|
|
|
27,726 |
|
|
|
9.1 |
|
|
|
23,073 |
|
|
|
7.6 |
|
|
|
25,819 |
|
|
|
8.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$ |
304,694 |
|
|
|
100.0 |
% |
|
$ |
302,108 |
|
|
|
100.0 |
% |
|
$ |
310,709 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Fixed maturities are carried on the balance sheet at estimated
fair value. Total cost of fixed maturities was
$232.6 million as of December 31, 2005,
$226.5 million as of December 31, 2004, and
$223.2 million as of December 31, 2003. |
|
(2) |
Equity securities are carried on the balance sheet at estimated
fair value. Certain non-redeemable preferred stocks do not have
quoted values, and are carried at estimated fair value as
determined by management. Total cost of equity securities was
$15.4 million as of December 31, 2005,
$14.7 million as of December 31, 2004, and
$21.7 million as of December 31, 2003. |
|
(3) |
Mortgage, policy and student loans are valued at historical cost. |
|
(4) |
Investments in other invested assets which are traded are valued
at estimated fair value and the others are accounted for using
the equity method. Total cost of other invested assets was
$3.7 million as of December 31, 2005,
$4.6 million as of December 31, 2004, and
$4.6 million as of December 31, 2003. |
|
(5) |
Short-term investments are valued at cost, which approximates
market value. |
16
Results of the investment portfolio for periods shown were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Average investments(1)
|
|
$ |
294,411 |
|
|
$ |
290,256 |
|
|
$ |
283,873 |
|
Net investment income
|
|
|
16,460 |
|
|
|
15,640 |
|
|
|
15,359 |
|
Average yield on investments
|
|
|
5.59 |
% |
|
|
5.39 |
% |
|
|
5.41 |
% |
Realized investment gains (losses), net(2)
|
|
|
(10,456 |
) |
|
|
2,199 |
|
|
|
360 |
|
|
|
(1) |
Calculated as the average of the balances at the beginning of
the year and at the end of each of the succeeding four quarters. |
|
(2) |
Includes a $10.7 million impairment charge in 2005 for
automotive sector fixed maturity investments. See Note 2 of
Notes to Consolidated Financial Statements. |
Managements investment strategy is an increased investment
in short and medium maturity bonds and common and preferred
stocks.
Employees
The Company and its subsidiaries employed 275 people at
December 31, 2005.
Financial Information By Industry Segment
The Companys primary insurance subsidiaries operate with
relative autonomy and each company is evaluated based on its
individual performance. American Southern, Association Casualty,
and Georgia Casualty operate 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. (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 SECs Public Reference Room at 450 Fifth Street,
NW, 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 Atlantic
American that file electronically with the SEC. The address of
the SECs 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 www.atlam.com.
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
March 1, 2006, his name, age, positions with the Company
and business experience for the past five years, as well as any
prior service with the Company (based upon information supplied
by each of them).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director or | |
Name |
|
Age | |
|
Position with the Company |
|
Officer Since | |
|
|
| |
|
|
|
| |
J. Mack Robinson
|
|
|
82 |
|
|
Chairman of the Board |
|
|
1974 |
|
Hilton H. Howell, Jr.
|
|
|
43 |
|
|
Director, President & CEO |
|
|
1992 |
|
John G. Sample, Jr.
|
|
|
49 |
|
|
Senior Vice President & CFO |
|
|
2002 |
|
Officers are elected annually and serve at the discretion of the
Board of Directors.
17
Mr. Robinson has served as a Director and Chairman
of the Board since 1974 and served as President and Chief
Executive Officer of the Company from September 1988 to May
1995. In addition, Mr. Robinson is a director of Triple
Crown Media, Inc. and Gray Television, Inc.
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. Mr. Howell is the
son-in-law of
Mr. Robinson. He is also a director of Triple Crown Media,
Inc. and Gray Television, Inc.
Mr. Sample has served as Senior Vice President and
Chief Financial Officer of the Company since July 2002. He also
serves in the following capacities at subsidiaries of the
Company: Director of Georgia Casualty, Director of Association
Casualty, and Director of Bankers Fidelity. Prior to joining the
Company in July 2002, he was a partner of Arthur Andersen LLP
since 1990. He is also a director of
1st Franklin
Financial Corporation.
Forward-Looking Statements
Certain of the statements contained herein are forward-looking
statements. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 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 Companys control and have
been made based upon managements 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 managements
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 outcome of various factors. These factors
include, among others, those discussed in the Risk
Factors section which follows and: 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 Companys 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, including the
possibility that the Terrorism Risk Insurance Act of 2002 is not
ultimately extended; the potential effect of regulatory
developments, including those which could increase the
Companys business costs and required capital levels; the
possibility of general economic and business conditions that are
less favorable than anticipated; the Companys 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 second-injury trust funds and
other mandatory pooling arrangements. Many of such factors are
beyond the Companys ability to control or predict. As a
result, the Companys actual financial condition, results
of operations and stock price 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.
There are numerous factors, many beyond our control, which could
have a significant or material adverse effect on our business,
financial condition, operating results or liquidity. Any factor
discussed below or elsewhere in this report could by itself or,
together with one or more factors, cause results to
18
differ significantly from our expectations. Further, there may
be significant additional risks which management has not
considered which could have a significant or material adverse
effect on the business, financial condition, operating results
or liquidity of the Company.
|
|
|
We operate in a highly competitive environment. |
The life and health and property and casualty insurance
businesses are highly competitive. We compete with large
national insurance companies, locally-based specialty carriers
and alternative risk transfer entities whose activities are
directed to limited markets. Competitors include companies that
have substantially greater resources than we do, as well as
mutual companies and similar companies not owned by
shareholders. Competition 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. Increased competition could adversely
affect our ability to attract and retain business at current
premium levels and reduce the profits that would otherwise arise
from operations.
|
|
|
We operate in a highly regulated environment. |
Our insurance businesses are subject to extensive regulations by
state insurance authorities in each state in which they operate.
Regulation is intended for the benefit of the policyholders
rather than shareholders. In addition to limiting the amount of
dividend and other payments that can be made to our holding
company by our insurance subsidiaries, regulatory authorities
have broad administrative and supervisory authority relating to:
licensing requirements, trade practices, capital and surplus
requirements, investment practices and rates charged to our
customers. Regulatory authorities may also impose conditions on
terms of business or rate increases that we may desire to
enhance our operating results. In addition, we may incur
significant costs in complying with regulatory requests,
initiatives and/or requirements. Regulatory authorities
generally also regulate insurance holding companies in a variety
of matters such as acquisitions, changes of control and terms of
affiliated transactions.
|
|
|
Our revenues may fluctuate with insurance market
conditions for similar products. |
We derive a significant portion of our insurance premium revenue
from Medicare supplement and moderately-sized commercial
property and casualty insurance policies. While we have in the
recent past been successful in achieving premium increases which
help improve our operating results, we believe that competition
from alternative government sponsored products and pricing
decisions from larger insurers will, at least in the short term,
result in more moderate pricing increases, if not decreases in
certain situations. Should our competitors become less
disciplined in their pricing, or more permissive in their terms,
we may lose customers who base their purchasing decisions
primarily on price because our policy is to price coverage
commensurate with the underlying risk. We cannot predict
whether, when or how market conditions will change, or the
manner in which, or the extent to which any such changes may
adversely impact the results of our operations.
|
|
|
Our revenues and profitability may fluctuate with interest
rates and investment results. |
We generally rely on the positive performance of our investment
portfolio to offset insurance losses and to contribute to our
profitability. As our investment portfolio is primarily
comprised of interest-earning assets, prevailing economic
conditions, particularly changes in market interest rates, may
significantly affect our operating results. Changes in interest
rates also can affect the value of our interest-earning assets,
which are principally comprised of fixed rate investment
securities. Generally, the values of fixed-rate investment
securities fluctuate inversely with changes in interest rates.
Interest rate fluctuations could adversely affect our
shareholders equity, income and/or cash flows. Further, to
the extent fixed rate investment securities consist of
investments in other than government or government agency
securities, changing credit risk profiles may significantly
affect our operating results. The Company generally carries
investment securities at fair value; however, if the value of an
investment security declines below its cost or amortized cost,
and the decline is considered to be other than temporary, a
realized loss is recorded to
19
reduce the carrying value of the investment to its estimated
fair value. Realized losses are reflected as a reduction in
investment results and revenues and could adversely impact our
results of operations.
|
|
|
Our operating results may be affected if incurred losses
differ from our loss reserve estimates. |
Varying periods of time often elapse between the occurrence of
an insured loss, the reporting of the loss by the insured and
the ultimate settlement of that loss. The financial statement
recognition of unpaid incurred losses is made through a
provision for incurred losses with corresponding loss reserves
established. The loss reserves represent the estimate of amounts
needed to pay incurred losses and related loss adjustment
expense as of the balance sheet date. The process of estimating
loss reserves is a complex undertaking and involves significant
variables and judgments. Consideration is given to numerous
factors including, but not limited to: historical data; trends
in claim frequency and severity; changes in operations; emerging
economic, social, regulatory and legal trends and inflation.
Further, estimating loss reserves assumes that past experience,
adjusted for the effect of current developments and anticipated
trends, is an appropriate, but not always necessarily accurate,
basis for predicting future settlements. There is no precise
method for evaluating the impact of any specific factor on the
adequacy of loss reserves, and ultimate settlements will differ
from initial and regularly updated estimates. To the extent loss
reserves prove to be inadequate in the future, increases in loss
reserves would be necessitated with a corresponding charge to
earnings in the period the reserves are increased, which could
have a material adverse impact on our financial condition and
results of operations.
|
|
|
Rapidly changing benefit costs could have a material
impact on our operations. |
A significant portion of the Companys insurance policies
provide coverage for some portion of medical benefits and/or
repair/replacement of damaged property such as buildings and
automobiles. Historical inflationary increases in those costs
are considered when developing premium rates; however, on
occasion, future cost increases exceed those initially
estimated. In the medical field, scientific breakthroughs and/or
new technology can result in unanticipated increasing medical
costs. In property repair/replacement, a significant
geographically concentrated demand for labor and supplies,
particularly as a result of catastrophic disasters, may result
in significantly increased costs. Rapidly changing costs of
settling claims in excess of those originally anticipated, due
to scientific breakthrough, new technology and/or catastrophic
events could have a material adverse impact on our results of
operations.
|
|
|
If market conditions cause reinsurance to be more costly
or unavailable, we may be required to assume increased risk or
reduce the level of our underwriting commitments. |
As part of our enterprise risk management strategy, we purchase
reinsurance for significant amounts of risk underwritten by our
insurance company subsidiaries. Market conditions beyond our
control determine the availability and cost of the reinsurance,
which may affect the level of our business and profitability. We
may be unable to maintain current reinsurance coverage or to
obtain other reinsurance coverage in adequate amounts and at
comparable rates in the future. If we are unable to renew our
expiring coverage or to obtain new reinsurance coverage, either
our net exposure to risk would increase, or if we were unwilling
to assume additional risk, we would have to reduce the amount of
our underwritten risk.
|
|
|
We cannot guarantee that our reinsurers will pay in a
timely fashion, if at all, and, as a result, we could experience
losses. |
We transfer some of our risks to reinsurance companies in
exchange for part of the premium we receive in connection with
the risk. Although reinsurance makes the reinsurer liable to us
to the extent the risk is transferred, it does not relieve us of
our liability to our policyholders. If reinsurers fail to pay us
or fail to pay on a timely basis, our financial results would be
adversely affected.
20
|
|
|
The guaranty fund assessments that we are required to pay
to state guaranty associations may increase and results of
operations and financial condition could suffer as a
result. |
A majority of the states in which we operate have separate
insurance guaranty fund laws which require certain admitted
insurance companies doing business within their respective
jurisdictions to be a member of their guaranty associations.
These associations are organized to pay covered claims, as
defined, under insurance policies issued by insolvent insurance
companies. Most guaranty association laws enable the
associations to make assessments against member insurers to
obtain funds to pay covered claims after a member insurer
becomes insolvent. These associations levy assessments, up to
prescribed limits, on all member insurers in a particular state
on the basis of the proportionate share of the premiums written
by member insurers in the covered lines of business in that
state. Maximum assessments permitted by law in any one year are
generally subject to 4% of annual premiums written by a member
in that state. Some states permit member insurers to recover
assessments paid through surcharges on policyholders or through
full or partial premium tax offsets, while other states permit
recovery of assessments through the rate filing process. Our
policy is to accrue an estimated annual assessment based on the
most recent prior years experience. There is a significant
degree of uncertainty in estimating the liabilities relating to
an insolvent insurer due to inadequate financial data with
respect to the estate of the insolvent company as supplied by
the guaranty funds.
|
|
|
The unpredictability of court decisions could have a
material impact on our operations. |
From time to time we are party to legal proceedings that may
arise from disputes over our insurance coverage. The financial
position of our insurance subsidiaries may be affected by court
decisions that expand insurance coverage beyond the intention of
the insurer at the time it originally issued an insurance
policy. In addition, a significant jury award, or series of
awards, against one or more of our insureds could require us to
pay large sums of money in excess of our reserve amounts.
|
|
|
The passage of tort reform or other legislation, and the
subsequent review of such laws by the courts, could have a
material impact on our operations. |
Tort reforms generally restrict the ability of a plaintiff to
recover damages by, among other limitations, eliminating certain
claims that may be heard in a court, limiting the amount or
types of damages, changing statutes of limitations or the period
of time to make a claim, and limited venue or court selection. A
number of states in which we do business have enacted, or are
considering, tort reform legislation. Proposed federal tort
reform legislation has failed to win Congressional approval to
date. While the effects of tort reform would appear to be
beneficial to our business generally, there can be no assurance
that such reforms will be effective or ultimately upheld by the
courts in the various states. Further, if tort reforms are
effective, it could effectively increase the level of
competition for us in the markets in which we compete. In
addition, there can be no assurance that the benefits of tort
reform will not be accompanied by legislation or regulatory
actions that may be detrimental to our business. Furthermore,
insurance regulators might require premium rate limitations and
expanded coverage requirements as well as other requirements in
anticipation of the expected benefits of tort reform which may
or may not be actually realized.
|
|
|
The geographic concentration of our regional property and
casualty operations ties our performance to the economic,
regulatory and demographic conditions of the southern United
States. |
Our revenues and profitability are subject to prevailing
economic, regulatory, demographic and other conditions in the
states in which we write insurance. While our life and health
subsidiary writes insurance in numerous and diverse states, our
regional property and casualty subsidiaries write business in
the southern United States, which include New Mexico, Oklahoma,
Texas, Arkansas, Tennessee, Mississippi, Georgia, Florida, and
North and South Carolina (the Southern States.)
While we have limited exposures in the states of Louisiana and
Alabama, the Company does not actively solicit business in those
states. Further, even though the regional property and casualty
subsidiaries write business in these ten Southern States, there
is a concentration of business in the three states of Georgia,
Mississippi and Texas,
21
which have potential coastal exposures. The Companys
coastal underwriting guidelines have been significantly revised
in the past two years, thereby reducing the Companys
future exposure. While there can be no assurances with respect
to reduced losses as a result of future storms or natural
catastrophes, the concentration of business in these Southern
States does limit the opportunity for risk diversification and
exposes the Company to events which could result in a material
adverse effect.
|
|
|
Catastrophic events could have a material adverse effect
on our business, consolidated operating results, financial
condition and/or liquidity. |
The Companys primary objective in managing risk is to
obtain diversification in the types and locations of business
written. In the property and casualty operations, modeling is
performed to evaluate the probable maximum loss that
may result from natural catastrophic events. There are however,
catastrophic events which may occur, the effects of which cannot
be reasonably estimated. In various Asian and European countries
there are confirmed cases of H5N1 Avian Influenza in birds.
Individuals, primarily in Asia, have contracted the H5N1 Avian
Influenza and although there are no cases which have been
reported in the United States, should such influenza reach the
United States and begin spreading via human transmission, the
impact on our life and health subsidiary is undeterminable.
Further, in the past two years, our property and casualty
operations have sustained losses from eight named
hurricanes. Not only have the hurricanes been costly due to the
direct losses incurred by the Companys insureds, but the
Company has also been subject to significant assessments from
various state wind storm facilities. Wind storm assessments from
the states of Texas, Louisiana, Mississippi, Alabama and Florida
during 2005 totaled approximately $1.9 million, of which
$1.8 million was absorbed by reinsurance. However, should
catastrophic wind storms continue, the direct losses resultant
therefrom, coupled with state wind storm assessments, could
result in losses ultimately exceeding the Companys
reinsurance limits. Additionally, the Company does not insure
high-profile individuals and/or locations and
believes the risk of loss from future catastrophic terrorist
activities is remote. Each of these or other catastrophic
events, individually and/or collectively could ultimately
however have a material adverse effect on our business,
consolidated operating results, financial condition and/or
liquidity.
|
|
|
If we are unable to maintain favorable financial strength
ratings, it may be more difficult for us to write new business
or renew our existing business. |
Our principal operating subsidiaries hold favorable financial
strength ratings from A.M. Best, an independent insurance rating
agency. Financial strength ratings are used by our agents and
customers as an important means of assessing the financial
strength and quality of various insurers. If our financial
position, or that of any of our individual subsidiaries, were to
deteriorate, we may not maintain our existing financial strength
ratings from the rating agency. A downgrade or withdrawal of any
such rating could limit or prevent us from writing and/or
renewing desirable business.
|
|
|
Our business could be adversely affected by the loss of
independent agents. |
We depend in part on the services of independent agents and
brokers in the marketing of our insurance products. We face
competition from other insurance companies for the services and
allegiance of independent agents and brokers. These agents and
brokers may choose to direct business to competing insurance
companies or may direct less desirable risks to us.
|
|
|
Our business could be adversely affected by the loss of
one or more key employees. |
We are heavily dependent upon our senior management and the loss
of services of any of our senior executives could adversely
affect our business. Our success has been, and will continue to
be, dependent on our ability to retain the services of existing
key employees and to attract and retain additional qualified
personnel in the future. The loss of the services of key
employees or senior management, or the inability to identify,
hire and retain other highly qualified personnel in the future,
could adversely affect the quality and profitability of our
business operations.
22
|
|
|
We are a holding company and are dependent on dividends
and other payments from our operating subsidiaries, which are
subject to dividend restrictions. |
We are a holding company whose principal source of funds is cash
dividends and other permitted payments from operating
subsidiaries. If our subsidiaries are unable to make payments to
us, or are able to pay only limited amounts, we may be unable to
make payments on our indebtedness. The payment of dividends by
these operating subsidiaries is subject to restrictions set
forth in the insurance laws and regulations of their respective
states of domicile.
|
|
|
A majority of our common stock is held directly and
indirectly by one family. |
The Chairman of the Board of Directors of our Company and his
family, directly and indirectly, own slightly less than 2/3 of
the outstanding common stock of the Company. Accordingly, on
significantly all matters requiring a majority or greater
shareholder vote, our Chairman and his family can effectively
control the vote. Such ownership effectively precludes any other
shareholder from acquiring any number of shares in an attempt to
exercise any degree of control over the Company. Further, as a
result of the significant ownership, the level of float of the
Companys stock on the NASDAQ market is minimal.
|
|
Item 1B. |
Unresolved Staff Comments |
None.
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 leases which expire at various times
through May 31, 2012. Under the current terms of the
leases, the Company occupies approximately 65,489 square
feet of office space. Delta Life Insurance Company, the owner of
the building, is controlled by J. Mack Robinson, Chairman of the
Board of Directors and the largest shareholder of the Company.
The terms of the leases 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
January 31, 2010. Under the terms of the lease, American
Southern occupies approximately 17,014 square feet.
Association Casualty leases space for its office in a building
located in Austin, Texas. The lease term expires April 30,
2011. Under the terms of the lease, Association Casualty
occupies 15,777 square feet.
Self Insurance Administrators, Inc. (SIA), a
non-insurance subsidiary of the Company, leases space for its
office in a building located in Duluth, Georgia. The lease term
expires March 31, 2008. Under the terms of the lease, SIA
occupies 2,266 square feet.
|
|
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. Subject to the uncertainties
inherent in litigation, management expects 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 not be material to the
Companys consolidated financial condition, although the
results of such litigation could be material to the consolidated
results of operations for any given period.
|
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
There were no matters submitted to a vote of the Companys
shareholders during the quarter ended December 31, 2005.
23
PART II
|
|
Item 5. |
Market for Registrants Common Equity, Related
Shareholder Matters and Issuer Purchases of Equity
Securities |
The Companys common stock is quoted on the Nasdaq National
Market (Symbol: AAME). As of March 17, 2006, there were
4,650 shareholders of record. The following table sets
forth for the periods indicated the high and low sale prices of
the Companys common stock as reported on the Nasdaq
National Market.
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
High | |
|
Low | |
|
|
| |
|
| |
2005
|
|
|
|
|
|
|
|
|
|
1st quarter
|
|
$ |
3.27 |
|
|
$ |
2.95 |
|
|
2nd quarter
|
|
|
3.15 |
|
|
|
2.80 |
|
|
3rd quarter
|
|
|
3.06 |
|
|
|
2.50 |
|
|
4th quarter
|
|
|
3.00 |
|
|
|
2.50 |
|
2004
|
|
|
|
|
|
|
|
|
|
1st quarter
|
|
$ |
3.62 |
|
|
$ |
2.80 |
|
|
2nd quarter
|
|
|
3.15 |
|
|
|
2.35 |
|
|
3rd quarter
|
|
|
3.18 |
|
|
|
2.61 |
|
|
4th quarter
|
|
|
3.18 |
|
|
|
2.87 |
|
The Company has not paid dividends to its common shareholders
since the fourth quarter of 1988. The Company has elected to
retain its earnings to grow its business and does not anticipate
paying cash dividends on its common stock in the foreseeable
future. Payment of dividends in the future will be at the
discretion of the Companys Board of Directors and will
depend upon the financial condition, capital requirements, and
earnings of the Company as well as other factors as the Board of
Directors may deem relevant. The Companys primary sources
of cash for the payment of dividends are dividends from its
subsidiaries. Under the insurance codes of the state of
jurisdiction under which each insurance subsidiary operates,
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,
2005, Georgia Casualty had $22.9 million of statutory
surplus, American Southern had $31.0 million of statutory
surplus, Association Casualty had $19.3 million of
statutory surplus, and Bankers Fidelity Life had
$33.9 million of statutory surplus.
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2005,
the number of securities outstanding under the Companys
equity compensation plans, the weighted average exercise price
of such securities and the number of securities remaining
available for grant under these plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- | |
|
Number of securities | |
|
|
|
|
average exercise | |
|
remaining available for | |
|
|
Number of securities | |
|
price of | |
|
future issuance under | |
|
|
to be issued upon | |
|
outstanding | |
|
equity compensation | |
|
|
exercise of | |
|
options, | |
|
plans (excluding | |
|
|
outstanding options, | |
|
warrants and | |
|
securities reflected in | |
Plan Category |
|
warrants and rights | |
|
rights | |
|
the first column) | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by security holders
|
|
|
659,500 |
|
|
$ |
1.44 |
|
|
|
2,504,914 |
|
Equity compensation plans not approved by security holders
|
|
|
|
(1) |
|
|
|
(1) |
|
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
659,500 |
|
|
$ |
1.44 |
|
|
|
2,504,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
All the Companys equity compensation plans have been
approved by the Companys shareholders. |
24
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 Companys 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 Companys
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.
Other than pursuant to the Repurchase Plan, no purchases of
common stock of the Company were made by or on behalf of the
Company during the periods described below.
The table below sets forth information regarding repurchases by
the Company of shares of its common stock on a monthly basis
during the three months ended December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of | |
|
Maximum Number | |
|
|
|
|
|
|
Shares Purchased as | |
|
of Shares That May | |
|
|
Total Number | |
|
Average | |
|
Part of Publicly | |
|
Yet Be Purchased | |
|
|
of Shares | |
|
Price Paid | |
|
Announced Plans or | |
|
Under the Plans or | |
Period |
|
Purchased | |
|
Per Share | |
|
Programs | |
|
Programs | |
|
|
| |
|
| |
|
| |
|
| |
October 1 October 31, 2005
|
|
|
157 |
|
|
$ |
2.86 |
|
|
|
157 |
|
|
|
604,842 |
|
November 1 November 30, 2005
|
|
|
115 |
|
|
|
2.65 |
|
|
|
115 |
|
|
|
604,727 |
|
December 1 December 31, 2005
|
|
|
19,104 |
|
|
|
2.72 |
|
|
|
19,104 |
|
|
|
585,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
19,376 |
|
|
$ |
2.72 |
|
|
|
19,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
Item 6. |
Selected Financial Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Insurance premiums
|
|
$ |
177,593 |
|
|
$ |
170,860 |
|
|
$ |
154,712 |
|
|
$ |
154,499 |
|
|
$ |
145,589 |
|
Investment income
|
|
|
16,685 |
|
|
|
15,860 |
|
|
|
15,628 |
|
|
|
14,011 |
|
|
|
14,317 |
|
Other income
|
|
|
1,263 |
|
|
|
1,183 |
|
|
|
900 |
|
|
|
1,148 |
|
|
|
1,694 |
|
Realized investment gains (losses), net(1)
|
|
|
(10,456 |
) |
|
|
2,199 |
|
|
|
360 |
|
|
|
587 |
|
|
|
1,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
185,085 |
|
|
|
190,102 |
|
|
|
171,600 |
|
|
|
170,245 |
|
|
|
163,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance benefits and losses incurred
|
|
|
115,676 |
|
|
|
113,077 |
|
|
|
102,343 |
|
|
|
109,109 |
|
|
|
106,896 |
|
Other expenses
|
|
|
76,874 |
|
|
|
72,704 |
|
|
|
62,732 |
|
|
|
58,033 |
|
|
|
52,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total benefits and expenses
|
|
|
192,550 |
|
|
|
185,781 |
|
|
|
165,075 |
|
|
|
167,142 |
|
|
|
159,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and cumulative effect of
change in accounting principle
|
|
|
(7,465 |
) |
|
|
4,321 |
|
|
|
6,525 |
|
|
|
3,103 |
|
|
|
4,253 |
|
Income tax (benefit) expense
|
|
|
(4,290 |
) |
|
|
(696 |
) |
|
|
(319 |
) |
|
|
(498 |
) |
|
|
656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before cumulative effect of change in accounting
principle
|
|
|
(3,175 |
) |
|
|
5,017 |
|
|
|
6,844 |
|
|
|
3,601 |
|
|
|
3,597 |
|
Cumulative effect of change in accounting principle(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,816 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(3,175 |
) |
|
$ |
5,017 |
|
|
$ |
6,844 |
|
|
$ |
(12,215 |
) |
|
$ |
3,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before cumulative effect of change in accounting
principle
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.26 |
|
|
$ |
.10 |
|
|
$ |
.10 |
|
|
Cumulative effect of change in accounting principle(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.74 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.26 |
|
|
$ |
(.64 |
) |
|
$ |
.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before cumulative effect of change in accounting
principle
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.25 |
|
|
$ |
.10 |
|
|
$ |
.10 |
|
|
Cumulative effect of change in accounting principle(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.73 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.25 |
|
|
$ |
(.63 |
) |
|
$ |
.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible book value per common share(3)
|
|
$ |
3.00 |
|
|
$ |
3.42 |
|
|
$ |
3.30 |
|
|
$ |
2.79 |
|
|
$ |
2.49 |
|
Common shares outstanding
|
|
|
21,383 |
|
|
|
21,213 |
|
|
|
21,199 |
|
|
|
21,374 |
|
|
|
21,246 |
|
Total assets
|
|
$ |
460,417 |
|
|
$ |
470,511 |
|
|
$ |
443,552 |
|
|
$ |
421,524 |
|
|
$ |
412,019 |
|
Total long-term debt
|
|
$ |
49,738 |
|
|
$ |
51,488 |
|
|
$ |
53,238 |
|
|
$ |
48,042 |
|
|
$ |
44,000 |
|
Total debt
|
|
$ |
51,488 |
|
|
$ |
53,238 |
|
|
$ |
56,238 |
|
|
$ |
50,042 |
|
|
$ |
44,000 |
|
Total shareholders equity
|
|
$ |
80,453 |
|
|
$ |
88,960 |
|
|
$ |
86,893 |
|
|
$ |
78,540 |
|
|
$ |
87,526 |
|
|
|
(1) |
Includes a $10,709 impairment charge in 2005 for automotive
sector fixed maturity investments. See Note 2 of Notes to
Consolidated Financial Statements. |
|
(2) |
Represents a cumulative effect of change in accounting principle
with respect to the adoption of Statement of Financial
Accounting Standards No. 142 regarding goodwill. See
Note 1 of Notes to Consolidated Financial Statements. |
|
(3) |
Excludes goodwill. |
26
|
|
Item 7. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
The following is managements discussion and analysis of
the financial condition and results of operations of Atlantic
American Corporation (Atlantic American or the
Parent) and its subsidiaries (collectively, the
Company) for each of the three years in the period
ended December 31, 2005. 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 through a group of regional insurance
companies: American Southern Insurance Company and American
Safety Insurance Company (together known as American
Southern); Association Casualty Insurance Company and
Association Risk Management General Agency, Inc. (together known
as Association Casualty); Georgia
Casualty & Surety Company (Georgia
Casualty); and Bankers Fidelity Life Insurance Company
(Bankers Fidelity). Each operating company is
managed separately based upon the geographic location or the
type of products offered; although management is conforming
information systems, policies and procedures, products,
marketing and other functions between Association Casualty and
Georgia Casualty to create a southern regional
property and casualty operation and increase efficiencies.
Critical Accounting Policies
The accounting and reporting policies of Atlantic American and
its subsidiaries are in accordance with accounting principles
generally accepted in the United States of America and, in
managements belief, conform to general practices within
the insurance industry. The following is an explanation of the
Companys accounting policies and the resultant estimates
considered most significant by management. These accounting
policies inherently require significant judgment and assumptions
and actual results could differ from managements initial
estimates. Atlantic American does not expect that changes in the
estimates determined using these policies will have a material
effect on the Companys financial condition or liquidity,
although changes could have a material effect on its
consolidated results of operations.
Unpaid loss and loss adjustment expenses comprised 44% of
the Companys liabilities at December 31, 2005. This
obligation includes estimates for: 1) unpaid losses on
claims reported prior to December 31, 2005,
2) development on those reported claims, 3) unpaid
ultimate losses on claims incurred prior to December 31,
2005 but not yet reported to the Company and 4) unpaid loss
adjustment expenses for reported and unreported claims incurred
prior to December 31, 2005. 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,
2005 but not yet reported to the Company, and estimates of
unpaid loss adjustment expenses are developed based on the
Companys historical experience, using actuarial methods to
assist in the analysis. The Companys actuarial staff
develops 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, the reported Bornhuetter-Ferguson method, the
Berquist-Sherman method and a frequency-severity 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 Companys
administrative policies. Further, a variety of external factors,
such as legislative changes, medical inflation, and others may
directly or indirectly impact the relative adequacy of
liabilities for unpaid losses and loss adjustment expenses. The
Companys approach is the selection of 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 Companys recorded
liability for unpaid loss and loss adjustment expenses is
adjusted. In the event the Companys actual reported losses
in any period are materially in excess of the previous estimated
amounts, such losses, to the extent reinsurance coverage does
not exist, would have a material adverse effect on the
Companys results of operations.
27
Future policy benefits comprised 14% of the
Companys total liabilities at December 31, 2005.
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 Companys experience. If actual
results differ from the initial assumptions, the amount of the
Companys recorded liability could require adjustment.
Deferred acquisition costs comprised 6% of the
Companys total assets at December 31, 2005. 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 income 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
years 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 given
previous calendar year.
Receivables are amounts due from reinsurers, insureds and
agents and comprised 21% of the Companys total assets at
December 31, 2005. Insured and agent balances are evaluated
periodically for collectibility. Annually, the Company performs
an analysis of the credit worthiness of the Companys
reinsurers using various data sources. Failure of reinsurers to
meet their obligations due to insolvencies or disputes 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 when determined on a specific
account basis and a general provision for loss is made based on
the Companys historical experience.
Cash and investments comprised 69% of the Companys
total assets at December 31, 2005. Substantially all
investments are in bonds and common and preferred stocks, 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
non-redeemable preferred stocks that do not have quoted values
and are carried at estimated fair values as determined by
management. Such values inherently have a greater degree of
judgement and uncertainty and therefore ultimately greater price
volitility. 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 investments
indicated fair value has declined below its cost basis for a
period of time, primarily due to changes in credit risk, the
Company evaluates such investment for other than a temporary
impairment. If other than a 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 such write
down does not impact the reported value of the investment in the
Companys balance sheet, it is reflected as a realized
investment loss in the Companys consolidated statements of
operations.
Deferred income taxes comprised approximately 2% of the
Companys total assets at December 31, 2005. 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 assets to the amount that
is more likely than not to be realized. In assessing the
likelihood of realization, management considers estimates of
future taxable income and tax planning strategies.
28
Refer to Note 1 of Notes to Consolidated Financial
Statements for details regarding the Companys
significant accounting policies.
Overall Corporate Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Southern
|
|
$ |
52,925 |
|
|
$ |
53,277 |
|
|
$ |
42,202 |
|
|
Association Casualty
|
|
|
22,626 |
|
|
|
25,278 |
|
|
|
22,776 |
|
|
Georgia Casualty
|
|
|
40,480 |
|
|
|
39,046 |
|
|
|
37,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty
|
|
|
116,031 |
|
|
|
117,601 |
|
|
|
102,501 |
|
Life and Health:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
|
68,255 |
|
|
|
71,369 |
|
|
|
68,333 |
|
Corporate and Other
|
|
|
799 |
|
|
|
1,132 |
|
|
|
766 |
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$ |
185,085 |
|
|
$ |
190,102 |
|
|
$ |
171,600 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Southern
|
|
$ |
4,765 |
|
|
$ |
8,024 |
|
|
$ |
7,847 |
|
|
Association Casualty
|
|
|
1,342 |
|
|
|
2,094 |
|
|
|
(612 |
) |
|
Georgia Casualty
|
|
|
(8,191 |
) |
|
|
(5,463 |
) |
|
|
1,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty
|
|
|
(2,084 |
) |
|
|
4,655 |
|
|
|
8,350 |
|
Life and Health:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
|
2,208 |
|
|
|
5,863 |
|
|
|
5,269 |
|
Corporate and Other
|
|
|
(7,589 |
) |
|
|
(6,197 |
) |
|
|
(7,094 |
) |
|
|
|
|
|
|
|
|
|
|
Total income (loss) before income taxes
|
|
$ |
(7,465 |
) |
|
$ |
4,321 |
|
|
$ |
6,525 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(3,175 |
) |
|
$ |
5,017 |
|
|
$ |
6,844 |
|
|
|
|
|
|
|
|
|
|
|
On a consolidated basis, the Company had a net loss of
$3.2 million, or $0.21 per diluted share, in 2005. The
net loss for 2005 was primarily the result of a non-cash charge
of $10.7 million ($7.0 million after taxes) to reflect
the write down of General Motors Corporation (GM),
General Motors Acceptance Corporation (GMAC), and
Ford Motor Credit Company (Ford) fixed maturity
investments due to an other than temporary impairment. Net
income was $5.0 million, or $0.18 per diluted share,
in 2004. Net income was $6.8 million, or $0.25 per
diluted share, in 2003. Total revenue for 2005 decreased
$5.0 million, or 2.6%, to $185.1 million from
$190.1 million in 2004. Excluding the impairment charge
discussed previously, total revenue increased $5.7 million,
or 3.0%, over 2004. The increase was primarily due to increased
volume in the general liability and surety lines of business at
American Southern as well as increased volume written in 2004 at
Georgia Casualty which was earned in 2005. Premium revenue for
2005 increased $6.7 million, or 3.9%, over 2004. Insurance
premiums are earned ratably over the policy term, and therefore
premiums earned in 2005 are related to premiums written during
both 2004 and 2005. Total revenue for 2004 increased
$18.5 million, or 10.8%, to $190.1 million from
$171.6 million in 2003. The increase was primarily
attributable to new program business at American Southern as
well as premium growth generated by established agents and new
agency appointments at Georgia Casualty. Premium revenue for
2004 increased $16.1 million, or 10.4%, over 2003. The
decrease in net income during 2005 from 2004 was primarily due
to the investment impairment discussed previously. During 2005,
the Company realized investment losses of $10.5 million
compared to gains of
29
$2.2 million and $0.4 million in 2004 and 2003,
respectively. Also contributing to the reduced net income in
2005 were several significant losses which resulted from an
increase in both the frequency and severity of claims in the
property and casualty operations, as described below. In
addition, during 2005, net income increased by a
$0.1 million deferred income tax benefit, compared to a
similar $1.3 million and $1.5 million deferred income
tax benefit in 2004 and 2003, respectively, all of which were
related to adjustments to the Companys income tax
valuation allowance. The adjustments to the valuation allowance
were the result of the annual reassessment of the realization of
net operating loss carryforwards. Further, during 2005, the
Company was directly impacted by four hurricanes, Dennis,
Katrina, Rita and Wilma, all of which resulted in net hurricane
related expenses of $2.3 million in the property and
casualty operations, compared to $3.8 million in net
hurricane related expenses incurred during 2004. The decrease in
net income during 2004 from 2003 was primarily due to the
hurricane related expenses of $3.8 million in the property
and casualty operations as well as a $3.1 million
reinsurance premium accrual related to the settlement of an
arbitration proceeding between Georgia Casualty and a former
reinsurance provider. The Companys 2004 financial results
were directly impacted by insured losses caused by four
hurricanes, Charlie, Frances, Ivan, and Jeanne, all of which
inflicted substantial damage, primarily in Florida. Also, during
2004, the Company recognized no tax benefit related to prior
years alternative minimum tax payments; however, in 2003,
the Company recognized a tax benefit of approximately
$1.0 million related to such amounts.
The Companys property and casualty operations are
comprised of American Southern, Association Casualty, and
Georgia Casualty. The Companys life and health operations
are comprised of the operations of Bankers Fidelity.
A more detailed analysis of the individual operating entities
and other corporate activities is provided in the following
discussion.
Underwriting Results
The following table summarizes, for the periods indicated,
American Southerns premiums, losses, expenses and
underwriting ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Gross written premiums
|
|
$ |
62,081 |
|
|
$ |
60,278 |
|
|
$ |
44,393 |
|
Ceded premiums
|
|
|
(9,099 |
) |
|
|
(9,268 |
) |
|
|
(6,435 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net written premiums
|
|
$ |
52,982 |
|
|
$ |
51,010 |
|
|
$ |
37,958 |
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums
|
|
$ |
51,447 |
|
|
$ |
48,062 |
|
|
$ |
37,358 |
|
Net losses and loss adjustment expenses
|
|
|
24,827 |
|
|
|
24,795 |
|
|
|
20,977 |
|
Underwriting expenses
|
|
|
23,333 |
|
|
|
20,458 |
|
|
|
13,378 |
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income
|
|
$ |
3,287 |
|
|
$ |
2,809 |
|
|
$ |
3,003 |
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
48.2 |
% |
|
|
51.6 |
% |
|
|
56.2 |
% |
Expense ratio
|
|
|
45.4 |
|
|
|
42.6 |
|
|
|
35.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
93.6 |
% |
|
|
94.2 |
% |
|
|
92.0 |
% |
|
|
|
|
|
|
|
|
|
|
Gross written premiums at American Southern increased
$1.8 million, or 3.0%, during 2005 as compared to 2004. The
increase in premiums was primarily attributable to increased
business writings in the surety line of business. American
Southerns surety bond program, which began to increase
production levels in the second half of 2004, generated
$10.1 million in gross written premiums during 2005
compared to $6.3 million in 2004, a $3.8 million
increase. Partially offsetting this increase was the loss of
several
30
large commercial automobile liability accounts and the
withdrawal from the dwelling property business, all of which had
contributed approximately $2.9 million in written premiums
during 2004.
Ceded premiums decreased $0.2 million, or 1.8%, during 2005
as compared to 2004. The decrease in ceded premiums was
primarily due to the increased volume of surety business, which
is not subject to reinsurance.
Gross written premiums at American Southern increased
$15.9 million, or 35.8%, during 2004 as compared to 2003.
The increase in premiums was primarily attributable to new
business opportunities in 2004 subsequent to the loss of
American Southerns largest account upon its contractual
termination on April 30, 2003. This contract had previously
represented annualized premiums of $14.3 million, or
approximately 10% of annualized premium revenue for Atlantic
American. In addition, American Southern generated new business
and premium growth through new agency appointments and
established agents.
Ceded premiums increased $2.8 million, or 44%, during 2004
as compared to 2003. As American Southerns premiums are
determined and ceded as a percentage of earned premiums, an
increase in ceded premiums occurs when earned premiums increase.
In 2004, American Southern also experienced an increase in
reinsurance rates of approximately 13% that resulted in a higher
effective rate of premiums ceded as compared to 2003 due to
significant increases in the volume of American Southerns
general liability business.
The following table summarizes, for the periods indicated,
American Southerns earned premiums by line of business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Automobile liability
|
|
$ |
16,723 |
|
|
$ |
18,944 |
|
|
$ |
17,947 |
|
Automobile physical damage
|
|
|
11,002 |
|
|
|
11,187 |
|
|
|
9,451 |
|
General liability
|
|
|
11,767 |
|
|
|
10,102 |
|
|
|
5,777 |
|
Property
|
|
|
3,692 |
|
|
|
3,862 |
|
|
|
3,819 |
|
Surety
|
|
|
8,263 |
|
|
|
3,967 |
|
|
|
364 |
|
|
|
|
|
|
|
|
|
|
|
|
Total earned premium
|
|
$ |
51,447 |
|
|
$ |
48,062 |
|
|
$ |
37,358 |
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums increased $3.4 million, or 7.0%, during
2005 over 2004. American Southern increased its business
writings in the general liability and surety lines of business
in 2004 and such trends have continued in 2005.
Net earned premiums for 2004 increased $10.7 million, or
28.7%, over 2003. The increase during 2004 reflected increased
earned premiums from new business written in the fourth quarter
of 2003 and continuing in 2004. American Southern increased its
business writings in the general liability and surety lines of
business throughout 2004.
The performance of an insurance company is often measured by the
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 decreased to 93.6% in
2005 from a combined ratio of 94.2% in 2004. The loss ratio
decreased to 48.2% in 2005 from 51.6% in 2004. The increased
focus on new business writings in the general liability and
surety lines of business resulted in a decrease in the 2005 loss
ratio due to favorable loss experience in those lines of
business. Also, during 2004, American Southern incurred, and its
loss ratio was impacted by, $1.0 million in hurricane
related expenses, which did not reoccur in 2005. The expense
ratio for 2005 increased to 45.4% from 42.6% in 2004. The
increase in the
31
expense ratio for 2005 is a function of American Southerns
contractual arrangements, which compensate the companys
agents in relation to the loss ratios of the business they
write. The majority of American Southerns business is
structured in such a way that the agents are rewarded or
penalized based upon the loss ratio of the business they submit.
By structuring its business in this manner, American Southern
provides its agents with an economic incentive to place
profitable business with American Southern. In addition,
American Southern continued to experience increased acquisition
costs associated with new programs and accounts underwritten. As
a percentage of gross written premiums, net fixed commissions
increased to 16.5% in 2005 from 16.3% in 2004. Total commissions
(fixed plus variable) increased to 27.6% in 2005 from 26.3% in
2004.
The combined ratio for American Southern increased to 94.2% in
2004 from a combined ratio of 92.0% in 2003. The loss ratio
decreased to 51.6% in 2004 from 56.2% in 2003. The decrease in
the loss ratio during 2004 was primarily attributable to changes
in American Southerns book of business. The increased
business writings in general liability and surety resulted in a
decrease in the loss ratio due to positive loss experience in
those lines of business during 2004. Further, the loss of
American Southerns largest account upon its contractual
termination on April 30, 2003 contributed significantly to
a decline in the loss ratio. That account had very low
acquisition costs but disproportionately higher losses. The 2004
hurricane related losses in the state of Florida, which
contributed $1.0 million to the hurricane related expenses
within the property and casualty operations, partially offset
the reported improvement in the loss ratio. The expense ratio
for 2004 increased to 42.6% from 35.8% in 2003. The increase in
the expense ratio for 2004 was primarily due to American
Southerns business structure, which compensates agents in
relation to the profitability of business they write. Also,
American Southern experienced increased acquisition costs
associated with new programs and accounts the company had
underwritten in 2004. As a percentage of gross written premiums,
net fixed commissions increased to 16.3% in 2004 from 14.2% in
2003. Total commissions (fixed plus variable) increased to 26.3%
in 2004 from 21.3% in 2003.
The following table summarizes, for the periods indicated,
Association Casualtys premiums, losses, expenses and
underwriting ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Direct written premiums
|
|
$ |
25,077 |
|
|
$ |
22,322 |
|
|
$ |
23,259 |
|
Assumed written premiums(1)
|
|
|
745 |
|
|
|
5,913 |
|
|
|
3,594 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums
|
|
|
25,822 |
|
|
|
28,235 |
|
|
|
26,853 |
|
Ceded premiums
|
|
|
(5,685 |
) |
|
|
(4,703 |
) |
|
|
(4,584 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net written premiums
|
|
$ |
20,137 |
|
|
$ |
23,532 |
|
|
$ |
22,269 |
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums
|
|
$ |
20,972 |
|
|
$ |
22,681 |
|
|
$ |
20,352 |
|
Net losses and loss adjustment expenses
|
|
|
12,410 |
|
|
|
13,785 |
|
|
|
15,245 |
|
Underwriting expenses
|
|
|
8,874 |
|
|
|
9,399 |
|
|
|
8,143 |
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting loss
|
|
$ |
(312 |
) |
|
$ |
(503 |
) |
|
$ |
(3,036 |
) |
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
59.2 |
% |
|
|
60.8 |
% |
|
|
74.9 |
% |
Expense ratio
|
|
|
42.3 |
|
|
|
41.4 |
|
|
|
40.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
101.5 |
% |
|
|
102.2 |
% |
|
|
114.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Written premiums assumed from Georgia Casualty under a quota
share reinsurance agreement and eliminated in consolidation.
This agreement was cancelled effective August 31, 2005. |
Gross written premiums at Association Casualty decreased
$2.4 million, or 8.5%, during 2005 as compared to 2004. The
decrease in gross written premiums was primarily attributable to
the termination of
32
the quota share reinsurance agreement with Georgia Casualty
effective August 31, 2005. Further, effective
September 1, 2005, Association Casualty no longer ceded any
portion of its business to Georgia Casualty, which is expected
to offset the decrease in premiums that resulted from the
terminated quota share reinsurance agreement discussed
previously. In addition, Association Casualty continues to
experience an increased level of price competition in the Texas
marketplace resulting in a decline in Texas direct written
premiums. Direct written premium in other southeastern states
has, to date, offset declines in Texas direct written premiums.
Ceded premiums at Association Casualty increased
$1.0 million, or 20.9%, during 2005 as compared to 2004.
Excluding assumed written premiums of $0.7 million and
$5.9 million in 2005 and 2004, respectively, that were not
subject to reinsurance, premiums ceded as a percentage of direct
written premiums increased to 22.7% in 2005 from 21.1% in 2004
primarily due to rate increases on certain reinsured loss layers
as well as changes in retention rates and coverage limits.
Gross written premiums at Association Casualty increased
$1.4 million, or 5.1%, during 2004 as compared to 2003. The
increase in gross written premiums was due solely to the
increased cession from Georgia Casualty, partially offset by a
decrease in the amount of Texas direct written premiums that
resulted from the continued evaluation of certain business and
implementation of certain minimum account standards.
Consequently, Association Casualtys policy retention
rates, specifically in the monoline workers compensation
line of business, declined resulting in lower workers
compensation premiums. Association Casualty increased its
premium writings for general liability, property and automobile
offsetting lower levels of workers compensation business.
Ceded premiums at Association Casualty increased
$0.1 million, or 2.6%, during 2004 as compared to 2003.
Excluding assumed written premiums of $5.9 million and
$3.6 million in 2004 and 2003, respectively, that were not
subject to reinsurance, premiums ceded as a percentage of direct
written premiums increased to 21.1% in 2004 from 19.7% in 2003
primarily due to changes in the mix of business and an average
increase in overall rates.
The following table summarizes, for the periods indicated,
Association Casualtys earned premiums by line of business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Workers compensation
|
|
$ |
9,613 |
|
|
$ |
11,357 |
|
|
$ |
13,196 |
|
Business automobile
|
|
|
4,265 |
|
|
|
4,119 |
|
|
|
2,307 |
|
General liability
|
|
|
350 |
|
|
|
558 |
|
|
|
385 |
|
Property
|
|
|
6,744 |
|
|
|
6,647 |
|
|
|
4,464 |
|
|
|
|
|
|
|
|
|
|
|
|
Total earned premium
|
|
$ |
20,972 |
|
|
$ |
22,681 |
|
|
$ |
20,352 |
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums decreased $1.7 million, or 7.5%, during
2005 as compared to 2004 primarily due to the termination of the
quota share reinsurance agreement discussed previously.
Net earned premiums increased $2.3 million, or 11.4%,
during 2004 as compared to 2003 primarily due to increased
assumed business from Georgia Casualty.
The combined ratio for Association Casualty decreased to 101.5%
in 2005 from 102.2% in 2004. The loss ratio decreased to 59.2%
in 2005 from 60.8% in 2004. The decrease in the loss ratio was
primarily due to a decline in the overall number of claims
reported in 2005 and the severity of those claims as compared to
2004. However, Association Casualtys loss ratio during
2005 was impacted by an increasing number of construction defect
claims on liability policies, which increased loss adjustment
expenses and produced a higher than targeted loss ratio. The
expense ratio increased to 42.3% in 2005 from 41.4% in 2004
primarily due to an increase in premium tax rates. Effective
September 1, 2005, Association Casualty no longer ceded any
portion of its business to Georgia Casualty. This business, now
being retained by Association Casualty, has premium tax rates
that approximate up to 4% compared to its previous average rate
of 2.8%.
33
Also contributing to the increase in the expense ratio was the
decrease in net earned premiums coupled with a consistent level
of fixed expenses.
The combined ratio for Association Casualty decreased to 102.2%
in 2004 from 114.9% in 2003. The loss ratio decreased to 60.8%
in 2004 from 74.9% in 2003. The decrease in the loss ratio was
primarily attributable to an extensive re-underwriting of the
workers compensation book of business that began in 2002.
Association Casualty benefited from these initiatives and has
continued to diversify its book of business and improve
underwriting criteria. The expense ratio increased to 41.4% in
2004 from 40.0% in 2003 primarily due to increased data
processing and conversion costs associated with the conversion
of Association Casualtys underlying information systems to
mirror those of Georgia Casualty.
The following table summarizes, for the periods indicated,
Georgia Casualtys premiums, losses, expenses and
underwriting ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Gross written premiums
|
|
$ |
48,388 |
|
|
$ |
65,345 |
|
|
$ |
55,347 |
|
Ceded premiums
|
|
|
(19,943 |
) |
|
|
(17,479 |
) |
|
|
(14,481 |
) |
Ceded premiums(1)
|
|
|
(745 |
) |
|
|
(5,913 |
) |
|
|
(3,594 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net written premiums
|
|
$ |
27,700 |
|
|
$ |
41,953 |
|
|
$ |
37,272 |
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums
|
|
$ |
39,270 |
|
|
$ |
34,675 |
|
|
$ |
34,319 |
|
Net losses and loss adjustment expenses
|
|
|
32,064 |
|
|
|
28,670 |
|
|
|
22,258 |
|
Underwriting expenses
|
|
|
16,607 |
|
|
|
15,839 |
|
|
|
14,150 |
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting loss
|
|
$ |
(9,401 |
) |
|
$ |
(9,834 |
) |
|
$ |
(2,089 |
) |
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
81.6 |
% |
|
|
82.7 |
% |
|
|
64.9 |
% |
Expense ratio
|
|
|
42.3 |
|
|
|
45.7 |
|
|
|
41.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
123.9 |
% |
|
|
128.4 |
% |
|
|
106.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Written premiums ceded to Association Casualty under a quota
share reinsurance agreement and eliminated in consolidation.
This agreement was cancelled effective August 31, 2005. |
Gross written premiums at Georgia Casualty decreased
$17.0 million, or 25.9%, during 2005 as compared to 2004.
The decrease in premiums was primarily attributable to the
non-renewal of unprofitable accounts and reassessment of coastal
property exposures. During 2005, accounts resulting in
approximately $5.9 million in annualized gross written
premiums were non-renewed as a result of these initiatives.
Also, Georgia Casualty has experienced an increased level of
price competition in the marketplace and ceased writing new
property business in the state of Florida, both of which
resulted in a decrease in 2005 business of approximately
$4.0 million from 2004. Effective August 31, 2005,
Georgia Casualty and Association Casualty terminated their quota
share reinsurance agreement. In addition, effective
September 1, 2005, Georgia Casualty no longer assumed
business originated by Georgia Casualty and written by
Association Casualty. During 2005, Georgia Casualtys
written premiums on behalf of Association Casualty and
subsequently reinsured by Georgia Casualty were
$16.2 million compared to $22.2 million in 2004, a
decrease of $6.0 million. Since September 1, 2005,
such business has remained with Association Casualty.
Ceded premiums at Georgia Casualty decreased $2.7 million,
or 11.6%, during 2005 as compared to 2004. The decrease in ceded
premiums was primarily due to the non-recurring accrual of an
arbitration award described below of $3.1 million during
2004. Also contributing to the comparative reduction was the
termination of the quota share agreement, discussed previously,
and a negotiated rate adjustment to a brokers commission,
both of which resulted in a $5.8 million reduction in 2005
ceded premiums.
34
Additionally, in 2005, Georgia Casualty accrued hurricane
related expenses of $0.9 million in catastrophic
reinsurance reinstatement premiums, compared to
$1.4 million in the same periods of 2004, which consisted
of $0.5 million in catastrophic reinsurance reinstatement
premiums and $0.9 million for the reinsurance provisional
rate adjustment. Offsetting the decrease in ceded premiums were
increased rates from new reinsurance treaty agreements that
became effective on January 1, 2005. Ceded premiums
increased by approximately $3.2 million due to 2005 rate
increases. Prior to 2005, Georgia Casualtys primary
working layer reinsurance contract provided for variable pricing
based upon the companys actual loss experience; beginning
in 2005 all of the companys reinsurance contracts provide
for fixed rate pricing. Georgia Casualty has accrued additional
reinsurance charges in 2005 related to prior years
reinsurance contracts with experience rated variable pricing
based on current year development of prior accident year claims.
Gross written premiums at Georgia Casualty increased
$10.0 million, or 18.1%, in 2004 as compared to 2003. The
increase in premiums was primarily attributable to new business
generated by existing agents as well as new agency appointments.
Ceded premiums at Georgia Casualty increased $5.3 million,
or 29.4%, in 2004 as compared to 2003. The increase in ceded
premiums was due to several factors. First, Georgia
Casualtys dispute with one of its reinsurers, PMA Re, was
arbitrated and resulted in the award to PMA Re of
$3.1 million. As a result of the award and in accordance
with the arbitration agreement, Georgia Casualty accrued
$3.1 million of additional ceded premiums in the fourth
quarter of 2004. Also in 2004, Georgia Casualty accrued various
hurricane related expenses, including $0.5 million in
catastrophic reinstatement premiums and a $0.9 million
reinsurance provisional rate adjustment. Such accruals were not
necessary during the same period of 2003. These increases in
ceded premiums were partially offset by the cession rate
decrease in the quota share reinsurance agreement. During 2004,
Georgia Casualty operated pursuant to a 15% quota share
reinsurance agreement with Association Casualty. In 2003, the
quota share cession rate was 20% (10% with Association Casualty
and 10% with a third party reinsurer). The elimination of the
third party reinsurer and a reduction in the aggregate quota
share cession rate resulted in a decrease in total ceded
premiums of approximately $2.5 million during 2004 as
compared to 2003. Premiums ceded to Association Casualty
increased $2.3 million, or 64.5%, in 2004 from 2003 due to
its higher quota share participation.
The following table summarizes, for the periods indicated,
Georgia Casualtys earned premiums by line of business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Workers compensation
|
|
$ |
12,909 |
|
|
$ |
11,608 |
|
|
$ |
11,071 |
|
Business automobile
|
|
|
11,026 |
|
|
|
9,470 |
|
|
|
8,767 |
|
General liability
|
|
|
434 |
|
|
|
351 |
|
|
|
2,272 |
|
Property
|
|
|
14,901 |
|
|
|
13,246 |
|
|
|
12,209 |
|
|
|
|
|
|
|
|
|
|
|
|
Total earned premium
|
|
$ |
39,270 |
|
|
$ |
34,675 |
|
|
$ |
34,319 |
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums increased $4.6 million, or 13.3%,
during 2005 as compared to 2004 primarily due to the non
recurrence of the $3.1 million PMA Re arbitration award
accrued as ceded premium in 2004. Also contributing to the
increase was a higher level of premium volume written during
2004 which was reflected as earned in 2005. Insurance premiums
are earned ratably over the policy term, and therefore premiums
earned in 2005 are related to premiums written during both 2004
and 2005.
Net earned premiums increased $0.4 million, or 1.0%, during
2004 as compared to 2003 primarily as a result of increased
premium writings. Also, the reduction in the quota share cession
rate increased earned premiums by $1.3 million. The PMA Re
arbitration award and the hurricane related reinsurance expense
accruals that were discussed previously offset much of the
increase in earned premiums in 2004. The significant decrease in
the general liability line of business during 2004 was primarily
due to increased treaty reinsurance cessions.
35
The combined ratio for Georgia Casualty decreased to 123.9% in
2005 from 128.4% in 2004. The loss ratio decreased to 81.6% in
2005 from 82.7% in 2004. The decrease in the loss ratio was
primarily due to a decrease in hurricane related losses. During
2005, Georgia Casualty incurred $1.0 million in net
hurricane related losses compared to $1.4 million in 2004.
However, Georgia Casualtys loss ratio during 2005 was
impacted by a significant increase in both the frequency and
severity of claims particularly in the first quarter of 2005. In
2005, Georgia Casualty incurred numerous large claims related to
losses for fires, fatalities, and tornados. The magnitude and
frequency of these claims had a significant impact on the 2005
loss ratio. Management has undertaken a comprehensive review of
the existing book of business and, based on recent experience,
has non-renewed several significant pieces of business, revised
underwriting guidelines, and, in one instance, cancelled a
significant insured in mid-term in accordance with the terms of
the policy. While the impact of such actions is not immediately
apparent, management expects improved results on a longer term
basis. The expense ratio decreased to 42.3% in 2005 from 45.7%
in 2004. The decrease in the expense ratio was primarily due to
a consistent level of fixed expenses coupled with an increase in
net earned premiums.
The combined ratio for Georgia Casualty increased to 128.4% in
2004 from 106.1% in 2003. The loss ratio increased to 82.7% in
2004 from 64.9% in 2003. The increase in the loss ratio was
primarily attributable to hurricane related losses in the state
of Florida that increased net losses by $1.4 million during
2004. Such losses did not occur in 2003. Also in 2004, Georgia
Casualty incurred several additional large losses other than the
hurricane related losses discussed previously. The expense ratio
increased to 45.7% in 2004 from 41.2% in 2003. The increase in
the expense ratio was due to several factors. First, during
2004, Georgia Casualty had a reduction in reinsurance profit
sharing commissions of $0.4 million, which had been
recognized in prior years, due to deteriorating loss experience
from a number of similar claims specifically related to one
accident year. Also, during 2003 there was a reversal of Georgia
Casualtys accrued 2002 policyholder dividend. The
$0.4 million policyholder dividend liability was reversed
due to substandard results from the workers compensation
business in the states of Florida and Georgia, which decreased
expenses in 2003 and resulted in a comparative increase to
expenses in 2004. In addition, the PMA Re arbitration award of
$3.1 million and the hurricane related reinsurance expense
accruals of $1.4 million that occurred in 2004 decreased
net earned premiums and, as a result, increased both the loss
ratio and the expense ratio for 2004.
The following summarizes, for the periods indicated, Bankers
Fidelitys premiums, losses and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Medicare supplement
|
|
$ |
51,414 |
|
|
$ |
49,575 |
|
|
$ |
46,190 |
|
Other health products
|
|
|
2,890 |
|
|
|
2,933 |
|
|
|
2,952 |
|
Life insurance
|
|
|
11,600 |
|
|
|
12,934 |
|
|
|
13,541 |
|
|
|
|
|
|
|
|
|
|
|
|
Total earned premium
|
|
|
65,904 |
|
|
|
65,442 |
|
|
|
62,683 |
|
|
|
|
|
|
|
|
|
|
|
Insurance benefits and losses
|
|
|
46,375 |
|
|
|
45,827 |
|
|
|
43,863 |
|
Underwriting expenses
|
|
|
19,672 |
|
|
|
19,679 |
|
|
|
19,201 |
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
66,047 |
|
|
|
65,506 |
|
|
|
63,064 |
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting loss
|
|
$ |
(143 |
) |
|
$ |
(64 |
) |
|
$ |
(381 |
) |
|
|
|
|
|
|
|
|
|
|
Premium revenue at Bankers Fidelity increased $0.5 million,
or .7%, during 2005 as compared to 2004. The most significant
increase in premiums was in the Medicare supplement line of
business, where premiums increased $1.8 million, or 3.7%,
during 2005 as compared to 2004. Bankers Fidelity continues to
expand its market presence throughout the Southeast,
Mid-Atlantic, and in the western United States. In
36
2005, the companys key states in terms of premium revenue
were Georgia, Pennsylvania, Ohio, Utah and West Virginia, which
collectively accounted for approximately 57% of total earned
premium for 2005. The Medicare supplement line of business in
these states increased approximately $0.5 million as
compared to 2004. Significant rate increases on existing
Medicare supplement business that were implemented in varying
amounts by state and plan in 2004 resulted in increased revenues
in 2005. In addition, during 2004, Bankers Fidelity purchased a
block of Medicare supplement business with an estimated
annualized premium of $4.5 million, which increased premium
revenue during 2005. Partially offsetting the 2005 increase in
Medicare supplement premium was a decline in new business levels
and existing policies that resulted from increased competition.
Premiums from the life insurance line of business decreased
$1.3 million, or 10.3%, during 2005 due to the continued
decline in sales related activities. In an effort to increase
life insurance sales and further diversify its business, Bankers
Fidelity plans to initiate several new programs in 2006.
Premium revenue at Bankers Fidelity increased $2.8 million,
or 4.4%, during 2004 as compared to 2003. The Medicare
supplement line of business increased $3.4 million, or
7.3%, in 2004 over 2003 and accounted for 76% of total 2004
earned premiums. In 2004, the companys key states in terms
of premium revenue were Georgia, Pennsylvania, Ohio, Utah and
West Virginia, which collectively accounted for approximately
58% of total earned premium for 2004. The Medicare supplement
line of business in these states increased approximately
$3.1 million as compared to 2003. Significant rate
increases on existing Medicare supplement business that were
implemented in varying amounts by state and plan in 2003
resulted in increased revenues in 2004. Premiums from the life
insurance line of business decreased $0.6 million, or 4.5%,
during 2004 due to a decline in sales related activities.
The increase in both benefits and losses and
underwriting expenses during 2005 and 2004 was
primarily attributable to the increase in premiums for those
periods. As a percentage of premiums, benefits and losses were
approximately 70.0% for all years presented. Rate increases
implemented by Bankers Fidelity during both 2005 and 2004 on the
Medicare supplement line of business have helped to mitigate the
impact of higher medical costs.
Bankers Fidelity has been reasonably successful in controlling
operating costs, while continuing to increase premium revenue.
As a percentage of premiums, commissions and underwriting
expenses were 29.8% in 2005 compared to 30.1% in 2004 and 30.6%
in 2003.
Investment Income and Realized Gains
Investment income of $16.7 million increased
$0.8 million, or 5.2%, during 2005 as compared to 2004. The
increase in investment income during 2005 was primarily due to a
higher level of average invested assets in addition to a higher
average yield on investments. Investment income of
$15.9 million increased slightly by $0.2 million, or
1.5%, during 2004 over 2003.
The Company had net realized investment losses of
$10.5 million in 2005 compared to net realized investment
gains of $2.2 million and $0.4 million in 2004 and
2003, respectively. During the years ended December 31,
2005, 2004 and 2003, the Company recorded investment impairments
due to other than temporary declines in values, which reduced
reported realized investment gains, related to the following
investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Corporate bonds
|
|
$ |
9,492 |
|
|
$ |
|
|
|
$ |
|
|
Redeemable preferred stocks
|
|
$ |
1,274 |
|
|
$ |
281 |
|
|
$ |
|
|
Common stocks
|
|
$ |
|
|
|
$ |
179 |
|
|
$ |
995 |
|
Other invested assets
|
|
$ |
|
|
|
$ |
|
|
|
$ |
159 |
|
While the impairments did not impact the carrying value of the
investments, they resulted in realized losses of
$10.8 million in 2005, $0.5 million in 2004, and
$1.2 million in 2003. The impairment losses for 2005 were
due primarily to the write down of the value of GM, GMAC, and
Ford fixed maturity
37
investments, all of which resulted in a charge of
$10.7 million. Management continually evaluates the
Companys investment portfolio and, as needed, makes
adjustments for impairments and/or will divest investments. (See
Note 2 of Notes to Consolidated Financial Statements.)
Interest Expense
Interest expense of $3.6 million increased
$0.5 million, or 17.6%, during 2005 as compared to 2004.
The increase in interest expense during 2005 was due to an
increase in interest rates. During 2005, the Companys debt
payable had a variable interest rate tied to three-month London
Interbank Offerred Rate (LIBOR), which increased
throughout 2005. In the third quarter of 2004 and during 2005,
the Company repaid $4.8 million in principal on its term
loan (as described below in Liquidity and Capital
Resources) to Wachovia Bank, N.A. (Wachovia),
which helped to offset the increase in interest expense by
reducing the average debt level.
Interest expense of $3.1 million decreased 1.6%, during
2004 as compared to 2003. On June 30, 2004, the
Companys $15.0 million notional amount interest rate
swap agreement with Wachovia matured. During the term of this
agreement, the Company paid a fixed interest rate of 5.1% and
received interest equal to the three-month LIBOR. Given the
maturity of the interest rate swap and the decline in interest
rates subsequent to the inception of the interest rate swap
agreement in 2001, interest expense decreased by
$0.2 million during 2004 as compared to 2003. Additionally,
during 2004, the Company repaid $3.0 million in principal
of its term loan to Wachovia, which also decreased interest
expense. The increase in average debt levels resulting from a
private placement offering of trust preferred securities by the
Company in 2003, along with a higher variable rate of interest
paid thereon, substantially offset the discussed decreases in
interest expense during 2004.
Other Expenses
Other expenses (commissions, underwriting expenses, and other
expenses) increased $3.6 million, or 5.2%, in 2005 as
compared to 2004. The increase in other expenses during 2005 was
primarily attributable to increased acquisition costs at
American Southern. Agents variable commissions at American
Southern increased $0.8 million during 2005 due primarily
to lower loss ratios. The majority of American Southerns
business is structured in a way that agents are rewarded or
penalized based upon the loss ratio of the business they submit
to the company. In periods where the loss ratio decreases,
commissions and underwriting expenses will increase and
conversely in periods where the loss ratio increases,
commissions and underwriting expenses should decrease. Fixed
commissions at American Southern also increased
$0.4 million during 2005 primarily as a result of the
increased surety bond business, which has a higher commission
rate than other lines of business. In addition, the deferral of
acquisition costs at American Southern in 2005 decreased
$0.9 million from 2004 and, as a result, increased other
expenses during 2005. The decrease in deferred acquisition costs
at American Southern was primarily due to a significantly lower
level of premium growth in 2005 than that which occurred in
2004. The Company has also experienced a significant increase in
expenses related to Sarbanes-Oxley compliance work and audit fee
accruals. These expenses increased $1.3 million, or 207.9%,
in 2005 as compared to 2004. On a consolidated basis, as a
percentage of earned premiums, other expenses increased to 41.3%
in 2005 from 40.8% in 2004.
Other expenses (commissions, underwriting expenses, and other
expenses) increased $10.0 million, or 16.8%, in 2004 as
compared to 2003. The increase in other expenses during 2004 was
attributable to several factors. First, Georgia Casualtys
reinsurance profit sharing commissions decreased
$0.4 million during 2004 due to deteriorating loss
experience from a number of similar claims specifically related
to one accident year. Also contributing to the increase in other
expenses was a decrease of $0.9 million in the ceding
commission Georgia Casualty was receiving from the quota share
reinsurance agreement, which was reduced from 20% to 15% on
January 1, 2004. Furthermore, agents variable
commissions at American Southern increased $2.9 million
during 2004 due primarily to lower loss ratios. Additionally,
fixed commissions at American Southern increased
$3.5 million during 2004 primarily as a result of new
programs and accounts the company had underwritten. Also, during
2003, Georgia Casualty eliminated a $0.4 million
policyholder dividend liability, previously accrued in 2002, due
to substandard results from the
38
workers compensation business in the states of Florida and
Georgia, which decreased underwriting expenses in 2003 and
resulted in a comparative increase to other expenses in 2004. On
a consolidated basis, as a percentage of earned premiums, other
expenses increased to 40.8% in 2004 from 38.5% in 2003.
Liquidity and Capital Resources
The major 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
Companys primary sources of cash are written premiums,
investment income and the sale and maturity of invested assets.
The Company believes that, within each subsidiary, 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 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.
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, 2005, the
Parents insurance subsidiaries had statutory surplus of
$107.2 million.
The Parent provides certain administrative, purchasing and other
services to each of its subsidiaries. The amounts charged to and
paid by the subsidiaries was $9.8 million,
$9.0 million, and $7.6 million in 2005, 2004, and
2003, respectively. In addition, the Parent has a formal
tax-sharing agreement with each of its insurance subsidiaries. A
net total of $3.1 million, $4.5 million and $0.9
million was paid to the Parent under the tax sharing agreements
in 2005, 2004, and 2003, respectively. Dividends were paid to
Atlantic American by its subsidiaries totaling
$13.2 million in 2005, $5.8 million in 2004, and
$5.7 million in 2003. As a result of the Parents tax
loss carryforwards, which totaled approximately
$14.3 million at December 31, 2005, it is anticipated
that the tax sharing agreements will continue to provide the
Parent with additional funds with which to meet its cash flow
obligations.
At December 31, 2005, the Companys $51.5 million of
borrowings consisted of $10.3 million of bank debt (the
Term Loan) with Wachovia and an aggregate of
$41.2 million of outstanding junior subordinated deferrable
interest debentures (Junior Subordinated
Debentures). The Term Loan requires the Company to pay
$0.5 million in principal on June 30 and $1.3 million
in principal on December 31 in each of 2006 and 2007, with
one final payment of $6.8 million at maturity on
June 30, 2008. The interest rate on the Term Loan is
equivalent to three-month LIBOR plus an applicable margin, and
was 6.53% at December 31, 2005. The margin varies based
upon the Companys leverage ratio (debt to total
capitalization, each as defined) and ranges from 1.75% to 2.50%.
The Term Loan requires the Company to comply with certain
covenants including, among others, ratios that relate funded
debt, as defined, to total capitalization and earnings before
interest, taxes, depreciation, and amortization
(EBITDA), as well as the maintenance of minimum
levels of tangible net worth. The Company must also comply with
limitations on capital expenditures, additional debt
obligations, equity repurchases and redemptions, as well as
minimum risk-based capital levels. During 2005, in accordance
with the Term Loan, the Company repaid $1.8 million in
principal, thereby reducing the outstanding principal amount of
the Term Loan to $10.3 million at December 31, 2005.
On February 28, 2006, the Company entered into a
$3.0 million credit agreement with Wachovia. This new
credit agreement (the Second Term Loan), the
proceeds of which were used for general corporate purposes,
matures on April 1, 2007, has the same interest rate,
covenants and collateral as the Term Loan. Effective
December 31, 2005, and February 28, 2006, the Term
Loan and the Second Term Loan, respectively, were amended. The
amendments were necessitated by the recorded impairment charge
taken on the Companys automotive sector fixed maturity
investments previously discussed. Approximately
$5.3 million of the total $10.7 million impairment
charge was the result of an impairment in the value of the
Companys investment in General Motors bonds. The
amendments to the Term Loan and Second Term Loan provide that
the definition of consolidated net
39
income, as calculated for the fourth quarter of 2005, excludes
the $5.3 million GM bond impairment. Further, the
definition of consolidated tangible net worth was amended to
exclude the after-tax impact of the same impairment. After
giving effect to the amendment to the December 31, 2005
ratio of funded debt to EBITDA, both as defined, the Company was
in compliance with the amended agreements. Various provisions
contained in the amendments extend through 2006, and the Company
believes it will be in compliance with all such provisions in
future periods.
The Company has formed two statutory business 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 Debentures. The outstanding
$41.2 million of Junior Subordinated Debentures mature in
2032 and 2033, respectively, are callable, in whole or in part,
only at the option of the Company five years after their
respective dates of issue and quarterly thereafter, 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,
2005, the effective interest rate was 8.44%. 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 trusts 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 intends to pay its obligations under the term loans
and the Junior Subordinated Debentures using dividend and tax
sharing payments from its subsidiaries, or from potential future
financing arrangements. In addition, the Company believes that,
if necessary, at maturity, the term loans can be refinanced with
the current lender, although there can be no assurance of the
terms or conditions of such a refinancing, or its availability.
At December 31, 2005, the Company had one series of
preferred stock outstanding, substantially all of which was held
by affiliates of the Companys chairman and principal
shareholders. The outstanding shares of Series B Preferred
Stock (Series B Preferred Stock) have a stated
value of $100 per share; accrue annual dividends at a rate
of $9.00 per share and are cumulative; in certain
circumstances may be convertible into an aggregate of
approximately 3,358,000 shares of common stock; and are
redeemable at the Companys option. The Series B
Preferred Stock is not currently convertible. At
December 31, 2005, the Company had accrued, but unpaid,
dividends on the Series B Preferred Stock totaling
$12.1 million.
Net cash provided by operating activities totaled
$11.3 million in 2005, $6.0 million in 2004, and
$13.9 million in 2003. Increased operating cash flow in
2005 as compared to 2004 was attributable to more aggressive
collection efforts related to reinsurance and other receivables.
The decrease in operating cash flows during 2004 was primarily
attributable to the collection of $7.6 million from a
reinsurance contract termination that occurred in 2003 and did
not reoccur during 2004. Also, the Company paid
$1.2 million in federal income tax deposits in 2004
compared to $0.5 million during 2003. Cash and short-term
investments increased from $41.0 million at
December 31, 2004 to $41.8 million at
December 31, 2005. During 2005, $1.8 million was used
for debt reduction and $0.1 million was used for treasury
share purchases, both of which were significantly lower than in
2004. During 2004, $3.0 million was used for debt
reduction, $0.5 million was used for the redemption of the
Companys series C preferred stock, and
$0.7 million was used for treasury share purchases.
Offsetting these 2004 decreases in cash and short-term
investments were net proceeds from the sale of equity securities
which did not reoccur in 2005. Cash and short-term investments
at December 31, 2005 of $41.8 million are believed to
be sufficient to meet the Companys near-term needs.
The Company believes that the cash flows it receives from its
subsidiaries and, if needed, additional borrowings from banks
and affiliates of the Company, will enable the Company to meet
its liquidity requirements for the foreseeable future.
Management is not aware of any current recommendations by
40
regulatory authorities which, if implemented, would have a
material adverse effect on the Companys liquidity, capital
resources or operations.
New Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 154, Accounting
Changes and Error Corrections, a replacement of Accounting
Principles Board (APB) Opinion No. 20 and
SFAS No. 3. SFAS 154 applies to all
voluntary changes in accounting principles and changes the
requirements of accounting for and reporting a change in
accounting principle and is effective for accounting changes and
corrections of errors made in fiscal years beginning after
December 15, 2005. SFAS No. 154 requires
retrospective application to prior periods financial
statements of a voluntary change in accounting principle unless
such application is impractical. APB Opinion No. 20
previously required that most voluntary changes in accounting
principle be recognized by including in net income, in the
period of the change, the cumulative effect of change to the new
accounting principle. The Company expects to adopt SFAS 154
on its effective date.
In March 2005, the Securities and Exchange Commission
(SEC) issued Staff Accounting
Bulletin No. 107 (SAB No. 107),
Share-Based Payment, providing guidance on stock
option valuation methods, the accounting for income tax effects
of share-based payment arrangements upon adoption of
SFAS No. 123R, and the disclosures in
managements discussion and analysis of financial condition
and results of operations section of reports or registration
statements subsequent to such adoption. The Company will provide
SAB No. 107 required disclosures upon adoption of
SFAS No. 123R on January 1, 2006.
In December 2004, the FASB issued SFAS No. 123
(revised 2004), Share-Based Payment
(SFAS No. 123R), which replaces
SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123) and
supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees. SFAS No. 123R requires all
companies to recognize compensation costs for share-based
payments to employees based on the grant-date fair value of the
award for financial statements. The pro forma disclosures
previously permitted under SFAS No. 123 will no longer
be an alternative to financial statement recognition. The
transition methods include both prospective and retrospective
adoption options. The Company will adopt SFAS No. 123R
during the first quarter of 2006 using the prospective method,
which requires that compensation expense be recorded for all
unvested stock-based awards, including those granted prior to
adoption of the fair value recognition provisions of
SFAS No. 123, at the beginning of the first quarter of
adoption of SFAS No. 123R. Currently, the Company does
not expect the adoption of SFAS 123R to have a material
impact on its financial condition or results of operations. The
further effect of adoption of SFAS 123R on future operating
results will depend on the levels of share-based payments
granted in the future, the groups of employees to whom awards
are granted, the terms of any future awards, as well as the
final methods and assumptions used to determine the fair value
of those share-base payments.
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 Companys
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 U.S. GAAP, are recorded
on the Companys balance sheet at an amount that differs
from the ultimate contractual obligation. See Note 6 of
Notes to Consolidated Financial Statements.
41
Contractual Obligations
The following table discloses the amounts of payments due under
specified contractual obligations, aggregated by category of
contractual obligation, for specified time periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period | |
|
|
| |
|
|
|
|
Less than | |
|
1-3 | |
|
3-5 | |
|
More than | |
|
|
Total | |
|
1 Year | |
|
Years | |
|
Years | |
|
5 Years | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Bank debt payable
|
|
$ |
10,250 |
|
|
$ |
1,750 |
|
|
$ |
8,500 |
|
|
$ |
|
|
|
$ |
|
|
Junior Subordinated Debentures
|
|
|
41,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,238 |
|
Interest payable(1)
|
|
|
94,414 |
|
|
|
4,027 |
|
|
|
7,507 |
|
|
|
6,749 |
|
|
|
76,131 |
|
Operating leases
|
|
|
5,540 |
|
|
|
983 |
|
|
|
2,178 |
|
|
|
1,826 |
|
|
|
553 |
|
Purchase commitments(2)
|
|
|
16,226 |
|
|
|
15,824 |
|
|
|
402 |
|
|
|
|
|
|
|
|
|
Losses and claims(3)
|
|
|
168,617 |
|
|
|
63,202 |
|
|
|
48,879 |
|
|
|
23,190 |
|
|
|
33,346 |
|
Future policy benefits(4)
|
|
|
51,356 |
|
|
|
8,146 |
|
|
|
15,863 |
|
|
|
14,926 |
|
|
|
12,421 |
|
Unearned premiums(5)
|
|
|
37,445 |
|
|
|
16,430 |
|
|
|
11,148 |
|
|
|
5,228 |
|
|
|
4,639 |
|
Other policy liabilities
|
|
|
5,499 |
|
|
|
5,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
430,585 |
|
|
$ |
115,861 |
|
|
$ |
94,477 |
|
|
$ |
51,919 |
|
|
$ |
168,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Interest payable is based on interest rates as of
December 31, 2005 and assumes that all debt remains
outstanding until its stated contractual maturity. The interest
rates on outstanding bank debt and trust preferred obligations
are variable and are equal to three-month LIBOR plus an
applicable predetermined margin. |
|
(2) |
Represents balances due for goods and/or services which have
been contractually committed as of December 31, 2005. To
the extent contracts provide for early termination with notice
but without penalty, only the amounts contractually due during
the notice period have been included. |
|
(3) |
Losses and claims include case reserves for reported claims and
reserves for claims incurred but not reported
(IBNR). While payments due on claim reserves are
considered contractual obligations because they relate to
insurance policies issued by the Company, the ultimate amount to
be paid to settle both case reserves and IBNR reserves is an
estimate, subject to significant uncertainty. The actual amount
to be paid is not determined until the Company reaches a
settlement with any applicable claimant. Final claim settlements
may vary significantly from the present estimates, particularly
since many claims will not be settled until well into the
future. In estimating the timing of future payments by year, the
Company has assumed that its historical payment patterns will
continue. However, the actual timing of future payments will
likely vary materially from these estimates due to, among other
things, changes in claim reporting and payment patterns and
large unanticipated settlements. Amounts reflected do not
include reinsurance amounts which may also be recoverable based
on the level of ultimate sustained loss. |
|
(4) |
Future policy benefits relate to life insurance policies on
which the Company is not currently making payments and will not
make future payments unless and until the occurrence of an
insurable event, such as a death or disability, or the
occurrence of a payment triggering event, such as a surrender of
a policy. Occurrence of any of these events is outside the
control of the Company and the payment estimates are based on
significant uncertainties such as mortality, morbidity,
expenses, persistency, investment returns, inflation and the
timing of payments. For regulatory purposes, the Company does
perform cash flow modeling of such liabilities, which is the
basis for the indicated disclosure; however, due to the
significance of the assumptions used, the amount presented could
materially differ from actual results. |
|
(5) |
Unearned premiums represent potential future revenue for the
Company; however, under certain circumstances, such premiums may
be refundable with cancellation of the underlying policy.
Significantly all unearned premiums will be earned within the
following twelve month period as the related future insurance
protection is provided. Significantly all costs related to such
unearned |
42
|
|
|
premiums have already been incurred and paid and are included in
deferred acquisition costs; however, future losses related to
the unearned premiums have not been recorded. The contractual
obligations related to unearned premiums reflected in the table
represent the average loss ratio applied to the year end
unearned premium balances, with loss payments projected in
comparable proportions to the year end loss and claims reserves.
Projecting future losses is subject to significant uncertainties
and the projected payments will most likely vary materially from
these estimates as a result of differences in future severity,
frequency and other anticipated and unanticipated factors.
Amounts reflected do not take into account reinsurance amounts
which may be recoverable based on the level of ultimate
sustained loss. |
Forward-Looking Statements
Certain of the statements contained herein are forward-looking
statements. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 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 Companys control and have
been made based upon managements 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 managements
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 outcome of various factors. These factors
include, among others, those discussed in the Risk
Factors section and: 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 Companys 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, including the possibility that the
Terrorism Risk Insurance Act of 2002 is not ultimately extended;
the potential effect of regulatory developments, including those
which could increase the Companys business costs and
required capital levels; the possibility of general economic and
business conditions that are less favorable than anticipated;
the Companys 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
second-injury trust funds and other mandatory pooling
arrangements. Many of such factors are beyond the Companys
ability to control or predict. As a result, the Companys
actual financial condition, results of operations and stock
price 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 7A. |
Quantitative and Qualitative Disclosures About Market
Risk |
Interest Rate and Market Risk
Due to the nature of the Companys business, it is exposed
to both interest rate and market risk. Changes in interest
rates, which represent the largest risk factor affecting the
Company, may result in changes in the fair value of the
Companys investments, cash flows and interest income and
expense. To manage this risk, the Company generally invests in
high quality fixed maturities and monitors levels of investments
in securities that are directly linked to loans or mortgages.
During 2005, the carrying value of the Companys
investments in fixed maturity securities of General Motors
Acceptance Corporation, General Motors Corporation, and Ford
Motor Credit Company decreased from December 31, 2004
primarily as a result of changes in the credit risk of the
issuers. The carrying amount of these fixed
43
maturity investments at December 31, 2005 was
$27.8 million with an original cost basis of
$38.5 million. Subsequent to recording the impairment
charge, the revised cost basis of such investments is
$27.8 million.
The Company is also subject to risk from changes in equity
prices. Atlantic American owned $22.9 million of common
stock of Wachovia Corporation at December 31, 2005. A 10%
decrease in the share price of the common stock of Wachovia
Corporation would result in a decrease of approximately
$1.5 million to shareholders equity.
The table below summarizes the estimated fair values that might
result from changes in interest rates of the Companys
fixed maturity portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+200bp | |
|
+100bp | |
|
Fair Value | |
|
-100bp | |
|
-200bp | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
December 31, 2005
|
|
$ |
204,862 |
|
|
$ |
217,571 |
|
|
$ |
231,907 |
|
|
$ |
248,149 |
|
|
$ |
266,636 |
|
December 31, 2004
|
|
$ |
199,727 |
|
|
$ |
213,618 |
|
|
$ |
229,465 |
|
|
$ |
247,657 |
|
|
$ |
268,611 |
|
The Company is also subject to risk from changes in equity
prices. The table below summarizes the effect that a change in
share price would have on the value of the Companys equity
portfolio, including the Companys single largest equity
holding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+20% | |
|
+10% | |
|
Fair Value | |
|
-10% | |
|
-20% | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Wachovia Corporation
|
|
$ |
27,441 |
|
|
$ |
25,154 |
|
|
$ |
22,867 |
|
|
$ |
20,580 |
|
|
$ |
18,293 |
|
Other equity holdings
|
|
|
15,889 |
|
|
|
14,565 |
|
|
|
13,241 |
|
|
|
11,917 |
|
|
|
10,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity holdings
|
|
$ |
43,330 |
|
|
$ |
39,719 |
|
|
$ |
36,108 |
|
|
$ |
32,497 |
|
|
$ |
28,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Wachovia Corporation
|
|
$ |
27,306 |
|
|
$ |
25,030 |
|
|
$ |
22,755 |
|
|
$ |
20,479 |
|
|
$ |
18,204 |
|
Other equity holdings
|
|
|
18,782 |
|
|
|
17,218 |
|
|
|
15,652 |
|
|
|
14,087 |
|
|
|
12,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity holdings
|
|
$ |
46,088 |
|
|
$ |
42,248 |
|
|
$ |
38,407 |
|
|
$ |
34,566 |
|
|
$ |
30,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The interest rate on the Companys debt is variable and
based on LIBOR. The table below summarizes the effect that
changes in interest rates would have on the Companys
interest expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense | |
|
|
|
Interest Expense | |
|
|
| |
|
|
|
| |
|
|
+200bp | |
|
+100bp | |
|
Debt | |
|
-100bp | |
|
-200bp | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
December 31, 2005
|
|
$ |
1,005 |
|
|
$ |
503 |
|
|
$ |
51,488 |
|
|
$ |
(503 |
) |
|
$ |
(1,005 |
) |
December 31, 2004
|
|
$ |
1,040 |
|
|
$ |
520 |
|
|
$ |
53,238 |
|
|
$ |
(520 |
) |
|
$ |
(1,040 |
) |
On February 21, 2006, the Company entered into a zero cost
rate collar with Wachovia 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 floor rate of 4.77%
and a cap rate of 5.85% on LIBOR and adjusts quarterly on the
4th of each March, June, September and December through
termination on March 4, 2013.
44
|
|
Item 8. |
Financial Statements and Supplementary Data |
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page | |
|
|
| |
ATLANTIC AMERICAN CORPORATION
|
|
|
|
|
|
|
|
46 |
|
|
|
|
47 |
|
|
|
|
48 |
|
|
|
|
49 |
|
|
|
|
50 |
|
|
|
|
51 |
|
45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
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, 2005 and 2004, and
the related consolidated statements of operations,
stockholders equity, and cash flows for each of the three
years in the period ended December 31, 2005. Our audits
also included the financial statement schedules listed in the
Index at Item 15. These financial statements and financial
statement schedules are the responsibility of the Companys
management. Our responsibility is to express an opinion on the
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 Companys 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.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Atlantic American Corporation and subsidiaries at
December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2005, in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, such 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.
Atlanta, Georgia
March 31, 2006
46
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(Dollars in thousands, | |
|
|
except per share data) | |
ASSETS |
Cash and cash equivalents, including short-term investments of
$27,726 and $23,073 in 2005 and 2004, respectively
|
|
$ |
41,776 |
|
|
$ |
40,958 |
|
Investments
|
|
|
276,968 |
|
|
|
279,035 |
|
Receivables:
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
|
57,406 |
|
|
|
62,854 |
|
|
Other, net of allowance for doubtful accounts of $1,501 and
$1,677 in 2005 and 2004, respectively
|
|
|
37,643 |
|
|
|
47,127 |
|
Deferred income taxes, net
|
|
|
7,099 |
|
|
|
476 |
|
Deferred acquisition costs
|
|
|
27,835 |
|
|
|
30,358 |
|
Other assets
|
|
|
8,682 |
|
|
|
6,695 |
|
Goodwill
|
|
|
3,008 |
|
|
|
3,008 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
460,417 |
|
|
$ |
470,511 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Insurance reserves and policyholder funds
|
|
$ |
286,351 |
|
|
$ |
292,287 |
|
Accounts payable and accrued expenses
|
|
|
35,125 |
|
|
|
36,026 |
|
Payable for securities
|
|
|
7,000 |
|
|
|
|
|
Debt payable
|
|
|
51,488 |
|
|
|
53,238 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
379,964 |
|
|
|
381,551 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $1 par, 4,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
Series B preferred, 134,000 shares issued and
outstanding; $13,400 redemption value
|
|
|
134 |
|
|
|
134 |
|
Common stock, $1 par, 50,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
21,412,138 shares issued in 2005 and 2004 and
21,383,255 shares outstanding in 2005 and
21,212,925 shares outstanding in 2004
|
|
|
21,412 |
|
|
|
21,412 |
|
Additional paid-in capital
|
|
|
48,947 |
|
|
|
50,369 |
|
Retained earnings (accumulated deficit)
|
|
|
(2,780 |
) |
|
|
462 |
|
Unearned compensation
|
|
|
(22 |
) |
|
|
(22 |
) |
Accumulated other comprehensive income
|
|
|
12,846 |
|
|
|
17,207 |
|
Treasury stock, at cost, 28,883 shares in 2005 and
199,213 shares in 2004
|
|
|
(84 |
) |
|
|
(602 |
) |
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
80,453 |
|
|
|
88,960 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
460,417 |
|
|
$ |
470,511 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
47
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands, except | |
|
|
per share data) | |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums
|
|
$ |
177,593 |
|
|
$ |
170,860 |
|
|
$ |
154,712 |
|
|
Investment income
|
|
|
16,685 |
|
|
|
15,860 |
|
|
|
15,628 |
|
|
Other income
|
|
|
1,263 |
|
|
|
1,183 |
|
|
|
900 |
|
|
Realized investment gains (losses), net
|
|
|
(10,456 |
) |
|
|
2,199 |
|
|
|
360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
185,085 |
|
|
|
190,102 |
|
|
|
171,600 |
|
|
|
|
|
|
|
|
|
|
|
Benefits and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance benefits and losses incurred
|
|
|
115,676 |
|
|
|
113,077 |
|
|
|
102,343 |
|
|
Commissions and underwriting expenses
|
|
|
58,376 |
|
|
|
56,089 |
|
|
|
46,807 |
|
|
Interest expense
|
|
|
3,611 |
|
|
|
3,071 |
|
|
|
3,120 |
|
|
Other
|
|
|
14,887 |
|
|
|
13,544 |
|
|
|
12,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total benefits and expenses
|
|
|
192,550 |
|
|
|
185,781 |
|
|
|
165,075 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax benefit
|
|
|
(7,465 |
) |
|
|
4,321 |
|
|
|
6,525 |
|
Income tax benefit
|
|
|
4,290 |
|
|
|
696 |
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
(3,175 |
) |
|
|
5,017 |
|
|
|
6,844 |
|
Preferred stock dividends
|
|
|
(1,206 |
) |
|
|
(1,216 |
) |
|
|
(1,349 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stock
|
|
$ |
(4,381 |
) |
|
$ |
3,801 |
|
|
$ |
5,495 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share:
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.26 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share:
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.25 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
48
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained | |
|
|
|
Accumulated | |
|
|
|
|
|
|
|
|
|
|
Additional | |
|
Earnings | |
|
|
|
Other | |
|
|
|
|
|
|
Preferred | |
|
Common | |
|
Paid-In | |
|
(Accumulated | |
|
Unearned | |
|
Comprehensive | |
|
Treasury | |
|
|
|
|
Stock | |
|
Stock | |
|
Capital | |
|
Deficit) | |
|
Compensation | |
|
Income | |
|
Stock | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Balance, December 31, 2002
|
|
|
159 |
|
|
|
21,412 |
|
|
|
55,204 |
|
|
|
(11,270 |
) |
|
|
(30 |
) |
|
|
13,143 |
|
|
|
(78 |
) |
|
|
78,540 |
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,844 |
|
|
|
Increase in unrealized investment gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,453 |
|
|
|
|
|
|
|
7,453 |
|
|
|
Fair value adjustment to interest rate swap
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
470 |
|
|
|
|
|
|
|
470 |
|
|
|
Deferred income tax attributable to other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,773 |
) |
|
|
|
|
|
|
(2,773 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,994 |
|
|
Preferred stock redeemed
|
|
|
(20 |
) |
|
|
|
|
|
|
(1,980 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,000 |
) |
|
Dividends accrued on preferred stock
|
|
|
|
|
|
|
|
|
|
|
(1,349 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,349 |
) |
|
Deferred share compensation expense
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
Restricted stock grants
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
67 |
|
|
|
|
|
|
Amortization of unearned compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
74 |
|
|
Acquisition of 371,582 shares for treasury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(698 |
) |
|
|
(698 |
) |
|
Issuance of 154,262 shares for employee benefit plans and
stock options
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
259 |
|
|
|
280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003
|
|
|
139 |
|
|
|
21,412 |
|
|
|
51,978 |
|
|
|
(4,457 |
) |
|
|
(22 |
) |
|
|
18,293 |
|
|
|
(450 |
) |
|
|
86,893 |
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,017 |
|
|
|
Decrease in unrealized investment gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,985 |
) |
|
|
|
|
|
|
(1,985 |
) |
|
|
Fair value adjustment to interest rate swap
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445 |
|
|
|
|
|
|
|
445 |
|
|
|
Minimum pension liability adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
(131 |
) |
|
|
Deferred income tax attributable to other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585 |
|
|
|
|
|
|
|
585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,931 |
|
|
Preferred stock redeemed
|
|
|
(5 |
) |
|
|
|
|
|
|
(495 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(500 |
) |
|
Dividends accrued on preferred stock
|
|
|
|
|
|
|
|
|
|
|
(1,216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,216 |
) |
|
Deferred share compensation expense
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
Restricted stock grants
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
(176 |
) |
|
|
|
|
|
|
158 |
|
|
|
|
|
|
Amortization of unearned compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
176 |
|
|
Acquisition of 248,290 shares for treasury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(747 |
) |
|
|
(747 |
) |
|
Issuance of 199,599 shares for employee benefit plans and
stock options
|
|
|
|
|
|
|
|
|
|
|
57 |
|
|
|
(98 |
) |
|
|
|
|
|
|
|
|
|
|
437 |
|
|
|
396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
$ |
134 |
|
|
$ |
21,412 |
|
|
$ |
50,369 |
|
|
$ |
462 |
|
|
$ |
(22 |
) |
|
$ |
17,207 |
|
|
$ |
(602 |
) |
|
$ |
88,960 |
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,175 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,175 |
) |
|
|
Decrease in unrealized investment gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,549 |
) |
|
|
|
|
|
|
(6,549 |
) |
|
|
Minimum pension liability adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160 |
) |
|
|
|
|
|
|
(160 |
) |
|
|
Deferred income tax attributable to other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,348 |
|
|
|
|
|
|
|
2,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,536 |
) |
|
Dividends accrued on preferred stock
|
|
|
|
|
|
|
|
|
|
|
(1,206 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,206 |
) |
|
Deferred share compensation expense
|
|
|
|
|
|
|
|
|
|
|
(201 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
|
240 |
|
|
|
(1 |
) |
|
Restricted stock grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
66 |
|
|
|
|
|
|
Amortization of unearned compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
66 |
|
|
Acquisition of 45,619 shares for treasury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(132 |
) |
|
|
(132 |
) |
|
Issuance of 194,026 shares for employee benefit plans and
stock options
|
|
|
|
|
|
|
|
|
|
|
(15 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
344 |
|
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
|
$ |
134 |
|
|
$ |
21,412 |
|
|
$ |
48,947 |
|
|
$ |
(2,780 |
) |
|
$ |
(22 |
) |
|
$ |
12,846 |
|
|
$ |
(84 |
) |
|
$ |
80,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
49
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(3,175 |
) |
|
$ |
5,017 |
|
|
$ |
6,844 |
|
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred acquisition costs
|
|
|
26,264 |
|
|
|
22,846 |
|
|
|
18,478 |
|
|
Acquisition costs deferred
|
|
|
(23,741 |
) |
|
|
(25,208 |
) |
|
|
(20,552 |
) |
|
Realized investment losses (gains), net
|
|
|
10,456 |
|
|
|
(2,199 |
) |
|
|
(360 |
) |
|
(Decrease) increase in insurance reserves and policyholder funds
|
|
|
(5,936 |
) |
|
|
27,094 |
|
|
|
9,610 |
|
|
Compensation expense related to share awards
|
|
|
65 |
|
|
|
203 |
|
|
|
126 |
|
|
Depreciation and amortization
|
|
|
1,079 |
|
|
|
1,361 |
|
|
|
1,138 |
|
|
Deferred income tax benefit
|
|
|
(4,275 |
) |
|
|
(834 |
) |
|
|
(1,163 |
) |
|
Decrease (increase) in receivables, net
|
|
|
14,932 |
|
|
|
(26,024 |
) |
|
|
5,759 |
|
|
(Decrease) increase in other liabilities
|
|
|
(2,268 |
) |
|
|
1,364 |
|
|
|
(6,076 |
) |
|
Other, net
|
|
|
(2,134 |
) |
|
|
2,406 |
|
|
|
111 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
11,267 |
|
|
|
6,026 |
|
|
|
13,915 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from investments sold
|
|
|
44,606 |
|
|
|
45,924 |
|
|
|
20,914 |
|
|
Proceeds from investments matured, called or redeemed
|
|
|
56,778 |
|
|
|
58,645 |
|
|
|
92,690 |
|
|
Investments purchased
|
|
|
(109,310 |
) |
|
|
(100,645 |
) |
|
|
(136,804 |
) |
|
Additions to property and equipment
|
|
|
(675 |
) |
|
|
(575 |
) |
|
|
(425 |
) |
|
Acquired insurance reserves and policy funds (Note 3)
|
|
|
|
|
|
|
1,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(8,601 |
) |
|
|
4,797 |
|
|
|
(23,625 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of junior subordinated debentures
|
|
|
|
|
|
|
|
|
|
|
21,824 |
|
|
Preferred stock redemption
|
|
|
|
|
|
|
(500 |
) |
|
|
(2,000 |
) |
|
Preferred stock dividends paid
|
|
|
|
|
|
|
(10 |
) |
|
|
(143 |
) |
|
Proceeds from exercise of stock options
|
|
|
34 |
|
|
|
154 |
|
|
|
25 |
|
|
Purchase of treasury shares
|
|
|
(132 |
) |
|
|
(747 |
) |
|
|
(396 |
) |
|
Repayments of debt
|
|
|
(1,750 |
) |
|
|
(3,000 |
) |
|
|
(17,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(1,848 |
) |
|
|
(4,103 |
) |
|
|
2,310 |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
818 |
|
|
|
6,720 |
|
|
|
(7,400 |
) |
|
Cash and cash equivalents at beginning of year
|
|
|
40,958 |
|
|
|
34,238 |
|
|
|
41,638 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
41,776 |
|
|
$ |
40,958 |
|
|
$ |
34,238 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$ |
3,470 |
|
|
$ |
3,189 |
|
|
$ |
3,285 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$ |
317 |
|
|
$ |
1,218 |
|
|
$ |
537 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
50
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, the
Company). All significant intercompany accounts and
transactions have been eliminated in consolidation.
At December 31, 2005, the Parent had five 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), Association Casualty Insurance Company and
Georgia Casualty & Surety Company (Georgia
Casualty), in addition to two non-insurance subsidiaries,
Association Risk Management General Agency, Inc., and
Self-Insurance Administrators, Inc. (SIA, Inc.).
Association Casualty Insurance Company and Association Risk
Management General Agency, Inc. are together termed
Association Casualty.
|
|
|
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 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 policy benefit reserves. 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. 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 represents the excess of cost over fair value of net
assets acquired. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets, goodwill 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
Companys recorded goodwill was identified during any of
the periods presented.
The Companys investments in both fixed maturity
securities, 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
51
from amortized cost reflected in shareholders equity as a
component of accumulated other comprehensive income. The fair
values for fixed maturity 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
nationally quoted market prices, or independent broker
quotations. Certain non-redeemable preferred stocks that do not
have quoted values are carried at estimated fair value as
determined by management. With the exception of short-term
securities for which amortized cost is predominately used to
approximate fair value, security prices are first sought from
NAIC pricing services with the remaining unpriced securities
submitted to brokers for prices. Mortgage loans, policy and
student 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. Those which are publicly traded are carried at
estimated fair value and the others 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, 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. In evaluating impairment, the
Company considers, among other factors, the expected holding
period, the nature of the investment and the prospects for the
company and its industry. 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.
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 managements
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 each period.
Diluted earnings per common share are based on the weighted
average number of common shares outstanding during each period,
plus common shares calculated for stock options and share awards
outstanding using the treasury stock method and assumed
conversion of the Series B Preferred Stock, if dilutive.
Unless otherwise indicated, earnings per common share amounts
are presented on a diluted basis.
Stock options are reported under the recognition and measurement
principles of Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to
Employees instead of the fair value approach recommended
in SFAS No. 123 Accounting for Stock-Based
Compensation, as amended by SFAS 148,
Accounting for Stock-Based Compensation-Transition and
Disclosure. Accordingly, no stock-based employee
compensation cost attributable to stock options is reflected in
net income, as all stock options granted have an exercise price
equal to the market value of the underlying common stock on the
date of grant. Pro forma net income (loss) and net income (loss)
per common share were determined as if the Company had accounted
for its employee stock options under the fair value method of
SFAS No. 123. The fair value of these options was
estimated at the date of grant using an options pricing model,
which requires the input of subjective assumptions, including
the volatility of the stock price. If the
52
Company had applied the fair value recognition provisions of
SFAS No. 123 to stock-based employee compensation, the
Companys net income (loss) and net income (loss) per share
would have been as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Net income (loss), as reported
|
|
$ |
(3,175 |
) |
|
$ |
5,017 |
|
|
$ |
6,844 |
|
Add: Stock-based employee compensation expense included in
reported net income(loss), net of tax
|
|
|
42 |
|
|
|
132 |
|
|
|
82 |
|
Deduct: Total stock-based employee compensation expense
determined under fair value based method, net of tax
|
|
|
(144 |
) |
|
|
(344 |
) |
|
|
(280 |
) |
|
|
|
|
|
|
|
|
|
|
Pro forma net income (loss)
|
|
$ |
(3,277 |
) |
|
$ |
4,805 |
|
|
$ |
6,646 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic as reported
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.26 |
|
Basic pro forma
|
|
$ |
(.21 |
) |
|
$ |
.17 |
|
|
$ |
.25 |
|
Diluted as reported
|
|
$ |
(.21 |
) |
|
$ |
.18 |
|
|
$ |
.25 |
|
Diluted pro forma
|
|
$ |
(.21 |
) |
|
$ |
.17 |
|
|
$ |
.25 |
|
The resulting pro forma compensation cost may not be
representative of that to be expected in future years.
|
|
|
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.
|
|
|
Impact of Recently Issued Accounting Standards |
In May 2005, the Financial Accounting Standards Board
(FASB) issued SFAS No. 154,
Accounting Changes and Error Corrections, a replacement of
APB Opinion No. 20 and SFAS No. 3.
SFAS 154 applies to all voluntary changes in accounting
principles and changes the requirements of accounting for and
reporting a change in accounting principle and is effective for
accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.
SFAS No. 154 requires retrospective application to
prior periods financial statements of a voluntary change
in accounting principle unless such application is impractical.
APB Opinion No. 20 previously required that most voluntary
changes in accounting principle be recognized by including in
net income, in the period of the change, the cumulative effect
of change to the new accounting principle. The Company expects
to adopt SFAS 154 on its effective date.
In March 2005, the Securities and Exchange Commission
(SEC) issued Staff Accounting
Bulletin No. 107 (SAB No. 107),
Share-Based Payment, providing guidance on stock
option valuation methods, the accounting for income tax effects
of share-based payment arrangements upon adoption of
SFAS No. 123R, and the disclosures in
managements discussion and analysis of financial condition
and results of operations section of reports or registration
statements subsequent to such adoption. The Company will provide
SAB No. 107 required disclosures upon adoption of
SFAS No. 123R on January 1, 2006.
In December 2004, the FASB issued SFAS No. 123
(revised 2004), Share-Based Payment
(SFAS No. 123R), which replaces
SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123) and
supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees. SFAS No. 123R requires all
companies to recognize compensation costs for share-based
payments to employees based on the grant-date fair value of the
award for financial statements. The pro forma disclosures
previously permitted under SFAS No. 123 will no longer
be an alternative to financial statement recognition. The
transition methods include both prospective and retrospective
adoption options. The Company will adopt SFAS No. 123R
during the first quarter of 2006 using the prospective method,
53
which requires that compensation expense be recorded for all
unvested stock-based awards, including those granted prior to
adoption of the fair value recognition provisions of
SFAS No. 123, at the beginning of the first quarter of
adoption of SFAS No. 123R. Currently, the Company does
not expect the adoption of SFAS 123R to have a material
impact on its financial condition or results of operations. The
further effect of adoption of SFAS 123R on future operating
results will depend on the levels of share-based payments
granted in the future, the groups of employees to whom awards
are granted, the terms of any future awards, as well as the
final methods and assumptions used to determine the fair value
of those share-base payments.
|
|
|
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, pension benefits, commitments and contingencies,
among others, and actual results could differ from
managements estimates.
Investments were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
|
| |
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
Carrying | |
|
Unrealized | |
|
Unrealized | |
|
Amortized | |
|
|
Value | |
|
Gains | |
|
Losses | |
|
Cost | |
|
|
| |
|
| |
|
| |
|
| |
Fixed Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government agencies and authorities
|
|
$ |
139,113 |
|
|
$ |
286 |
|
|
$ |
1,919 |
|
|
$ |
140,746 |
|
|
Obligations of states and political subdivisions
|
|
|
1,037 |
|
|
|
35 |
|
|
|
|
|
|
|
1,002 |
|
|
Corporate securities
|
|
|
66,072 |
|
|
|
1,441 |
|
|
|
361 |
|
|
|
64,992 |
|
|
Mortgage-backed securities (government guaranteed)
|
|
|
2,459 |
|
|
|
29 |
|
|
|
24 |
|
|
|
2,454 |
|
|
Redeemable preferred stocks
|
|
|
23,226 |
|
|
|
200 |
|
|
|
344 |
|
|
|
23,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities
|
|
|
231,907 |
|
|
|
1,991 |
|
|
|
2,648 |
|
|
|
232,564 |
|
Common and non-redeemable preferred stocks
|
|
|
36,108 |
|
|
|
20,800 |
|
|
|
90 |
|
|
|
15,398 |
|
Other invested assets (estimated fair value of $4,887)
|
|
|
3,660 |
|
|
|
1 |
|
|
|
|
|
|
|
3,659 |
|
Mortgage loans (estimated fair value of $2,664)
|
|
|
1,941 |
|
|
|
|
|
|
|
|
|
|
|
1,941 |
|
Policy and student loans
|
|
|
2,076 |
|
|
|
|
|
|
|
|
|
|
|
2,076 |
|
Real estate
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
38 |
|
Investment in unconsolidated trusts
|
|
|
1,238 |
|
|
|
|
|
|
|
|
|
|
|
1,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
276,968 |
|
|
|
22,792 |
|
|
|
2,738 |
|
|
|
256,914 |
|
Short-term investments
|
|
|
27,726 |
|
|
|
|
|
|
|
|
|
|
|
27,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$ |
304,694 |
|
|
$ |
22,792 |
|
|
$ |
2,738 |
|
|
$ |
284,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
|
| |
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
Carrying | |
|
Unrealized | |
|
Unrealized | |
|
Amortized | |
|
|
Value | |
|
Gains | |
|
Losses | |
|
Cost | |
|
|
| |
|
| |
|
| |
|
| |
Fixed Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government agencies and authorities
|
|
$ |
122,670 |
|
|
$ |
767 |
|
|
$ |
934 |
|
|
$ |
122,837 |
|
|
Obligations of states and political subdivisions
|
|
|
1,144 |
|
|
|
72 |
|
|
|
|
|
|
|
1,072 |
|
|
Corporate securities
|
|
|
77,566 |
|
|
|
3,179 |
|
|
|
1,086 |
|
|
|
75,473 |
|
|
Mortgage-backed securities (government guaranteed)
|
|
|
3,185 |
|
|
|
92 |
|
|
|
|
|
|
|
3,093 |
|
|
Redeemable preferred stocks
|
|
|
24,900 |
|
|
|
942 |
|
|
|
94 |
|
|
|
24,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities
|
|
|
229,465 |
|
|
|
5,052 |
|
|
|
2,114 |
|
|
|
226,527 |
|
Common and non-redeemable preferred stocks
|
|
|
38,407 |
|
|
|
23,708 |
|
|
|
42 |
|
|
|
14,741 |
|
Other invested assets
|
|
|
4,569 |
|
|
|
|
|
|
|
1 |
|
|
|
4,570 |
|
Mortgage loans (estimated fair value of $3,602)
|
|
|
2,997 |
|
|
|
|
|
|
|
|
|
|
|
2,997 |
|
Policy and student loans
|
|
|
2,321 |
|
|
|
|
|
|
|
|
|
|
|
2,321 |
|
Real estate
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
38 |
|
Investment in unconsolidated trusts
|
|
|
1,238 |
|
|
|
|
|
|
|
|
|
|
|
1,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,035 |
|
|
|
28,760 |
|
|
|
2,157 |
|
|
|
252,432 |
|
Short-term investments
|
|
|
23,073 |
|
|
|
|
|
|
|
|
|
|
|
23,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$ |
302,108 |
|
|
$ |
28,760 |
|
|
$ |
2,157 |
|
|
$ |
275,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds and short-term investments having an amortized cost of
$17,861 and $17,194 were on deposit with insurance regulatory
authorities at December 31, 2005 and 2004, respectively, in
accordance with statutory requirements.
Securities with unrealized losses at December 31, 2005 and
2004 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
|
| |
|
|
Less than 12 months | |
|
12 months or longer | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Fair | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
|
Value | |
|
Losses | |
|
Value | |
|
Losses | |
|
Value | |
|
Losses | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
U.S. Treasury securities and obligations of
U.S. Government agencies and authorities
|
|
$ |
85,191 |
|
|
$ |
1,215 |
|
|
$ |
36,406 |
|
|
$ |
728 |
|
|
$ |
121,597 |
|
|
$ |
1,943 |
|
Corporate securities
|
|
|
7,044 |
|
|
|
185 |
|
|
|
5,102 |
|
|
|
176 |
|
|
|
12,146 |
|
|
|
361 |
|
Redeemable preferred stocks
|
|
|
4,282 |
|
|
|
169 |
|
|
|
5,543 |
|
|
|
175 |
|
|
|
9,825 |
|
|
|
344 |
|
Common and non-redeemable preferred stocks
|
|
|
2,795 |
|
|
|
61 |
|
|
|
794 |
|
|
|
29 |
|
|
|
3,589 |
|
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporary impaired securities
|
|
$ |
99,312 |
|
|
$ |
1,630 |
|
|
$ |
47,845 |
|
|
$ |
1,108 |
|
|
$ |
147,157 |
|
|
$ |
2,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
|
| |
|
|
Less than 12 months | |
|
12 months or longer | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Fair | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
|
Value | |
|
Losses | |
|
Value | |
|
Losses | |
|
Value | |
|
Losses | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
U.S. Treasury securities and obligations of
U.S. Government agencies and authorities
|
|
$ |
31,218 |
|
|
$ |
103 |
|
|
$ |
37,964 |
|
|
$ |
831 |
|
|
$ |
69,182 |
|
|
$ |
934 |
|
Corporate securities
|
|
|
20,137 |
|
|
|
474 |
|
|
|
6,725 |
|
|
|
612 |
|
|
|
26,862 |
|
|
|
1,086 |
|
Redeemable preferred stocks
|
|
|
4,528 |
|
|
|
71 |
|
|
|
1,104 |
|
|
|
23 |
|
|
|
5,632 |
|
|
|
94 |
|
Common and non-redeemable preferred stocks
|
|
|
780 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
780 |
|
|
|
42 |
|
Other invested assets
|
|
|
4,569 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
4,569 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporary impaired securities
|
|
$ |
61,232 |
|
|
$ |
691 |
|
|
$ |
45,793 |
|
|
$ |
1,466 |
|
|
$ |
107,025 |
|
|
$ |
2,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market changes in interest rates and credit spreads result in
changes in the fair values of investments and are accumulated
and reported as unrealized gains and losses. The majority of the
unrealized losses at both December 31, 2005 and 2004 were
primarily attributable to increases in interest yields on
comparable investments.
Excluding U.S. Treasury securities and obligations of
U.S. Government agencies and authorities, the change in
value of which is deemed solely related to interest rate
movements; the Company held investments in less than 30 and 20
issuers which had unrealized investment losses at
December 31, 2005 and 2004, respectively. At
December 31, 2005, the Company had investments exceeding
$1,000 in the redeemable preferred stocks of JP Morgan Chase and
Viacom with temporary impairments not exceeding 7% of the
carrying value. At December 31, 2004, the Company had one
corporate security investment in Converium, a Swiss based
independent international multi-line reinsurer, with a temporary
impairment exceeding 10% of the carrying value. The Company
continues to monitor these, and all other investments, but
believes the impairment to be temporary.
During the years ended, December 31, 2005, 2004, and 2003,
the Company recorded impairments related to the following
investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Corporate bonds(1)
|
|
$ |
9,492 |
|
|
$ |
|
|
|
$ |
|
|
Redeemable preferred stocks(1)
|
|
$ |
1,274 |
|
|
$ |
281 |
|
|
$ |
|
|
Common stocks
|
|
$ |
|
|
|
$ |
179 |
|
|
$ |
995 |
|
Other invested assets
|
|
$ |
|
|
|
$ |
|
|
|
$ |
159 |
|
|
|
(1) |
Includes automotive sector impairments of $10.7 million in
2005, primarily from holdings in General Motors and related
entities. |
As part of the Companys ongoing investment review, the
Company has reviewed its investment portfolio and concluded that
there were no additional investments with other than temporary
impairments as of December 31, 2005 or 2004. The evaluation
for other than temporary impairments 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. The risks and
uncertainties include changes in general economic conditions,
the issuers financial condition or near term recovery
prospects and the effects of changes in interest rates. Due to
the issuers continued satisfaction of the investment
obligations in accordance with their contractual terms, if
applicable, and managements expectation that they will
continue to do so, managements intent and ability to hold
these securities, as well as the evaluation of the fundamentals
of the issuers financial condition and other objective
evidence, the Company believes that unrealized losses on
investments at December 31, 2005 and 2004 were temporary.
56
The amortized cost and carrying value of fixed maturities and
short-term investments at December 31, 2005 by contractual
maturity were as follows. Actual maturities may differ from
contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment
penalties.
|
|
|
|
|
|
|
|
|
|
|
|
Carrying | |
|
Amortized | |
|
|
Value | |
|
Cost | |
|
|
| |
|
| |
Due in one year or less
|
|
$ |
42,266 |
|
|
$ |
42,390 |
|
Due after one year through five years
|
|
|
26,772 |
|
|
|
26,554 |
|
Due after five years through ten years
|
|
|
36,600 |
|
|
|
36,485 |
|
Due after ten years
|
|
|
151,536 |
|
|
|
152,407 |
|
Varying maturities
|
|
|
2,459 |
|
|
|
2,454 |
|
|
|
|
|
|
|
|
|
Totals
|
|
$ |
259,633 |
|
|
$ |
260,290 |
|
|
|
|
|
|
|
|
Investment income was earned from the following sources:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Fixed maturities
|
|
$ |
13,026 |
|
|
$ |
13,403 |
|
|
$ |
13,726 |
|
Common and non-redeemable preferred stocks
|
|
|
2,056 |
|
|
|
1,438 |
|
|
|
1,137 |
|
Mortgage loans
|
|
|
250 |
|
|
|
285 |
|
|
|
299 |
|
Short-term investments
|
|
|
920 |
|
|
|
329 |
|
|
|
239 |
|
Other
|
|
|
433 |
|
|
|
405 |
|
|
|
227 |
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
16,685 |
|
|
|
15,860 |
|
|
|
15,628 |
|
|
Less investment expenses
|
|
|
(225 |
) |
|
|
(220 |
) |
|
|
(269 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
16,460 |
|
|
$ |
15,640 |
|
|
$ |
15,359 |
|
|
|
|
|
|
|
|
|
|
|
A summary of realized investment gains (losses) follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
|
| |
|
|
|
|
Fixed | |
|
Other Invested |
|
|
|
|
Stocks | |
|
Maturities | |
|
Assets |
|
Total | |
|
|
| |
|
| |
|
|
|
| |
Gains
|
|
$ |
1,517 |
|
|
$ |
132 |
|
|
$ |
|
|
|
$ |
1,649 |
|
Losses
|
|
|
(679 |
) |
|
|
(11,426 |
) |
|
|
|
|
|
|
(12,105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total realized investment gains (losses) net
|
|
$ |
838 |
|
|
$ |
(11,294 |
) |
|
$ |
|
|
|
$ |
(10,456 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
|
| |
|
|
|
|
Fixed | |
|
Other Invested |
|
|
|
|
Stocks | |
|
Maturities | |
|
Assets |
|
Total | |
|
|
| |
|
| |
|
|
|
| |
Gains
|
|
$ |
1,432 |
|
|
$ |
1,699 |
|
|
$ |
|
|
|
$ |
3,131 |
|
Losses
|
|
|
(205 |
) |
|
|
(727 |
) |
|
|
|
|
|
|
(932 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total realized investment gains (losses) net
|
|
$ |
1,227 |
|
|
$ |
972 |
|
|
$ |
|
|
|
$ |
2,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
|
| |
|
|
|
|
Fixed | |
|
Other Invested | |
|
|
|
|
Stocks | |
|
Maturities | |
|
Assets | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Gains
|
|
$ |
297 |
|
|
$ |
1,257 |
|
|
$ |
100 |
|
|
$ |
1,654 |
|
Losses
|
|
|
(995 |
) |
|
|
(123 |
) |
|
|
(176 |
) |
|
|
(1,294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total realized investment gains (losses) net
|
|
$ |
(698 |
) |
|
$ |
1,134 |
|
|
$ |
(76 |
) |
|
$ |
360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
Proceeds from the sale of investments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Common and non-redeemable preferred stocks
|
|
$ |
19,942 |
|
|
$ |
14,216 |
|
|
$ |
1,572 |
|
Fixed maturities
|
|
|
23,314 |
|
|
|
31,305 |
|
|
|
18,344 |
|
Student loans
|
|
|
245 |
|
|
|
55 |
|
|
|
34 |
|
Other investments
|
|
|
1,105 |
|
|
|
348 |
|
|
|
964 |
|
|
|
|
|
|
|
|
|
|
|
|
Total proceeds
|
|
$ |
44,606 |
|
|
$ |
45,924 |
|
|
$ |
20,914 |
|
|
|
|
|
|
|
|
|
|
|
The Companys investment in the common stock of Wachovia
Corporation exceeded 10% of shareholders equity at
December 31, 2005. The carrying value of this investment at
December 31, 2005 was $22,867 with a cost basis of $4,229.
The Companys investments in fixed maturity securities of
General Motors and General Motors Acceptance Corporation
exceeded 10% of shareholders equity at December 31,
2005. The carrying value of these fixed maturity investments at
December 31, 2005 was $22,427 with an adjusted cost basis
of $22,427.
The Companys bond portfolio included 90% investment grade
securities at December 31, 2005 as defined by the NAIC.
|
|
Note 3. |
Insurance Reserves and Policyholder Funds |
The following table presents the Companys reserves for
life, accident, health and property and casualty losses as well
as loss adjustment expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Insurance | |
|
|
|
|
|
|
In Force | |
|
|
|
|
|
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Future policy benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance policies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
|
|
$ |
41,934 |
|
|
$ |
40,610 |
|
|
$ |
235,476 |
|
|
$ |
250,802 |
|
|
|
Mass market
|
|
|
5,281 |
|
|
|
5,541 |
|
|
|
8,495 |
|
|
|
9,424 |
|
|
|
Individual annuities
|
|
|
639 |
|
|
|
756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,854 |
|
|
|
46,907 |
|
|
$ |
243,971 |
|
|
$ |
260,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident and health insurance policies
|
|
|
3,502 |
|
|
|
2,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,356 |
|
|
|
49,886 |
|
|
|
|
|
|
|
|
|
Unearned premiums
|
|
|
60,879 |
|
|
|
70,264 |
|
|
|
|
|
|
|
|
|
Losses and claims
|
|
|
168,617 |
|
|
|
167,133 |
|
|
|
|
|
|
|
|
|
Other policy liabilities
|
|
|
5,499 |
|
|
|
5,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance reserves and policyholder funds
|
|
$ |
286,351 |
|
|
$ |
292,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized premiums for accident and health insurance policies
were $52,763 and $57,366 at December 31, 2005 and 2004,
respectively.
58
During 2004, the Company purchased a block of Medicare
supplement policies with estimated annualized premiums of
approximately $4,500. Assets and liabilities acquired as of
October 31, 2004, the effective date of the acquisition,
were as follows:
|
|
|
|
|
|
|
Cash
|
|
$ |
1,448 |
|
|
|
|
|
Insurance reserves and policy funds:
|
|
|
|
|
|
Unearned premiums
|
|
$ |
429 |
|
|
Losses and claims
|
|
|
930 |
|
|
Other policy liabilities
|
|
|
89 |
|
|
|
|
|
|
|
Total liabilities
|
|
$ |
1,448 |
|
|
|
|
|
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
adverse deviation. The assumed mortality and withdrawal rates
are based upon the Companys 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, and (iv) 5% to 7% for 1988 and
later issues.
Loss and claim reserves represent estimates of projected
ultimate losses and are based upon: (a) managements
estimate of ultimate liability and claim adjusters
evaluations for unpaid claims reported prior to the close of the
accounting period, (b) estimates of incurred but not
reported 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Balance at January 1
|
|
$ |
167,133 |
|
|
$ |
150,092 |
|
|
$ |
148,691 |
|
Less: Reinsurance recoverables
|
|
|
(57,429 |
) |
|
|
(41,752 |
) |
|
|
(39,380 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net balance at January 1
|
|
|
109,704 |
|
|
|
108,340 |
|
|
|
109,311 |
|
|
|
|
|
|
|
|
|
|
|
Incurred related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
119,455 |
|
|
|
111,220 |
|
|
|
98,536 |
|
|
Prior years
|
|
|
(6,708 |
) |
|
|
(1,899 |
) |
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred
|
|
|
112,747 |
|
|
|
109,321 |
|
|
|
98,675 |
|
|
|
|
|
|
|
|
|
|
|
Paid related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
68,792 |
|
|
|
67,020 |
|
|
|
56,229 |
|
|
Prior years
|
|
|
38,309 |
|
|
|
41,867 |
|
|
|
43,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total paid
|
|
|
107,101 |
|
|
|
108,887 |
|
|
|
99,646 |
|
|
|
|
|
|
|
|
|
|
|
Acquired reserves
|
|
|
(85 |
) |
|
|
930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance at December 31
|
|
|
115,265 |
|
|
|
109,704 |
|
|
|
108,340 |
|
Plus: Reinsurance recoverables
|
|
|
53,352 |
|
|
|
57,429 |
|
|
|
41,752 |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$ |
168,617 |
|
|
$ |
167,133 |
|
|
$ |
150,092 |
|
|
|
|
|
|
|
|
|
|
|
59
Prior years development, as reported in 2005, was primarily the
result of better than expected development on prior years IBNR
reserves for Medicare supplement and certain American Southern
business.
Following is a reconciliation of total incurred claims to total
insurance benefits and losses incurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Total incurred claims
|
|
$ |
112,747 |
|
|
$ |
109,321 |
|
|
$ |
98,675 |
|
State residual pool adjustments
|
|
|
(17 |
) |
|
|
(66 |
) |
|
|
(75 |
) |
Cash surrender value and matured endowments
|
|
|
1,663 |
|
|
|
1,318 |
|
|
|
1,489 |
|
Benefit reserve changes
|
|
|
1,283 |
|
|
|
2,504 |
|
|
|
2,254 |
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance benefits and losses incurred
|
|
$ |
115,676 |
|
|
$ |
113,077 |
|
|
$ |
102,343 |
|
|
|
|
|
|
|
|
|
|
|
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
to meet its obligations. Approximately 60% of the Companys
reinsurance receivables were due from seven reinsurers as of
December 31, 2005. Reinsurance receivables of $861 were
with General Reinsurance Corporation, rated AAA by
Standard & Poors and A++ (Superior)
by A.M. Best, $14,633 were with GE Reinsurance Corporation,
rated A by Standard & Poors and
A (Excellent) by A.M. Best, $3,442 were with First
Colony Life Insurance Company, rated AA- by
Standard & Poors and A+ (Superior) by
A.M. Best, $4,257 were with PMA Capital Insurance Company, rated
B+ (Very Good) by A.M. Best, $1,891 were with GMAC
Re, rated A- (Excellent) by A.M. Best, $1,755 were
with PXRE Reinsurance Company, rated BBB- by
Standard & Poors and B+ (Very Good)
by A.M. Best, and $8,635 were with Swiss Reinsurance
Corporation, rated AA by Standard &
Poors and A+ (Superior) by A.M. Best.
Allowances for uncollectible amounts are established against
reinsurance receivables, if appropriate. Subsequent to
December 31, 2005, the reinsurance contract with PXRE
Reinsurance Company was commuted and recorded balances were
collected.
The following table reconciles premiums written to premiums
earned and summarizes the components of insurance benefits and
losses incurred.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Direct premiums written
|
|
$ |
191,118 |
|
|
$ |
203,536 |
|
|
$ |
178,320 |
|
Plus premiums assumed
|
|
|
10,187 |
|
|
|
9,860 |
|
|
|
7,843 |
|
Less premiums ceded
|
|
|
(34,919 |
) |
|
|
(31,523 |
) |
|
|
(25,562 |
) |
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
|
166,386 |
|
|
|
181,873 |
|
|
|
160,601 |
|
|
|
|
|
|
|
|
|
|
|
Change in unearned premiums
|
|
|
9,385 |
|
|
|
(8,685 |
) |
|
|
(5,250 |
) |
Change in unearned premiums ceded
|
|
|
1,822 |
|
|
|
(2,328 |
) |
|
|
(639 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net change in unearned premiums
|
|
|
11,207 |
|
|
|
(11,013 |
) |
|
|
(5,889 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
177,593 |
|
|
$ |
170,860 |
|
|
$ |
154,712 |
|
|
|
|
|
|
|
|
|
|
|
Provision for benefits and losses incurred
|
|
$ |
135,821 |
|
|
$ |
152,535 |
|
|
$ |
121,639 |
|
Reinsurance loss recoveries
|
|
|
(20,145 |
) |
|
|
(39,458 |
) |
|
|
(19,296 |
) |
|
|
|
|
|
|
|
|
|
|
Insurance benefits and losses incurred
|
|
$ |
115,676 |
|
|
$ |
113,077 |
|
|
$ |
102,343 |
|
|
|
|
|
|
|
|
|
|
|
60
Components of reinsurance receivables were as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Receivable on unpaid losses
|
|
$ |
53,352 |
|
|
$ |
57,429 |
|
Receivable on paid losses
|
|
|
4,054 |
|
|
|
5,425 |
|
|
|
|
|
|
|
|
|
|
$ |
57,406 |
|
|
$ |
62,854 |
|
|
|
|
|
|
|
|
Note 5. Income Taxes
A reconciliation of the differences between income taxes
computed at the federal statutory income tax rate and the
benefit for income taxes was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Federal income tax provision at statutory rate of 35%
|
|
$ |
(2,613 |
) |
|
$ |
1,512 |
|
|
$ |
2,284 |
|
Tax exempt interest and dividends received deductions
|
|
|
(701 |
) |
|
|
(581 |
) |
|
|
(598 |
) |
Small life deduction
|
|
|
(534 |
) |
|
|
(542 |
) |
|
|
|
|
Other permanent differences
|
|
|
49 |
|
|
|
470 |
|
|
|
238 |
|
Change in asset valuation allowance due to change in judgment
relating to realizability of deferred tax assets
|
|
|
(125 |
) |
|
|
(1,291 |
) |
|
|
(1,478 |
) |
Adjustment for prior years estimates to actual
|
|
|
(373 |
) |
|
|
(267 |
) |
|
|
(767 |
) |
State income taxes
|
|
|
7 |
|
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
Total benefit for income taxes
|
|
$ |
(4,290 |
) |
|
$ |
(696 |
) |
|
$ |
(319 |
) |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities and assets at December 31, 2005
and 2004 were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Deferred acquisition costs
|
|
$ |
(5,413 |
) |
|
$ |
(6,476 |
) |
|
Net unrealized investment gains
|
|
|
(7,019 |
) |
|
|
(9,311 |
) |
|
Deferred and uncollected premium
|
|
|
(698 |
) |
|
|
(766 |
) |
|
Other
|
|
|
(86 |
) |
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(13,216 |
) |
|
|
(16,666 |
) |
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
5,002 |
|
|
|
5,604 |
|
|
Insurance reserves
|
|
|
9,681 |
|
|
|
10,275 |
|
|
Impaired assets
|
|
|
4,277 |
|
|
|
509 |
|
|
Alternative minimum tax credit
|
|
|
1,046 |
|
|
|
810 |
|
|
Bad debts and other
|
|
|
1,239 |
|
|
|
999 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
21,245 |
|
|
|
18,197 |
|
|
|
|
|
|
|
|
Asset valuation allowance
|
|
|
(930 |
) |
|
|
(1,055 |
) |
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$ |
7,099 |
|
|
$ |
476 |
|
|
|
|
|
|
|
|
61
The components of the benefit for income taxes were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Current Federal
|
|
$ |
(22 |
) |
|
$ |
135 |
|
|
$ |
842 |
|
Current State
|
|
|
7 |
|
|
|
3 |
|
|
|
2 |
|
Deferred Federal
|
|
|
(4,275 |
) |
|
|
(834 |
) |
|
|
(1,163 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
(4,290 |
) |
|
$ |
(696 |
) |
|
$ |
(319 |
) |
|
|
|
|
|
|
|
|
|
|
At December 31, 2005, the Company had regular federal net
operating loss carryforwards of approximately $14,291 expiring
generally between 2006 and 2009. As of December 31, 2005
and 2004, a valuation allowance of $930 and $1,055,
respectively, was established against deferred income tax
benefits relating primarily to net operating loss carryforwards
that may not be realized. In 2005, the decrease of $125 in the
valuation allowance was the result of a reassessment of the
realization of certain net operating loss carryforwards. In 2004
and 2003 the decrease of $1,291 and $1,478, respectively, in the
valuation allowance was due primarily to the utilization of a
portion of these benefits that were previously reserved for.
During 2005, the Company amended certain prior years tax
returns to recognize permanent items that generated a current
income tax refund of $676. Since the Companys ability to
generate taxable income from operations and utilize available
tax-planning strategies in the near term is dependent upon
various factors, many of which are beyond managements
control, management believes that the remaining deferred income
tax benefits relating to certain years carryforwards may not be
realized. However, realization of the remaining deferred income
tax benefits will be assessed periodically based on the
Companys current and anticipated results of operations and
amounts could increase or decrease in the near term if estimates
of future taxable income change. The Company has formal
tax-sharing agreements and files a consolidated income tax
return with its subsidiaries.
|
|
Note 6. |
Credit Arrangements |
At December 31, 2005, the Companys $10,250 of bank
debt with Wachovia Bank, N.A. (Wachovia) consisted
of a single term loan (the Term Loan). The Term Loan
matures on June 30, 2008 and requires minimum annual
payments as follows: 2006 $1,750; 2007
$1,750; 2008 $6,750. The interest rate on the
borrowing is London Interbank Offered Rate (LIBOR)
plus a margin ranging between 1.75% and 2.50%. The applicable
margin rate is determined based on the ratio of funded debt to
consolidated total capitalization, each as defined. As of
December 31, 2005, the stated interest rate on the Term
Loan was LIBOR plus 2.00%, or 6.53%. The Term Loan requires the
Company to comply with certain covenants including, among
others, ratios that relate funded debt to capitalization and
interest coverage, as well as the maintenance of minimum levels
of tangible net worth. The Company also must comply with
limitations on capital expenditures, additional debt
obligations, equity repurchases and redemptions, as well as
minimum risk-based capital levels. On February 28, 2006,
the Company entered into a $3,000 credit agreement with
Wachovia. This new credit agreement (the Second Term
Loan), the proceeds of which were used for general
corporate purposes, matures on April 1, 2007, has the same
interest rate, covenants and collateral as the Term Loan.
Effective December 31, 2005, and February 28, 2006,
the Term Loan and the Second Term Loan, respectively, were
amended. The amendments were necessitated by the recorded
impairment charge taken on the Companys automotive sector
fixed maturity investments. Approximately $5,331 of the total
$10,709 impairment charge was the result of an impairment in the
value of the Companys investment in General Motors bonds.
The amendments to the Term Loan and Second Term Loan provide
that the definition of consolidated net income, as calculated
for the fourth quarter of 2005, excludes the $5,331 GM bond
impairment. Further, the definition of consolidated tangible net
worth was amended to exclude the after-tax impact of the same
impairment. After giving effect to the amendment to the
December 31, 2005 ratio of funded debt to EBITDA, both as
defined, the Company was in compliance with the amended
agreements. Various provisions contained in the amendments
extend through 2006, and the Company believes it will be in
compliance with all such provisions in future periods.
62
|
|
|
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, 2005 and 2004, were
as follows:
|
|
|
|
|
|
|
Atlantic American |
|
Atlantic American |
|
|
Statutory Trust I |
|
Statutory Trust II |
|
|
|
|
|
JUNIOR SUBORDINATED DEBENTURES(1)(2)
|
|
|
|
|
Principal amount owed
|
|
$18,042 |
|
$23,196 |
Balance December 31, 2005
|
|
18,042 |
|
23,196 |
Balance December 31, 2004
|
|
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 on or after
|
|
December 4, 2007 |
|
May 15, 2008 |
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
Companys 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
rate collar with Wachovia to hedge future interest payments on a
portion of the Junior Subordinated Debentures. The notional
amount of the collar was $18,042 with an effective date of
March 6, 2006. The collar has a floor rate of 4.77% and a
cap
63
rate of 5.85% on LIBOR and adjusts quarterly on the 4th of
each March, June, September and December through termination on
March 4, 2013.
|
|
Note 8. |
Commitments and Contingencies |
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, such claims are not
expected to have a material effect on the business or financial
condition of the Company.
|
|
|
Operating Lease Commitments |
The Companys rental expense, including common area
charges, for operating leases was $1,936, $1,920, and $1,867 in
2005, 2004, and 2003, respectively. The Companys future
minimum lease obligations under non-cancelable operating leases
are as follows:
|
|
|
|
|
|
Year Ending December 31, |
|
|
2006
|
|
$ |
983 |
|
2007
|
|
|
1,095 |
|
2008
|
|
|
1,083 |
|
2009
|
|
|
1,089 |
|
2010
|
|
|
736 |
|
Thereafter
|
|
|
554 |
|
|
|
|
|
|
Total
|
|
$ |
5,540 |
|
|
|
|
|
|
|
Note 9. |
Employee Benefit Plans |
In accordance with the Companys 1992 Incentive Plan, the
Board of Directors may grant up to 1,800,000 stock options or
share awards. The Board of Directors may 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
Companys 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 Companys
1996 Director Stock Option Plan, a maximum of 200,000 stock
options may be granted that fully vest six months after the
grant date. In accordance with the Companys 2002 Incentive
Plan (the 2002 Plan), the Board of Directors may
grant up to 2,000,000 stock options or share awards. Subject to
adjustment as provided in the 2002 Plan, the Board of Directors
may 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. A total of 21,923, 63,063 and 41,503 restricted shares
were issued to the Companys Board of Directors under the
2002 Plan in 2005, 2004 and 2003, respectively. As of
December 31, 2005, an aggregate of forty-one employees,
officers and directors held options under the three plans.
64
A summary of the status of the Companys stock options at
December 31, 2005, 2004 and 2003, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Weighted | |
|
|
|
Weighted | |
|
|
|
Weighted | |
|
|
|
|
Average | |
|
|
|
Average | |
|
|
|
Average | |
|
|
Shares | |
|
Exercise Price | |
|
Shares | |
|
Exercise Price | |
|
Shares | |
|
Exercise Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Options outstanding, beginning of year
|
|
|
677,500 |
|
|
$ |
1.47 |
|
|
|
910,500 |
|
|
$ |
1.74 |
|
|
|
1,008,000 |
|
|
$ |
2.31 |
|
Options granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
227,000 |
|
|
|
1.59 |
|
Options exercised
|
|
|
(21,000 |
) |
|
|
1.73 |
|
|
|
(117,250 |
) |
|
|
1.31 |
|
|
|
(20,000 |
) |
|
|
1.25 |
|
Options canceled or expired
|
|
|
(7,000 |
) |
|
|
3.54 |
|
|
|
(115,750 |
) |
|
|
3.80 |
|
|
|
(304,500 |
) |
|
|
3.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, end of year
|
|
|
649,500 |
|
|
|
1.44 |
|
|
|
677,500 |
|
|
|
1.47 |
|
|
|
910,500 |
|
|
|
1.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable
|
|
|
649,500 |
|
|
|
1.44 |
|
|
|
626,125 |
|
|
|
1.46 |
|
|
|
784,500 |
|
|
|
1.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options available for future grant
|
|
|
2,504,914 |
|
|
|
|
|
|
|
2,514,837 |
|
|
|
|
|
|
|
2,452,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Data on options outstanding and exercisable at December 31,
2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and Exercisable | |
|
|
|
|
| |
|
|
|
|
Weighted Average | |
|
|
|
|
Number of | |
|
Remaining Life | |
|
Weighted Average | |
Range of Exercise Price |
|
Options | |
|
(Years) | |
|
Exercise Price | |
|
|
| |
|
| |
|
| |
$1.00 to $1.50
|
|
|
387,500 |
|
|
|
5.79 |
|
|
$ |
1.25 |
|
$1.51 to $2.00
|
|
|
254,000 |
|
|
|
6.98 |
|
|
$ |
1.68 |
|
$2.51 to $3.00
|
|
|
8,000 |
|
|
|
1.35 |
|
|
$ |
2.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
649,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average fair value of options granted is estimated
on the date of grant using the Black-Scholes option pricing
model and was $1.15 for grants in 2003. No options were granted
in 2005 or 2004. Fair value determinations were based on
expected dividend yields of zero, expected lives of
10 years, risk free interest rate of 4.21% and expected
volatility of 60.08% for the year ended December 31, 2003.
See Note 1.
The Company initiated an employees savings plan under
Section 401(k) of the Internal Revenue Code in May 1995.
The plan covers substantially all of the Companys
employees, except employees of American Southern. Under the
plan, employees generally may elect to contribute up to 16% of
their compensation to the plan. The Company makes a matching
contribution on behalf of each employee in an amount equal to
50% of the first 6% of such contributions. The Companys
matching contribution is in Company common stock and had a value
of approximately $269, $241, and $256 in 2005, 2004, and 2003,
respectively.
|
|
|
Defined Benefit Pension Plans |
The Company has both a funded and unfunded noncontributory
defined benefit pension plan covering the employees of American
Southern. The plans provide defined benefits based on years of
service and average salary. The Companys general funding
policy is to contribute annually the maximum amount that can be
deducted for income tax purposes. The measurement date for these
plans was December 31, of each year.
65
Obligation and Funded Status
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
|
Net benefit obligation at beginning of year
|
|
$ |
5,166 |
|
|
$ |
4,801 |
|
|
Service cost
|
|
|
177 |
|
|
|
170 |
|
|
Interest cost
|
|
|
298 |
|
|
|
278 |
|
|
Actuarial loss
|
|
|
236 |
|
|
|
98 |
|
|
Gross benefits paid
|
|
|
(164 |
) |
|
|
(181 |
) |
|
|
|
|
|
|
|
|
Net benefit obligation at end of year
|
|
|
5,713 |
|
|
|
5,166 |
|
|
|
|
|
|
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
|
2,689 |
|
|
|
2,458 |
|
|
Employer contributions
|
|
|
203 |
|
|
|
318 |
|
|
Actual return on plan assets
|
|
|
71 |
|
|
|
94 |
|
|
Gross benefits paid
|
|
|
(164 |
) |
|
|
(181 |
) |
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year
|
|
|
2,799 |
|
|
|
2,689 |
|
|
|
|
|
|
|
|
Funded Status of Plan
|
|
|
|
|
|
|
|
|
|
Funded status at end of year
|
|
|
(2,914 |
) |
|
|
(2,477 |
) |
|
Unrecognized net actuarial loss
|
|
|
1,840 |
|
|
|
1,624 |
|
|
Unrecognized prior service cost
|
|
|
(6 |
) |
|
|
(6 |
) |
|
Unrecognized net transition obligation
|
|
|
|
|
|
|
|
|
|
Additional minimum liability
|
|
|
(700 |
) |
|
|
(540 |
) |
|
|
|
|
|
|
|
|
Net amount recognized in accrued liabilities at end of year
|
|
$ |
(1,780 |
) |
|
$ |
(1,399 |
) |
|
|
|
|
|
|
|
The accumulated benefit obligation for all defined benefit plans
at December 31, 2005 and 2004 was $4,578 and $4,088,
respectively.
The weighted-average assumptions used to determine the benefit
obligation at December 31, 2005 and 2004 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Discount rate to determine the projected benefit obligation
|
|
|
5.50% |
|
|
|
5.75% |
|
Projected annual salary increases
|
|
|
4.50% |
|
|
|
4.50% |
|
Included in the above is one plan which is unfunded. The
projected benefit obligation, accumulated benefit obligation and
fair value of plan assets for this plan were $1,803, $1,367, and
$0, respectively, as of December 31, 2005 and $1,171, $946,
and $0, respectively, as of December 31, 2004.
Components of Net Periodic Benefit Cost
Net periodic pension cost for the Companys qualified and
non-qualified defined benefit plans for the years ended
December 31, 2005, 2004 and 2003 included the following
components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Service cost
|
|
$ |
177 |
|
|
$ |
170 |
|
|
$ |
144 |
|
Interest cost
|
|
|
298 |
|
|
|
278 |
|
|
|
266 |
|
Expected return on plan assets
|
|
|
(185 |
) |
|
|
(169 |
) |
|
|
(137 |
) |
Net amortization
|
|
|
142 |
|
|
|
81 |
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
432 |
|
|
$ |
360 |
|
|
$ |
361 |
|
|
|
|
|
|
|
|
|
|
|
66
The weighted-average assumptions used to determine the net
periodic benefit cost for the years ended December 31,
2005, 2004 and 2003 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Discount rate to determine the net periodic benefit cost
|
|
|
5.75 |
% |
|
|
6.00 |
% |
|
|
6.50 |
% |
Expected long-term rate of return on plan assets used to
determine net periodic pension cost
|
|
|
7.00 |
% |
|
|
7.00 |
% |
|
|
7.00 |
% |
Projected annual salary increases
|
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
4.50 |
% |
The qualified defined benefit plan assets were invested in the
AIM Basic Balanced Fund (the Fund), the prospectus
for which indicates an average annual return of approximately 7%
since its inception; accordingly, a 7.00% rate of return was
used to calculate the periodic benefit cost for 2005. The Fund
normally invests at least 65% of its assets in equity securities
and at least 30% of its assets in fixed income securities that
are investment grade at the time of purchase. The remaining
assets of the Fund are allocated to other investments at the
Fund managers discretion, based upon current business,
economic and market conditions.
The Companys investment strategy with respect to pension
assets is to invest the assets in accordance with ERISA and
fiduciary standards. The long-term primary investment objectives
are to: 1) provide for a reasonable amount of long-term
growth of capital, without undue exposure to risk, and protect
the assets from erosion of purchasing power, and 2) provide
investment results that meet or exceed the actuarially assumed
long-term rate of return. The Fund does not include any equity
securities of the Company in its portfolio at any time.
Expected Cash Flows
The Company expects to contribute $184 for all defined benefit
plans in 2006.
Estimated Future Benefit Payments
Estimated future benefit payments as of December 31, 2005
were as follows:
|
|
|
|
|
Pension Benefits |
|
|
|
|
|
2006
|
|
$ |
123 |
|
2007
|
|
$ |
171 |
|
2008
|
|
$ |
175 |
|
2009
|
|
$ |
175 |
|
2010
|
|
$ |
257 |
|
2011 2015
|
|
$ |
1,799 |
|
The Company had 134,000 shares of Series B Preferred
Stock (Series B Preferred Stock) outstanding at
December 31, 2005 and 2004, having a stated value of
$100 per share. Annual dividends on the Series B
Preferred Stock are $9.00 per share and are cumulative.
Dividends accrue whether or not declared by the Board of
Directors. The Series B Preferred Stock is not currently
convertible, but may become convertible into shares of the
Companys common stock under certain circumstances. In such
event, the Series B Preferred Stock would be convertible
into an aggregate of approximately 3,358,000 shares of the
Companys common stock at a conversion rate of
$3.99 per share. The Series B Preferred Stock is
redeemable at the option of the Company. As of December 31,
2005 and 2004, the Company had accrued but unpaid dividends on
the Series B Preferred Stock of $12,060 and $10,854,
respectively.
67
|
|
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, 2005 | |
|
|
| |
|
|
|
|
Per Share | |
|
|
Income | |
|
Shares | |
|
Amount | |
|
|
| |
|
| |
|
| |
Basic and Diluted Loss Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before preferred stock dividends
|
|
$ |
(3,175 |
) |
|
|
21,305 |
|
|
|
|
|
Less preferred dividends
|
|
|
(1,206 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to common shareholders
|
|
$ |
(4,381 |
) |
|
|
21,305 |
|
|
$ |
(.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended | |
|
|
December 31, 2004 | |
|
|
| |
|
|
|
|
Per Share | |
|
|
Income | |
|
Shares | |
|
Amount | |
|
|
| |
|
| |
|
| |
Basic Earnings Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before preferred stock dividends
|
|
$ |
5,017 |
|
|
|
21,216 |
|
|
|
|
|
Less preferred dividends
|
|
|
(1,216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders
|
|
|
3,801 |
|
|
|
21,216 |
|
|
$ |
.18 |
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock options
|
|
|
|
|
|
|
468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders
|
|
$ |
3,801 |
|
|
|
21,684 |
|
|
$ |
.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended | |
|
|
December 31, 2003 | |
|
|
| |
|
|
|
|
Per Share | |
|
|
Income | |
|
Shares | |
|
Amount | |
|
|
| |
|
| |
|
| |
Basic Earnings Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before preferred stock dividends
|
|
$ |
6,844 |
|
|
|
21,200 |
|
|
|
|
|
Less preferred dividends
|
|
|
(1,349 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders
|
|
|
5,495 |
|
|
|
21,200 |
|
|
$ |
.26 |
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock options
|
|
|
|
|
|
|
375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders
|
|
$ |
5,495 |
|
|
|
21,575 |
|
|
$ |
.25 |
|
|
|
|
|
|
|
|
|
|
|
In 2005, all outstanding options were excluded from the earnings
per share calculation since their impact was antidiluted.
Average outstanding options of 59,000 and 335,000 were excluded
from the earnings per common share calculation in 2004 and 2003,
respectively, since their impact was antidilutive. The assumed
conversion of the preferred stock was also excluded from the
earnings per common share calculation, as applicable, for all
years presented since its impact was 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;
68
(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 statutory net income and surplus
(shareholders equity) for the Parents insurance
subsidiaries for the years ended December 31 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Life and Health, net income
|
|
$ |
5,135 |
|
|
$ |
4,616 |
|
|
$ |
3,102 |
|
Property and Casualty, net income
|
|
|
6,675 |
|
|
|
1,692 |
|
|
|
5,224 |
|
|
|
|
|
|
|
|
|
|
|
|
Statutory net income(1)
|
|
$ |
11,810 |
|
|
$ |
6,308 |
|
|
$ |
8,326 |
|
|
|
|
|
|
|
|
|
|
|
Life and Health, surplus
|
|
$ |
33,881 |
|
|
$ |
35,492 |
|
|
$ |
31,197 |
|
Property and Casualty, surplus
|
|
|
73,277 |
|
|
|
76,036 |
|
|
|
74,937 |
|
|
|
|
|
|
|
|
|
|
|
|
Statutory surplus
|
|
$ |
107,158 |
|
|
$ |
111,528 |
|
|
$ |
106,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Does not include 2005 automotive sector impairments which will
be recorded in the first quarter of 2006 for statutory purposes. |
Under the insurance code of the state of jurisdiction under
which each insurance subsidiary operates, dividend payments to
the Parent by its insurance subsidiaries are subject to certain
limitations without the prior approval of the applicable
states Insurance Commissioner. The Parent received
dividends of $13,242, $5,803 and $5,728 in 2005, 2004, and 2003,
respectively, from its subsidiaries. In 2006, dividend payments
by insurance subsidiaries in excess of $15,716 would require
prior approval.
|
|
Note 13. |
Related Party and Other Transactions |
In the normal course of business the Company has engaged in
transactions with its Chairman and his affiliates from time to
time. These transactions include leasing of office space as well
as investing and financing activities. A brief description of
each of these follows.
The Company leases approximately 65,489 square feet of
office and covered garage space from an affiliated company.
During the years ended December 31, 2005, 2004, and 2003,
the Company paid $1,065, $1,048 and $1,000, respectively, under
the leases.
Financing for the Company has been provided through affiliates
of the Company or its Chairman, in the form of the Series B
Preferred Stock (See Note 10).
The Company has made mortgage loans to finance properties owned
by Leath Furniture, LLC (Leath), which is owned by
an affiliate of the Chairman. At December 31, 2005 and
2004, the balance of mortgage loans owed by Leath to the
Companys insurance subsidiary was $1,941 and $2,997,
respectively. For 2005, 2004, and 2003, interest paid by Leath
on the mortgage loans totaled $250, $285, and $299, respectively.
Certain members of management are shareholders and on the Board
of Directors of Triple Crown Media, Inc (Triple
Crown) and Gray Television, Inc. (Gray). On
August 3, 2005, Gray announced a plan to spin-off its
newspaper publishing and wireless businesses to its
shareholders. The new company formed as a result of the
spin-off, Triple Crown, then acquired Bull Run Corporation
(Bull Run). In connection with the spin-off, the
Company received one share of Triple Crown common stock for
every ten shares of Gray common stock and for every ten shares
of Gray Class A common stock owned. In connection with the
Bull Run acquisition, the Company received 0.0289 shares of
Triple Crown common stock for each share of Bull Run common
stock owned by it and Triple Crown Series A preferred stock
in exchange for the shares of Bull Run Series D preferred
stock. The exchange of Bull Run Series D preferred stock
for Triple Crown Series A preferred stock resulted in a
realized loss of $591. At December 31, 2005, the Company
owned 54,734 shares of Triple Crown common stock,
388,060 shares of Gray Class A common stock and
106,000 shares of Gray common stock. At December 31,
2004, the
69
Company owned 184,337 shares of Bull Run,
376,060 shares of Gray Class A common stock, and
106,000 shares of Gray common stock. At December 31,
2005, the Company owned 350 shares of Gray Series C
preferred stock and 2,360 shares of Triple Crown
Series A preferred stock. At December 31, 2004, the
Company owned 350 shares of Gray Series C preferred
stock and 2,000 shares of Bull Run Series D preferred
stock. The aggregate carrying value of these investments in
Triple Crown and Gray at December 31, 2005 was $2,139 and
$8,021, respectively. The aggregate carrying value of these
investments in Bull Run and Gray at December 31, 2004 was
$2,083 and $10,464, respectively.
In 1998, Georgia Casualty began directing certain workers
compensation premiums to Delta Fire & Casualty
Insurance Company (Delta) and fully reinsured such
amounts. Delta is controlled by certain affiliates of the
Company. Premiums assumed and commissions paid were $532 and $80
in 2005, respectively, $1,710 and $143 in 2004, respectively,
and $1,817 and $168 in 2003, respectively.
In 1998, American Southern formed the American Auto Insurance
Agency (the Agency) in a joint venture with Carolina
Motor Club, Inc. to market personal automobile insurance to the
members of the automobile club. American Southern at all times
held a 50% interest in the joint venture, accounted for using
the equity method and reflected as an operating activity, and
underwrote a majority of the standard automobile business
written by the Agency. This program, which began writing
business in 1999, had gross written premiums of approximately
$8,615, $8,517 and $8,311 in 2005, 2004, and 2003, respectively.
The Company has, in the past funded its pro rata share of
operations. Effective October 1, 2005, this joint venture
was terminated due to unfavorable underwriting results.
|
|
Note 14. |
Segment Information |
The Parents primary insurance subsidiaries operate with
relative autonomy and each company is evaluated based on its
individual performance. American Southern, Association Casualty,
and Georgia Casualty operate 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American | |
|
Georgia | |
|
Bankers | |
|
Association | |
|
Corporate & | |
|
Adjustments & | |
|
|
|
|
Southern | |
|
Casualty | |
|
Fidelity | |
|
Casualty | |
|
Other | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums
|
|
$ |
51,447 |
|
|
$ |
39,270 |
|
|
$ |
65,904 |
|
|
$ |
20,972 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
177,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance benefits and losses incurred
|
|
|
24,827 |
|
|
|
32,064 |
|
|
|
46,375 |
|
|
|
12,410 |
|
|
|
|
|
|
|
|
|
|
|
115,676 |
|
Expenses deferred
|
|
|
(12,582 |
) |
|
|
(6,324 |
) |
|
|
(709 |
) |
|
|
(4,126 |
) |
|
|
|
|
|
|
|
|
|
|
(23,741 |
) |
Amortization and depreciation expense
|
|
|
12,510 |
|
|
|
8,500 |
|
|
|
2,197 |
|
|
|
4,136 |
|
|
|
|
|
|
|
|
|
|
|
27,343 |
|
Other expenses
|
|
|
23,405 |
|
|
|
14,431 |
|
|
|
18,184 |
|
|
|
8,864 |
|
|
|
21,210 |
|
|
|
(12,822 |
) |
|
|
73,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
48,160 |
|
|
|
48,671 |
|
|
|
66,047 |
|
|
|
21,284 |
|
|
|
21,210 |
|
|
|
(12,822 |
) |
|
|
192,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income (loss)
|
|
|
3,287 |
|
|
|
(9,401 |
) |
|
|
(143 |
) |
|
|
(312 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, including net realized gains
|
|
|
4,818 |
|
|
|
3,435 |
|
|
|
5,816 |
|
|
|
2,782 |
|
|
|
3,070 |
|
|
|
(2,983 |
) |
|
|
16,938 |
|
Automotive sector investments impairment charge
|
|
|
(3,733 |
) |
|
|
(2,366 |
) |
|
|
(3,465 |
) |
|
|
(1,145 |
) |
|
|
|
|
|
|
|
|
|
|
(10,709 |
) |
Other income
|
|
|
393 |
|
|
|
141 |
|
|
|
|
|
|
|
17 |
|
|
|
10,551 |
|
|
|
(9,839 |
) |
|
|
1,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$ |
4,765 |
|
|
$ |
(8,191 |
) |
|
$ |
2,208 |
|
|
$ |
1,342 |
|
|
$ |
(7,589 |
) |
|
$ |
|
|
|
$ |
(7,465 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
52,925 |
|
|
$ |
40,480 |
|
|
$ |
68,255 |
|
|
$ |
22,626 |
|
|
$ |
13,621 |
|
|
$ |
(12,822 |
) |
|
$ |
185,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$ |
1,350 |
|
|
$ |
|
|
|
$ |
778 |
|
|
$ |
|
|
|
$ |
880 |
|
|
$ |
|
|
|
$ |
3,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
123,919 |
|
|
$ |
113,417 |
|
|
$ |
128,225 |
|
|
$ |
106,171 |
|
|
$ |
145,247 |
|
|
$ |
(156,562 |
) |
|
$ |
460,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American | |
|
Georgia | |
|
Bankers | |
|
Association | |
|
Corporate & | |
|
Adjustments & | |
|
|
|
|
Southern | |
|
Casualty | |
|
Fidelity | |
|
Casualty | |
|
Other | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums
|
|
$ |
48,062 |
|
|
$ |
34,675 |
|
|
$ |
65,442 |
|
|
$ |
22,681 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
170,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance benefits and losses incurred
|
|
|
24,795 |
|
|
|
28,670 |
|
|
|
45,827 |
|
|
|
13,785 |
|
|
|
|
|
|
|
|
|
|
|
113,077 |
|
Expenses deferred
|
|
|
(11,790 |
) |
|
|
(8,433 |
) |
|
|
(1,048 |
) |
|
|
(3,937 |
) |
|
|
|
|
|
|
|
|
|
|
(25,208 |
) |
Amortization and depreciation expense
|
|
|
10,858 |
|
|
|
7,282 |
|
|
|
1,860 |
|
|
|
4,207 |
|
|
|
|
|
|
|
|
|
|
|
24,207 |
|
Other expenses
|
|
|
21,390 |
|
|
|
16,990 |
|
|
|
18,867 |
|
|
|
9,129 |
|
|
|
18,597 |
|
|
|
(11,268 |
) |
|
|
73,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
45,253 |
|
|
|
44,509 |
|
|
|
65,506 |
|
|
|
23,184 |
|
|
|
18,597 |
|
|
|
(11,268 |
) |
|
|
185,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income (loss)
|
|
|
2,809 |
|
|
|
(9,834 |
) |
|
|
(64 |
) |
|
|
(503 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, including net realized gains
|
|
|
5,215 |
|
|
|
4,263 |
|
|
|
5,927 |
|
|
|
2,571 |
|
|
|
2,331 |
|
|
|
(2,248 |
) |
|
|
18,059 |
|
Other income
|
|
|
|
|
|
|
108 |
|
|
|
|
|
|
|
26 |
|
|
|
10,069 |
|
|
|
(9,020 |
) |
|
|
1,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$ |
8,024 |
|
|
$ |
(5,463 |
) |
|
$ |
5,863 |
|
|
$ |
2,094 |
|
|
$ |
(6,197 |
) |
|
$ |
|
|
|
$ |
4,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
53,277 |
|
|
$ |
39,046 |
|
|
$ |
71,369 |
|
|
$ |
25,278 |
|
|
$ |
12,400 |
|
|
$ |
(11,268 |
) |
|
$ |
190,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$ |
1,350 |
|
|
$ |
|
|
|
$ |
778 |
|
|
$ |
|
|
|
$ |
880 |
|
|
$ |
|
|
|
$ |
3,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
121,347 |
|
|
$ |
136,397 |
|
|
$ |
133,185 |
|
|
$ |
111,536 |
|
|
$ |
154,288 |
|
|
$ |
(186,242 |
) |
|
$ |
470,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American | |
|
Georgia | |
|
Bankers | |
|
Association | |
|
Corporate & | |
|
Adjustments & | |
|
|
|
|
Southern | |
|
Casualty | |
|
Fidelity | |
|
Casualty | |
|
Other | |
|
Eliminations | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
December 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums
|
|
$ |
37,358 |
|
|
$ |
34,319 |
|
|
$ |
62,683 |
|
|
$ |
20,352 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
154,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance benefits and losses incurred
|
|
|
20,977 |
|
|
|
22,258 |
|
|
|
43,863 |
|
|
|
15,245 |
|
|
|
|
|
|
|
|
|
|
|
102,343 |
|
Expenses deferred
|
|
|
(7,807 |
) |
|
|
(7,439 |
) |
|
|
(1,427 |
) |
|
|
(3,879 |
) |
|
|
|
|
|
|
|
|
|
|
(20,552 |
) |
Amortization and depreciation expense
|
|
|
6,842 |
|
|
|
6,989 |
|
|
|
1,998 |
|
|
|
3,787 |
|
|
|
|
|
|
|
|
|
|
|
19,616 |
|
Other expenses
|
|
|
14,343 |
|
|
|
14,600 |
|
|
|
18,630 |
|
|
|
8,235 |
|
|
|
17,194 |
|
|
|
(9,334 |
) |
|
|
63,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
34,355 |
|
|
|
36,408 |
|
|
|
63,064 |
|
|
|
23,388 |
|
|
|
17,194 |
|
|
|
(9,334 |
) |
|
|
165,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income (loss)
|
|
|
3,003 |
|
|
|
(2,089 |
) |
|
|
(381 |
) |
|
|
(3,036 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, including net realized gains
|
|
|
4,844 |
|
|
|
3,107 |
|
|
|
5,650 |
|
|
|
2,396 |
|
|
|
1,725 |
|
|
|
(1,734 |
) |
|
|
15,988 |
|
Other income
|
|
|
|
|
|
|
97 |
|
|
|
|
|
|
|
28 |
|
|
|
8,375 |
|
|
|
(7,600 |
) |
|
|
900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$ |
7,847 |
|
|
$ |
1,115 |
|
|
$ |
5,269 |
|
|
$ |
(612 |
) |
|
$ |
(7,094 |
) |
|
$ |
|
|
|
$ |
6,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
42,202 |
|
|
$ |
37,523 |
|
|
$ |
68,333 |
|
|
$ |
22,776 |
|
|
$ |
10,100 |
|
|
$ |
(9,334 |
) |
|
$ |
171,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$ |
1,350 |
|
|
$ |
|
|
|
$ |
778 |
|
|
$ |
|
|
|
$ |
880 |
|
|
$ |
|
|
|
$ |
3,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
113,299 |
|
|
$ |
121,818 |
|
|
$ |
127,642 |
|
|
$ |
96,275 |
|
|
$ |
153,635 |
|
|
$ |
(169,117 |
) |
|
$ |
443,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71
|
|
Note 15. |
Disclosures About Fair Value of Financial Instruments |
The estimated fair value amounts have been determined by the
Company using available market information 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
Carrying | |
|
Estimated | |
|
Carrying | |
|
Estimated | |
|
|
Amount | |
|
Fair Value | |
|
Amount | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, including short-term investments
|
|
$ |
41,776 |
|
|
$ |
41,776 |
|
|
$ |
40,958 |
|
|
$ |
40,958 |
|
|
Fixed maturities
|
|
|
231,907 |
|
|
|
231,907 |
|
|
|
229,465 |
|
|
|
229,465 |
|
|
Common and non-redeemable preferred stocks
|
|
|
36,108 |
|
|
|
36,108 |
|
|
|
38,407 |
|
|
|
38,407 |
|
|
Mortgage loans
|
|
|
1,941 |
|
|
|
2,664 |
|
|
|
2,997 |
|
|
|
3,602 |
|
|
Policy and student loans
|
|
|
2,076 |
|
|
|
2,076 |
|
|
|
2,321 |
|
|
|
2,321 |
|
|
Other invested assets
|
|
|
3,660 |
|
|
|
4,887 |
|
|
|
4,569 |
|
|
|
4,569 |
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt payable to bank
|
|
|
10,250 |
|
|
|
10,250 |
|
|
|
12,000 |
|
|
|
12,000 |
|
|
Junior Subordinated Debentures
|
|
|
41,238 |
|
|
|
41,238 |
|
|
|
41,238 |
|
|
|
41,238 |
|
The fair value estimates as of December 31, 2005 and 2004
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, including Short-term
Investments |
|
|
|
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
nationally quoted market prices. Certain non-redeemable
preferred stocks that do not have quoted values are carried at
estimated fair value as determined by management. |
|
|
|
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. |
|
|
|
The fair values are estimated based on quoted market prices for
those or similar investments. |
|
|
|
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. |
72
|
|
Note 16. |
Reconciliation of Other Comprehensive Income (loss) |
The Companys comprehensive income (loss) consists of net
income (loss), unrealized gains and losses on securities
available for sale, fair value adjustments to a previously
existing interest rate swap and minimum additional pension
liability, net of applicable income taxes. Other than net income
(loss), the other components of comprehensive income (loss) for
the years ended December 31, 2005, 2004 and 2003 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Net realized gain (loss) on investment securities included in
net income (loss)
|
|
$ |
(10,456 |
) |
|
$ |
2,199 |
|
|
$ |
360 |
|
|
|
|
|
|
|
|
|
|
|
Other components of comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pre-tax unrealized gains (losses) arising during year
|
|
$ |
(17,005 |
) |
|
$ |
214 |
|
|
$ |
7,813 |
|
|
Reclassification adjustment
|
|
|
10,456 |
|
|
|
(2,199 |
) |
|
|
(360 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net pre-tax unrealized gains (losses) recognized in other
comprehensive income (loss)
|
|
|
(6,549 |
) |
|
|
(1,985 |
) |
|
|
7,453 |
|
|
Fair value adjustments to interest rate swap
|
|
|
|
|
|
|
445 |
|
|
|
470 |
|
|
Minimum pension liability adjustment
|
|
|
(160 |
) |
|
|
(131 |
) |
|
|
|
|
|
Deferred income tax expense attributable to other comprehensive
income (loss)
|
|
|
2,348 |
|
|
|
585 |
|
|
|
(2,773 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(4,361 |
) |
|
$ |
(1,086 |
) |
|
$ |
5,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 17. |
Quarterly Financial Information (Unaudited) |
The following table sets forth a summary of the quarterly
unaudited results of operations for the two years in the period
ended December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
First | |
|
Second | |
|
Third | |
|
Fourth | |
|
First | |
|
Second | |
|
Third | |
|
Fourth | |
|
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue
|
|
$ |
50,273 |
|
|
$ |
50,188 |
|
|
$ |
47,787 |
|
|
$ |
36,837 |
(1) |
|
$ |
46,404 |
|
|
$ |
47,415 |
|
|
$ |
49,648 |
|
|
$ |
46,635 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$ |
(1,632 |
) |
|
$ |
1,418 |
|
|
$ |
111 |
|
|
$ |
(7,362 |
) |
|
$ |
2,181 |
|
|
$ |
1,408 |
|
|
$ |
(186 |
) |
|
$ |
918 |
|
Income tax expense (benefit)
|
|
|
(800 |
) |
|
|
176 |
|
|
|
(451 |
) |
|
|
(3,215 |
) |
|
|
673 |
|
|
|
300 |
|
|
|
(2,023 |
) |
|
|
354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(832 |
) |
|
$ |
1,242 |
|
|
$ |
562 |
|
|
$ |
(4,147 |
) |
|
$ |
1,508 |
|
|
$ |
1,108 |
|
|
$ |
1,837 |
|
|
$ |
564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$ |
(.05 |
) |
|
$ |
.04 |
|
|
$ |
.01 |
|
|
$ |
(.21 |
) |
|
$ |
.06 |
|
|
$ |
.04 |
|
|
$ |
.07 |
|
|
$ |
.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
$ |
(.05 |
) |
|
$ |
.04 |
|
|
$ |
.01 |
|
|
$ |
(.21 |
) |
|
$ |
.06 |
|
|
$ |
.04 |
|
|
$ |
.07 |
|
|
$ |
.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes a $10.7 million impairment charge for automotive
sector fixed maturity securities. |
|
(2) |
Includes a $3.1 million charge related to settlement of an
arbitration matter with a former reinsurer. |
73
|
|
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-15(e)
and 15d-15(e) of the
Securities Exchange Act of 1934). Based on that evaluation, our
management, including the Chief Executive Officer and Chief
Financial Officer, concluded that our disclosure controls and
procedures were effective. There have been no significant
changes in our internal controls and procedures or in other
factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.
|
|
Item 9B. |
Other Information |
None.
PART III
With the exception of 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, which is included in
Part II, Item 5 hereof, and the information relating
to the Companys Code of Ethics, which is included below,
all information required by Part III
(Items 10, 11, 12, 13 and 14) 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 Ratification of Independent Public
Accountants contained in the Companys definitive
proxy statement to be delivered in connection with the
Companys Annual Meeting of Shareholders to be held on
May 2, 2006.
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 the Companys annual report on
Form 10-K for the
year ended December 31, 2003 and is incorporated herein by
this reference.
74
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 Registrant |
Schedule III
|
|
|
|
Supplementary insurance information for the three years ended
December 31, 2005 |
Schedule IV
|
|
|
|
Reinsurance for the three years ended December 31, 2005 |
Schedule VI
|
|
|
|
Supplemental information concerning property-casualty insurance
operations for the three years ended December 31, 2005 |
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
registrants Form 10-K for the year ended
December 31, 2002]. |
|
|
3 |
.2 |
|
|
|
Bylaws of the registrant [incorporated by reference to
Exhibit 3.2 to the registrants Form 10-K for the
year ended December 31, 1993]. |
|
|
10 |
.01 |
|
|
|
Lease Contract between registrant and Delta Life Insurance
Company dated June 1, 1992 [incorporated by reference to
Exhibit 10.11 to the registrants Form 10-K for
the year ended December 31, 1992]. |
|
|
10 |
.02 |
|
|
|
First Amendment to Lease Contract between registrant and Delta
Life Insurance Company dated June 1, 1993 [incorporated by
reference to Exhibit 10.11.1 to the registrants
Form 10-Q for the quarter ended June 30, 1993]. |
|
|
10 |
.03 |
|
|
|
Second Amendment to Lease Contract between registrant and Delta
Life Insurance Company dated August 1, 1994 [incorporated
by reference to Exhibit 10.11.2 to the registrants
Form 10-Q for the quarter ended September 30, 1994]. |
|
|
10 |
.04 |
|
|
|
Lease Agreement between Georgia Casualty & Surety
Company and Delta Life Insurance Company dated September 1,
1991 [incorporated by reference to Exhibit 10.12 to the
registrants Form 10-K for the year ended
December 31, 1992]. |
|
|
10 |
.05 |
|
|
|
First Amendment to Lease Agreement between Georgia
Casualty & Surety Company and Delta Life Insurance
Company dated June 1,1992 [incorporated by reference to
Exhibit 10.12.1 to the registrants Form 10-K for
the year ended December 31, 1992]. |
|
|
10 |
.06 |
|
|
|
Management Agreement between registrant and Georgia
Casualty & Surety Company dated April 1, 1983
[incorporated by reference to Exhibit 10.16 to the
registrants Form 10-K for the year ended
December 31, 1986]. |
|
|
10 |
.07** |
|
|
|
Minutes of Meeting of Board of Directors of registrant held
February 25, 1992 adopting registrants 1992 Incentive
Plan together with a copy of that plan, as adopted [incorporated
by reference to Exhibit 10.21 to the registrants
Form 10-K for the year ended December 31, 1991]. |
|
|
10 |
.08 |
|
|
|
Loan and Security Agreement dated August 26, 1991, between
registrants three insurance subsidiaries named therein and
Leath Furniture, Inc. [incorporated by reference to
Exhibit 10.38 to the registrants Form 10-K for
the year ended December 31, 1992]. |
|
|
10 |
.09 |
|
|
|
First amendment to the amended and reissued mortgage note dated
January 1, 1992, [incorporated by reference to
Exhibit 10.38.1 to the registrants Form 10-K for
the year ended December 31, 1992]. |
75
|
|
|
|
|
|
|
|
|
10 |
.10 |
|
|
|
Intercreditor Agreement dated August 26, 1991, between
Leath Furniture, Inc., the registrant and the registrants
three insurance subsidiaries named therein [incorporated by
reference to Exhibit 10.39 to the registrants
Form 10-K for the year ended December 31, 1992]. |
|
|
10 |
.11 |
|
|
|
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 registrants
Form 10-Q for the quarter ended September 30, 1993]. |
|
|
10 |
.12 |
|
|
|
Tax allocation agreement dated January 28, 1994, between
registrant and registrants subsidiaries [incorporated by
reference to Exhibit 10.44 to the registrants
Form 10-K for the year ended December 31, 1993]. |
|
|
10 |
.13 |
|
|
|
Indenture of Trust, dated as of June 24, 1999, by and
between Atlantic American Corporation and The Bank of New York,
as Trustee [incorporated by reference to Exhibit 10.1 to
the registrants Form 8-K dated July 16, 1999]. |
|
|
10 |
.14 |
|
|
|
Reimbursement and Security Agreement, dated as of June 24,
1999, between Atlantic American Corporation and Wachovia Bank of
Georgia, N.A. [incorporated by reference to Exhibit 10.3 to
the registrants Form 8-K dated July 16, 1999]. |
|
|
10 |
.15 |
|
|
|
Revolving Credit Facility, dated as of July 1, 1999 between
Atlantic American Corporation and Wachovia Bank, N.A.
[incorporated by reference to Exhibit 10.3 to the
registrants Form 8-K dated July 16, 1999]. |
|
|
10 |
.16 |
|
|
|
First Amendment, dated as of March 24, 2000, to Credit
Agreement, dated as of July 1, 1999, between Atlantic
American Corporation and Wachovia Bank, N.A. [incorporated by
reference to Exhibit 10.1 to the registrants
Form 10-Q for the quarter ended June 30, 2000]. |
|
|
10 |
.17 |
|
|
|
Second Amendment, dated February 9, 2001, to Credit
Agreement, dated as of July 1, 1999, between Atlantic
American Corporation and Wachovia Bank, N.A. [incorporated by
reference to Exhibit 10.18 to the registrants
Form 10-K for the year ended December 31, 2000]. |
|
|
10 |
.18 |
|
|
|
Third Amendment, dated as of December 31, 2001 to Credit
Agreement, dated as of July 1, 1999, between Atlantic
American Corporation and Wachovia Bank, N.A. [incorporated by
reference to Exhibit 10.19 to the registrants
Form 10-K for the year ended December 31, 2001]. |
|
|
10 |
.19 |
|
|
|
Fourth Amendment, dated November 21, 2002, to Credit
Agreement, dated as of July 1, 1999, between Atlantic
American Corporation and Wachovia Bank, N.A. [incorporated by
reference to Exhibit 10.19 to the registrants
Form 10-K for the year ended December 31, 2002]. |
|
|
10 |
.20 |
|
|
|
Fifth Amendment, dated April 23, 2003, to Credit Agreement,
dated as of July 1, 1999, between Atlantic American
Corporation and Wachovia Bank, N.A. [incorporated by reference
to Exhibit 10.1 to the registrants Form 10-Q for
the quarter ended June 30, 2003]. |
|
|
10 |
.21 |
|
|
|
Amended and Restated Credit Agreement, dated as of June 30,
2003, between Atlantic American Corporation and Wachovia Bank,
N.A. [incorporated by reference to Exhibit 10.2 to the
registrants Form 10-Q for the quarter ended
June 30, 2003]. |
|
|
10 |
.22** |
|
|
|
Atlantic American Corporation 1992 Incentive Plan [incorporated
by reference to Exhibit 4 to the registrants
Form S-8 filed on November 1, 1999]. |
|
|
10 |
.23** |
|
|
|
Atlantic American Corporation 1996 Director Stock Option
Plan [incorporated by reference to Exhibit 4 to the
registrants Form S-8 filed on November 1, 1999]. |
|
|
10 |
.24** |
|
|
|
Atlantic American Corporation 2002 Stock Incentive Plan
[incorporated by reference to Exhibit 4.1 to the
registrants Form S-8 filed on August 2, 2002]. |
|
|
10 |
.25 |
|
|
|
Summary Terms of Consulting Arrangement between Atlantic
American Corporation and Samuel E. Hudgins, entered
into in June 2002 [incorporated by reference to
Exhibit 10.23 to the registrants Form 10-K for
the year ended December 31, 2002]. |
|
|
10 |
.26 |
|
|
|
First Amendment, effective as of May 2, 2005, to Amended
and Restated Credit Agreement, dated as of June 30, 2003,
between Atlantic American Corporation and Wachovia Bank, N.A.
[incorporated by reference to Exhibit 10.26 to registrants
Form 10-Q for the quarter ended June 30, 2005]. |
76
|
|
|
|
|
|
|
|
|
10 |
.27 |
|
|
|
Term Loan Credit Agreement, dated as of February 28, 2006
between Atlantic American Corporation and Wachovia Bank, N.A.
[incorporated by reference to Exhibit 10.1 to the
registrants Form 8-K dated March 3, 2006]. |
|
|
10 |
.28 |
|
|
|
Second Amendment, effective as of December 31, 2005, to
Amended and Restated Credit Agreement, dated as of June 30,
2003 and First Amendment effective as of February 28, 2006,
to Term Loan Credit Agreement dated as of February 28,
2006, both between Atlantic American Corporation and Wachovia
Bank, N.A. [incorporated by reference to Exhibits 10.1 and
10.2, respectively to the registrants Form 8-K dated
March 31, 2006]. |
|
|
14 |
.1 |
|
|
|
Code of Ethics [incorporated by reference to Exhibit 14.1
to the registrants Form 10-K for the year ended
December 31, 2003]. |
|
|
21 |
.1 |
|
|
|
Subsidiaries of the registrant. |
|
|
23 |
.1 |
|
|
|
Consent of Deloitte & Touche LLP, Independent
Registered Public Accounting Firm. |
|
|
31 |
.1 |
|
|
|
Certification of the Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31 |
.2 |
|
|
|
Certification of the Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32 |
.1 |
|
|
|
Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
|
* |
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 Commissions 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. |
77
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.
|
|
|
(Registrant) Atlantic
American Corporation
|
|
|
|
|
By: |
/s/ John G.
Sample, Jr.
|
|
|
|
|
|
John G. Sample, Jr. |
|
Senior Vice President and Chief Financial Officer |
Date: March 31, 2006
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
J. Mack Robinson |
|
Chairman of the Board |
|
March 31, 2006 |
|
/s/ Hilton H. Howell,
Jr.
Hilton H. Howell, Jr. |
|
President, Chief Executive Officer
and Director (Principal Executive
Officer) |
|
March 31, 2006 |
|
/s/ John G. Sample, Jr.
John G. Sample, Jr. |
|
Senior Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer) |
|
March 31, 2006 |
|
/s/ Edward E. Elson
Edward E. Elson |
|
Director |
|
March 31, 2006 |
|
/s/ Samuel E. Hudgins
Samuel E. Hudgins |
|
Director |
|
March 31, 2006 |
|
/s/ D. Raymond Riddle
D. Raymond Riddle |
|
Director |
|
March 31, 2006 |
|
/s/ Harriett J.
Robinson
Harriett J. Robinson |
|
Director |
|
March 31, 2006 |
|
/s/ Scott G. Thompson
Scott G. Thompson |
|
Director |
|
March 31, 2006 |
|
/s/ Mark C. West
Mark C. West |
|
Director |
|
March 31, 2006 |
78
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ William H.
Whaley, M.D.
William H. Whaley, M.D. |
|
Director |
|
March 31, 2006 |
|
/s/ Dom H. Wyant
Dom H. Wyant |
|
Director |
|
March 31, 2006 |
|
/s/ Harold K. Fischer
Harold K. Fischer |
|
Director |
|
March 31, 2006 |
79
SCHEDULE II
Page 1 of 3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
ASSETS |
Cash and short-term investments
|
|
$ |
2,348 |
|
|
$ |
558 |
|
Investment in subsidiaries
|
|
|
132,385 |
|
|
|
149,534 |
|
Investment in unconsolidated trusts
|
|
|
1,238 |
|
|
|
1,238 |
|
Deferred tax asset, net
|
|
|
5,578 |
|
|
|
|
|
Income taxes receivable from subsidiaries
|
|
|
3,082 |
|
|
|
2,419 |
|
Other assets
|
|
|
2,148 |
|
|
|
2,719 |
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
146,779 |
|
|
$ |
156,468 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Deferred tax liability, net
|
|
$ |
|
|
|
$ |
1,045 |
|
Other payables
|
|
|
14,838 |
|
|
|
13,225 |
|
Debt payable to bank
|
|
|
10,250 |
|
|
|
12,000 |
|
Junior subordinated debentures
|
|
|
41,238 |
|
|
|
41,238 |
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
66,326 |
|
|
|
67,508 |
|
Shareholders equity
|
|
|
80,453 |
|
|
|
88,960 |
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
146,779 |
|
|
$ |
156,468 |
|
|
|
|
|
|
|
|
II-1
SCHEDULE II
Page 2 of 3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees, rentals and interest income from subsidiaries
|
|
$ |
9,832 |
|
|
$ |
9,015 |
|
|
$ |
7,599 |
|
|
Distributed earnings from subsidiaries
|
|
|
13,242 |
|
|
|
5,803 |
|
|
|
5,728 |
|
|
Other
|
|
|
188 |
|
|
|
506 |
|
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
23,262 |
|
|
|
15,324 |
|
|
|
13,447 |
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
14,165 |
|
|
|
12,772 |
|
|
|
12,005 |
|
INTEREST EXPENSE
|
|
|
3,611 |
|
|
|
3,071 |
|
|
|
3,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,486 |
|
|
|
(519 |
) |
|
|
(1,678 |
) |
INCOME TAX BENEFIT(1)
|
|
|
7,400 |
|
|
|
2,832 |
|
|
|
4,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,886 |
|
|
|
2,313 |
|
|
|
3,069 |
|
EQUITY IN UNDISTRIBUTED EARNINGS (LOSSES) OF SUBSIDIARIES,
NET
|
|
|
(16,061 |
) |
|
|
2,704 |
|
|
|
3,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$ |
(3,175 |
) |
|
$ |
5,017 |
|
|
$ |
6,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
Companys income tax benefit results from the utilization
of the parent company separate return loss to reduce the
consolidated taxable income of the Company and its subsidiaries. |
II-2
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, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(3,175 |
) |
|
$ |
5,017 |
|
|
$ |
6,844 |
|
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains
|
|
|
(72 |
) |
|
|
(72 |
) |
|
|
|
|
|
|
Depreciation and amortization
|
|
|
776 |
|
|
|
802 |
|
|
|
798 |
|
|
|
Compensation expense related to share awards
|
|
|
65 |
|
|
|
203 |
|
|
|
126 |
|
|
|
Equity in undistributed (earnings) losses of consolidated
subsidiaries
|
|
|
16,061 |
|
|
|
(2,704 |
) |
|
|
(3,775 |
) |
|
|
(Increase) decrease in intercompany taxes
|
|
|
(663 |
) |
|
|
1,567 |
|
|
|
(2,627 |
) |
|
|
Deferred income tax benefit
|
|
|
(4,275 |
) |
|
|
(834 |
) |
|
|
(1,163 |
) |
|
|
Increase (decrease) in other liabilities
|
|
|
406 |
|
|
|
(104 |
) |
|
|
90 |
|
|
|
Other, net
|
|
|
218 |
|
|
|
444 |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
9,341 |
|
|
|
4,319 |
|
|
|
286 |
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization of trusts
|
|
|
|
|
|
|
|
|
|
|
(696 |
) |
|
Capital contribution to subsidiaries
|
|
|
(5,550 |
) |
|
|
(900 |
) |
|
|
(2,250 |
) |
|
Additions to property and equipment
|
|
|
(153 |
) |
|
|
(509 |
) |
|
|
(337 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(5,703 |
) |
|
|
(1,409 |
) |
|
|
(3,283 |
) |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from junior subordinated debentures
|
|
|
|
|
|
|
|
|
|
|
22,520 |
|
|
Preferred stock redemption
|
|
|
|
|
|
|
(500 |
) |
|
|
(2,000 |
) |
|
Preferred stock dividends to affiliated shareholders
|
|
|
|
|
|
|
(10 |
) |
|
|
(143 |
) |
|
Purchase of treasury shares
|
|
|
(132 |
) |
|
|
(747 |
) |
|
|
(396 |
) |
|
Repayments of debt
|
|
|
(1,750 |
) |
|
|
(3,000 |
) |
|
|
(17,000 |
) |
|
Proceeds from exercise of stock options
|
|
|
34 |
|
|
|
154 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(1,848 |
) |
|
|
(4,103 |
) |
|
|
3,006 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
1,790 |
|
|
|
(1,193 |
) |
|
|
9 |
|
Cash at beginning of year
|
|
|
558 |
|
|
|
1,751 |
|
|
|
1,742 |
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year
|
|
$ |
2,348 |
|
|
$ |
558 |
|
|
$ |
1,751 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$ |
3,470 |
|
|
$ |
3,189 |
|
|
$ |
3,285 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$ |
300 |
|
|
$ |
1,200 |
|
|
$ |
514 |
|
|
|
|
|
|
|
|
|
|
|
II-3
SCHEDULE III
Page 1 of 2
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future Policy | |
|
|
|
|
|
|
|
|
Benefits, Losses, | |
|
|
|
Other Policy | |
|
|
Deferred | |
|
Claims and Loss | |
|
Unearned | |
|
Claims and | |
Segment |
|
Acquisition Costs | |
|
Reserves | |
|
Premiums | |
|
Benefits Payable | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
16,957 |
|
|
$ |
61,580 |
|
|
$ |
4,011 |
|
|
$ |
2,445 |
|
|
American Southern
|
|
|
5,194 |
|
|
|
43,593 |
|
|
|
26,185 |
|
|
|
3,054 |
|
|
Association Casualty
|
|
|
2,175 |
|
|
|
44,813 |
|
|
|
13,699 |
|
|
|
|
|
|
Georgia Casualty
|
|
|
3,509 |
|
|
|
69,987 |
|
|
|
16,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,835 |
|
|
$ |
219,973 |
(1) |
|
$ |
60,879 |
|
|
$ |
5,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
18,175 |
|
|
$ |
60,604 |
|
|
$ |
4,350 |
|
|
$ |
2,516 |
|
|
American Southern
|
|
|
4,852 |
|
|
|
42,307 |
|
|
|
24,578 |
|
|
|
2,488 |
|
|
Association Casualty
|
|
|
1,916 |
|
|
|
45,489 |
|
|
|
13,624 |
|
|
|
|
|
|
Georgia Casualty
|
|
|
5,415 |
|
|
|
68,619 |
|
|
|
27,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,358 |
|
|
$ |
217,019 |
(2) |
|
$ |
70,264 |
|
|
$ |
5,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
18,647 |
|
|
$ |
57,758 |
|
|
$ |
3,986 |
|
|
$ |
2,414 |
|
|
American Southern
|
|
|
3,578 |
|
|
|
39,042 |
|
|
|
21,118 |
|
|
|
2,863 |
|
|
Association Casualty
|
|
|
1,847 |
|
|
|
44,497 |
|
|
|
12,485 |
|
|
|
|
|
|
Georgia Casualty
|
|
|
3,924 |
|
|
|
56,021 |
|
|
|
23,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,996 |
|
|
$ |
197,318 |
(3) |
|
$ |
61,150 |
|
|
$ |
5,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes future policy benefits of $51,356 and losses and claims
of $168,617. |
|
(2) |
Includes future policy benefits of $49,886 and losses and claims
of $167,133. |
|
(3) |
Includes future policy benefits of $47,226 and losses and claims
of $150,092. |
III-1
SCHEDULE III
Page 2 of 2
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits, | |
|
Amortization | |
|
|
|
|
|
|
|
|
Net | |
|
Claims, Losses | |
|
of Deferred | |
|
Other | |
|
Casualty | |
|
|
Premium | |
|
Investment | |
|
and Settlement | |
|
Acquisition | |
|
Operating | |
|
Premiums | |
Segment |
|
Revenue | |
|
Income | |
|
Expenses | |
|
Costs | |
|
Expenses | |
|
Written | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
65,904 |
|
|
$ |
5,866 |
|
|
$ |
46,375 |
|
|
$ |
1,927 |
|
|
$ |
17,745 |
|
|
$ |
|
|
|
American Southern
|
|
|
51,447 |
|
|
|
4,821 |
|
|
|
24,827 |
|
|
|
12,240 |
|
|
|
11,093 |
|
|
|
52,983 |
|
|
Association Casualty
|
|
|
20,972 |
|
|
|
2,497 |
|
|
|
12,410 |
|
|
|
3,867 |
|
|
|
5,007 |
|
|
|
20,137 |
|
|
Georgia Casualty
|
|
|
39,270 |
|
|
|
3,261 |
|
|
|
32,064 |
|
|
|
8,230 |
|
|
|
8,377 |
|
|
|
27,700 |
|
|
Other
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
8,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
177,593 |
|
|
$ |
16,460 |
|
|
$ |
115,676 |
|
|
$ |
26,264 |
|
|
$ |
50,610 |
|
|
$ |
100,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
65,442 |
|
|
$ |
5,349 |
|
|
$ |
45,827 |
|
|
$ |
1,520 |
|
|
$ |
18,159 |
|
|
$ |
|
|
|
American Southern
|
|
|
48,062 |
|
|
|
4,599 |
|
|
|
24,795 |
|
|
|
10,517 |
|
|
|
9,941 |
|
|
|
51,010 |
|
|
Association Casualty
|
|
|
22,681 |
|
|
|
2,284 |
|
|
|
13,785 |
|
|
|
3,867 |
|
|
|
5,532 |
|
|
|
23,532 |
|
|
Georgia Casualty
|
|
|
34,675 |
|
|
|
3,397 |
|
|
|
28,670 |
|
|
|
6,942 |
|
|
|
8,897 |
|
|
|
41,953 |
|
|
Other
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
7,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
170,860 |
|
|
$ |
15,640 |
|
|
$ |
113,077 |
|
|
$ |
22,846 |
|
|
$ |
49,858 |
|
|
$ |
116,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
62,683 |
|
|
$ |
5,292 |
|
|
$ |
43,863 |
|
|
$ |
1,714 |
|
|
$ |
17,487 |
|
|
$ |
|
|
|
American Southern
|
|
|
37,358 |
|
|
|
4,357 |
|
|
|
20,977 |
|
|
|
6,557 |
|
|
|
6,821 |
|
|
|
37,958 |
|
|
Association Casualty
|
|
|
20,352 |
|
|
|
2,178 |
|
|
|
15,245 |
|
|
|
3,503 |
|
|
|
4,640 |
|
|
|
22,269 |
|
|
Georgia Casualty
|
|
|
34,319 |
|
|
|
3,505 |
|
|
|
22,258 |
|
|
|
6,704 |
|
|
|
7,446 |
|
|
|
37,272 |
|
|
Other
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
7,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
154,712 |
|
|
$ |
15,359 |
|
|
$ |
102,343 |
|
|
$ |
18,478 |
|
|
$ |
44,254 |
|
|
$ |
97,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
III-2
SCHEDULE IV
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
REINSURANCE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ceded To | |
|
Assumed | |
|
|
|
Percentage of | |
|
|
Direct | |
|
Other | |
|
From Other | |
|
Net | |
|
Amount Assumed | |
|
|
Amount | |
|
Companies | |
|
Companies | |
|
Amounts | |
|
To Net | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Year ended December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force
|
|
$ |
276,996 |
|
|
$ |
(33,025 |
) |
|
$ |
|
|
|
$ |
243,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
65,734 |
|
|
$ |
(191 |
) |
|
$ |
361 |
|
|
$ |
65,904 |
|
|
|
0.5 |
% |
American Southern
|
|
|
51,941 |
|
|
|
(9,034 |
) |
|
|
8,540 |
|
|
|
51,447 |
|
|
|
16.6 |
% |
Association Casualty
|
|
|
25,749 |
|
|
|
(4,777 |
) |
|
|
|
|
|
|
20,972 |
|
|
|
|
|
Georgia Casualty
|
|
|
34,609 |
|
|
|
(19,095 |
) |
|
|
23,756 |
|
|
|
39,270 |
|
|
|
60.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums
|
|
$ |
178,033 |
|
|
$ |
(33,097 |
) |
|
$ |
32,657 |
|
|
$ |
177,593 |
|
|
|
18.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force
|
|
$ |
288,808 |
|
|
$ |
(28,582 |
) |
|
$ |
|
|
|
$ |
260,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
65,103 |
|
|
$ |
(75 |
) |
|
$ |
414 |
|
|
$ |
65,442 |
|
|
|
0.6 |
% |
American Southern
|
|
|
45,688 |
|
|
|
(9,019 |
) |
|
|
11,393 |
|
|
|
48,062 |
|
|
|
23.7 |
% |
Association Casualty
|
|
|
27,095 |
|
|
|
(4,414 |
) |
|
|
|
|
|
|
22,681 |
|
|
|
|
|
Georgia Casualty
|
|
|
36,393 |
|
|
|
(20,609 |
) |
|
|
18,891 |
|
|
|
34,675 |
|
|
|
54.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums
|
|
$ |
174,279 |
|
|
$ |
(34,117 |
) |
|
$ |
30,698 |
|
|
$ |
170,860 |
|
|
|
18.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force
|
|
$ |
305,793 |
|
|
$ |
(25,048 |
) |
|
$ |
|
|
|
$ |
280,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Fidelity
|
|
$ |
62,255 |
|
|
$ |
(62 |
) |
|
$ |
490 |
|
|
$ |
62,683 |
|
|
|
0.8 |
% |
American Southern
|
|
|
35,438 |
|
|
|
(6,436 |
) |
|
|
8,356 |
|
|
|
37,358 |
|
|
|
22.4 |
% |
Association Casualty
|
|
|
24,515 |
|
|
|
(4,163 |
) |
|
|
|
|
|
|
20,352 |
|
|
|
|
|
Georgia Casualty
|
|
|
36,807 |
|
|
|
(17,358 |
) |
|
|
14,870 |
|
|
|
34,319 |
|
|
|
43.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premiums
|
|
$ |
159,015 |
|
|
$ |
(28,019 |
) |
|
$ |
23,716 |
|
|
$ |
154,712 |
|
|
|
15.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV-1
SCHEDULE VI
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims and Claim | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses | |
|
|
|
Paid | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred Related To | |
|
Amortization | |
|
Claims | |
|
|
|
|
Deferred | |
|
|
|
|
|
|
|
Net | |
|
| |
|
of Deferred | |
|
and Claim | |
|
|
|
|
Policy | |
|
|
|
Unearned | |
|
Earned | |
|
Investment | |
|
Current | |
|
Prior | |
|
Acquisition | |
|
Adjustment | |
|
Premiums | |
Year Ended |
|
Acquisition | |
|
Reserves | |
|
Premium | |
|
Premium | |
|
Income | |
|
Year | |
|
Years | |
|
Costs | |
|
Expenses | |
|
Written | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
December 31, 2005
|
|
$ |
10,878 |
|
|
$ |
158,393 |
|
|
$ |
56,868 |
|
|
$ |
111,689 |
|
|
$ |
10,579 |
|
|
$ |
72,866 |
|
|
$ |
(3,548 |
) |
|
$ |
24,337 |
|
|
$ |
63,263 |
|
|
$ |
100,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004
|
|
$ |
12,183 |
|
|
$ |
156,415 |
|
|
$ |
65,914 |
|
|
$ |
105,418 |
|
|
$ |
10,280 |
|
|
$ |
66,599 |
|
|
$ |
717 |
|
|
$ |
21,326 |
|
|
$ |
66,138 |
|
|
$ |
116,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003
|
|
$ |
9,349 |
|
|
$ |
139,560 |
|
|
$ |
57,164 |
|
|
$ |
92,029 |
|
|
$ |
10,040 |
|
|
$ |
57,038 |
|
|
$ |
1,516 |
|
|
$ |
16,764 |
|
|
$ |
61,168 |
|
|
$ |
97,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VI-1
.
.
.
EXHIBIT 21.1
Subsidiaries of the Registrant
SUBSIDIARY STATE OF FORMATION
American Safety Insurance Company Georgia
American Southern Insurance Company Kansas
Association Casualty Insurance Company Texas
Association Risk Management General Agency, Inc. Texas
Bankers Fidelity Life Insurance Company Georgia
Georgia Casualty & Surety Company Georgia
Self-Insurance Administrators, Inc. Georgia
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No.
333-90063, 333-90057 and 333-97567 of Atlantic American Corporation on Form S-8
of our report dated March 31, 2006 relating to the consolidated financial
statements and financial statement schedules of Atlantic American Corporation
appearing in this Annual Report on Form 10-K of Atlantic American Corporation
for the year ended December 31, 2005.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 31, 2006
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 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)) for the
registrant and we 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) 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
c) 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 31, 2006 /s/ Hilton H. Howell, Jr.
--------------------------------------------
Hilton H. Howell, Jr.
President and Chief Executive Officer
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 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)) for the
registrant and we 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) 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
c) 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 31, 2006 /s/ John G. Sample, Jr.
---------------------------------------
John G. Sample, Jr.
Senior Vice President and
Chief Financial Officer
EXHIBIT 32.1
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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, 2005, 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 31, 2006 /s/ Hilton H. Howell, Jr.
------------------------------------
Hilton H. Howell, Jr.
President and Chief Executive Officer
Date: March 31, 2006 /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.