UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2024
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 0-3722
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(404 ) 266-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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
☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting
company ☑ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☑
The total number of shares of the registrant’s Common Stock, $1 par value, outstanding on March 31, 2024 was 20,399,758 .
ATLANTIC AMERICAN CORPORATION
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2
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Part I.
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Financial Information
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Item 1.
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3
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3
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4
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5
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6
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7
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8
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Item 2.
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19
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Item 4.
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24
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Part II.
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Other Information
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Item 2.
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26
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Item 5.
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26
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Item 6.
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26
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27
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This report contains and references certain information that constitutes forward-looking statements as that term is defined in the
federal securities laws. Forward-looking statements are all statements other than those of historical fact. Such forward-looking statements are made based upon management’s current assessments of various risks and uncertainties, as well as
assumptions made in accordance with the “safe harbor” provisions of the federal securities laws. Forward-looking statements are inherently subject to various risks and uncertainties and the Company’s actual results could differ materially from the
results expressed in or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and other
subsequent filings made by the Company from time to time with the Securities and Exchange Commission. In addition, other risks and uncertainties not known by us, or that we currently determine to not be material, may materially adversely affect our
financial condition, results of operations or cash flows. The Company undertakes no obligation to update any forward-looking statement as a result of subsequent developments, changes in underlying assumptions or facts, or otherwise, except as may
be required by law.
PART I. FINANCIAL INFORMATION
ATLANTIC AMERICAN CORPORATION
(In thousands, except share and per share data)
|
Unaudited
March 31,
2024
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December 31,
2023
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|||||||
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ASSETS
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||||||||
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Cash and cash equivalents
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$
|
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$
|
|
||||
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Investments:
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||||||||
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Fixed maturities, available-for-sale, at fair value (amortized cost: $
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|
|
||||||
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Equity securities, at fair value (cost: $
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|
|
||||||
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Other invested assets (cost: $
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||||||
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Policy loans
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||||||
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Real estate
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||||||
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Investment in unconsolidated trusts
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||||||
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Total investments
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||||||
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Receivables:
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||||||||
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Reinsurance (net of allowance for expected credit losses of $
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|
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||||||
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Insurance premiums and other (net of allowance for expected credit losses of $
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||||||
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Deferred income taxes, net
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||||||
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Deferred acquisition costs
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||||||
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Other assets
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||||||
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Intangibles
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|
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||||||
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Total assets
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$
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|
$
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|
||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
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Insurance reserves and policyholder funds:
|
||||||||
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Future policy benefits
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$
|
|
$
|
|
||||
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Unearned premiums
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|
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||||||
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Losses and claims
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|
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||||||
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Other policy liabilities
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||||||
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Total insurance reserves and policyholder funds
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||||||
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Accounts payable and accrued expenses
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||||||
| Revolving credit facility |
||||||||
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Junior subordinated debenture obligations, net
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|
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||||||
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Total liabilities
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|
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||||||
| Commitments and contingencies (Note 12) | ||||||||
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Shareholders’ equity:
|
||||||||
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Preferred stock, $
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|
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||||||
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Common stock, $
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||||||
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Additional paid-in capital
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|
|
||||||
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Retained earnings
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|
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||||||
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Accumulated other comprehensive loss
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(
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)
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(
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)
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||||
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Unearned stock grant compensation
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(
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)
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(
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)
|
||||
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Treasury stock, at cost:
|
(
|
)
|
(
|
)
|
||||
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Total shareholders’ equity
|
|
|
||||||
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Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(Unaudited; In thousands, except per share data)
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Three Months Ended
March 31,
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||||||||
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2024
|
2023
|
|||||||
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Revenue:
|
||||||||
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Insurance premiums, net
|
$
|
|
$
|
|
||||
|
Net investment income
|
|
|
||||||
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Unrealized losses on equity securities, net
|
(
|
)
|
(
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)
|
||||
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Other income
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|
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||||||
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Total revenue
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||||||
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Benefits and expenses:
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||||||||
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Insurance benefits and losses incurred
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||||||
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Commissions and underwriting expenses
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||||||
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Interest expense
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Other expense
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||||||
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Total benefits and expenses
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||||||
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Loss before income taxes
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(
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)
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(
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)
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||||
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Income tax benefit
|
(
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)
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(
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)
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||||
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Net loss
|
(
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)
|
(
|
)
|
||||
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Preferred stock dividends
|
(
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)
|
(
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)
|
||||
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Net loss applicable to common shareholders
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$
|
(
|
)
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$
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(
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)
|
||
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Loss per common share (basic and diluted)
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$
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(
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)
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$ | ( |
) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(Unaudited; In thousands)
|
Three Months Ended
March 31,
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||||||||
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2024
|
2023
|
|||||||
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Net loss
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$
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(
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)
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$
|
(
|
)
|
||
|
Other comprehensive income (loss):
|
||||||||
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Available-for-sale fixed maturity securities:
|
||||||||
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Gross unrealized holding gains (losses) arising in the period
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(
|
)
|
|
|||||
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Related income tax effect
|
|
(
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)
|
|||||
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Subtotal
|
(
|
)
|
|
|||||
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Total other comprehensive income (loss), net of tax
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(
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)
|
|
|||||
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Total comprehensive income (loss)
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$
|
(
|
)
|
$
|
|
|||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(Unaudited; In thousands except share and per share data)
|
Three Months Ended
March 31,
|
||||||||
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2024
|
2023
|
|||||||
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Preferred stock:
|
||||||||
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Balance, beginning of period
|
$
|
|
$
|
|
||||
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Balance, end of period
|
|
|
||||||
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Common stock:
|
||||||||
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Balance, beginning of period
|
|
|
||||||
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Balance, end of period
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||||||
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Additional paid-in capital:
|
||||||||
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Balance, beginning of period
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|
|
||||||
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Balance, end of period
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|
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||||||
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Retained earnings:
|
||||||||
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Balance, beginning of period
|
|
|
||||||
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|
—
|
(
|
)
|
|||||
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Net loss
|
( |
) | ( |
) | ||||
|
Dividends on common stock
|
(
|
)
|
|
|||||
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Dividends accrued on preferred stock
|
(
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)
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(
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)
|
||||
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Balance, end of period
|
|
|
||||||
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Accumulated other comprehensive loss:
|
||||||||
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Balance, beginning of period
|
(
|
)
|
(
|
)
|
||||
|
Other comprehensive income (loss), net of tax
|
(
|
)
|
|
|||||
|
Balance, end of period
|
(
|
)
|
(
|
)
|
||||
|
Unearned stock grant compensation:
|
||||||||
|
Balance, beginning of period
|
(
|
)
|
(
|
)
|
||||
|
Amortization of unearned compensation
|
|
|
||||||
|
Balance, end of period
|
(
|
)
|
(
|
)
|
||||
|
Treasury stock:
|
||||||||
|
Balance, beginning of period
|
(
|
)
|
(
|
)
|
||||
|
Net shares acquired related to employee share-based compensation plans
|
( |
) | ( |
) | ||||
|
Balance, end of period
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ equity
|
$
|
|
$
|
|
||||
|
Dividends declared on common stock per share
|
$
|
|
$
|
|
||||
|
Common shares outstanding:
|
||||||||
|
Balance, beginning of period
|
||||||||
| Net shares acquired under employee share-based compensation plans | ( |
) | ( |
) | ||||
|
Balance, end of period
|
||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(Unaudited; In thousands)
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Adjustments to reconcile net loss income to net cash used in operating activities:
|
||||||||
|
Amortization of acquisition costs, net
|
|
|
||||||
|
Unrealized losses on equity securities, net
|
|
|
||||||
|
Losses from equity method investees
|
||||||||
|
Compensation expense related to share awards
|
|
|
||||||
|
Provision for credit losses
|
( |
) | ||||||
|
Depreciation and amortization
|
|
|
||||||
|
Deferred income tax benefit
|
(
|
)
|
(
|
)
|
||||
|
Decrease in receivables, net
|
|
|||||||
|
Decrease in insurance reserves and policyholder funds
|
(
|
)
|
(
|
)
|
||||
|
Decrease in accounts payable and accrued expenses
|
(
|
)
|
(
|
)
|
||||
|
Other, net
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Proceeds from investments sold
|
|
|
||||||
|
Proceeds from investments matured, called or redeemed
|
|
|
||||||
|
Investments purchased
|
(
|
)
|
(
|
)
|
||||
|
Additions to property and equipment
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Treasury stock acquired — net employee share-based compensation
|
( |
) | ( |
) | ||||
|
Proceeds from revolving credit facility, net
|
||||||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net decrease in cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
|
Cash and cash equivalents at beginning of period
|
|
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
|
$
|
|
||||
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
|
Cash paid for interest
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
(Unaudited; Dollars in thousands, except per share amounts)
| Note 1. |
Basis of Presentation and Significant Accounting Policies
|
The
accompanying unaudited condensed consolidated financial statements include the accounts of Atlantic American Corporation (the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”). The Parent’s primary operating subsidiaries,
American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company (together
known as “Bankers Fidelity”), operate in two principal business units. American Southern operates in the property and casualty insurance
market, while Bankers Fidelity operates in the life and health insurance market. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information
and notes required by GAAP for audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The unaudited
condensed consolidated financial statements included herein and these related notes should be read in conjunction with the Company’s consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2023 (the “2023 Annual Report”). For more information regarding Significant Accounting Policies, see the “Summary of Significant Accounting Policies” section of Note 1 of Notes to Consolidated Financial Statements in the
2023 Annual Report. The Company’s financial condition and results of operations and cash flows as of and for the three month period ended March 31, 2024 are not necessarily indicative of the financial condition or results of operations and cash
flows that may be expected for the year ending December 31, 2024 or for any other future period.
The
preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. To the extent that the Company changes its accounting for, or presentation of, items
in the financial statements, the presentation of such amounts in prior periods is changed to conform to the current period presentation, if appropriate, and disclosed, if material.
| Note 2. |
Recently Issued Accounting Standards
|
Future Adoption of New Accounting Standards
For more information regarding accounting standards that the Company has not yet
adopted, see the “Recently Issued Accounting Standards - Future Adoption of New Accounting Standards” section of Note 1 of Notes to Consolidated Financial Statements in the 2023 Annual Report.
| Note 3. |
Investments
|
The following tables set forth the estimated fair value, gross unrealized gains, gross unrealized losses, allowance for credit losses and cost or amortized cost of the Company’s investments in fixed maturities and
equity securities, aggregated by type and industry, as of March 31, 2024 and December 31, 2023.
Fixed maturities were comprised of the following:
|
March 31, 2024
|
||||||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Allowance for
Credit Losses
|
Cost or
Amortized
Cost
|
||||||||||||||||
|
Fixed maturities:
|
||||||||||||||||||||
|
Bonds:
|
||||||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||||
|
Obligations of states and political subdivisions
|
||||||||||||||||||||
|
Corporate securities:
|
||||||||||||||||||||
|
Utilities and telecom
|
||||||||||||||||||||
|
Financial services
|
||||||||||||||||||||
|
Other business – diversified
|
||||||||||||||||||||
|
Other consumer – diversified
|
||||||||||||||||||||
|
Total corporate securities
|
||||||||||||||||||||
|
Redeemable preferred stocks:
|
||||||||||||||||||||
|
Other consumer – diversified
|
||||||||||||||||||||
|
Total redeemable preferred stocks
|
||||||||||||||||||||
|
Total fixed maturities
|
$ | $ | $ | $ |
$ | |||||||||||||||
| December 31, 2023 | ||||||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Allowance for
Credit Losses
|
Cost or
Amortized
Cost
|
||||||||||||||||
|
Fixed maturities:
|
||||||||||||||||||||
|
Bonds:
|
||||||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
|
$
|
|
$
|
|
$
|
|
$ |
|||||||||||
|
Obligations of states and political subdivisions
|
||||||||||||||||||||
|
Corporate securities:
|
||||||||||||||||||||
|
Utilities and telecom
|
||||||||||||||||||||
|
Financial services
|
||||||||||||||||||||
|
Other business – diversified
|
||||||||||||||||||||
|
Other consumer – diversified
|
||||||||||||||||||||
|
Total corporate securities
|
||||||||||||||||||||
|
Redeemable preferred stocks:
|
||||||||||||||||||||
|
Other consumer – diversified
|
||||||||||||||||||||
|
Total redeemable preferred stocks
|
||||||||||||||||||||
|
Total fixed maturities
|
$ | $ | $ | $ | $ |
|||||||||||||||
Bonds having an amortized cost of $14,676
and $14,647 and included in the tables above were on deposit with insurance regulatory authorities as of March 31, 2024 and December 31,
2023, respectively, in accordance with statutory requirements. In addition, the Company maintains cash and cash equivalents on deposit with insurance regulatory authorities of $226 9,498 and $9,584 and included in the tables above were pledged as collateral to the Federal Home Loan Bank of Atlanta (“FHLB”) at March 31, 2024 and December 31,
2023, respectively.
Equity securities were comprised of the following:
|
March 31, 2024
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Cost or
Amortized
Cost
|
|||||||||||||
|
Equity securities:
|
||||||||||||||||
|
Common and non-redeemable preferred stocks:
|
||||||||||||||||
|
Financial services
|
$
|
$ |
$ |
$ |
||||||||||||
|
Communications
|
||||||||||||||||
|
Total equity securities
|
$
|
$ |
$ |
$ |
||||||||||||
|
December 31, 2023
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Cost or
Amortized
Cost |
|||||||||||||
|
Equity securities:
|
||||||||||||||||
|
Common and non-redeemable preferred stocks:
|
||||||||||||||||
|
Financial services
|
$
|
$ |
$ |
$ |
||||||||||||
|
Communications
|
||||||||||||||||
|
Total equity securities
|
$
|
$ |
$ |
$ |
||||||||||||
The carrying value and amortized cost of the Company’s investments in fixed maturities at March 31, 2024 and December 31, 2023 by contractual
maturity were as follows. Actual maturities may differ from contractual maturities because issuers may call or prepay obligations with or without call or prepayment penalties.
|
March 31, 2024
|
December 31, 2023
|
|||||||||||||||
|
Carrying
Value
|
Amortized
Cost
|
Carrying
Value
|
Amortized
Cost
|
|||||||||||||
|
Due in one year or less
|
$
|
$ |
$ |
$ |
||||||||||||
|
Due after one year through five years
|
||||||||||||||||
|
Due after five years through ten years
|
||||||||||||||||
|
Due after ten years
|
||||||||||||||||
|
Asset backed securities
|
||||||||||||||||
|
Totals
|
$
|
$ |
$ |
$ |
||||||||||||
The following tables present the Company’s unrealized loss aging for securities by type and length of time the security was in a continuous
unrealized loss position as of March 31, 2024 and December 31, 2023.
|
March 31, 2024
|
||||||||||||||||||||||||
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||||||||||||||||
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
|||||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Obligations of states and political subdivisions
|
||||||||||||||||||||||||
|
Corporate securities
|
||||||||||||||||||||||||
|
Total temporarily impaired securities
|
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
December 31, 2023
|
||||||||||||||||||||||||
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||||||||||||||||
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
|||||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||
|
Obligations of states and political subdivisions
|
||||||||||||||||||||||||
|
Corporate securities
|
||||||||||||||||||||||||
|
Total temporarily impaired securities
|
$
|
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||
Analysis
of Securities in Unrealized Loss Positions
As of March 31, 2024 and December 31, 2023, there were 224 and 222 securities,
respectively, in an unrealized loss position which primarily included certain of the Company’s investments in fixed maturities within the utilities and telecom, financial services, other diversified business and other diversified consumer
sectors. The unrealized
losses on the Company’s fixed maturity securities investments have been primarily related to general market changes in interest rates and/or the levels of credit spreads rather than specific concerns with the issuer’s ability to pay interest
and repay principal.
For
any of its fixed maturity securities with significant declines in fair value, the Company performs detailed analyses to identify whether the drivers of the declines are due to general market drivers, such as the recent rise in interest rates, or
due to credit-related factors. Identifying the drivers of the declines in fair value helps to focus the Company’s attention on securities with credit-related concerns that could impact the ultimate collection of principal and interest. For any
significant declines in fair value determined to be non-interest rate or market related, the Company performs a more focused review of the related issuer’s specific credit profile.
For
corporate issuers, the Company evaluates their assets, business profile including industry dynamics and competitive positioning, financial statements and other available financial data. For non-corporate issuers, the Company analyzes all
reasonably available sources of credit support, including issuer-specific factors. The Company utilizes information available in the public domain and, for certain private placement issuers, from consultations with the issuers directly. The
Company also considers ratings from Nationally Recognized Statistical Rating Organizations, as well as the specific characteristics of the security it owns including seniority in the issuer’s capital structure, covenant protections, or other
relevant features. From these reviews, the Company evaluates the issuers’ continued ability to service the Company’s investment through payment of interest and principal.
Assuming
no credit-related factors develop, unrealized gains and losses on fixed maturity securities are expected to diminish as investments near maturity. Based on its credit analysis, the Company believes that the issuers of its fixed maturity
investments in the sectors shown in the table above have the ability to service their obligations to the Company, and the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell
the investments before recovery of their amortized cost bases, which may be at maturity.
However, from time to time the Company identifies certain available-for-sale fixed maturity securities where the amortized cost basis exceeds the present value of the cash flows expected to be collected due to credit-related factors and as a
result, a credit allowance will be estimated. The Company had no
There were no
The following table presents the portion of unrealized losses related to equity securities still held for the three month period ended March 31, 2024 and 2023.
|
Three Months Ended
March 31,
|
||||||||
| 2024 |
2023 | |||||||
|
Net realized and unrealized losses recognized during the period on equity securities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Less: Net realized gains recognized during the period on equity securities sold during the period
|
|
|
||||||
|
Unrealized losses recognized during the reporting period on equity securities, net
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Variable Interest Entities
The Company holds passive interests in a number of entities that are considered to be variable interest entities (“VIEs”) under GAAP guidance. The
Company’s VIE interests principally consist of interests in limited partnerships and limited liability companies formed for the purpose of achieving diversified equity returns. The Company’s VIE interests, carried as a part of other invested
assets, totaled $6,278 and $6,381
as of March 31, 2024 and December 31, 2023, respectively. The Company’s VIE interests, carried as a part of investment in unconsolidated trusts, totaled $1,238
The Company does not have power over the activities that most significantly impact the economic performance of these VIEs and thus is not the
primary beneficiary. Therefore, the Company has not consolidated these VIEs. The Company’s involvement with each VIE is limited to its direct ownership interest in the VIE. The Company has no arrangements with any of the VIEs to provide other
financial support to or on behalf of the VIE. The Company’s maximum loss exposure relative to these investments was limited to the carrying value of the Company’s investment in the VIEs, which amount to $7,516 and $7,619 , as of March 31, 2024 and December 31, 2023,
respectively. As of March 31, 2024 and December 31, 2023, the Company had outstanding commitments totaling $4,518
| Note 4. |
Fair Values of Financial Instruments
|
The
estimated fair values have been determined by the Company using available market information from various market sources and appropriate valuation methodologies as of the respective dates. However, considerable judgment is necessary to interpret
market data and to develop the estimates of fair value. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, 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.
The
following describes the fair value hierarchy and provides information as to the extent to which the Company uses fair value to measure the value of its financial instruments and information about the inputs used to value those financial
instruments. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three broad levels.
| Level 1 |
Observable inputs that reflect
quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. The Company’s financial instruments valued using Level 1 criteria include cash equivalents and exchange
traded common stocks.
|
| Level 2 |
Observable inputs, other than quoted
prices included in Level 1, for an asset or liability or prices for similar assets or liabilities. The Company’s financial instruments valued using Level 2 criteria include most of its fixed maturities, which consist of U.S. Treasury
securities, U.S. Government securities, obligations of states and political subdivisions, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In determining fair value measurements of its fixed maturities
and non-redeemable preferred stocks using Level 2 criteria, the Company utilizes data from outside sources, including nationally recognized pricing services and broker/dealers. Prices for the majority of the Company’s Level 2 fixed
maturities and non-redeemable preferred stocks were determined using unadjusted prices received from pricing services that utilize models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds,
default rates, loss severities) or can be corroborated by observable market data.
|
| Level 3 |
Valuations
that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). Fair value is based on criteria that use assumptions or other data that are not readily observable from
objective sources. With little or no observable market, the determination of fair values uses considerable judgment and represents the Company’s best estimate of an amount that could be realized in a market exchange for the asset or
liability. The Company’s financial instruments valued using Level 3 criteria consist of one equity security. As of March 31, 2024 and December 31, 2023, the value of the equity security valued using Level 3 criteria was $
|
As
of March 31, 2024, financial instruments carried at fair value were measured on a recurring basis as summarized below:
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Cash equivalents
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
As
of December 31, 2023, financial instruments carried at fair value were measured on a recurring basis as summarized below:
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Cash equivalents
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table sets forth the
carrying amount, estimated fair value and level within the fair value hierarchy of the Company’s financial instruments as of March 31, 2024
and December 31, 2023.
|
March 31, 2024
|
December 31, 2023
|
|||||||||||||||||
|
Level in Fair
Value
Hierarchy (1)
|
Carrying
Amount
|
Estimated
Fair Value
|
Carrying
Amount
|
Estimated
Fair Value
|
||||||||||||||
|
Assets:
|
||||||||||||||||||
|
Cash and cash equivalents
|
Level 1
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
|
Fixed maturities
|
Level 2 |
|
|
|
|
|
||||||||||||
|
Equity securities
|
(1) | |
|
|
|
|
||||||||||||
|
Policy loans
|
Level 3
|
|
|
|
|
|||||||||||||
|
|
||||||||||||||||||
|
Liabilities:
|
||||||||||||||||||
|
Junior subordinated debentures, net
|
Level 2
|
|
|
|
|
|||||||||||||
|
Revolving credit facility
|
Level 2 | |||||||||||||||||
| (1) |
|
| Note 5. |
Allowance for Expected Credit Losses
|
Reinsurance Recoverables
The following table presents the balances of reinsurance recoverables, net of the allowance for expected credit
losses, at March 31, 2024 and 2023, and the changes in the allowance for expected credit losses for the three months ended March 31, 2024 and 2023.
|
At and for the three months ended March 31, 2024
|
||||||||
|
Reinsurance Recoverables,
Net of Allowance for Expected
Credit Losses
|
Allowance for Expected
Credit Losses
|
|||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
||||
|
Current period change for expected credit losses
|
—
|
(
|
)
|
|||||
|
Write-offs of uncollectible reinsurance recoverables
|
—
|
|
||||||
|
Balance, end of period
|
$
|
|
$
|
|
||||
|
At and for the three months ended March 31, 2023
|
||||||||
|
Reinsurance Recoverables,
Net of Allowance for Expected
Credit Losses
|
Allowance for Expected
Credit Losses
|
|||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
||||
|
Cumulative effect of adoption of updated accounting guidance for credit losses at January 1, 2023
|
|
|
||||||
|
Current period change for expected credit losses
|
—
|
(
|
)
|
|||||
|
Write-offs of uncollectible reinsurance recoverables
|
—
|
|
||||||
|
Balance, end of period
|
$
|
|
$
|
|
||||
Insurance Premium and Other Receivables
The following table presents the balances of insurance premiums and other, net of the allowance for expected
credit losses, at March 31, 2024 and 2023, and the changes in the allowance for expected credit losses for the three months ended March 31, 2024 and 2023.
|
At and for the three months ended March 31, 2024
|
||||||||
|
Insurance Premiums and Other,
Net of Expected Credit Losses
|
Allowance for Expected
Credit Losses
|
|||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
||||
|
Current period change for expected credit losses
|
(
|
)
|
||||||
|
Write-offs of uncollectible insurance premiums and other receivables
|
|
|||||||
|
Balance, end of period
|
$
|
|
$
|
|
||||
|
At and for the three months ended March 31, 2023
|
||||||||
|
Insurance Premiums and Other,
Net of Expected Credit Losses
|
Allowance for Expected
Credit Losses
|
|||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
||||
|
Cumulative effect of adoption of updated accounting guidance for credit losses at January 1, 2023
|
|
|
||||||
|
Current period change for expected credit losses
|
—
|
|
||||||
|
Write-offs of uncollectible insurance premiums and other receivables
|
—
|
|
||||||
|
Balance, end of period
|
$
|
|
$
|
|
||||
| Note 6. |
Internal-Use Software
|
On March 3, 2021, the
Company entered into a hosting arrangement through a service contract with a third party software solutions vendor to provide a suite of policy, billing, claim, and customer management services. The software is managed, hosted, supported, and
delivered as a cloud-based software service product offering (software-as-a-service). The initial term of the arrangement is five years
from the effective date with a renewal term of an additional five years .
Service fees related to
the hosting arrangement are recorded as an expense in the Company’s condensed consolidated statement of operations as incurred. Implementation expenses incurred related to third party professional and consulting services have been capitalized.
The Company will begin amortizing, on a straight-line basis over the expected ten year term of the hosting arrangement, when the
software is substantially ready for its intended use. The Company incurred and capitalized implementation costs of $970 and $592 during the three months ended March 31, 2024 and 2023, respectively. As a result, the Company has capitalized $5,537 and $3,614 in implementation costs
in other assets within its condensed consolidated balance sheet as of March 31, 2024 and 2023, respectively. The Company expects the software will be substantially ready for its intended use in the second half of 2024. Accordingly, the Company has no
| Note 7. |
Insurance Reserves for Losses and Claims
|
The
roll-forward of insurance reserves for losses and claims for the three months ended March 31, 2024 and 2023 is as follows:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
| Beginning insurance reserves for losses and claims, gross |
$
|
|
$
|
|
||||
|
Less: Reinsurance recoverable on unpaid losses
|
(
|
)
|
(
|
)
|
||||
|
Beginning insurance reserves for losses and claims, net
|
|
|
||||||
|
Incurred related to:
|
||||||||
|
Current accident year
|
|
|
||||||
|
Prior accident year development
|
( |
)(1) |
(
|
)(2)
|
||||
|
Total incurred
|
|
|
||||||
|
Paid related to:
|
||||||||
|
Current accident year
|
|
|
||||||
|
Prior accident years
|
|
|
||||||
|
Total paid
|
|
|
||||||
|
Ending insurance reserves for losses and claims, net
|
|
|
||||||
|
Plus: Reinsurance recoverable on unpaid losses
|
|
|
||||||
|
Ending insurance reserves for losses and claims, gross
|
$
|
|
$
|
|
||||
| (1) |
|
| (2) |
|
Following is a reconciliation of total incurred losses to total
insurance benefits and losses incurred:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Total incurred losses
|
$
|
|
$
|
|
||||
|
Cash surrender value and matured endowments
|
|
|
||||||
|
Benefit reserve changes
|
|
|
||||||
|
Total insurance benefits and losses incurred
|
$
|
|
$
|
|
||||
| Note 8. |
Credit
Arrangements
|
Bank Debt
On May 12, 2021, the
Company entered into a Revolving Credit Agreement with Truist Bank as the lender (the “Lender”). The Revolving Credit Agreement provides for an unsecured $10,000 revolving credit facility that originally matured on April 12, 2024 .
On March 22, 2024, the Company entered into a First Amendment (the “Amendment”) to its Revolving Credit Agreement (as amended, the “Credit Agreement”) with the Lender. The Amendment, among other things, (a) updates the interest rate provisions
to memorialize that the Company pays interest on the unpaid principal balance of outstanding revolving loans at the Adjusted Term SOFR rate (as defined in the Credit Agreement), plus 2.00 %, (b) extends the maturity date of the revolving credit facility to March 22, 2027 ,
and (c) requires that the Company maintain a consolidated net worth of not less than $64.2 million. Except as modified by the
Amendment, the existing terms of the original Credit Agreement remain in effect.
The Credit Agreement requires the Company to comply with certain covenants,
including a debt-to-capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds 35 % of the
Company’s consolidated capitalization at any time and maintained a minimum consolidated net worth, as previously mentioned. The Credit Agreement also contains customary representations and warranties and events of default. Events of default
include, among others, (a) the failure by the Company to pay any amounts owed under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence
of bankruptcy or insolvency events. Upon an event of default, the Lender may, among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of March 31, 2024 and
December 31, 2023, the Company had outstanding borrowings including accrued interest of $4,024 and $3,019 , respectively, under the Credit Agreement.
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 the Company; and (iii) engaging in those activities necessary or incidental thereto.
The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032
and May 15, 2033 , respectively, are callable quarterly, in whole or in part, only at the option of the Company. Prior to July 1,
2023, the interest rate was based on 3-month LIBOR plus an applicable margin. Effective July 1, 2023, the interest rate is
determined based on a reference rate of the 3-month SOFR plus applicable tenor spread of 0.26161 percent plus an applicable margin, ranging from 4.00 %
to 4.10 %.
The financial structure of each of
Atlantic American Statutory Trust I and II as of March 31, 2024 was as follows:
|
Atlantic American
Statutory Trust I
|
Atlantic American
Statutory Trust II
|
|||||||
|
JUNIOR SUBORDINATED DEBENTURES (1) (2)
|
||||||||
|
Principal amount owed March 31,
2024
|
$
|
|
$
|
|
||||
|
Less: Treasury debt (3)
|
|
(
|
)
|
|||||
|
Net balance March 31, 2024
|
$
|
|
$
|
|
||||
|
Net balance December 31, 2023
|
$
|
|
$
|
|
||||
|
Coupon rate
|
|
|
||||||
|
Interest payable
|
|
|
||||||
| Maturity date | ||||||||
|
Redeemable by issuer
|
|
|
||||||
|
TRUST PREFERRED SECURITIES
|
||||||||
|
Issuance date
|
|
|
||||||
|
Securities issued
|
|
|
||||||
|
Liquidation preference per security
|
$
|
|
$
|
|
||||
|
Liquidation value
|
$
|
|
$
|
|
||||
|
Coupon rate
|
|
|||||||
|
Distribution payable
|
|
|
||||||
|
Distribution guaranteed by (4)
|
|
|
||||||
| (1) |
|
| (2) |
|
| (3) |
|
| (4) |
|
|
Note 9.
|
Loss Per Common Share
|
A reconciliation of the numerator and denominator used in the loss per common share calculations is as follows:
|
Three Months Ended
March 31, 2024
|
||||||||||||
| Loss |
Weighted
Average Shares
(In thousands)
|
Per Share
Amount
|
||||||||||
|
Basic and Diluted Loss Per Common Share:
|
||||||||||||
|
Net loss
|
$
|
(
|
)
|
|||||||||
|
Less preferred stock dividends
|
(
|
)
|
—
|
|||||||||
|
Net loss applicable to common shareholders
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|||||
|
Three Months Ended
March 31, 2023
|
||||||||||||
|
Loss
|
Weighted
Average Shares
(In thousands)
|
Per Share
Amount
|
||||||||||
|
Basic and Diluted Loss Per Common Share:
|
||||||||||||
| Net loss |
$ | ( |
) | |||||||||
| Less preferred stock dividends |
( |
) | — |
|||||||||
|
Net loss applicable to common shareholders
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|||||
The assumed conversion of the Company’s Series D preferred stock was excluded from the loss per common share calculation for three month periods ended
March 31, 2024 and 2023, since its impact would have been antidilutive.
| Note 10. |
Income Taxes
|
A reconciliation of the differences between income taxes computed at the federal statutory income tax rate and income tax benefit is as follows:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Federal income tax provision at statutory rate of
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Dividends-received deduction
|
(
|
)
|
(
|
)
|
||||
| Meals and entertainment |
||||||||
| Vested stock and club dues |
||||||||
|
Parking disallowance
|
|
|
||||||
|
Income tax benefit
|
$
|
(
|
)
|
$
|
(
|
)
|
||
The components of income tax benefit were:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Current – Federal
|
$
|
|
$
|
|
||||
|
Deferred – Federal
|
(
|
)
|
(
|
)
|
||||
|
Total
|
$
|
(
|
)
|
$
|
(
|
)
|
||
| Note 11. |
Leases
|
The Company has two operating lease agreements, each for the use of office space in the ordinary course of business. The first lease renews annually on an automatic basis and based on original
assumptions, management is reasonably certain to exercise the renewal option through 2026. The original term of the second lease was ten years
and amended in January 2017 to provide for an additional seven years , with a termination date on September 30, 2026. The rate used in
determining the present value of lease payments is based upon an estimate of the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease.
These leases are accounted for as operating leases, whereby
lease expense is recognized on a straight-line basis over the term of the lease. Lease expense reported for the three months ended March 31, 2024 and March 31, 2023 was $254
Additional information regarding the Company’s real estate
operating leases is as follows:
|
Three Months Ended
March 31,
|
||||||||
|
Other information on operating leases:
|
2024
|
2023
|
||||||
|
Cash payments included in the measurement of lease
liabilities reported in operating cash flows
|
$
|
|
$
|
|
||||
|
Right-of-use assets included in on the condensed consolidated balance sheet
|
|
|
||||||
|
Weighted average discount rate
|
|
%
|
|
%
|
||||
|
Weighted average remaining lease term in years
|
|
|
||||||
The following table presents maturities and present value of
the Company’s lease liabilities:
| Lease Liability |
||||
|
Remainder of 2024
|
$
|
|
||
|
2025
|
|
|||
|
2026
|
|
|||
|
Thereafter
|
|
|||
|
Total undiscounted lease payments
|
|
|||
|
Less: present value adjustment
|
|
|||
|
Operating lease liability included in on the condensed consolidated balance sheet
|
$
|
|
||
As of March 31, 2024, the Company has no operating leases that
have not yet commenced.
| Note 12. |
Commitments and Contingencies
|
Litigation
From time to time, the
Company is, and expects to continue to be, involved in various claims and lawsuits incidental to and arising in the ordinary course of its business. In the opinion of management, any such known claims are not expected to have a material effect on
the financial condition or results of operations of the Company.
Regulatory Matters
Like all domestic insurance companies, the Company’s insurance subsidiaries are subject to
regulation and supervision in the jurisdictions in which they do business. Statutes typically delegate regulatory, supervisory, and administrative powers to state insurance commissioners. From time to time, and in the ordinary course of
business, the Company receives notices and inquiries from state insurance departments with respect to various matters. In the opinion of management, any such known regulatory matters are not expected to have a material effect on the financial
condition or results of operations of the Company.
| Note 13. |
Segment Information
|
The
Parent’s primary insurance subsidiaries, American Southern and Bankers Fidelity, operate in two principal business units, each focusing
on specific products. American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market. Each business unit is managed independently and is evaluated on its individual
performance. The following sets forth the assets, revenue and income (loss) before income taxes for each business unit as of and for the periods ended 2024 and 2023.
|
Assets
|
March 31,
2024
|
December 31,
2023
|
||||||
|
American Southern
|
$
|
|
$
|
|
||||
|
Bankers Fidelity
|
|
|
||||||
|
Corporate and Other
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
Three Months Ended
March 31,
|
||||||||
| Revenues |
2024
|
2023
|
||||||
|
American Southern
|
$
|
|
$
|
|
||||
|
Bankers Fidelity
|
|
|
||||||
|
Corporate and Other
|
(
|
)
|
(
|
)
|
||||
|
Total revenue
|
$
|
|
$
|
|
||||
|
Three Months Ended
March 31,
|
||||||||
|
Income (Loss) Before Income Taxes
|
2024
|
2023
|
||||||
|
American Southern
|
$
|
|
$
|
|
||||
|
Bankers Fidelity
|
(
|
)
|
(
|
)
|
||||
|
Corporate and Other
|
(
|
)
|
(
|
)
|
||||
|
Loss before income taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
||
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its
subsidiaries (collectively with the Parent, the “Company”) as of and for three month period ended March 31, 2024. This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto
included elsewhere herein, as well as with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).
Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance
Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company (together known as “Bankers Fidelity”). Each operating company is managed
separately, offers different products and is evaluated on its individual performance.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions
that affect reported amounts and related disclosures. Actual results could differ significantly from those estimates. The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of
variability. The Company’s critical accounting policies and the resultant estimates considered most significant by management are disclosed in the 2023 Annual Report. Except as disclosed in Note 1 of Notes to Condensed Consolidated Financial
Statements, the Company’s critical accounting policies are consistent with those disclosed in the 2023 Annual Report.
Overall Corporate Results
The following presents the Company’s revenue, expenses and net loss for the three month period ended March 31, 2024 and the comparable period in 2023:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
(In thousands)
|
||||||||
|
Insurance premiums, net
|
$
|
44,552
|
$
|
46,100
|
||||
|
Net investment income
|
2,556
|
2,541
|
||||||
|
Unrealized losses on equity securities, net
|
(114
|
)
|
(2,375
|
)
|
||||
|
Other income
|
3
|
3
|
||||||
|
Total revenue
|
46,997
|
46,269
|
||||||
|
Insurance benefits and losses incurred
|
31,925
|
30,460
|
||||||
|
Commissions and underwriting expenses
|
12,666
|
12,918
|
||||||
|
Interest expense
|
855
|
750
|
||||||
|
Other expense
|
4,057
|
3,959
|
||||||
|
Total benefits and expenses
|
49,503
|
48,087
|
||||||
|
Loss before income taxes
|
$
|
(2,506
|
)
|
$
|
(1,818
|
)
|
||
|
Net loss
|
$
|
(1,998
|
)
|
$
|
(1,446
|
)
|
||
Management also considers and evaluates performance by analyzing the non-GAAP measure operating income (loss), and believes it is a useful metric for investors, potential investors, securities
analysts and others because it isolates the “core” operating results of the Company before considering certain items that are either beyond the control of management (such as taxes, which are subject to timing, regulatory and rate changes depending
on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company’s operational results (such as any realized and unrealized investment gains, which are not a part of the Company’s primary operations and
are, to a limited extent, subject to discretion in terms of timing of realization).
A reconciliation of net loss to operating income (loss) for the three month period ended March 31, 2024 and the comparable period in 2023 is as follows:
|
Three Months Ended
March 31,
|
||||||||
|
Reconciliation of Non-GAAP Financial Measure
|
2024
|
2023
|
||||||
|
(In thousands)
|
||||||||
|
Net loss
|
$
|
(1,998
|
)
|
$
|
(1,446
|
)
|
||
|
Income tax benefit
|
(508
|
)
|
(372
|
)
|
||||
|
Unrealized losses on equity securities, net
|
114
|
2,375
|
||||||
|
Non-GAAP operating income (loss)
|
$
|
(2,392
|
)
|
$
|
557
|
|||
On a consolidated basis, the Company had net loss of $2.0 million, or $(0.10) per diluted share, for the three month period ended March 31, 2024, compared to net loss of $1.4 million, or $(0.08)
per diluted share, for the three month period ended March 31, 2023. The increase in net loss for the first quarter of 2024 was primarily the result of a decrease in premium revenue in the life and health operations coupled with unfavorable loss
experience in the life and health operations.
Premium revenue for the three month period ended March 31, 2024 decreased $1.5 million, or 3.4%, to $44.6 million from $46.1 million in the three month period ended March 31, 2023. The decrease in
premium revenue was primarily attributable to a decrease in the Medicare supplement insurance premiums in the life and health operations.
Operating income decreased $2.9 million in the three month period ended March 31, 2024 from the three month period ended March 31, 2023. The decrease in operating income was primarily due to
unfavorable loss experience in the life and health operations due to an increase in incurred losses in the group life and Medicare supplement lines of business.
A more detailed analysis of the individual operating segments and other corporate activities follows.
American Southern
The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month period ended March 31, 2024 and the comparable period in 2023:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Gross written premiums
|
$
|
8,470
|
$
|
9,430
|
||||
|
Ceded premiums
|
(1,450
|
)
|
(1,497
|
)
|
||||
|
Net written premiums
|
$
|
7,020
|
$
|
7,933
|
||||
|
Net earned premiums
|
$
|
17,878
|
$
|
17,211
|
||||
|
Insurance benefits and losses incurred
|
12,813
|
12,660
|
||||||
|
Commissions and underwriting expenses
|
4,538
|
4,189
|
||||||
|
Underwriting income
|
$
|
527
|
$
|
362
|
||||
|
Loss ratio
|
71.7
|
%
|
73.6
|
%
|
||||
|
Expense ratio
|
25.4
|
24.3
|
||||||
|
Combined ratio
|
97.1
|
%
|
97.9
|
%
|
||||
Gross written premiums at American Southern decreased $1.0 million, or 10.2%, during the three month period ended March 31, 2024 from the comparable period in 2023. The decrease in gross written
premiums was primarily attributable to the decrease in premiums written in the automobile physical damage line of business due to an overall decline in the trucking industry. Partially offsetting the decrease in gross written premiums was an
increase in premiums written in the automobile liability line of business resulting from retrospective premium adjustments.
Ceded premiums decreased slightly during the three month period ended March 31, 2024 from the comparable period in 2023. American Southern’s ceded premiums are typically determined as a percentage
of earned premiums and generally increase or decrease as earned premiums increase or decrease.
The following presents American Southern’s net earned premiums by line of business for the three month period ended March 31, 2024 and the comparable period in 2023:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
(In thousands)
|
||||||||
|
Automobile liability
|
$
|
10,924
|
$
|
9,320
|
||||
|
Automobile physical damage
|
3,371
|
4,247
|
||||||
|
General liability
|
1,495
|
1,432
|
||||||
|
Surety
|
1,519
|
1,565
|
||||||
|
Other lines
|
569
|
647
|
||||||
|
Total
|
$
|
17,878
|
$
|
17,211
|
||||
Net earned premiums increased $0.7 million, or 3.9%, during the three month period ended March 31, 2024 over the comparable period in 2023. The increase in net earned premiums was primarily
attributable to an increase in earned premiums in the automobile liability line of business due to an increase in the number of programs. Partially offsetting the increase in net earned premiums was a decrease in earned premiums in the automobile
physical damage line of business due to an overall decline in the trucking industry as previously mentioned. Premiums are earned ratably over their respective policy terms, and therefore premiums earned in the current year are related to policies
written during both the current year and immediately preceding year.
The performance of an insurance company is often measured by its combined ratio. The combined ratio represents the percentage of losses, loss adjustment expenses and other expenses that are
incurred for each dollar of premium earned by the company. A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an underwriting loss. The combined ratio is divided into two components, the
loss ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).
Insurance benefits and losses incurred at American Southern increased $0.2 million, or 1.2%, during the three month period ended March 31, 2024 over the comparable period in 2023. As a percentage
of earned premiums, insurance benefits and losses incurred were 71.7% in the three month period ended March 31, 2024, compared to 73.6% in the three month period ended March 31, 2023. The decrease in the loss ratio during the three month period
ended March 31, 2024 was primarily due to a decrease in losses in the general liability line of business, resulting from favorable reserve development. Also contributing to the decrease in the loss ratio was a decrease in loss adjustment expenses
related to a decline in claims costs, as well as a decline in the surety line of business resulting from the loss of one program. Partially offsetting the decrease was an increase in the frequency and severity of claims in the automobile liability
line of business.
Commissions and underwriting expenses increased $0.3 million, or 8.3%, during the three month period ended March 31, 2024, over the comparable period in 2023. As a percentage of earned premiums,
underwriting expenses were 25.4% in the three month period ended March 31, 2024, compared to 24.3% in the three month period ended March 31, 2023. The increase in the expense ratio during the three month period ended March 31, 2024 was primarily
due to American Southern’s use of a variable commission structure with certain agents, which compensates the participating agents in relation to the loss ratios of the business they write. During periods in which the loss ratio decreases,
commissions and underwriting expenses will generally increase, and conversely, during periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease. During the three month period ended March 31, 2024,
variable commissions at American Southern increased by $0.3 million from the comparable period in 2023 due to a favorable loss experience from accounts subject to variable commissions.
Bankers Fidelity
The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month period ended March 31, 2024 and the comparable period in 2023:
|
Three Months Ended
March 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Medicare supplement
|
$
|
31,311
|
$
|
34,252
|
||||
|
Other health products
|
3,153
|
3,278
|
||||||
|
Life insurance
|
5,339
|
5,568
|
||||||
|
Gross earned premiums
|
39,803
|
43,098
|
||||||
|
Ceded premiums
|
(13,129
|
)
|
(14,209
|
)
|
||||
|
Net earned premiums
|
26,674
|
28,889
|
||||||
|
Insurance benefits and losses incurred
|
19,112
|
17,800
|
||||||
|
Commissions and underwriting expenses
|
10,346
|
10,720
|
||||||
|
Total expenses
|
29,458
|
28,520
|
||||||
|
Underwriting income (loss)
|
$
|
(2,784
|
)
|
$
|
369
|
|||
|
Loss ratio
|
71.7
|
%
|
61.6
|
%
|
||||
|
Expense ratio
|
38.8
|
37.1
|
||||||
|
Combined ratio
|
110.5
|
%
|
98.7
|
%
|
||||
Net earned premium revenue at Bankers Fidelity decreased $2.2 million, or 7.7%, during the three month period ended March 31, 2024, from the comparable period in 2023. Gross earned premiums from
the Medicare supplement line of business decreased $2.9 million, or 8.6%, during the three month period ended March 31, 2024, due primarily to non-renewals exceeding the level of new business writings as the existing block of business has incurred
rate increases. Other health product premiums decreased $0.1 million, or 3.8%, during the three month period ended March 31, 2024, over the comparable period in 2023, primarily as a result of a decline in new sales of the company’s group health
products, partially offset by an increase in new sales of the company's individual cancer product. Gross earned premiums from the life insurance line of business decreased $0.2 million, or 4.1%, during the three month period ended March 31, 2024
over the comparable period in 2023 due to a decrease in the individual life products premium, resulting from the redemption and settlement of existing individual life policy obligations exceeding the level of new individual life sales. Premiums
ceded decreased $1.1 million, or 7.6%, during the three month period ended March 31, 2024, from the comparable period in 2023. The decrease in ceded premiums for the three month period ended March 31, 2024 was due to a decrease in Medicare
supplement premiums subject to reinsurance.
Insurance benefits and losses incurred increased $1.3 million, or 7.4%, during the three month period ended March 31, 2024, from the comparable period in 2023. As a percentage of earned premiums,
insurance benefits and losses incurred were 71.7% in the three month period ended March 31, 2024, compared to 61.6% in the three month period ended March 31, 2023. The increase in the loss ratio for the three month period ended March 31, 2024 was
primarily due to an increase in incurred losses in the group life and Medicare supplement lines of business. This increase was marginally offset by decreased loss ratios in the individual life lines of business.
Commissions and underwriting expenses decreased $0.4 million, or 3.5%, during the three month period ended March 31, 2024, over the comparable period in 2023. As a percentage of earned premiums,
underwriting expenses were 38.8% in the three month period ended March 31, 2024, compared to 37.1% in the three month period ended March 31, 2023. The increase in the expense ratio was primarily due to an increase in administrative costs related
to the group and individual health lines of business.
Net Investment Income and Realized Gains
Investment income increased slightly during the three month period ended March 31, 2024, from the comparable period in 2023. The increase in investment income was primarily attributable to an
increase in investment income related to fixed maturities and equity securities. Partially offsetting this increase was a decrease in the equity in earnings from investments in the Company's limited partnerships and limited liability companies of
$0.1 million.
The Company had no net realized investment gains during each of the three month periods ended March 31, 2024 and 2023. Management continually evaluates the Company’s investment portfolio and makes
adjustments for impairments and/or divests investments as may be determined to be appropriate.
Unrealized Losses on Equity Securities
Investments in equity securities are measured at fair value at the end of the reporting period, with any changes in fair value reported in net income during the period. The Company recognized net
unrealized losses on equity securities of $0.1 million during the three month period ended March 31, 2024 and unrealized losses on equity securities of $2.4 million during the three month period ended March 31, 2023. Changes in unrealized gains
(losses) on equity securities for the applicable periods are primarily the result of fluctuations in the market value of certain of the Company’s equity securities.
Interest Expense
Interest expense increased $0.1 million, or 14.0%, during the three month period ended March 31, 2024, from the comparable period in 2023. Changes in interest expense were primarily due to changes
in the Secured Overnight Financing Rate (“SOFR”) published by CME Group Benchmark Administration Limited, as the interest rates on the Company’s outstanding junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) and
the revolving credit facility are directly related to SOFR.
Liquidity and Capital Resources
The primary cash needs of the Company are for the payment of claims and operating expenses, maintaining adequate statutory capital and surplus levels, and meeting debt service requirements. Current
and expected patterns of claim frequency and severity may change from period to period but generally are expected to continue within historical ranges. The Company’s primary sources of cash are written premiums, investment income and proceeds from
the sale and maturity of its invested assets. The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy liabilities and that cash inflows from investment earnings, future premium
receipts and reinsurance collections will be adequate to fund the payment of claims and operating expenses as needed.
Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries. The principal cash needs of the Parent are for the payment
of operating expenses, the acquisition of capital assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and approved by the Company’s board of directors from time to time. At
March 31, 2024, the Parent had approximately $5.9 million of unrestricted cash and investments.
The Parent’s insurance subsidiaries reported statutory net loss of $1.6 million for the three month period ended March 31, 2024, compared to statutory net income of $1.1 million for the three month
period ended March 31, 2023. Statutory results are impacted by the recognition of all costs of acquiring business. In periods in which the Company’s first year premiums increase, statutory results are generally lower than results determined under
GAAP. Statutory results for the Company’s property and casualty operations may differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs for financial reporting purposes. The Company’s life and health
operations’ statutory results may differ from GAAP results primarily due to the deferral of acquisition costs for financial reporting purposes, as well as the use of different reserving methods.
Over 90% of the invested assets of the Parent’s insurance subsidiaries are invested in marketable securities that can be converted into cash, if required; however, the use of such assets by the
Company is limited by state insurance regulations. Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings before
recognizing realized investment gains of the individual insurance subsidiaries. At March 31, 2024, American Southern had $52.4 million of statutory capital and surplus and Bankers Fidelity had $32.6 million of statutory capital and surplus. In
2024, dividend payments by the Parent’s insurance subsidiaries in excess of $8.8 million would require prior approval. Through March 31, 2024, the Parent received dividends of $2.7 million from its subsidiaries.
The Parent provides certain administrative and other services to each of its insurance subsidiaries. The amounts charged to and paid by the subsidiaries include reimbursements for various shared
services and other expenses incurred directly on behalf of the subsidiaries by the Parent. In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries. As a result of the Parent’s tax loss, it is
anticipated that the tax-sharing agreement will continue to provide the Parent with additional funds from profitable subsidiaries to assist in meeting its cash flow obligations.
The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and
investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures. The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are
callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of 3-month CME Term SOFR plus applicable tenor spread of 0.26161 percent plus an applicable margin. The margin ranges from 4.00% to 4.10%. At
March 31, 2024, the effective interest rate was 9.64%. The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust’s obligations with
respect to the trust preferred securities. Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on
the related trust preferred securities. As of March 31, 2024, the Company has not made such an election.
The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from existing
or potential future financing arrangements.
At March 31, 2024, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding. All of the shares of Series D Preferred Stock are held by an affiliate of the
Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option
of the board of directors of the Company) and are cumulative. In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock, subject to
certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s option.
The Series D Preferred Stock is not currently convertible. At March 31, 2024, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.1 million.
Bankers Fidelity Life Insurance Company (''BFLIC") is a member of the Federal Home Loan Bank of Atlanta ("FHLB"), for the primary purpose of enhancing financial flexibility. As a member, BFLIC can
obtain access to low-cost funding and also receive dividends on FHLB stock. The membership arrangement provides for credit availability of five percent of statutory admitted assets, or approximately $8.2 million, as of March 31, 2024. Additional
FHLB stock purchases may be required based upon the amount of funds borrowed from the FHLB. As of March 31, 2024, BFLIC has pledged bonds having an amortized cost of $9.5 million to the FHLB. BFLIC may be required to post additional acceptable
forms of collateral for any borrowings that it makes in the future from the FHLB. As of March 31, 2024, BFLIC does not have any outstanding borrowings from the FHLB.
On May 12, 2021, the Company entered into a Revolving Credit Agreement with Truist Bank as the lender
(the “Lender”). The Revolving Credit Agreement provides for an unsecured $10.0 million revolving credit facility that originally matured on April 12, 2024. On March 22, 2024, the Company entered into a First Amendment (the "Amendment") to its
Revolving Credit Agreement (as amended, the “Credit Agreement”) with the Lender. The Amendment, among other things, (a) updates the interest rate provisions to memorialize that the Company pays interest on the unpaid principal balance of
outstanding revolving loans at the Adjusted Term SOFR rate (as defined in the Credit Agreement), plus 2.00%, (b) extends the maturity date of the revolving credit facility to March 22, 2027, and (c) requires that the Company maintain a
consolidated net worth of not less than $64.2 million. Except as modified by the Amendment, the existing terms of the original Credit Agreement remain in effect.
The Credit Agreement requires the Company to comply with certain covenants, including a debt to capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds 35% of
the Company’s consolidated capitalization at any time and maintained a minimum consolidated net worth, as previously mentioned. The Credit Agreement also contains customary representations and warranties and events of default. Events of default
include, among others, (a) the failure by the Company to pay any amounts owed under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence of
bankruptcy or insolvency events. Upon an event of default, the Lender may, among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of March 31, 2024 and December
31, 2023, the Company had outstanding borrowings including accrued interest of $4.0 million and $3.0 million, respectively, under the Credit Agreement.
Cash and cash equivalents decreased from $28.3 million at December 31, 2023 to $21.2 million at March 31, 2024. The decrease in cash and cash equivalents during the three month period ended March
31, 2024 was primarily attributable to net cash used in operating activities of $5.3 million. Also contributing to the decrease in cash and cash equivalents was net cash used in investing activities of $2.8 million primarily as a result of
investment purchases exceeding investment sales and maturity of securities. Partially offsetting the decrease in cash and cash equivalents was net cash provided by financing activities of $1.0 million primarily as a result of proceeds from bank
financing.
The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, borrowings under its credit
facilities or additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by regulatory authorities, which, if
implemented, would have a material adverse effect on the Company’s liquidity, capital resources or operations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide
only reasonable assurance regarding management’s control objectives. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent all possible
errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including
the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the intentional acts of one or more persons. The design of any system
of controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate
effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may
occur and may not be detected.
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 the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, management, including the Chief
Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of that date due to a material weakness in internal control over financial reporting described below.
Remediation of Material Weakness in Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial reporting
system has been designed to provide reasonable assurance regarding the reliability and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management recognizes that there are
inherent limitations in the effectiveness of any internal control system. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Furthermore, the application of any evaluations of
effectiveness on future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
As previously disclosed in Part II, Item 9A. “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, we identified certain deficiencies in
internal control that we believe rise to the level of a material weakness. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, management determined that the design of the controls surrounding the process of reviewing insurance reserves and
deferred acquisition costs within the Company’s life and health segment was not effective. This deficiency in design did not enable the timely detection of anomalies in these values at the level of precision necessary to detect misstated values
that may be material.
Notwithstanding these deficiencies, management believes that, as a result of the actions taken by management to address and correct these deficiencies prior to the completion and filing of the
relevant periodic reports for those periods, and the effective operation of other internal controls over financial reporting, the material weakness did not result in any identified material misstatements to our financial statements. As a result,
there were no changes to any of our previously-released financial statements.
The Company is currently in the process of remediating the material weakness as described above, which remediation efforts began in the quarter ended March 31, 2024 and include developing and
implementing enhanced controls related to the review of values that are estimated using actuarial models. The enhancements include implementing reviews at the product level where management evaluates, for each of the Company’s life and health
products, the components of underwriting income and how they interrelate. In addition, calculations that are independent from the actuarial models will, once fully developed, validate that the product parameters and actuarial assumptions are
completely and accurately reflected within the actuarial models.
The Company has also initiated the development of an array of analytical reports that will help facilitate the timely detection of anomalous values within the Company’s life and health segment. It
is currently expected that these reports will be operational by September 30, 2024. These reports will include reconciliations of actuarial values from quarter to quarter, utilizing values estimated via the actuarial models and values that are
produced by accounting processes.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2024 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
On October 31, 2016, the Board of Directors of the Company approved a plan that allows for the repurchase of up to 750,000 shares of the Company's common stock (the "Repurchase Plan") on the open
market or in privately negotiated transactions, as determined by an authorized officer of the Company. Any such repurchases can be made from time to time in accordance with applicable securities laws and other requirements.
During the three month period ending March 31, 2024 no purchases of common stock of the Company were made by or on behalf of the Company pursuant to the Repurchase Plan. The maximum number of
shares that may yet be purchased under the Repurchase Plan was 325,129 as of March 31, 2024.
On May 24, 2022, the Company’s shareholders approved the 2022 Equity and Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan authorizes the grant of up to 3,000,000 stock options, stock
appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other awards, and succeeded the 2012 Plan for the purpose of providing the Company’s non-employee directors, consultants, officers and other
employees incentives and rewards for performance and service.
During the three month period ending March 31, 2024 the Company withheld 2,530 shares of common stock of the Company to satisfy its income tax withholding and remittance obligations in connection
with the 2022 Plan net settlement upon the vesting of shares of restricted stock.
|
Period
|
Total Number
of Shares
Purchased
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
Maximum Number
of Shares that may
Yet be Purchased
Under the Plans
or Programs
|
||||||||||||
|
January 1 – January 31, 2024
|
—
|
$
|
—
|
—
|
325,129
|
|||||||||||
|
February 1 – February 29, 2024
|
—
|
—
|
—
|
325,129
|
||||||||||||
|
March 1 – March 31, 2024
|
2,530
|
2.80
|
2,530
|
325,129
|
||||||||||||
|
Total
|
2,530
|
$
|
2.80
|
2,530
|
||||||||||||
None of the Company's directors or officers adopted terminated
Item 6. Exhibits
|
First Amendment to Revolving Credit Agreement, dated as of March 22, 2024, by and between Atlantic American Corporation and Truist Bank.
|
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101. INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
101. SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101. CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
ATLANTIC AMERICAN CORPORATION
|
|||
|
(Registrant)
|
|||
|
Date: May 14, 2024
|
By:
|
/s/ J. Ross Franklin
|
|
|
J. Ross Franklin
|
|||
|
Vice President and Chief Financial Officer
|
|||
|
(Principal Financial and Accounting Officer)
|
|||
27