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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-3722
ATLANTIC AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation or organization)
58-1027114
(I.R.S. Employer Identification No.)
4370 Peachtree Road, N.E.,
Atlanta, Georgia
(Address of principal executive offices)
30319
(Zip Code)
(Registrant’s telephone number, including area code) (404) 266-5500
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Common Stock, par value
$1.00 per share
Trading Symbol(s)
AAME
Name of each exchange on which registered
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒
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 o
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 and post such files). Yes ☒ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company”in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Smaller reporting company ☒
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2019, the last business day of the
registrant’s most recently completed second fiscal quarter, was $10,800,070. For purposes hereof, beneficial ownership is determined under
rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934, and the foregoing excludes value ascribed to common stock
that may be deemed beneficially owned by the directors and executive officers, and 10% or greater stockholders, of the registrant, some of
whom may not be deemed to be affiliates upon judicial determination. On March 13, 2020 there were 20,472,162 shares of the registrant’s
common stock, par value $1.00 per share, outstanding.
1.Portions of the registrant’s Proxy Statement for the 2020 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days of the registrant’s fiscal year end, have been incorporated by reference in Items 10, 11, 12, 13 and
14 of Part III of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
PART I
Item 1.
Business
TABLE OF CONTENTS
The Company
Marketing
Underwriting
Policyholder and Claims Services
Reserves
Reinsurance
Competition
Ratings
Regulation
NAIC Ratios
Risk-Based Capital
Information Technology and Cybersecurity
Investments
Employees
Financial Information by Industry Segment
Available Information
Executive Officers of the Registrant
Forward-Looking Statements
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
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Item 1.
Business
The Company
PART I
Atlantic American Corporation, a Georgia corporation incorporated in 1968 (the “Parent” or “Company”), is a holding
company that operates through its subsidiaries in well-defined specialty markets within the life and health and property and casualty
insurance industries. The Parent’s principal operating subsidiaries are American Southern Insurance Company and American Safety
Insurance Company (together known as “American Southern”) within the property and casualty insurance industry and Bankers
Fidelity Life Insurance Company and Bankers Fidelity Assurance Company (together known as “Bankers Fidelity”) within the life
and health insurance industry. Each of American Southern and Bankers Fidelity is managed separately based upon the type of
products it offers, and is evaluated on its individual performance. The Company’s strategy is to focus on well-defined geographic,
demographic and/or product niches within the insurance marketplace. Each of American Southern and Bankers Fidelity operates
with relative autonomy, which structure is designed to allow for quick reaction to market opportunities.
The Parent has no significant business operations of its own and relies on fees, dividends and other distributions from its
operating subsidiaries as the principal source of cash flow to meet its obligations. Additional information regarding the cash flow
and liquidity needs of the Parent can be found in the Liquidity and Capital Resources section of Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
Property and Casualty Operations
American Southern comprises the Company’s property and casualty operations and its primary product lines are as follows:
Business Automobile Insurance policies provide bodily injury and/or property damage liability coverage, uninsured
motorist coverage and physical damage coverage for commercial accounts.
General Liability Insurance policies cover bodily injury and property damage liability for both premises and completed
operations exposures for general classes of business.
Surety Bonds are contracts under which one party, the insurance company issuing the surety bond, guarantees to a third
party that the primary party will fulfill an obligation in accordance with a contractual agreement. This obligation may involve
meeting a contractual commitment, paying a debt or performing certain duties.
American Southern provides tailored business automobile insurance coverage, on a multi-year contract basis, to state
governments, local municipalities and other large motor pools and fleets (“block accounts”) that can be specifically rated and
underwritten. The size of the block accounts insured by American Southern are generally such that individual class experience can
be determined, which allows for customized policy terms and rates. American Southern is licensed to do business in 32 states and
the District of Columbia. While the majority of American Southern’s premiums are derived from its automobile lines of business,
American Southern also offers inland marine and general liability coverages. Additionally, American Southern directly provides
surety bond coverage for school bus transportation and subdivision construction, as well as performance and payment bonds.
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The following table summarizes, for the periods indicated, the allocation of American Southern’s net earned premiums from
each of its principal product lines:
Automobile liability
Automobile physical damage
General liability
Surety
Other lines
Total
Life and Health Operations
Year Ended December 31,
2019
2018
(In thousands)
$ 30,649 $
15,309
3,309
6,319
3,094
$ 58,680 $
28,840
11,922
2,920
7,170
2,955
53,807
Bankers Fidelity comprises the life and health operations of the Company and offers a variety of life and supplemental health
products. Products offered by Bankers Fidelity include ordinary and term life insurance, Medicare supplement and other accident
and health insurance products. Health insurance products, primarily Medicare supplement insurance, accounted for 93% of Bankers
Fidelity’s net earned premiums in 2019 while life insurance, including both whole and term life insurance policies, accounted for the
balance. In terms of the number of policies written in 2019, 87% were health insurance policies and 13% were life insurance
policies.
The following table summarizes, for the periods indicated, the allocation of Bankers Fidelity’s net earned premiums from each
of its principal product lines followed by a brief description of the principal products:
Life insurance
Medicare supplement
Other accident and health
Total health insurance
Total
Year Ended December 31,
2019
2018
(In thousands)
8,427 $
8,921
$
102,658
107,001
7,545
7,817
114,818
110,203
$ 123,245 $ 119,124
Life Insurance products include non-participating term, individual and group whole life insurance policies with a variety
of riders and options. Policy premiums are dependent upon a number of factors, including issue age, level of coverage and
selected riders or options.
Medicare Supplement Insurance includes 8 of the 11 standardized Medicare supplement policies created under the
Medicare Improvements for Patients and Providers Act of 2008 (“MIPPA”), which are designed to provide insurance coverage
for certain expenses not covered by the Medicare program, including copayments and deductibles.
Other Accident and Health Insurance coverages include several individual and group policies providing for the payment
of standard benefits in connection with the treatment of diagnosed cancer and other critical illnesses, as well as a number of
other policies providing nursing facility care, accident expense, hospital indemnity and disability coverages.
Marketing
Property and Casualty Operations
A portion of American Southern’s business is marketed through a small number of specialized, experienced independent
agents. American Southern’s agent selection process is actively managed by internal marketing personnel with oversight from
management. Senior management carefully reviews all new programs prior to acceptance. Most of American Southern’s agents are
paid an up-front commission with the potential for additional commissions by participating in a profit sharing arrangement that is
directly linked to the profitability
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of the underlying business. American Southern also solicits business from governmental entities. As an experienced writer of
insurance policies for certain governmental programs, the company actively pursues this market on a direct basis. Much of this
business is priced by means of competitive bid situations and there can be no assurance with respect to ultimate profitability or that
the company can obtain or retain such business at the time of a specific contract renewal.
Life and Health Operations
Bankers Fidelity acquires its clientele through three distribution channels spread across 46 different states and two business
divisions, all of which utilize commissioned, independent agents. The three distribution channels include traditional independent
agents, brokers typically interested in a specific product of Bankers Fidelity and brokers who focus on sales within the
group/employer benefits arena of BankersWorksite, all of which are responsible for their own marketing and sales activities.
Contracting as independent agents enables Bankers Fidelity to effectively expand or contract its sales force without incurring
significant expense.
Bankers Fidelity had 5,783 licensed agents contracted in both senior market and worksite divisions as of December 31, 2019.
During 2019, approximately 1,465 of these licensed agents wrote policies on behalf of Bankers Fidelity.
Bankers Fidelity’s marketing and distribution strategy revolves around five pillars: Diversification, Differentiation, Quality,
Retention and Profitability.
Diversification. Through unique product offerings such as the Vantage Recovery®, short-term care product and a group whole
life product featuring a chronic illness rider, the Company is able to offer its distributors an array of products to sell that stand out
from the competition. As the Company continues to expand its geographical footprint with agents and products, one of its main
objectives is to have a healthy mix of all of its product lines nationwide.
Differentiation. Bankers Fidelity prides itself on the quality of Customer Service it offers to policyholders and agents. A
dedicated agent support team is available to the field to support them on administration, underwriting, sales training, product
questions and a plethora of other services which differentiates the Company from other carriers. Additionally, a customer loyalty
team is available solely to serve insureds for any of their insurance needs. Unlike larger carriers, Bankers Fidelity prides itself on
being agile which helps to quickly execute senior management’s initiatives.
Quality. Bankers Fidelity is focused on being a niche carrier that delivers superior service, quality products and innovative
solutions. Sophisticated technology and reporting allows the home office teams to work with the sales force to deliver a tailored
experience and phenomenal customer service.
Retention. Through seasonal campaigns and customer outreach, the Company is focused on client retention and servicing its
policyholder’s through various stages in their life. By providing its agents with an innovative product portfolio they are able to meet
the needs of our policyholders at all stages of their lives.
Profitability. In an effort to be sustainable in the marketplace as a long-term partner, senior management is focused on
diversification, differentiation, quality and retention to ultimately service its policyholders and agents and provide security to home
office employees.
Underwriting
Property and Casualty Operations
American Southern specializes in underwriting various risks that are sufficiently large enough to establish separate class
experience, relying upon the underwriting expertise of its agents.
During the course of the policy life, extensive use is made of risk management representatives to assist commercial
underwriters in identifying and correcting potential loss exposures and to physically inspect new accounts. The underwriting results
from each insured are reviewed on an individual basis periodically. When results are below expectations, management takes
corrective action which may include adjusting rates, revising underwriting standards, adjusting commissions paid to agents, and/or
altering or declining to renew accounts at expiration.
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Life and Health Operations
Bankers Fidelity issues a variety of products that span from the worksite markets to the senior markets for both life and health
insurance. Products offered by Bankers Fidelity include life insurance, typically with small face amounts, Medicare supplement and
other accident and health insurance. Bankers Fidelity also provides an array of worksite products such as accident, cancer, critical
illness, hospital indemnity and life insurance that is offered to employers who are looking to provide coverage for their employees
and have the related premiums deducted through payroll deductions.
The majority of the products are underwritten on a non-medical basis using a simplified issue approach by which an
application containing a variety of health related questions is submitted. Applications for insurance are reviewed to determine the
face amount, age, medical history and any other necessary information. Bankers Fidelity utilizes information obtained directly from
the insured, the medical claims data, prescription utilization reports as well as telephone interviews to determine whether an
applicant meets the company’s underwriting criteria. Bankers Fidelity may also utilize medical records and investigative services to
supplement and substantiate information, as necessary.
Policyholder and Claims Services
The Company believes that prompt, efficient policyholder and claims services are essential to its continued success in
marketing its insurance products (see “Competition”). Additionally, the Company believes that its insureds are particularly sensitive
to claims processing time and to the accessibility of qualified staff to answer inquiries. Accordingly, the Company’s policyholder
and claims services seek to offer expeditious disposition of service requests by providing toll-free access for all customers, 24-hour
claim reporting services, and direct computer links with some of its largest accounts. The Company also utilizes an automatic call
distribution system to ensure that inbound calls to customer service support groups are processed efficiently. Operational data
generated from this system allows management to further refine ongoing client service programs and service representative training
modules.
Property and Casualty Operations
American Southern controls its claims costs by utilizing an in-house staff of claims supervisors to investigate, verify, negotiate
and settle claims. Upon notification of an occurrence purportedly giving rise to a claim, a claim file is established. The claims
department then conducts a preliminary investigation, determines whether an insurable event has occurred and, if so, updates the file
for the findings and any required reserve adjustments. Frequently, independent adjusters and appraisers are utilized to service claims
which require on-site inspections.
Life and Health Operations
Insureds may obtain claim forms by calling the claims department customer service group or through Bankers Fidelity’s
website. To shorten claim processing time, a letter detailing all supporting documents that are required to complete a claim for a
particular policy is sent to the customer along with the correct claim form. With respect to life policies, the claim is entered into
Bankers Fidelity’s claims system when the proper documentation is received. Properly documented claims are generally paid within
five business days of receipt. With regard to Medicare supplement policies, the claim is either directly billed to Bankers Fidelity by
the provider or sent electronically through a Medicare clearing house.
Reserves
Reserves are set by line of business within each of the subsidiaries. At December 31, 2019, approximately 64% of the reserves
related to property and casualty losses and approximately 36% related to life and health losses. The Company’s property and
casualty operations incur losses which may take extended periods of time to evaluate and settle. Issues with respect to legal liability,
actual loss quantification, legal discovery and ultimate subrogation, among other factors, may influence the initial and subsequent
estimates of loss. In the property and casualty operations, the Company’s general practice is to reserve at the higher end of the
determined reasonable range of loss if no other value within the range is determined to be more probable. The Company’s life and
health operations generally incur losses which are more readily quantified. Medical claims received are recorded in case reserves
based on contractual terms using the submitted billings as a basis for determination. Life claims
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are recorded based on contract value at the time of notification to the Company; although policy reserves related to such contracts
have been previously established. Individual case reserves are established by a claims processor on each individual claim and are
periodically reviewed and adjusted as new information becomes known during the course of handling a claim. Regular internal
periodic reviews are also performed by management to ensure that loss reserves are established and revised timely relative to the
receipt of new or additional information. Lines of business for which loss data (e.g. paid losses and case reserves) emerge over a
long period of time are referred to as long-tail lines of business. Lines of business for which loss data emerge more quickly are
referred to as short-tail lines of business. The Company’s long-tail line of business generally consists of its general liability coverage
while the short-tail lines of business generally consist of property and automobile coverages.
The Company’s actuaries regularly review reserves for both current and prior accident years using the most current claims data.
These reviews incorporate a variety of actuarial methods (discussed in Critical Accounting Policies) and judgments and involve a
disciplined analysis. For most lines of business, certain actuarial methods and specific assumptions are deemed more appropriate
based on the current circumstances affecting that line of business. These selections incorporate input from claims personnel and
operating management on reported loss cost trends and other factors that could affect the reserve estimates.
For long-tail lines of business, the emergence of paid losses and case reserves is less credible in the early periods, and
accordingly may not be indicative of ultimate losses. For these lines, methods which incorporate a development pattern assumption
are given less weight in calculating incurred but not reported (“IBNR”) reserves for the early periods of loss emergence because
such a low percentage of ultimate losses are reported in that time frame. Accordingly, for any given accident year, the rate at which
losses on long-tail lines of business emerge in the early periods is generally not as reliable an indication of ultimate losses as it
would be for shorter-tail lines of business. The estimation of reserves for these lines of business in the early periods of loss
emergence is therefore largely influenced by statistical analyses and application of prior accident years’ loss ratios, after considering
changes to earned pricing, loss costs, mix of business, ceded reinsurance and other factors that are expected to affect the estimated
ultimate losses. For later periods of loss emergence, methods which incorporate a development pattern assumption are given more
weight in estimating ultimate losses. For short-tail lines of business, the emergence of paid loss and case reserves is more credible in
the early periods and is more likely to be indicative of ultimate losses. The method used to set reserves for these lines of business is
based upon utilization of a historical development pattern for reported losses. IBNR reserves for the current year are set as the
difference between the estimated fully developed ultimate losses for each year, less the established, related case reserves and
cumulative related payments. IBNR reserves for prior accident years are similarly determined, again relying on an indicated,
historical development pattern for reported losses.
Based on the results of regular reserve estimate reviews, the Company determines the appropriate reserve adjustment, if any, to
record in each period. If necessary, recorded reserve estimates are changed after consideration of numerous factors, including, but
not limited to, the magnitude of the difference between the actuarial indication and the recorded reserves, improvement or
deterioration of actuarial indication in the period, the maturity of the accident year, trends observed over the recent past and the level
of volatility within a particular line of business. In general, changes are made more quickly to recognize changes in estimates to
ultimate losses in mature accident years and less volatile lines of business.
Estimating case reserves and ultimate losses involves various considerations which differ according to the line of business. In
addition, changes in legislative and regulatory environments may impact loss estimates. General liability claims may have a long
pattern of loss emergence. Given the broad nature of potential general liability coverages, investigative time periods may be
extended and questions of coverage may exist. Such uncertainties create greater imprecision in estimating required levels of loss
reserves. The property and automobile lines of business generally have less variable reserve estimates than other lines. This is
largely due to the coverages having relatively shorter periods of loss emergence. Estimates, however, can still vary due to a number
of factors, including interpretations of frequency and severity trends. Severity trends can be impacted by changes in internal claim
handling and reserving practices in addition to changes in the external environment. These changes in claim practices increase the
uncertainty in the interpretation of case reserve data, which increases the uncertainty in recorded reserve levels.
The Company’s policy is to record reserves for losses and claims in amounts which approximate actuarial best estimates of
ultimate values. Actuarial best estimates do not necessarily represent the midpoint value determined using the various actuarial
methods; however, such estimates will fall between the estimated low and
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high end reserve values. The range of estimates developed in connection with the December 31, 2019 actuarial review indicated that
reserves could be as much as 8.5% lower or as much as 4.2% higher. In the opinion of management, recorded reserves represent the
best estimate of outstanding losses, although significant judgments are made in the derivation of reserve estimates and revisions to
such estimates are expected to be made in future periods. Any such revisions could be material, and may materially adversely affect
the Company’s financial condition and results of operations in any future period.
Property and Casualty Operations
American Southern maintains loss reserves representing estimates of amounts necessary for payment of losses and loss
adjustment expense (“LAE”), and which are not discounted. IBNR reserves are also maintained for future development. These loss
reserves are estimates, based on known facts and circumstances at a given date, of amounts the Company expects to pay on incurred
claims. All balances are reviewed periodically by the Company’s independent consulting actuary. Reserves for LAE are intended to
cover the ultimate costs of settling claims, including investigation and defense of any lawsuits resulting from such claims. Loss
reserves for reported claims are based on a case-by-case evaluation of the type of claim involved, the circumstances surrounding the
claim, and the policy provisions relating to the type of loss along with anticipated future development. The LAE for claims reported
and claims not reported is based on historical statistical data and anticipated future development. Inflation and other factors which
may affect claim payments are implicitly reflected in the reserving process through analysis and consideration of cost trends and
reviews of historical reserve results.
American Southern establishes reserves for claims based upon: (a) management’s estimate of ultimate liability and claims
adjusters’ evaluations of unpaid claims reported prior to the close of the accounting period, (b) estimates of IBNR claims based on
past experience, and (c) estimates of LAE. If no value is determined to be more probable in estimating a loss after considering all
factors, the Company’s general practice is to reserve at the higher end of the determined reasonable range of loss. The estimated
liability is periodically reviewed and updated, and changes to the estimated liability are recorded in the statement of operations in
the period in which such changes become known.
Life and Health Operations
Bankers Fidelity establishes liabilities for future policy benefits to meet projected future obligations under outstanding policies.
These reserves are calculated to satisfy policy and contract obligations as they mature. The amount of reserves for insurance policies
is calculated using assumptions for interest rates, mortality and morbidity rates, expenses, and withdrawals. Reserves are adjusted
periodically based on published actuarial tables with modifications to reflect actual experience. The use of significantly different
assumptions, or actual results that differ significantly from our estimates, could materially adversely affect our liquidity, results of
operations or financial condition.
See Note 5 of Notes to Consolidated Financial Statements for more information on insurance reserves and policyholder funds.
Reinsurance
The Company’s insurance subsidiaries from time to time purchase reinsurance from unaffiliated insurers and reinsurers to
reduce their potential liability on individual risks and to protect against catastrophic losses. In a reinsurance transaction, an
insurance company transfers, or “cedes,” a portion or all of its exposure on insurance policies to a reinsurer. The reinsurer assumes
the exposure in return for a portion of the premiums. The ceding of insurance does not legally discharge the insurer from primary
liability for the full amount of the policies written by it, and the ceding company will incur a loss if the reinsurer fails to meet its
obligations under the reinsurance agreement.
Property and Casualty Operations
American Southern’s basic reinsurance treaties generally cover all claims in excess of specified per occurrence limitations.
Limits per occurrence within the reinsurance treaties are as follows: Inland marine and commercial automobile physical damage -
$175,000 excess of $100,000 retention; and automobile liability and general liability - excess coverage of $2.0 million less
retentions that may vary from $100,000 to $200,000
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depending on the account. American Southern maintains a property catastrophe treaty with a $5.7 million limit excess of $300,000
retention. American Southern also issues individual surety bonds with face amounts generally up to $1.5 million, and limited to $5.0
million in aggregate per account, that are not reinsured.
Life and Health Operations
Bankers Fidelity has entered into reinsurance contracts ceding the excess of its life retention. Maximum retention by Bankers
Fidelity on any one individual in the case of life insurance policies is $100,000. At December 31, 2019, $11.4 million of the $257.7
million of life insurance in force at Bankers Fidelity was reinsured under a mix of coinsurance and yearly renewable term
agreements. Certain prior year reinsurance agreements also remain in force although they no longer provide reinsurance for new
business.
Bankers Fidelity has also entered into a reinsurance contract ceding excess new Medicare supplement business to General Re
Life Corporation. Ceding thresholds are set annually. During 2019, the liability of the reinsurer was 50% of all new Medicare
supplement business issued by the Company on amounts up to a maximum retention of $15.0 million of annualized premium.
Accordingly, $8.0 million of the company’s $16.0 million of new annualized Medicare supplement premium was ceded.
Competition
Competition for insurance products is based on many factors including premiums charged, terms and conditions of coverage,
service provided, financial ratings assigned by independent rating agencies, claims services, reputation, perceived financial strength
and the experience of the organization in the line of business being written.
Property and Casualty Operations
The businesses in which American Southern engages are highly competitive. The principal areas of competition are pricing and
service. Many competing property and casualty companies, which have been in business longer than American Southern, offer more
diversified lines of insurance and have substantially greater financial resources. Management believes, however, that the policies it
sells are competitive with those providing similar benefits offered by other insurers doing business in the states in which American
Southern operates. American Southern attempts to develop strong relationships with its agents and, consequently, believes it is
better positioned for new opportunities and programs with those agents.
Life and Health Operations
The life and health insurance business remains highly competitive and includes a large number of insurance companies, many
of which are new entrants to the business of providing Medicare supplement and other accident and health insurance products.
Bankers Fidelity has established itself as a trusted carrier of choice for its customers providing quality and sustainability for nearly
65 years.
In order to compete, Bankers Fidelity actively seeks opportunities in niche markets, developing long-term relationships with a
select number of independent marketing organizations. Additionally, Bankers Fidelity actively promotes BankersWorksite, the
group benefits division, as well as selective association partnerships. It competes with other insurers to attract and retain the
allegiance of its independent agents through commission and sales incentive arrangements, accessibility and marketing assistance,
lead programs, reputation and market expertise. Bankers Fidelity successfully competes in its chosen markets by establishing
relationships with independent agents and providing proprietary marketing initiatives as well as providing outstanding service to
policyholders.
Ratings
Ratings of insurance companies are not designed for investors and do not constitute recommendations to buy, sell, or hold any
security. Ratings are important measures within the insurance industry, and higher ratings should have a favorable impact on the
ability of a company to compete in the marketplace.
Each year A.M. Best Company, Inc. (“A.M. Best”) publishes Best’s Insurance Reports, which includes assessments and ratings
of all insurance companies. A.M. Best’s ratings, which may be revised or revoked at any time, follow a graduated scale of rating
categories and notches ranging from A++ (Superior) to F (in liquidation). A.M. Best’s ratings are based on a detailed analysis of the
statutory financial condition and operations of an insurance company compared to the industry in general.
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American Southern. American Southern Insurance Company and its wholly-owned subsidiary, American Safety Insurance
Company, are each, as of the date of this report, rated “A” (Excellent) by A.M. Best.
Bankers Fidelity. Bankers Fidelity Life Insurance Company and its wholly-owned subsidiary, Bankers Fidelity Assurance
Company, are each, as of the date of this report, rated “A-” (Excellent) by A.M. Best.
Regulation
In common with all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and
supervision in the jurisdictions in which they do business. Statutes typically delegate regulatory, supervisory, and administrative
powers to state insurance commissioners. The method of such regulation varies, but regulation relates generally to the licensing of
insurers and their agents, the nature of and limitations on investments, approval of policy forms, reserve requirements, the standards
of solvency to be met and maintained, deposits of securities for the benefit of policyholders, and periodic examinations of insurers
and trade practices, among other things. The Company’s products generally are subject to rate regulation by state insurance
commissions, which require that certain minimum loss ratios be maintained. Certain states also have insurance holding company
laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact
business within their respective jurisdictions. The Company’s insurance subsidiaries are subject to such legislation and are
registered as controlled insurers in those jurisdictions in which such registration is required. Such laws vary from state to state, but
typically require periodic disclosure concerning the corporation which controls the registered insurers and all subsidiaries of such
corporations, as well as prior notice to, or approval by, the state insurance commissioners of intercorporate transfers of assets
(including payments of dividends by the insurance subsidiaries in excess of specified amounts) within the holding company system.
The Company believes it is in compliance with all such requirements.
Most states require that rate schedules and other information be filed with the state’s insurance regulatory authority, either
directly or through a ratings organization with which the insurer is affiliated. The regulatory authority may disapprove a rate filing if
it determines that the rates are inadequate, excessive, or discriminatory. The Company has historically experienced no significant
regulatory resistance to its applications for rate adjustments; however, the Company cannot provide any assurance that it will not
receive any objections to any applications in the future.
A state may require that acceptable securities be deposited for the protection either of policyholders located in those states or of
all policyholders. As of December 31, 2019, the Company was in compliance with all such requirements, and securities with an
amortized cost of $10.7 million were on deposit either directly with various state authorities or with third parties pursuant to various
custodial agreements on behalf of the Company’s insurance subsidiaries.
Virtually all of the states in which the Company’s insurance subsidiaries are licensed to transact business require participation
in their respective guaranty funds designed to cover claims against insolvent insurers. Insurers authorized to transact business in
these jurisdictions are generally subject to assessments of up to 4% of annual direct premiums written in that jurisdiction to pay such
claims, if any. The likelihood and amount of any future assessments cannot be estimated until an insolvency has occurred.
NAIC Ratios
The National Association of Insurance Commissioners (the “NAIC”) was established to, among other things, provide
guidelines to assess the financial strength of insurance companies for state regulatory purposes. The NAIC conducts annual reviews
of the financial data of insurance companies primarily through the application of financial ratios prepared on a statutory basis.
Annual statements are required to be submitted to state insurance departments to assist them in monitoring insurance companies in
their state and to allow such states to determine a desirable range for each such ratio with which companies should comply.
The NAIC developed the Insurance Regulatory Information System (“IRIS”) to help state regulators identify companies that
may require regulatory attention. Financial examiners review annual financial statements and the results of key financial ratios
based on year-end data with the goal of identifying insurers that appear to require immediate regulatory attention. Each ratio has an
established “usual range” of results. A ratio result falling outside the usual range, however, is not necessarily considered adverse;
rather, unusual values are used as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual
for financially
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sound companies to have several ratios with results outside the usual ranges. Generally, an insurance company may become subject
to regulatory scrutiny or, depending on the company’s financial condition, regulatory action if certain of its key IRIS ratios fall
outside the usual ranges and the insurer’s financial condition is trending downward.
For the year ended December 31, 2019, Bankers Fidelity Life Insurance Company had two ratios outside the usual range,
primarily as a result of a decline in net income and net change in surplus before considering paid in amounts. However, after
considering paid in amounts, the gross change in surplus would result in a value within the usual range. Bankers Fidelity Assurance
Company had three ratios outside the usual range, primarily as a result of net loss for the year and certain surplus ratios. The net loss
at Bankers Fidelity Assurance Company is primarily related to federal income taxes incurred which resulted in a corresponding
decrease in surplus levels for the year. American Southern Insurance Company and American Safety Insurance Company had no
IRIS ratios outside the usual ranges. Management does not anticipate regulatory action as a result of the 2019 IRIS ratio results for
the insurance subsidiaries.
Risk-Based Capital
Risk-based capital (“RBC”) is a metric used by ratings agencies and regulators as an early warning tool to identify weakly
capitalized companies for the purpose of initiating further regulatory action. The RBC calculation determines the amount of adjusted
capital needed by a company to avoid regulatory action. “Authorized Control Level Risk-Based Capital” (“ACL”) is calculated, and
if a company’s adjusted capital is 200% or lower than ACL, it is subject to regulatory action. At December 31, 2019, the Company’s
insurance subsidiaries’ RBC levels exceeded the required regulatory levels.
Information Technology and Cybersecurity
The Company’s operations rely on the secure processing, storage, and transmission of confidential and personal identifiable
information within technology platforms. Cybersecurity is a high priority and the Company has made significant investments in
order to prevent, detect, and respond to cyber threats. In recent years, the Company has enhanced intrusion protection and detection
technology, infrastructure and application firewalls, and network monitoring. The Company has also installed advanced endpoint
threat protection technology and implemented a mandatory security awareness training program for all employees.
The Company has a sophisticated technology environment that supports the replication of data across multiple secure data
centers. It is a comprehensive disaster recovery plan that is continually tested to ensure capabilities to resume business in the event
of a disaster. The Company’s technology environment is managed by an experienced team of professionals who follow an extensive
set of policies and procedures related to data security. Through recurring internal and external audits, controls are regularly
reviewed, tested, and enhanced to ensure best practices. The Company has augmented the information security program through a
partnership with a leading global cybersecurity provider to review and implement additional services such as Security Event
Monitoring, Advanced Endpoint Threat Detection, Incident Management Retainer Services, and Strategic Advisory Services
focused on Chief Information Security Officer (CISO) duties such as counter-threat intelligence.
The information security program also includes a cybersecurity Incident Response Plan (“IRP”) that was established to help
protect the integrity, availability and confidentiality of information, prevent loss of service, and comply with legal requirements. The
IRP specifies the process for identifying and reporting an incident, initial investigation, risk classification, documentation and
communication of incidents, responder procedures, incident reporting, and ongoing training. Additionally, the IRP specifies the
notification to directors, officers, and other corporate insiders to not trade the Company’s securities while in possession of
potentially material nonpublic information about the incident.
The Audit Committee of the Board of Directors has oversight of the Company’s information security program. The Company’s
senior officers, including its Chief Information Officer, are responsible for the operation of the information security program and
regularly communicate with the Audit Committee on the state of the program.
The Company also maintains dedicated cyber liability insurance for breach event costs including post breach event remediation
costs; cyber crime coverage (including financial fraud, telecommunications fraud, and phishing attacks); and coverage for system
failure, bricking loss, and physical damage. The policy also provides coverage for lost revenue due to a damaged reputation from a
cyber breach.
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Investments
Investment income represents a significant portion of the Company’s operating and total income. Insurance company
investments are subject to state insurance laws and regulations which limit the concentration and types of investments. The
following table provides information on the Company’s investments as of the dates indicated.
Fixed maturities:
U.S. Treasury securities and obligations of U.S. Government agencies and
authorities
States, municipalities and political subdivisions
Public utilities
All other corporate bonds
Redeemable preferred stock
Total fixed maturities(1)
Common and non-redeemable preferred stocks(2)
Policy loans(3)
Other invested assets(4)
Real estate
Investments in unconsolidated trusts
Total investments
2019
Amount
December 31,
Percent
Amount
(Dollars in thousands)
2018
Percent
$
20,259
11,940
11,449
188,574
250
232,472
22,922
2,007
9,960
38
1,238
$ 268,637
7.5% $
4.5
4.3
70.2
0.1
86.6
8.5
0.7
3.7
0.0
0.5
27,422
8,364
13,524
160,884
192
210,386
20,758
2,085
7,424
38
1,238
100.0% $ 241,929
11.3%
3.5
5.6
66.5
0.1
87.0
8.6
0.9
3.0
0.0
0.5
100.0%
(1)
(2)
(3)
(4)
Fixed maturities are carried on the balance sheet at estimated fair value. Certain fixed maturities do not have publicly quoted prices, and are carried at
estimated fair value as determined by management. Total adjusted cost of fixed maturities was $219.2 million as of December 31, 2019 and $219.9
million as of December 31, 2018.
Equity securities are carried on the balance sheet at estimated fair value. Total adjusted cost of equity securities was $7.2 million as of December 31,
2019 and $10.5 million as of December 31, 2018.
Policy loans are valued at unpaid principal balances.
Other invested assets are accounted for using the equity method. Total adjusted cost of other invested assets was $9.9 million as of December 31, 2019
and $6.9 million as of December 31, 2018.
Estimated fair values are determined as discussed in Note 1 of Notes to Consolidated Financial Statements.
Results of the Company’s investment portfolio for periods shown were as follows:
Average investments(1)
Net investment income
Average yield on investments
Realized investment gains, net
Year Ended December 31,
2018
2019
(Dollars in thousands)
$ 253,467
8,979
$ 252,480
9,549
3.5%
3.8%
1,574
5,154
(1)
Calculated as the average of cash and investment balances (at amortized cost) at the beginning of the year and at the end of each of the succeeding four
quarters.
During 2019, the Company engaged a global investment management firm serving the insurance industry to manage the
Company’s investment portfolios. Management’s recent investment strategy has been a continued focus on quality and
diversification, while improving the overall risk versus return profile of the portfolio.
Employees
The Company and its subsidiaries employed 155 people at December 31, 2019. Of the 155 people employed at December 31,
2019, 151 were full-time.
Financial Information by Industry Segment
Each of American Southern and Bankers Fidelity operate with relative autonomy and each company is evaluated on its
individual performance. American Southern operates in the property and casualty insurance
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market, while Bankers Fidelity operates in the life and health insurance market. Each segment derives revenue from the collection of
premiums, as well as from investment income. Substantially all revenue other than that in the corporate and other segment is from
external sources. See Note 15 of Notes to Consolidated Financial Statements.
Available Information
The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to
those reports and other information with the Securities and Exchange Commission (the “SEC”). The public can read and obtain
copies of those materials by visiting the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a
website that contains reports, proxy and information statements and other information regarding issuers like the Company that file
electronically with the SEC. The address of the SEC’s web site is www.sec.gov. In addition, as soon as reasonably practicable after
such materials are filed with or furnished to the SEC by the Company, the Company makes copies available to the public, free of
charge, on or through its web site at www.atlam.com. Neither the Company’s website, nor the information appearing on the website,
is included, incorporated into, or a part of, this report.
Executive Officers of the Registrant
The table below and the information following the table set forth, for each executive officer of the Company as of December
31, 2019, his name, age, positions with the Company and business experience for the past five years, as well as any prior service to
the Company.
Name
Hilton H. Howell, Jr.
J. Ross Franklin
Age
57
42
Positions with the Company
Chairman of the Board, President & CEO
Vice President, CFO and Corporate Secretary
Officers are elected annually and serve at the discretion of the board of directors.
Director or
Officer Since
1992
2017
Mr. Howell has been President and Chief Executive Officer of the Company since May 1995, and prior thereto served as
Executive Vice President of the Company from October 1992 to May 1995. He has been a Director of the Company since October
1992 and effective February 24, 2009, began serving as Chairman of the board of directors. He is also Executive Chairman and
Chief Executive Officer of Gray Television, Inc.
Mr. Franklin has been Vice President, Chief Financial Officer and Corporate Secretary of the Company since November 2017,
and prior thereto served as Interim Chief Financial Officer from August 2017 to November 2017. Since 2000 he has held various
roles of increasing responsibility with Atlantic American and its subsidiaries, previously serving as Vice President, Accounting and
Treasurer of Bankers Fidelity since 2009.
Forward-Looking Statements
Certain of the statements contained or incorporated by reference herein are forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Exchange Act of 1933, and Section 21E of the Securities
Act of 1934, and include estimates and assumptions related to, among other things, general economic, competitive, operational and
legislative developments. Forward-looking statements are subject to changes and uncertainties which are, in many instances, beyond
the Company’s control and have been made based upon management’s current expectations and beliefs concerning future
developments and their potential effect upon the Company. There can be no assurance that future developments will be in
accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by
management. Actual results could differ materially from those expected by the Company, depending on the occurrence or outcome
of various factors. These factors include, among others: significant changes in general economic conditions; the possible occurrence
of terrorist attacks; unexpected developments in the health care or insurance industries affecting providers or individuals, including
the cost or availability of services, or the tax consequences related thereto; disruption to the financial markets; unanticipated
increases in the rate, number and amounts of claims outstanding; the level of performance of
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reinsurance companies under reinsurance contracts and the availability, pricing and adequacy of reinsurance to protect the Company
against losses; changes in the stock markets, interest rates or other financial markets, including the potential effect on the
Company’s statutory capital levels; the uncertain effect on the Company of regulatory and market-driven changes in practices
relating to the payment of incentive compensation to brokers, agents and other producers; the incidence and severity of catastrophes,
both natural and man-made; stronger than anticipated competitive activity; unfavorable judicial or legislative developments; the
potential effect of regulatory developments, including those which could increase the Company’s business costs and required capital
levels; the Company’s ability to distribute its products through distribution channels, both current and future; the uncertain effect of
emerging claim and coverage issues; the effect of assessments and other surcharges for guaranty funds and other mandatory pooling
arrangements; and risks related to cybersecurity matters, such as breaches of our computer network or the loss of unauthorized
access to the data we maintain. Many of such factors are beyond the Company’s ability to control or predict. As a result, the
Company’s actual financial condition and results of operations could differ materially from those expressed in any forward-looking
statements made by the Company. Undue reliance should not be placed upon forward-looking statements. The Company does not
intend to publicly update any forward-looking statements that may be made from time to time by, or on behalf of, the Company.
Item 1A. Risk Factors
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K (a
“smaller reporting company”), we have elected to comply with certain scaled disclosure reporting obligations, and therefore are not
providing the information required by this Item.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Properties
Leased Properties. The Company leases space for its principal offices and for some of its insurance operations in an office
building located in Atlanta, Georgia, from Delta Life Insurance Company under a lease which continues until either party provides
written notice of cancellation at least twelve months in advance of the actual termination date. The lease, which commenced on
November 1, 2007, provides for rent adjustments on every fifth anniversary of the commencement date. Under the current terms of
the lease, the Company occupies approximately 49,586 square feet of office space. Delta Life Insurance Company, the owner of the
building, is controlled by an affiliate of the Company. The terms of the lease are believed by Company management to be
comparable to terms which could be obtained by the Company from unrelated parties for comparable rental property.
American Southern leases space for its office in a building located in Atlanta, Georgia. The lease term expires September 30,
2026. Under the terms of the lease, American Southern occupies approximately 17,014 square feet.
The Company believes that its current properties are in good condition, and are sufficient for the operations of its business.
Item 3.
Legal Proceedings
From time to time, the Company and its subsidiaries are, and expect to continue to be, involved in various claims and lawsuits
arising in the ordinary course of business, both as a liability insurer defending third-party claims brought against insureds and as an
insurer defending coverage claims brought against it. The Company accounts for such exposures through the establishment of loss
and loss adjustment expense reserves. We do not expect that the ultimate liability, if any, with respect to such ordinary-course claims
litigation, after consideration of provisions made for probable losses and costs of defense, will be material to the Company’s
consolidated financial condition, although the results of such litigation could be material to the consolidated results of operations for
any given period.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is quoted on the Nasdaq Global Market (Symbol: AAME). As of March 13, 2020, there were
2,436 shareholders of record.
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.
Other than pursuant to the Repurchase Plan, no purchases of common stock of the Company were made by or on behalf of the
Company during the periods described below.
The table below sets forth information regarding repurchases by the Company of shares of its common stock on a monthly
basis during the three month period ended December 31, 2019.
Period
October 1 – October 31, 2019
November 1 – November 30, 2019
December 1 – December 31, 2019
Total
Stock Performance Graph
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
325,129
325,129
325,129
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
— $
—
—
— $
—
—
—
—
As a smaller reporting company, we have elected to comply with certain scaled disclosure reporting obligations, and therefore
are not providing the information required by this Item.
Item 6.
Selected Financial Data
As a smaller reporting company, we have elected to comply with certain scaled disclosure reporting obligations, and therefore
are not providing the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic
American Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”) for
the years ended December 31, 2019 and 2018. This discussion should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere herein.
Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance
subsidiaries: American Southern Insurance Company and American Safety Insurance Company (together known as “American
Southern”) in the property and casualty insurance industry, and Bankers Fidelity Life Insurance Company and Bankers Fidelity
Assurance Company (together known as “Bankers Fidelity”) in the life and health insurance industry. Each operating company is
managed separately, offers different products and is evaluated on its individual performance.
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Critical Accounting Policies
The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and, in management’s belief, conform to general practices within the insurance industry. The
following is an explanation of the Company’s accounting policies and the resultant estimates considered most significant by
management. These accounting policies inherently require significant judgment and assumptions and actual operating results could
differ significantly from management’s estimates determined using these policies. Atlantic American does not expect that changes in
the estimates determined using these policies will have a material effect on the Company’s financial condition or liquidity, although
changes could have a material effect on its consolidated results of operations.
Unpaid loss and loss adjustment expenses comprised 31% of the Company’s total liabilities at December 31, 2019. This
liability includes estimates for: 1) unpaid losses on claims reported prior to December 31, 2019, 2) future development on those
reported claims, 3) unpaid ultimate losses on claims incurred prior to December 31, 2019 but not yet reported and 4) unpaid loss
adjustment expenses for reported and unreported claims incurred prior to December 31, 2019. Quantification of loss estimates for
each of these components involves a significant degree of judgment and estimates may vary, materially, from period to period.
Estimated unpaid losses on reported claims are developed based on historical experience with similar claims by the Company.
Development on reported claims, estimates of unpaid ultimate losses on claims incurred prior to December 31, 2019 but not yet
reported, and estimates of unpaid loss adjustment expenses are developed based on the Company’s historical experience, using
actuarial methods to assist in the analysis. The Company’s actuaries develop ranges of estimated development on reported and
unreported claims as well as loss adjustment expenses using various methods, including the paid-loss development method, the
reported-loss development method, the paid Bornhuetter-Ferguson method and the reported Bornhuetter-Ferguson method. Any
single method used to estimate ultimate losses has inherent advantages and disadvantages due to the trends and changes affecting
the business environment and the Company’s administrative policies. Further, external factors, such as legislative changes, medical
cost inflation, and others may directly or indirectly impact the relative adequacy of liabilities for unpaid losses and loss adjustment
expenses. The Company’s approach is to select an estimate of ultimate losses based on comparing results of a variety of reserving
methods, as opposed to total reliance on any single method. Unpaid loss and loss adjustment expenses are reviewed periodically for
significant lines of business, and when current results differ from the original assumptions used to develop such estimates, the
amount of the Company’s recorded liability for unpaid loss and loss adjustment expenses is adjusted. In the event the Company’s
actual reported losses in any period are materially in excess of the previously estimated amounts, such losses, to the extent
reinsurance coverage does not exist, could have a material adverse effect on the Company’s results of operations.
Future policy benefits comprised 36% of the Company’s total liabilities at December 31, 2019. These liabilities relate primarily
to life insurance products and are based upon assumed future investment yields, mortality rates, and withdrawal rates after giving
effect to possible risks of adverse deviation. The assumed mortality and withdrawal rates are based upon the Company’s experience.
If actual results differ from the initial assumptions, the amount of the Company’s recorded liability could require adjustment.
Deferred acquisition costs comprised 10% of the Company’s total assets at December 31, 2019. Deferred acquisition costs are
commissions, premium taxes, and other incremental direct costs of contract acquisition that results directly from and are essential to
the contract transaction(s) and would not have been incurred by the Company had the contract transaction(s) not occurred. The
deferred amounts are recorded as an asset on the balance sheet and amortized to expense in a systematic manner. Traditional life
insurance and long-duration health insurance deferred policy acquisition costs are amortized over the estimated premium-paying
period of the related policies using assumptions consistent with those used in computing the related liability for policy benefit
reserves. Deferred acquisition costs for property and casualty insurance and short-duration health insurance are amortized over the
effective period of the related insurance policies. Deferred policy acquisition costs are expensed when such costs are deemed not to
be recoverable from future premiums (for traditional life and long-duration health insurance) and from the related unearned
premiums and investment income (for property and casualty and short-duration health insurance). Assessments of recoverability for
property and casualty and short-duration health insurance are extremely sensitive to the estimates of a subsequent year’s projected
losses related to the unearned premiums. Projected loss estimates for a current block of business for which unearned premiums
remain to be earned may vary significantly from the indicated losses incurred in any previous calendar year.
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Receivables are amounts due from reinsurers, insureds and agents, and any sales of investment securities not yet settled, and
comprised 12% of the Company’s total assets at December 31, 2019. Insured and agent balances are evaluated periodically for
collectibility. Annually, the Company performs an analysis of the creditworthiness of the reinsurers with whom the Company
contracts using various data sources. Failure of reinsurers to meet their obligations due to insolvencies, disputes or otherwise could
result in uncollectible amounts and losses to the Company. Allowances for uncollectible amounts are established, as and when a loss
has been determined probable, against the related receivable. Losses are recognized by the Company when determined on a specific
account basis and a general provision for loss is made based on the Company’s historical experience.
Cash and investments comprised 75% of the Company’s total assets at December 31, 2019. Substantially all of the Company’s
investments are in bonds and common and preferred stocks, the values of which are subject to significant market fluctuations. The
Company carries all fixed maturities, which includes bonds and redeemable preferred stocks, and equity securities, which includes
common and non-redeemable preferred stocks, as available for sale and, accordingly, at their estimated fair values. On occasion, the
value of a fixed maturity investment may decline to a value below its amortized purchase price and remain at such value for an
extended period of time. When a fixed maturity investment’s indicated fair value has declined below its cost basis for a period of
time, the Company evaluates such investment for an other than temporary impairment. The evaluation for an other than temporary
impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether
declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things,
changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in
interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to
hold the securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry,
the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s
expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit
status. If an other than temporary impairment is deemed to exist, then the Company will write down the amortized cost basis of the
investment to its estimated fair value. While any such write down does not impact the reported value of the investment in the
Company’s balance sheet, it is reflected as a realized investment loss in the Company’s net income or other comprehensive income,
depending upon the nature of the loss, in the period incurred.
The Company determines the fair values of certain financial instruments based on the fair value hierarchy established in
Accounting Standards Codification (“ASC”) 820-10-20, Fair Value Measurements and Disclosures (“ASC 820-10-20”). The fair
values of fixed maturities and equity securities are largely determined by either independent methods prescribed by the National
Association of Insurance Commissioners, which do not differ materially from nationally quoted market prices, when available, or
independent broker quotations. See Note 2 and Note 3 of Notes to Consolidated Financial Statements with respect to assets and
liabilities carried at fair value and information about the inputs used to value those financial instruments, by hierarchy level, in
accordance with ASC 820-10-20.
Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial
reporting purposes and the amounts that are recognized for tax purposes. These deferred income taxes are measured by applying
currently enacted tax laws and rates. Valuation allowances are recognized to reduce the deferred tax asset to the amount that is
deemed more likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future
taxable income and tax planning strategies.
Share-based transactions include employee and director share-based compensation awards. The Company determines a grant
date fair value based on the price of our publicly-traded common stock and recognize the related compensation expense, adjusted
for actual forfeitures, in the consolidated statement of operations on a straight-line basis over the requisite service period for the
entire award. For non-employee share-based compensation awards, the Company recognizes the impact during the period of
performance, and the fair value of the award is measured as of the date performance is complete, which is the vesting date.
Refer to Note 1 of “Notes to Consolidated Financial Statements” for details regarding the Company’s significant accounting
policies.
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Overall Corporate Results
Revenue
Property and Casualty:
American Southern
Life and Health:
Bankers Fidelity
Corporate and Other
Total revenue
Income (loss) before income taxes
Property and Casualty:
American Southern
Life and Health:
Bankers Fidelity
Corporate and Other
Loss before income taxes
Net loss
Year Ended December 31,
2019
2018
(In thousands)
$
62,402 $
59,254
131,611
4,166
198,179 $
127,005
(706)
185,553
5,729 $
5,661
(3,646)
(2,490)
(407) $
(386) $
896
(7,528)
(971)
(704)
$
$
$
$
Management also considers and evaluates performance by analyzing the non-GAAP measure operating income or 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 income tax
expense, which is 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 or unrealized investment gains or
losses, 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 loss is as follows:
Reconciliation of Non-GAAP Financial Measure
Net loss
Income tax benefit
Realized investment gains, net
Unrealized (gains) losses on equity securities, net
Non-GAAP operating loss
Year Ended December 31,
2019
2018
(In thousands)
$
$
(386) $
(21)
(1,574)
(5,511)
(7,492) $
(704)
(267)
(5,154)
2,194
(3,931)
On a consolidated basis, the Company had a net loss of $0.4 million, or $0.04 per diluted share, in 2019, compared to net loss
of $0.7 million, or $0.05 per diluted share, in 2018. Operating loss was $7.5 million in 2019 as compared to $3.9 million in 2018.
The increase in operating loss was primarily due to unfavorable loss experience in the life and health operations, partially offset by
favorable loss experience in the property and casualty operations.
Total revenue was $198.2 million in 2019 as compared to $185.6 million in 2018. Premium revenue increased to $181.9
million in 2019 from $172.9 million in 2018. The increase in premium revenue was primarily due to an increase in the automobile
physical damage and automobile liability lines of business within the property and casualty operations. Also contributing to the
increase in premium revenue was an increase in the Medicare supplement line of business in the life and health operations.
A more detailed analysis of the operating companies and other corporate activities follows.
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American Southern
UNDERWRITING RESULTS
The following table summarizes, for the periods indicated, American Southern’s premiums, losses, expenses and underwriting
ratios:
Gross written premiums
Ceded premiums
Net written premiums
Net earned premiums
Net losses and loss adjustment expenses
Commissions and underwriting expenses
Underwriting income
Loss ratio
Expense ratio
Combined ratio
$
$
$
$
Year Ended December 31,
2019
2018
(Dollars in thousands)
$
65,848
(5,520)
60,328
59,485
(5,075)
54,410
$
58,680
39,541
17,132
2,007
$
$
67.4%
29.2
96.6%
53,807
38,829
14,764
214
72.2%
27.4
99.6%
Gross written premiums at American Southern increased $6.4 million, or 10.7%, during 2019 as compared to 2018. The
increase in gross written premiums was primarily attributable to an increase in premiums written in the automobile physical damage
and automobile liability lines of business due to increased writings from certain agencies and additional writings from a new agency
relationship that began in the second half of 2018. Also contributing to the increase in gross written premiums was an increase in
premiums written in the general liability line of business and rate increases on certain programs. Partially offsetting the increase in
gross written premiums was a decline in premiums written in the surety line of business as a result of increased competition.
Ceded premiums increased $0.4 million, or 8.8%, during 2019 as compared to 2018. The increase in ceded premiums was
primarily due to an increase in earned premiums in certain accounts within the automobile physical damage and general liability
lines of business, which are subject to reinsurance.
The following table summarizes, for the periods indicated, American Southern’s net earned premiums by line of business:
Automobile liability
Automobile physical damage
General liability
Surety
Other lines
Total
Year Ended December 31,
2019
2018
(In thousands)
$
$
30,649 $
15,309
3,309
6,319
3,094
58,680 $
28,840
11,922
2,920
7,170
2,955
53,807
Net earned premiums increased $4.9 million, or 9.1%, during 2019 as compared to 2018. The increase in net earned premiums
was primarily attributable to an increase in automobile physical damage coverage resulting from additional writings from the new
agency relationship mentioned previously. Also contributing to the increase in net earned premiums was an increase in premiums
earned in the automobile liability line of business due to rate increases in various programs. 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
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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).
Net losses and loss adjustment expenses at American Southern increased $0.7 million, or 1.8%, during 2019 as compared to
2018. As a percentage of premiums, net losses and loss adjustment expenses were 67.4% in 2019 as compared to 72.2% in 2018.
The decrease in the loss ratio was primarily due to more favorable loss experience in the automobile liability line of business as a
result of additional writings in 2019 and rate increases on existing business.
Commissions and underwriting expenses increased $2.4 million, or 16.0%, during 2019 as compared to 2018. As a percentage
of premiums, these expenses were 29.2% in 2019 as compared to 27.4% in 2018. The increase in the expense ratio 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. In 2019, variable commissions at American Southern increased $1.6 million
as compared to 2018 due to improved loss ratios from certain accounts subject to variable commissions.
In establishing reserves, American Southern initially reserves for losses at the higher end of the reasonable range if no other
value within the range is determined to be more probable. Selection of such an initial loss estimate is an attempt by management to
give recognition that initial claims information received generally is not conclusive with respect to legal liability, is generally not
comprehensive with respect to magnitude of loss and generally, based on historical experience, will develop more adversely as time
passes and more information becomes available. However, as a result, American Southern generally experiences reserve
redundancies when analyzing the development of prior year losses in a current period. At December 31, 2019, the range of estimates
developed in connection with the loss reserves for American Southern indicated that reserves could be as much as 10.4% lower or as
much as 4.0% higher. Development from prior years’ reserves has historically reduced the current year loss ratio; however, such
reduction in the current year loss ratio is generally offset by the reserves established in the current year for current period losses.
American Southern’s estimated net reserve redundancies for the years ended December 31, 2019 and 2018 were $0.8 million and
$0.9 million, respectively. To the extent reserve redundancies vary between years, there is an incremental impact on the results of
operations of American Southern and the Company. The indicated redundancy in 2019 was $0.1 million less than in 2018. After
considering the impact on contingent commissions and other related accruals, the $0.1 million decrease in the redundancy resulted
in an estimated decrease in income from operations before tax of approximately $0.1 million in 2019 as compared to 2018.
Management believes that such differences will continue in future periods but is unable to determine if or when incremental
redundancies will increase or decrease, until the underlying losses are ultimately settled.
Contingent commissions, if contractually applicable, are ultimately payable to participating agents based on the underlying
profitability of a particular insurance contract or a group of insurance contracts, and are periodically evaluated and accrued as
earned. In 2019, approximately 44% of American Southern’s earned premium provides for contractual commission arrangements
which compensate the company’s agents in relation to the loss ratios of the business they write, compared to 47% in 2018. By
structuring its business in this manner, American Southern provides its agents with an economic incentive to place profitable
business with American Southern. In periods in which loss reserves reflect favorable development from prior years’ reserves, there
is generally a highly correlated increase in commission expense also related to the prior year business. Accordingly, favorable loss
development from prior years, while anticipated to continue in future periods, is not an indicator of significant additional
profitability in the current year.
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Bankers Fidelity
The following summarizes, for the periods indicated, Bankers Fidelity’s premiums, losses and expenses:
Year Ended December 31,
2019
2018
(Dollars in thousands)
$
Medicare supplement
Other health products
Life insurance
Gross earned premiums
Ceded premiums
Net earned premiums
Insurance benefits and losses
Commissions and underwriting expenses
Total expenses
Underwriting loss
Loss ratio
Expense ratio
Combined ratio
$
$
179,180
7,817
8,509
195,506
(72,261)
123,245
99,684
35,573
135,257
(12,012)
164,074
7,545
8,964
180,583
(61,459)
119,124
93,821
32,288
126,109
(6,985)
$
80.9%
28.9
109.8%
78.8%
27.1
105.9%
Net earned premium revenue at Bankers Fidelity increased $4.1 million, or 3.5%, during 2019 as compared to 2018. Gross
earned premiums from the Medicare supplement line of business increased $15.1 million, or 9.2%, in 2019 as compared to 2018,
due primarily to the implementation of rate increases on renewal business, as appropriate. Other health product premiums increased
$0.3 million, or 3.6%, during 2019 as compared to 2018, primarily as a result of new sales of the company’s group health products.
Gross earned premiums from the life insurance line of business decreased $0.5 million, or 5.1%, in 2019 from 2018 due to the
redemption and settlement of existing policy obligations exceeding the level of new sales activity. Premiums ceded increased $10.8
million, or 17.6%, in 2019 from 2018. The increase in ceded premiums was due to an increase in Medicare supplement premiums
subject to the reinsurance agreement.
Benefits and losses increased $5.9 million, or 6.2%, during 2019 as compared to 2018. As a percentage of premiums, benefits
and losses were 80.9% in 2019 as compared to 78.8% in 2018. Throughout 2018 and continuing into 2019, Bankers Fidelity
experienced a higher than expected level of claims in the Medicare supplement line of business which had an unfavorable effect on
the company’s loss patterns and increased the resultant loss ratio.
Commissions and underwriting expenses increased $3.3 million, or 10.2%, during 2019 as compared to 2018. As a percentage
of earned premiums, these expenses were 28.9% in 2019 as compared to 27.1% in 2018. The increase in the expense ratio was
primarily due to a decrease in the net amount of deferred acquisition costs (“DAC”) for the years ending 2019 versus 2018. The
decrease in the net change in DAC during 2019 is primarily due to a lower volume of new business sales in the Medicare
supplement line of business. Also contributing to the increase in the expense ratio was an increase in expenses related to servicing
the Medicare supplement line of business.
Net Investment Income and Realized Gains (Losses)
Investment income decreased $0.6 million, or 6.0%, in 2019 as compared to 2018. The decrease in investment income was
primarily attributable to a decrease in the equity in earnings from investments in real estate partnerships of $0.4 million.
The Company had net realized investment gains of $1.6 million in 2019 as compared to net realized investment gains of $5.2
million in 2018. The net realized investment gains in 2019 resulted from the disposition of certain of the Company’s investments in
equity and fixed maturities. The net realized investment gains in 2018 were primarily attributable to gains of $5.8 million from the
sale of property held within the Company’s
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real estate partnership investments as well as gains from the sale of a number of the Company’s investments in fixed maturities.
Management continually evaluates the Company’s investment portfolio and, as may be determined to be appropriate, makes
adjustments for impairments and/or will divest investments. See Note 2 of Notes to Consolidated Financial Statements.
Unrealized Gains (Losses) on Equity Securities
As described in Note 1 of Notes to Consolidated Financial Statements, on January 1, 2018 the Company adopted ASU No.
2016-01, which requires, among other things, investments in equity securities to be measured at fair value at the end of the reporting
period, with any changes in fair value reported in net income during the period, with certain exceptions. As a result of the adoption
of ASU No. 2016-01, the Company recognized net unrealized gains on equity securities still held of $5.5 million and unrealized
losses on equity securities still held of $2.2 million during the years ended December 31, 2019 and 2018, respectively.
Interest Expense
Interest expense increased $0.1 million, or 4.6%, in 2019 as compared to 2018 due to an increase in the average London
Interbank Offered Rate (“LIBOR”) during the years ending 2019 and 2018, respectively, as the interest rates on the Company’s
outstanding junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) are directly related to LIBOR.
Income Taxes
The primary differences between the effective tax rate and the federal statutory income tax rate for 2019 resulted from
permanent differences related to meals & entertainment and vested stock grants. Also contributing to differences between the
effective tax rate and the federal statutory income tax rate was the Dividends Received Deduction (“DRD”). The current estimated
DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from
investments as well as the amount of the Company’s taxable income.
The primary differences between the effective tax rate and the federal statutory income tax rate for 2018 resulted from
provision-to-filed return adjustments that are generally updated at the completion of the third quarter of each fiscal year and were
$0.1 million in the year ended December 31, 2018.
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 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 December 31, 2019, the Parent had approximately $5.3 million of
unrestricted cash and investments.
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 December 31, 2019, the Parent’s insurance subsidiaries had an aggregate statutory surplus of $81.4 million.
Dividends were paid to Atlantic American by its subsidiaries totaling $4.8 million in each of the years ended in 2019 and 2018.
The Parent provides certain administrative, purchasing and other services to each of its subsidiaries. The amount charged to
and paid by the subsidiaries for these services was $7.2 million and $8.0 million in 2019
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and 2018, respectively. In addition, the Parent has a formal tax-sharing agreement with each of its insurance subsidiaries. A net total
of $3.3 million and $3.4 million were paid to the Parent under the tax sharing agreement in 2019 and 2018, respectively.
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 three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%. At December 31, 2019, the
effective interest rate was 5.96%. The obligations of the Company with respect to the issuances of the trust preferred securities
represent a full and unconditional guarantee by the Parent of each trust’s obligations with respect to the trust preferred securities.
Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture
interest payments, which would result in a deferral of distribution payments on the related trust preferred securities. The Company
has not made such an election.
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 potential future financing arrangements.
At December 31, 2019, 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 redemption 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.
The Company had accrued, but unpaid, dividends, on the Series D Preferred Stock of $17,722 at December 31, 2019 and 2018.
During each of 2019 and 2018, the Company paid Series D Preferred Stock dividends of $0.4 million.
Cash and cash equivalents increased from $12.6 million at December 31, 2018 to $12.9 million at December 31, 2019. The
increase in cash and cash equivalents during 2019 was primarily attributable to $3.1 million of net investment sales and maturity of
securities exceeding purchases of securities. Partially offsetting the increase in cash and cash equivalents was the net cash used
operations of $1.8 million during 2019. Also partially offsetting the increase were dividends paid on the Company’s common stock
and Series D Preferred Stock of $0.8 million, and the net acquisition of treasury stock for $0.2 million.
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, 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.
Coronavirus Disease 2019
On January 30, 2020, the World Health Organization declared that the recent coronavirus disease 2019 (“COVID-19”) outbreak
was a global health emergency. On March 11, 2020, the World Health Organization raised the COVID-19 outbreak to “pandemic”
status. The spread of COVID-19 may negatively impact the Company’s business, investments and results of operations. See Note 17
of Notes to Consolidated Financial Statements for more information.
New Accounting Pronouncements
See “Recently Issued Accounting Standards” in Note 1 of Notes to Consolidated Financial Statements.
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Impact of Inflation
Insurance premiums are established before the amount of losses and loss adjustment expenses, or the extent to which inflation
may affect such losses and expenses, are known. Consequently, the Company attempts, in establishing its premiums, to anticipate
the potential impact of inflation. If, for competitive reasons, premiums cannot be increased to anticipate inflation, this cost would be
absorbed by the Company. Inflation also affects the rate of investment return on the Company’s investment portfolio with a
corresponding effect on investment income. To date, inflation has not had a material effect on the Company’s results of operations in
any of the periods presented.
Off-Balance Sheet Arrangements
In the normal course of business, the Company has structured borrowings that, in accordance with accounting principles
generally accepted in the United States of America, are recorded on the Company’s balance sheet at an amount that differs from the
ultimate contractual obligation. See Note 8 of Notes to Consolidated Financial Statements.
Contractual Obligations
As a smaller reporting company, we have elected to comply with certain scaled disclosure reporting obligations, and therefore
are not providing the table of contractual obligations required by this Item.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we have elected to comply with certain scaled disclosure reporting obligations, and therefore
are not providing the information required by this Item.
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Item 8.
Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
ATLANTIC AMERICAN CORPORATION
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018
Notes to Consolidated Financial Statements
23
Page
24
25
26
27
28
29
30
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Atlantic American Corporation
Atlanta, Georgia
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Atlantic American Corporation (the “Company”) and
subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income (loss),
shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2019 and the related notes and
schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company and subsidiaries as of December 31, 2019 and 2018, and the results of their
operations and their cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial
reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we
express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Dixon Hughes Goodman LLP
We have served as the Company’s auditor since 2018.
Atlanta, Georgia
March 24, 2020
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ATLANTIC AMERICAN CORPORATION
CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents
Investments:
ASSETS
Fixed maturities, available-for-sale, at fair value (amortized cost: $219,233 and $219,924)
Equity securities, at fair value (cost: $7,168 and $10,515)
Other invested assets (cost: $9,908 and $6,905)
Policy loans
Real estate
Investment in unconsolidated trusts
Total investments
Receivables:
Reinsurance
Insurance premiums and other, net of allowance for doubtful accounts of $183 and $207 as of
2019 and 2018, respectively
Deferred income taxes, net
Deferred acquisition costs
Other assets
Intangibles
Total assets
Insurance reserves and policyholder funds
LIABILITIES AND SHAREHOLDERS’ EQUITY
Future policy benefits
Unearned premiums
Losses and claims
Other policy liabilities
Total insurance reserves and policyholder funds
Accounts payable and accrued expenses
Junior subordinated debenture obligations, net
Total liabilities
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, $1 par, 4,000,000 shares authorized; Series D preferred, 55,000 shares issued and
outstanding; $5,500 redemption value
Common stock, $1 par, 50,000,000 shares authorized; 22,400,894 shares issued; 20,472,162 and
20,170,360 shares outstanding as of 2019 and 2018, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Unearned stock grant compensation
Treasury stock, at cost, 1,928,732 and 2,230,534 shares as of 2019 and 2018, respectively
Total shareholders’ equity
Total liabilities and shareholders’ equity
See the accompanying notes to the consolidated financial statements.
25
December 31,
2019
2018
(Dollars in thousands,
except share data)
$
12,893 $
12,630
232,472
22,922
9,960
2,007
38
1,238
268,637
210,386
20,758
7,424
2,085
38
1,238
241,929
32,135
26,110
13,134
314
38,861
9,108
2,544
377,626 $
15,223
4,184
37,094
4,560
2,544
344,274
92,490 $
26,035
81,448
1,933
201,906
23,588
33,738
259,232
90,257
24,206
72,612
1,973
189,048
20,116
33,738
242,902
$
$
55
55
22,401
57,820
36,020
10,459
(781)
(7,580)
118,394
22,401
57,414
37,208
(7,535)
(186)
(7,985)
101,372
$
377,626 $
344,274
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ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue:
Insurance premiums, net
Net investment income
Realized investment gains, net
Unrealized gains (losses) on equity securities, net
Other income
Total revenue
Benefits and expenses:
Insurance benefits and losses incurred
Commissions and underwriting expenses
Interest expense
Other expense
Total benefits and expenses
Loss before income taxes
Income tax benefit
Net loss
Preferred stock dividends
Net loss applicable to common shareholders
Loss per common share (basic and diluted)
See the accompanying notes to the consolidated financial statements.
26
Year Ended December 31,
2019
2018
(Dollars in thousands,
except per share data)
181,925 $
8,979
1,574
5,511
190
198,179
172,931
9,549
5,154
(2,194)
113
185,553
139,225
45,477
2,130
11,754
198,586
(407)
(21)
(386)
(399)
(785) $
(.04) $
132,650
39,042
2,037
12,795
186,524
(971)
(267)
(704)
(399)
(1,103)
(.05)
$
$
$
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ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss
Other comprehensive income (loss):
Available-for-sale fixed maturity securities:
Gross unrealized holding gain (loss) arising in the period
Related income tax effect
Subtotal
Gross OTTI losses charged to realized gains
Related income tax effect
Subtotal
Less: reclassification adjustment for net realized gains included in net loss
Related income tax effect
Subtotal
Year Ended December 31,
2019
2018
(Dollars in thousands)
$
(386) $
(704)
23,130
(4,857)
18,273
(13,047)
2,739
(10,308)
—
—
—
(353)
74
(279)
1,525
(320)
1,205
(580)
122
(458)
Total other comprehensive income (loss), net of tax
Total comprehensive income (loss)
17,994
17,608 $
(9,561)
(10,265)
$
See the accompanying notes to the consolidated financial statements.
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ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in thousands,
except per share data)
Preferred stock:
Balance, beginning of year
Balance, end of year
Common stock:
Balance, beginning of year
Balance, end of year
Additional paid-in capital:
Balance, beginning of year
Restricted stock grants, net of forfeitures
Issuance of shares under stock plans
Balance, end of year
Retained earnings:
Balance, beginning of year
Cumulative effect of adoption of updated accounting guidance for equity financial instruments at
January 1, 2018
Reclassification of certain tax effects from accumulated other comprehensive income at January 1,
2018
Net loss
Dividends on common stock
Dividends accrued on preferred stock
Balance, end of year
Accumulated other comprehensive income (loss):
Balance, beginning of year
Cumulative effect of adoption of updated accounting guidance for equity financial instruments at
January 1, 2018
Reclassification of certain tax effects from accumulated other comprehensive income at January 1,
2018
Other comprehensive income (loss), net of tax
Balance, end of year
Unearned Stock Grant Compensation:
Balance, beginning of year
Restricted stock grants, net of forfeitures
Amortization of unearned compensation
Balance, end of year
Treasury Stock:
Balance, beginning of year
Restricted stock grants, net of forfeitures
Purchase of 26,210 and 193,103 shares, as of 2019 and 2018, respectively, for treasury
Net shares acquired related to employee share-based compensation plans
Issuance of shares under stock plans
Balance, end of year
Total shareholders’ equity
Dividends declared on common stock per share
See the accompanying notes to the consolidated financial statements.
28
Year Ended
December 31,
2019
2018
$
55 $
55
55
55
22,401
22,401
57,414
396
10
57,820
22,401
22,401
57,495
(96)
15
57,414
37,208
30,993
—
9,825
—
(386)
(403)
(399)
36,020
(2,100)
(704)
(407)
(399)
37,208
(7,535)
9,751
—
(9,825)
—
17,994
10,459
(186)
(948)
353
(781)
(7,985)
552
(71)
(92)
16
(7,580)
2,100
(9,561)
(7,535)
(579)
149
244
(186)
(7,133)
(53)
(597)
(223)
21
(7,985)
$ 118,394 $ 101,372
$
(.02) $
(.02)
TABLE OF CONTENTS
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of deferred acquisition costs
Acquisition costs deferred
Realized investment gains, net
Unrealized (gains) losses on equity securities, net
Distributions received from equity method investees
Compensation expense related to share awards
Depreciation and amortization
Deferred income tax benefit
Increase in receivables, net
Increase in insurance reserves and policyholder funds
Increase (decrease) in accounts payable and accrued expenses
Other, net
Net cash (used in) provided by 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 provided by (used in) investing activities
Cash flows from financing activities:
Payment of dividends on Series D preferred stock
Payment of dividends on common stock
Proceeds from shares issued under stock plans
Treasury stock acquired — share repurchase authorization
Treasury stock acquired — net employee share-based compensation
Net cash used in financing activities
Net increase (decrease) in cash
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental cash flow information:
Cash paid for interest
Cash paid for income taxes
See the accompanying notes to the consolidated financial statements.
29
Year Ended December 31,
2019
2018
(Dollars in thousands)
$
(386) $
(704)
17,288
(19,055)
(1,574)
(5,511)
379
353
996
(913)
(4,709)
12,858
3,472
(5,005)
(1,807)
17,611
(22,011)
(5,154)
2,194
10,777
244
987
(2,236)
(10,221)
15,465
(2,226)
(266)
4,460
120,950
6,157
(124,029)
(69)
3,009
30,140
4,906
(49,552)
(281)
(14,787)
(399)
(403)
26
(71)
(92)
(939)
(399)
(407)
36
(597)
(223)
(1,590)
(11,917)
263
12,630
24,547
12,893 $ 12,630
2,155 $
1,996
1,662 $
2,107
$
$
$
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
Note 1.
Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) which, for insurance companies, differ in some respects from the statutory
accounting practices prescribed or permitted by regulatory authorities. These financial statements include the accounts of Atlantic
American Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”). All
significant intercompany accounts and transactions have been eliminated in consolidation. Operating results achieved in any
historical period are not necessarily indicative of results to be expected in any future period.
At December 31, 2019, the Parent owned four insurance subsidiaries, Bankers Fidelity Life Insurance Company and its wholly-
owned subsidiary, Bankers Fidelity Assurance Company (together known as “Bankers Fidelity”), and American Southern Insurance
Company and its wholly-owned subsidiary, American Safety Insurance Company (together known as “American Southern”), in
addition to one non-insurance subsidiary, xCalibre Risk Services, Inc. The Parent has issued a guarantee of all liabilities of Bankers
Fidelity.
Premium Revenue and Cost Recognition
Life insurance premiums are recognized as revenue when due; accident and health insurance premiums are recognized as
revenue over the premium paying period and property and casualty insurance premiums are recognized as revenue over the period
of the contract in proportion to the amount of insurance protection provided. Losses, benefits and expenses are accrued as incurred
and are associated with premiums as they are earned so as to result in recognition of profits over the lives of the contracts. For
traditional life insurance and long-duration health insurance, this association is accomplished by the provision of a future policy
benefits reserve and the deferral and subsequent amortization of the costs of acquiring business, which are referred to as “deferred
policy acquisition costs” (principally commissions, premium taxes, and other incremental direct costs of issuing policies). Deferred
policy acquisition costs (“DAC”) are amortized over the estimated premium-paying period of the related policies using assumptions
consistent with those used in computing the policy benefits reserve. The Company provides for insurance benefits and losses on
accident, health, and property-casualty claims based upon estimates of projected ultimate losses. DAC for property and casualty
insurance and short-duration health insurance is amortized over the effective period of the related insurance policies. Contingent
commissions, if contractually applicable, are ultimately payable to agents based on the underlying profitability of a particular
insurance contract or a group of insurance contracts, and are periodically evaluated and accrued as earned. In periods in which
revisions are made to the estimated loss reserves related to the particular insurance contract or group of insurance contracts subject
to such commissions, corresponding adjustments are also made to the related accruals. DAC is expensed when such costs are
deemed not to be recoverable from future premiums (for traditional life and long-duration health insurance) and from the related
unearned premiums and investment income (for property and casualty and short-duration health insurance).
Intangibles
Intangibles consist of goodwill and other indefinite-lived intangible assets. Goodwill represents the excess of cost over the fair
value of net assets acquired and is not amortized. Other indefinite-lived intangibles represent the value of licenses and are not
amortized. The Company periodically reviews its goodwill and other indefinite-lived intangibles to determine if any adverse
conditions exist that could indicate impairment. Conditions that could trigger impairment include, but are not limited to, a
significant change in business climate that could affect the value of the related asset, an adverse action, or an assessment by a
regulator. No impairment of the Company’s recorded intangibles was identified during any of the periods presented.
Investments
The Company’s investments in fixed maturities, which include bonds and redeemable preferred stocks, are classified as
“available-for-sale” and, accordingly, are carried at fair value with the after-tax difference from amortized cost, as adjusted if
applicable, reflected in shareholders’ equity as a component of accumulated other
30
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comprehensive income or loss. Effective January 1, 2018, upon adoption of new accounting guidance, the Company’s equity
securities, which include common and non-redeemable preferred stocks, are carried at fair value with changes in fair value reported
in net income. Prior to January 1, 2018, changes in fair value were reported in other comprehensive income. The fair values of fixed
maturities and equity securities are largely determined by either independent methods prescribed by the NAIC, which do not differ
materially from publicly quoted market prices, when available, or independent broker quotations. As of December 31, 2018, the
Company owned certain fixed maturities in the amount of $1,066, with valuations that were derived from techniques in which one
or more of the significant inputs are unobservable. As of December 31, 2019, all fixed maturities were valued using publicly quoted
market prices or techniques with observable inputs. Values that are not determined using quoted market prices inherently involve a
greater degree of judgment and uncertainty and therefore ultimately greater price volatility than the value of securities with publicly
quoted market prices. Policy loans are carried at unpaid principal balance and real estate is carried at historical cost. Other invested
assets are comprised of investments in limited partnerships, limited liability companies, and real estate joint ventures, and are
accounted for using the equity method. If the value of a fixed maturity security or other invested asset declines below its cost or
amortized cost, as applicable, and the decline is considered to be other than temporary, a realized loss is recorded to reduce the
carrying value of the investment to its estimated fair value, which becomes the new cost basis.
Premiums and discounts related to investments are amortized or accreted over the life of the related investment as an
adjustment to yield using the effective interest method. Dividends and interest income are recognized when earned or declared. The
cost of securities sold is based on specific identification. Unrealized gains (losses) in the value of fixed maturities are accounted for
as a direct increase (decrease) in accumulated other comprehensive income in shareholders’ equity, net of deferred tax and,
accordingly, have no effect on net income.
Income Taxes
Deferred income taxes represent the expected future tax consequences when the reported amounts of assets and liabilities are
recovered or paid. They arise from differences between the financial reporting and tax basis of assets and liabilities and are adjusted
for changes in tax laws and tax rates as those changes are enacted. The provision for income taxes represents the total amount of
income taxes due related to the current year, plus the change in deferred income taxes during the year. A valuation allowance is
recognized if, based on management’s assessment of the relevant facts, it is more likely than not that some portion of a deferred tax
asset will not be realized.
Earnings Per Common Share
Basic earnings per common share are based on the weighted average number of common and participating shares outstanding
during the relevant period. Diluted earnings per common share are based on the weighted average number of common and
participating shares outstanding during the relevant period, plus options outstanding, if applicable, using the treasury stock method
and the assumed conversion of the Series D preferred stock, if dilutive. Unless otherwise indicated, earnings per common share
amounts are presented on a diluted basis.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and investments in short-term, highly liquid securities with original
maturities of three months or less from date of purchase.
Reinsurance
The Company enters into reinsurance agreements with other companies in the normal course of business. For each reinsurance
agreement, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in
accordance with applicable accounting standards. Reinsurance premiums and benefits paid or provided are accounted for on bases
consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums,
benefits and DAC are reported net of insurance ceded.
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Share-Based Transactions
For employee and director share-based compensation awards, the Company determines a grant date fair value based on the
price of our publicly-traded common stock and recognize the related compensation expense, adjusted for actual forfeitures, in the
consolidated statement of operations on a straight-line basis over the requisite service period for the entire award. For non-employee
share-based compensation awards, the Company recognizes the impact during the period of performance, and the fair value of the
award is measured as of the date performance is complete, which is the vesting date.
Treasury Stock
Treasury stock is reflected as a reduction of shareholders' equity at cost. The Company uses the first-in-first-out (“FIFO”)
purchase cost to determine the cost of treasury stock that is reissued. The Company includes any gains and losses in additional paid-
in capital when treasury stock is reissued.
Immaterial Error Correction
During the year ended December 31, 2019, the Company corrected a prior period immaterial error to the consolidated
statement of comprehensive income (loss) for the year ended December 31, 2018. The correction resulted in an increase to gross
unrealized holding loss arising during 2018 of $6,099 before taxes ($4,818 after taxes), with an offsetting decrease to the
reclassification adjustment for net realized gains of $6,099 before taxes ($4,818 after taxes). The correction had no impact to
shareholders’ equity, net loss, total other comprehensive loss, total comprehensive loss, or cash flows.
Recently Issued Accounting Standards
Adoption of New Accounting Standards
Reclassification of Effect of Tax Rate Change from AOCI to Retained Earnings. In February 2018, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement – Reporting
Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
(“ASU 2018-02”). The FASB issued this guidance for the effect on deferred tax assets and liabilities related to items recorded in
accumulated other comprehensive income (“AOCI”) resulting from legislated tax reform enacted on December 22, 2017. The tax
reform reduced the federal tax rate applied to the Company’s deferred tax balances from 35% to 21% on enactment. The Company
recorded the total effect of the change in enacted tax rates on deferred tax balances in the income tax expense component of net
income. ASU 2018-02 permits the Company to reclassify out of AOCI and into retained earnings the “stranded” tax effects that
resulted from recording the tax effects of unrealized investment gains at a 35% tax rate because the 14% reduction in tax rate was
recognized in net income instead of other comprehensive income. The Company adopted ASU 2018-02 as of January 1, 2018. As a
result, on January 1, 2018, the Company reclassified $2,100 of stranded tax effects related to continuing operations which increased
AOCI and reduced retained earnings.
Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued ASU No. 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15
is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The issues
addressed in ASU 2016-15 are: 1) debt prepayment or debt extinguishment costs, 2) settlement of zero-coupon debt instruments, 3)
contingent consideration payments made after a business combination, 4) proceeds from the settlement of insurance claims, 5)
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, 6)
distributions received from equity method investees, 7) beneficial interests in securitization transactions and 8) separately
identifiable cash flows and application of the predominance principle. The Company adopted ASU 2016-15 as of January 1, 2018,
which impacted the classification of distributions from equity method investees. The Company made the election to use the nature
of distributions approach. For the years ended December 31, 2019 and 2018, the Company classified distributions from equity
method investees of $379 and $10,777, respectively, as cash flows from operating activities.
Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities. In January 2016, the
FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10)
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(“ASU 2016-01”). ASU 2016-01 provides updated guidance for the recognition and measurement of financial instruments. The
guidance requires investments in equity securities to be measured at fair value with any changes in valuation reported in net income
except for investments that are consolidated or are accounted for under the equity method of accounting. The guidance also requires
a deferred tax asset resulting from net unrealized losses on available-for-sale (“AFS”) fixed maturities that are recognized in AOCI
to be evaluated for recoverability in combination with the Company’s other deferred tax assets. Under previous guidance, the
Company measured investments in equity securities at fair value with any changes in fair value reported in other comprehensive
income. The Company adopted ASU 2016-01 as of January 1, 2018. The adoption of this guidance resulted in the recognition of
$9,825 of net after tax unrealized gains on equity securities as a cumulative effect adjustment that increased retained earnings as of
January 1, 2018 and decreased AOCI by the same amount. The Company elected to report changes in the fair value of equity
securities in a separate line item on the Company’s consolidated statements of operations. At December 31, 2017, equity securities
were classified as AFS in the Company’s consolidated balance sheets. However, upon adoption, the updated guidance eliminated the
AFS balance sheet classification for equity securities.
Leases. On January 1, 2019, the Company adopted the requirements of Accounting Standards Update (“ASU”) No. 2016-02,
Leases (Topic 842). The objective of this ASU, along with several related ASUs issued subsequently, is to increase transparency and
comparability between organizations that enter into lease agreements. For lessees, the key difference of the new standard from the
previous guidance (Topic 840) is the recognition of a right-of-use (“ROU”) asset and lease liability on the balance sheet. The most
significant change is the requirement to recognize ROU assets and lease liabilities for leases classified as operating leases. The new
standard requires disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and
uncertainty of cash flows arising from leases.
As part of the transition to the new standard, the Company was required to measure and recognize leases that existed at January
1, 2019 and elected to use a modified retrospective approach. For leases that existed at the effective date, the Company elected the
package of three transition practical expedients and therefore did not reassess any of the following: (i) whether an arrangement is or
contains a lease, (ii) lease classification, or (iii) what qualifies as an initial direct cost.
The adoption of this ASU resulted in the Company recognizing a ROU asset of $6,088 as part of other assets and a lease
liability of $6,088 as part of accounts payable and accrued expenses in the consolidated balance sheet. The adoption of this ASU did
not have a material effect on the Company’s results of operations or liquidity.
Revenue from Contracts with Customers. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with
Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09, as modified, provides guidance for recognizing revenue which excludes
insurance contracts and financial instruments. Revenue is to be recognized when, or as, goods or services are transferred to
customers in an amount that reflects the consideration that an entity is expected to be entitled in exchange for those goods or
services. The Company adopted ASU No. 2014-09 as of January 1, 2018. For the year ended December 31, 2019, approximately
$190, or approximately one-tenth of 1% of the Company's total revenues, were within the scope of this updated guidance. The
adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
Future Adoption of New Accounting Standards
Income Taxes – Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU No. 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This updated guidance is intended to
simplify the accounting for income taxes by removing several exceptions contained in existing guidance and amending other
existing guidance to simplify several other income tax accounting matters. The updated guidance is effective for interim and annual
reporting periods beginning after December 15, 2020, although earlier adoption is permitted. The Company expects to adopt the
updated guidance January 1, 2021, and does not expect the adoption of this ASU to have a material impact on its consolidated
financial statements.
Fair Value Measurement – Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the
FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement (“ASU 2018-13”). This guidance removes the following disclosure requirements from
Topic 820: (1) the amount of and reasons for transfers
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between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation
processes for Level 3 fair value measurements. This disclosure also includes the changes in unrealized gains and losses for the
period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period
and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-
13 is effective for interim and annual reporting periods beginning after December 15, 2019. The Company expects to adopt the
updated guidance January 1, 2020, and does not expect the adoption of this ASU to have a material impact on its consolidated
financial statements.
Accounting for Long-Duration Contracts. In August 2018, the FASB issued ASU No. 2018-12, Financial Services —
Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”). This guidance (1)
improves the timeliness of recognizing changes in the liability for future policy benefits and modifies the rate used to discount
future cash flows, (2) simplifies and improves the accounting for certain market-based options or guarantees associated with deposit
(or account balance) contracts, (3) simplifies the amortization of deferred acquisition costs, and (4) improves the effectiveness of the
required disclosures. ASU 2018-12 is effective for interim and annual reporting periods beginning after December 15, 2023,
although earlier adoption is permitted. The Company has not yet determined the method or timing for adoption or estimated the
impact on the Company’s consolidated financial statements.
Goodwill. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying
the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 is intended to simplify the evaluation of goodwill. The updated
guidance requires recognition and measurement of goodwill impairment based on the excess of the carrying value of the reporting
unit compared to its estimated fair value, with the amount of the impairment not to exceed the carrying value of the reporting unit’s
goodwill. Under existing guidance, if the reporting unit’s carrying value exceeds its estimated fair value, the Company allocates the
fair value of the reporting unit to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. An
impairment loss is then recognized for the excess, if any, of the carrying value of the reporting unit’s goodwill compared to the
implied goodwill value. The amendments in ASU 2017-04 are effective for interim and annual reporting periods beginning after
December 15, 2019. The Company expects to adopt the updated guidance January 1, 2020 on a prospective basis as required. The
Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to
measure all expected credit losses for financial instruments (including reinsurance recoverable and policy loans) held at the
reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Under current GAAP,
entities generally recognize credit losses when it is probable that the loss has been incurred. ASU 2016-13 will remove all
recognition thresholds and will require entities to recognize an allowance for credit losses equal to the difference between the
amortized cost basis of a financial instrument and the amount of amortized cost that the entity expects to collect over the
instrument’s contractual life. ASU 2016-13 also amends the credit loss measurement guidance for AFS debt securities and beneficial
interests in securitized financial assets. Credit losses on AFS debt securities carried at fair value will continue to be measured as
OTTI when incurred; however, the losses will be recognized through an allowance and no longer as an adjustment to the cost basis.
Recoveries of OTTI will be recognized as reversals of valuation allowances and no longer accreted as investment income through an
adjustment to the investment yield. The allowance on AFS debt securities cannot cause the net carrying value to be below fair value
and, therefore, it is possible that increases in fair value due to decreases in market interest rates could cause the reversal of a
valuation allowance and increase net income. The new guidance will also require purchased financial assets with a more-than-
insignificant amount of credit deterioration since original issuance to be recorded based on contractual amounts due and an initial
allowance recorded at the date of purchase. For the Company, the amendments in ASU 2016-13 will be effective for interim and
annual reporting periods beginning after December 15, 2022. Early adoption is permitted for fiscal years beginning after December
15, 2018, including interim periods within those fiscal years. The Company has not yet determined the timing of adoption.
Implementation matters yet to be addressed include determining the impact of valuation allowances on the effective interest method
for recognizing interest income from AFS debt securities as well as updating our
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investment accounting system functionality to adjust valuation allowances based on changes in fair value. The estimated effect on
the Company’s consolidated financial statements can only be estimated based on the current investment portfolio at any given point
in time, and accordingly, has not currently been determined.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the reporting period. Significant estimates and assumptions
are used in developing and evaluating deferred income taxes, deferred acquisition costs, insurance reserves, investments, and
receivables, among others, and actual results could differ materially from management’s estimates.
Note 2.
Investments
The following tables set forth the estimated fair value, gross unrealized gains, gross unrealized losses and cost or amortized
cost of the Company’s investments in fixed maturities and equity securities, aggregated by type and industry, as of December 31,
2019 and December 31, 2018.
Fixed maturities were comprised of the following:
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
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
35
2019
Estimated
Fair Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Amortized
Cost
$
20,259 $
11,940
467 $
371
53 $
53
19,845
11,622
26,648
73,917
41,706
57,752
200,023
2,404
4,249
2,335
3,702
12,690
32
57
98
54
241
24,276
69,725
39,469
54,104
187,574
250
250
232,472 $
58
58
13,586 $
192
—
—
192
347 $ 219,233
2018
Estimated
Fair Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Amortized
Cost
27,422 $
8,364
36 $
347
1,061 $
72
28,447
8,089
19,642
49,477
49,196
56,093
174,408
873
747
226
84
1,930
431
2,942
2,844
4,501
10,718
19,200
51,672
51,814
60,510
183,196
$
$
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Redeemable preferred stocks:
Other consumer – diversified
Total redeemable preferred stocks
Total fixed maturities
2018
Estimated
Fair Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Amortized
Cost
192
192
210,386 $
$
—
—
2,313 $
—
—
192
192
11,851 $ 219,924
Bonds having an amortized cost of $10,669 and $10,452 and included in the tables above were on deposit with insurance
regulatory authorities at December 31, 2019 and 2018, respectively, in accordance with statutory requirements.
Equity securities:
Common and non-redeemable preferred stocks:
Financial services
Other business – diversified
Total equity securities
Equity securities:
Common and non-redeemable preferred stocks:
Utilities and telecom
Financial services
Other business – diversified
Other consumer – diversified
Total equity securities
2019
Estimated
Fair Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Cost or
Amortized
Cost
3,159
19,763
22,922 $
624
15,130
15,754 $
—
—
— $
2,535
4,633
7,168
2018
Estimated
Fair Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Cost or
Amortized
Cost
1,686
4,552
306
14,214
20,758 $
722
172
259
9,090
10,243 $
—
—
—
—
— $
964
4,380
47
5,124
10,515
$
$
The carrying value and amortized cost of the Company’s investments in fixed maturities at December 31, 2019 and 2018 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.
2019
2018
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
$
$
36
— $
— $
14,664
77,934
130,680
9,194
3,150
19,699
133,863
46,338
16,874
232,472 $ 219,233 $ 210,386 $ 219,924
3,150 $
19,787
127,617
43,823
16,009
14,280
73,521
122,313
9,111
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The following tables present the Company’s unrealized loss aging for securities by type and length of time the security was in a
continuous unrealized loss position as of December 31, 2019 and 2018.
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
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
Less than 12 months
Fair Value
Unrealized
Losses
2019
12 months or longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
$
$
3,432 $
3,106
23,245
29,783 $
22 $
53
145
220 $
3,533 $
—
2,504
6,037 $
31 $
—
96
127 $
6,965 $
3,106
25,749
35,820 $
53
53
241
347
Less than 12 months
Fair Value
Unrealized
Losses
2018
12 months or longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
$
$
— $
—
49,633
49,633 $
— $
—
1,592
1,592 $ 125,778 $
24,786 $
3,980
97,012
24,786 $
3,980
146,645
1,061 $
72
9,126
10,259 $ 175,411 $
1,061
72
10,718
11,851
The evaluation for an other than temporary impairment is a quantitative and qualitative process, which is subject to risks and
uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and
uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term
recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among
other factors, management’s intent and ability to hold the securities until price recovery, the nature of the investment and the
expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance
with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as
ratings actions that may affect the issuer’s credit status.
There were no OTTI charges recorded during the year ended December 31, 2019. During the year ended December 31, 2018,
the Company recorded OTTI charges related to certain fixed maturity securities of $1,525 as a charge to net income due to
management’s intention to sell such securities.
As of December 31, 2019 and 2018, there were thirty and one hundred forty securities, respectively, in an unrealized loss
position which primarily included certain of the Company’s investments in fixed maturities within the financial services, other
diversified business and other diversified consumer sectors. The decrease in the number and value of securities in an unrealized loss
position during the year ended December 31, 2019, was primarily attributable to the appreciation of fixed maturity market prices
due to the current interest rate environment. The Company does not currently intend to sell nor does it expect to be required to sell
any of the securities in an unrealized loss position. Based upon the Company’s expected continuation of receipt of contractually
required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the
Company’s evaluation of other relevant factors, including those described above, the Company has deemed these securities to be
temporarily impaired as of December 31, 2019.
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Investment income was earned from the following sources:
Fixed maturities
Equity securities
Other
Investment expenses
Net investment income
A summary of realized investment gains (losses) follows:
Gains
Losses
Realized investment gains (losses), net
Gains
Losses
Realized investment gains, net
2019
2018
8,485 $
282
319
9,086
107
8,979 $
8,432
440
677
9,549
—
9,549
$
$
Fixed
Maturities
Equity
Securities
2019
Other
Invested
Assets
$
$
$
$
2,003 $
(1,650)
353 $
1,221 $
—
1,221 $
2018
— $
—
— $
Fixed
Maturities
Equity
Securities
Other
Invested
Assets
884 $
(1,829)
(945) $
272 $
—
272 $
5,827 $
—
5,827 $
Total
3,224
(1,650)
1,574
Total
6,983
(1,829)
5,154
Proceeds from the sales of available-for-sale fixed maturities were as follows:
Sales proceeds
Gross gains
Gross losses
$
2019
117,530 $
2,003
(1,650)
2018
30,078
884
(1,829)
Sales of available-for-sale securities in 2019 were primarily a result of improving the overall risk versus return profile of the
portfolio.
Net realized and unrealized gains (losses) recognized during the period on equity securities
Less: Net realized gains (losses) recognized during the period on equity securities sold during the
period
Unrealized gains (losses) on equity securities, net
2019
2018
6,732 $
(1,922)
1,221
5,511 $
272
(2,194)
$
$
The Company’s bond portfolio included 98% investment grade securities, as defined by the NAIC, at December 31, 2019.
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 $9,960 and $7,424 at December 31, 2019 and 2018, respectively. The Company's VIE interests, carried as a part of
investment in unconsolidated subsidiaries, totaled $1,238 at December 31, 2019 and 2018.
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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 $11,198 and $8,662, at December 31, 2019 and
2018, respectively. As of December 31, 2019 and 2018, the Company has outstanding commitments totaling $1,997 and $0,
respectively, whereby the Company is committed to fund these investments and may be called by such VIEs during the commitment
period to fund the purchase of new investments and partnership expenses.
Note 3.
Disclosures About Fair Value 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
Level 2
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.
Observable inputs, other than quoted prices included in Level 1, for an asset or liability or prices for similar assets
or liabilities. The Company’s financial instruments valued using Level 2 criteria include significantly 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. The Company’s financial instruments valued using Level 3 criteria
consist of a limited number of fixed maturities. The use of different criteria or assumptions regarding data may have
yielded materially different valuations.
Recurring Fair Value Measurements
Cash Equivalents. The carrying amount approximates fair value due to the short-term nature of the instruments.
Fixed Maturities and Common and Non-Redeemable Preferred Stocks. The carrying amount is determined in accordance with
methods prescribed by the NAIC, which do not differ materially from publicly quoted market prices. Certain fixed maturities do not
have publicly quoted values and consist solely of issuances of pooled debt
39
TABLE OF CONTENTS
obligations of multiple, smaller financial services companies. They are not actively traded and valuation techniques used to measure
fair value are based on future estimated cash flows discounted at reasonable estimated rates of interest. Other qualitative and
quantitative information received from the original underwriter of the pooled offerings is also considered, as applicable.
Nonrecurring Fair Value Measurements
Non-publicly Traded Invested Assets. The fair value of investments in certain limited partnerships which are included in other
invested assets on the consolidated balance sheet were determined by officers of those limited partnerships.
Policy Loans. Policy loans, which are categorized as Level 2 fair value measurements, are carried at the unpaid principal balances.
Junior Subordinated Debentures. The fair value is estimated based on observable interest rates and yields for debt instruments
having similar characteristics.
As of December 31, 2019, financial instruments carried at fair value were measured on a recurring basis as summarized below:
Assets:
Fixed maturities
Equity securities
Cash equivalents
Total
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
— $ 232,472 $
Significant
Unobservable
Inputs
(Level 3)
22,922
7,173
30,095 $ 232,472 $
—
—
Total
— $232,472
22,922
—
—
7,173
— $262,567
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
11,413 $197,907
4,360(1)
16,398
—
8,250
36,061 $202,267
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
1,066(1) $ 210,386
20,758
8,250
$ 239,394
—
—
1,066
$
$
$
$
As of December 31, 2018, financial instruments carried at fair value were measured on a recurring basis as summarized below:
Assets:
Fixed maturities
Equity securities
Cash equivalents
Total
(1)
All underlying securities are financial service industry related.
The following is a roll-forward of the Company’s fixed maturities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) from January 1, 2018 to December 31, 2019.
Balance, January 1, 2018
Total realized gains included in earnings
Total unrealized losses included in other comprehensive loss
Settlements
Balance, December 31, 2018
Total transferred out of level 3
Balance, December 31, 2019
40
Fixed
Maturities
$
$
1,369
208
(28)
(483)
1,066
(1,066)
—
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The Company’s fixed maturities valued using Level 3 inputs consist solely of issuances of pooled debt obligations of multiple,
smaller financial services companies that are not actively traded. There are no assumed prepayments and/or default probability
assumptions as a majority of these instruments contain certain U.S. government agency strips to support repayment of the principal.
Other qualitative and quantitative information received from the original underwriter of the pooled offerings is also considered, as
applicable. Transfer out of Level 3 were the result of valuing those securites using Level 2 criteria.
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 December 31, 2019 and 2018.
Assets:
Cash and cash equivalents
Fixed maturities
Equity securities
Other invested assets
Policy loans
Real estate
Investments in unconsolidated trusts
Liabilities:
2019
2018
Level in Fair
Value
Hierarchy(1)
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Level 1
$
12,893 $
12,893 $
12,630 $
(1)
(1)
Level 3
Level 2
Level 2
Level 2
232,472
22,922
9,960
2,007
38
1,238
232,472
22,922
9,960
2,007
38
1,238
210,386
20,758
7,424
2,085
38
1,238
12,630
210,386
20,758
7,424
2,085
38
1,238
Junior Subordinated Debentures, net
Level 2
33,738
35,977
33,738
33,738
(1)
See the aforementioned information for a description of the fair value hierarchy as well as a disclosure of levels for classes of these financial assets.
Note 4.
Deferred Policy Acquisition Costs
The following table presents a rollforward of deferred policy acquisition costs by segment for the years ended December 31.
Deferred policy acquisition costs:
Balance, beginning of year
Capitalization
Amortization
Balance, end of year
2019
2018
American
Southern
Bankers
Fidelity
American
Southern
Bankers
Fidelity
$
$
2,047 $
8,761
(8,829)
1,979 $
35,047 $
10,294
(8,459)
36,882 $
2,075 $
7,893
(7,921)
2,047 $
30,619
14,118
(9,690)
35,047
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Note 5.
Insurance Reserves and Policyholder Funds
The following table presents the Company’s reserves for life, accident and health, and property and casualty losses, claims and
loss adjustment expenses at December 31, 2019 and 2018.
Future policy benefits
Life insurance policies:
Ordinary life and annuities
Group life
Accident and health insurance policies
Unearned premiums
Losses, claims and loss adjustment expenses
Other policy liabilities
Total insurance reserves and policyholder funds
2019
2018
2019
2018
Amount of Insurance
In Force, Net
$
55,403 $
93
55,965 $ 212,774
37
33,508(1)
55,496
56,002 $ 246,282
$ 219,955
93
$ 220,048
36,994
92,490
26,035
81,448
1,933
34,255
90,257
24,206
72,612
1,973
201,906 $ 189,048
$
(1)
The group life in force amounts increased significantly during 2019. However, the impact on future policy benefits is not significant.
Annualized premiums for accident and health insurance policies were $112,734 and $116,404 at December 31, 2019 and 2018,
respectively.
Future Policy Benefits
Liabilities for life insurance future policy benefits are based upon assumed future investment yields, mortality rates, and
withdrawal rates after giving effect to possible risks of unexpected claim experience. The assumed mortality and withdrawal rates
are based upon the Company’s experience. The interest rates assumed for life, accident and health future policy benefits are
generally: (i) 2.5% to 5.5% for issues prior to 1977, (ii) 7% graded to 5.5% for 1977 through 1979 issues, (iii) 9% for 1980 through
1987 issues, (iv) 5% to 7% for 1988 through 2009 issues, (v) 4% for 2010 through 2012 issues, and (vi) 3.5% to 4.0% for 2013
through 2019 issues.
Loss and Claim Reserves
Loss and claim reserves represent estimates of projected ultimate losses and are based upon: (a) management’s estimate of
ultimate liability and claims adjusters’ evaluations for unpaid claims reported prior to the close of the accounting period, (b)
estimates of IBNR claims based on past experience, and (c) estimates of loss adjustment expenses. The estimated liability is
periodically reviewed by management and updated, with changes to the estimated liability recorded in the statement of operations in
the year in which such changes are known.
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Activity in the liability for unpaid loss and claim reserves is summarized as follows:
Balance at January 1
Less: Reinsurance recoverable on unpaid losses
Net balance at January 1
Incurred related to:
Current year
Prior years
Total incurred
Paid related to:
Current year
Prior years
Total paid
Net balance at December 31
Plus: Reinsurance recoverable on unpaid losses
Balance at December 31
2019
$ 72,612
(14,354)
58,258
2018
$ 65,689
(11,968)
53,721
137,305
128,242
(80)(1)
308(2)
137,225
128,550
95,489
36,885
132,374
63,109
18,339
$ 81,448
90,981
33,032
124,013
58,258
14,354
$ 72,612
(1)
(2)
Prior years’ development was primarily the result of better than expected development on prior years loss and claim reserves for certain lines of business
in American Southern, somewhat offset by unfavorable development on prior years loss and claim reserves for the Medicare Supplement line of business
in Bankers Fidelity.
Prior years’ development was primarily the result of unfavorable development in the loss and claim reserves for the Medicare supplement line of
business in Bankers Fidelity, somewhat offset by better than expected development on prior years loss and claim reserves for certain lines of business in
American Southern.
Following is a reconciliation of total incurred losses to total insurance benefits and losses incurred:
Total incurred losses
Cash surrender value and matured endowments
Benefit reserve changes
Total insurance benefits and losses incurred
2019
2018
$ 137,225 $ 128,550
1,316
2,784
$ 139,225 $ 132,650
1,362
638
Liability for Unpaid Losses, Claims and Loss Adjustment Expenses
The following is information, by significant product lines, about incurred and paid claims development as of December 31,
2019, net of reinsurance, as well as the cumulative number of reported claims and the total of IBNR reserves plus expected
development on reported claims included within the net incurred claims amounts. The information presented for the years ended
December 31, 2015 and prior is presented as supplementary information and is unaudited.
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Medicare Supplement
For the Years Ended December 31,
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2010
$34,849
2011
$34,328
38,188
2012
$34,323
38,296
50,021
2013
$34,303
38,360
50,996
56,974
2014
$34,282
38,327
51,021
56,970
57,179
2015
$34,272
38,316
50,998
57,034
56,938
55,482
2016
$34,268
38,302
50,989
57,023
56,981
54,939
58,849
2017
$34,265
38,299
50,987
57,021
56,981
54,993
59,851
67,960
2018
$34,264
38,297
50,985
57,016
56,976
54,990
63,226
69,655
79,140
As of December 31, 2019
Cumulative
Number of
Reported
Claims
IBNR
Reserves
—
—
—
—
—
—
—
—
182
16,432
625,699
664,057
867,052
957,369
939,482
898,387
1,036,885
1,512,117
2,049,554
1,976,968
$
2019
$$34,264
38,297
50,984
57,015
56,977
54,984
63,225
69,643
80,404
88,765
$594,558
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2011
2016
2015
2018
2017
2013
2012
2010
31,720
38,296
42,267
38,360
50,996
47,770
2014
$ 29,127 $ 34,328 $ 34,323 $ 34,303 $ 34,282 $ 34,272 $ 34,268 $ 34,265 $ 34,264
38,297
38,327
50,985
51,021
57,016
56,970
56,976
48,024
54,990
63,226
69,517
66,565
2019
$ 34,264
38,297
50,984
57,015
56,977
54,984
63,225
69,643
80,222
72,333
$ 577,944
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $ 16,614
38,299
50,987
57,021
56,981
54,993
59,747
57,696
38,302
50,989
57,023
56,981
54,876
49,165
38,316
50,998
57,034
56,938
45,430
Accident
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Accident
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
The cumulative number of reported claims for the Medicare supplement line of business is the number of distinct claims
incurred and submitted to Medicare for payment in the given year. Multiple payments on the same claim are not counted in the
frequency information. Estimated ultimate claims incurred, using claims data reported during each month of any given year, are
calculated using the chain ladder method modified to use seasonality and trend-adjusted expected claims for the final two months.
Additional adjustments to the estimated ultimate claims incurred are then applied to account for seasonal changes in billing and
payment frequencies. The IBNR reserve is calculated as estimated ultimate claims less paid claims and claims in course of
settlement. Thirty-six months of loss data are used to develop the estimated ultimate incurred claims. Similar approaches are used
for other less significant health products, subject to modifications to account for unique aspects of the product.
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Automobile Liability
For the Years Ended December 31,
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2010
$10,752
2011
$10,818
12,263
2012
$10,547
13,802
12,980
2013
$ 9,937
13,235
15,007
18,664
2014
$10,068
13,289
14,108
20,702
20,812
2015
$10,185
13,281
13,707
21,096
21,881
18,521
2016
$10,202
13,495
13,313
21,823
22,041
19,857
20,549
2017
$10,201
13,385
13,343
21,352
22,353
20,017
21,275
22,179
2018
$10,209
13,330
13,357
21,020
21,682
20,007
21,846
24,212
24,284
As of December 31, 2019
Cumulative
Number of
Reported
Claims
IBNR
Reserves
—
—
—
—
57
88
1,106
1,413
3,991
8,649
1,947
2,132
2,343
3,267
3,543
3,528
3,846
3,777
3,524
3,205
$
2019
$ 10,215
13,329
13,373
20,972
22,080
20,086
22,388
23,766
25,682
25,241
$197,132
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2011
2012
2010
$ 3,211 $ 6,274 $ 8,291 $ 9,382
9,858
8,791
5,144
7,934
4,627
4,205
2013
2014
$ 9,725
12,071
11,507
12,193
6,822
2015
$ 10,056
13,039
12,932
16,782
13,807
6,226
2016
$ 10,090
13,106
13,197
19,407
17,554
11,878
6,796
2019
$ 10,215
13,329
13,373
20,972
21,735
19,557
19,613
20,221
15,647
7,305
$ 161,967
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $ 35,165
2018
$ 10,210
13,330
13,288
20,982
20,878
17,612
16,397
16,317
6,989
2017
$ 10,206
13,199
13,211
20,382
20,177
14,938
13,141
7,401
Accident
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Accident
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Automobile Physical Damage
For the Years Ended December 31,
Accident Year
2015
2016
2017
2018
2019
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2015
2016
2017
2018
2019
$
8,287
$
$
7,955
6,877
$
7,887
6,386
6,257
7,896
6,352
5,933
7,805
$
$
$
$7,884
6,289
5,857
7,530
8,526
36,086
45
As of December 31, 2019
Cumulative
Number of
Reported
Claims
IBNR
Reserves
—
—
—
1
202
1,588
1,269
1,321
1,449
1,355
TABLE OF CONTENTS
Accident Year
2015
2016
2017
2018
2019
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2017
2015
2019
2016
2018
$
$6,745
$
$
7,937
5,804
$
7,885
6,353
5,215
7,895
6,349
5,914
6,344
All outstanding liabilities before 2015, net of reinsurance
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance
$
$
$
$7,884
6,289
5,856
7,510
6,360
33,899
—
2,187
General Liability
For the Years Ended December 31,
Accident Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Accident Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2010
$4,114
2011
$ 2,699
3,022
2012
$ 2,269
1,723
4,055
2013
$ 2,337
1,452
1,305
3,461
2014
$ 2,258
1,338
1,269
728
3,744
2015
$ 2,400
1,174
1,270
926
501
4,421
2016
$ 2,423
1,242
1,214
817
557
1,037
3,119
2017
$ 2,473
1,327
1,333
865
476
1,227
1,148
1,490
2018
$ 2,480
1,335
1,344
820
406
1,044
736
488
1,656
As of December 31, 2019
Cumulative
Number of
Reported
Claims
IBNR
Reserves
0
18
25
33
1
1
0
70
127
1,598
289
208
159
195
193
146
85
77
73
61
$
2019
$ 2,490
1,400
1,377
945
497
867
608
513
333
1,916
$10,946
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2010
$
284
2011
$
678
295
2012
$ 1,374
412
371
2013
$ 1,542
582
707
104
2014
$ 2,037
835
847
339
171
2015
$ 2,368
1,161
1,034
579
299
98
2016
$ 2,382
1,169
1,113
811
331
259
116
2019
$ 2,490
1,325
1,269
805
493
863
608
365
90
41
$ 8,349
441
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $ 3,038
2018
$ 2,463
1,285
1,260
803
373
664
568
136
65
2017
$ 2,457
1,278
1,219
791
369
464
203
75
All outstanding liabilities before 2010, net of reinsurance
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Surety
For the Years Ended December 31,
Accident Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Accident Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2010
$ 3,995
2011
$ 4,624
4,422
2012
$ 3,618
4,786
4,979
2013
$ 3,396
5,080
4,767
3,060
2014
$ 3,607
5,092
5,396
2,007
3,214
2015
$ 3,549
4,966
5,345
2,743
3,130
1,902
2016
$ 3,563
5,031
4,869
2,947
2,990
1,630
3,314
2017
$ 3,534
5,112
4,880
2,866
2,760
1,400
1,812
4,677
2018
$ 3,530
5,111
4,892
2,809
2,685
1,359
1,865
3,671
3,528
As of December 31, 2019
Cumulative
Number of
Reported
Claims
IBNR
Reserves
—
—
2
—
5
47
—
79
236
1,699
95
126
89
58
54
50
46
58
62
29
$
2019
$ 3,525
5,112
4,925
2,765
2,617
1,406
1,876
3,799
1,938
2,130
$30,093
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2010
$
928
2011
$ 2,193
1,031
2012
$ 2,780
3,207
2,257
2013
$ 2,943
4,622
4,581
323
2014
$ 3,252
4,748
4,856
1,010
1,331
2015
$ 3,545
4,939
5,331
1,369
2,327
641
2016
$ 3,560
5,022
4,869
2,763
2,727
856
1,054
2017
$ 3,534
5,109
4,880
2,789
2,739
1,127
1,732
1,971
2018
$ 3,530
5,111
4,878
2,749
2,664
1,125
1,772
3,255
1,157
All outstanding liabilities before 2010, net of reinsurance
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $
2019
$
3,525
5,112
4,916
2,765
2,593
1,128
1,873
3,523
1,454
259
$ 27,148
—
2,945
For the property and casualty lines of business, the number of claims presented above equals the number of occurrences by
type of claim reported to the Company. The number of claims reported during a given year corresponds to the number of claims
records opened during the year. Frequency information is maintained on a cumulative basis by accident year by line of business. For
automobile claims, a claim count is separately maintained for bodily injury, property damage and physical damage claims. The
Company has consistently monitored claim frequency on this basis, and believes this provides more meaningful information than
using claimant count which can change over the course of settling a claim.
In general, when a claim is reported, claims representatives establish a “case reserve” for the estimated amount of the ultimate
payment based on the known information of the claim at that time. Claims managers review and monitor all property and casualty
claims in excess of $25,000. As new information becomes available or payments are made on a claim, the case reserve is adjusted to
reflect the revised estimate of the ultimate amount to be paid out. Estimates and assumptions pertaining to individual claims are
based on complex and subjective judgments and subject to change at any time as new information becomes available.
In addition to case reserves, IBNR reserves are established to provide for claims which have not been reported to the Company
as of the reporting date as well as potential adverse development on known case reserves. IBNR reserve estimates are derived
through a number of analytical techniques. Actuarial data is
47
TABLE OF CONTENTS
analyzed by line of business, coverage and accident year. Qualitative factors are also considered in determining IBNR reserves and
include such factors as judicial decisions, general economic trends such as inflation, changes in policy forms, and underwriting
changes. Reserves are reviewed quarterly and any indicated adjustments are made.
Because of the inherent uncertainties in establishing both case and IBNR reserves, ultimate loss experience may prove better or
worse than indicated by the combined claim reserves. Adjustments to claim reserves are reflected in the period recognized and could
increase or decrease earnings for the period.
The following is supplementary information about average historical claims duration as of December 31, 2019.
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance
(Unaudited)
Reserve Line
Medicare Supplement
Automobile Liability
Automobile Physical Damage
General Liability
Surety
1st
Year
83.0%
30.2%
85.1%
17.1%
38.0%
2nd Year
3rd Year
4th Year
5th Year
6th Year
7th Year
8th Year
9th Year
10th
Year
16.8%
31.3%
12.8%
16.8%
32.1%
0.1%
17.4%
-0.6%
26.3%
13.3%
0.0%
12.9%
-0.4%
14.3%
10.4%
0.0%
5.0%
-0.1%
11.8%
0.2%
0.0%
2.1%
0.0%
9.4%
1.2%
0.0%
0.4%
0.0%
2.9%
0.7%
0.0%
0.9%
0.0%
1.4%
0.0%
0.0% 0.0%
0.0% 0.0%
0.0% 0.0%
1.5% 1.1%
0.0% -0.1%
The reconciliation of the net incurred and paid claims development tables to the liability for losses, claims and loss adjustment
expenses is as follows:
Net outstanding liabilities:
Medicare Supplement
Automobile Liability
Automobile Physical Damage
General Liability
Surety
Other short-duration insurance lines
Liabilities for unpaid losses, claims and loss adjustment expenses, net of reinsurance
Reinsurance recoverable on unpaid losses:
Medicare Supplement
Automobile Liability
Automobile Physical Damage
General Liability
Total reinsurance recoverable on unpaid losses
Unallocated claims adjustment expenses
$
December 31,
2019
16,614
35,165
2,187
3,038
2,945
1,043
60,992
10,620
5,566
143
2,010
18,339
2,117
Total gross liability for unpaid losses, claims and loss adjustment expenses
$
81,448
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Note 6.
Reinsurance
In accordance with general practice in the insurance industry, portions of the life, property and casualty insurance written by
the Company are reinsured; however, the Company remains liable with respect to reinsurance ceded should any reinsurer be unable
or unwilling to meet its obligations. Approximately 99.7% of the Company’s reinsurance recoverables were due from a single
reinsurer as of December 31, 2019. Reinsurance recoverables of $32,035 were due from General Re Corporation, rated “AA+” by
Standard & Poor’s and “A++” (Superior) by A.M. Best. Allowances for uncollectible amounts are established against reinsurance
recoverables, if appropriate.
The effects of reinsurance on premiums written, premiums earned and insurance benefits and losses incurred were as follows:
Direct premiums written
Assumed premiums written
Ceded premiums written
Net premiums written
Direct premiums earned
Assumed premiums earned
Ceded premiums earned
Net premiums earned
Provision for benefits and losses incurred
Reinsurance loss recoveries
Insurance benefits and losses incurred
Components of reinsurance receivables at December 31, 2019 and 2018 were as follows:
Recoverable on unpaid losses
Recoverable on unpaid benefits
Recoverable on paid losses
Ceded unearned premiums
Ceded advanced premiums
Total reinsurance receivables
Note 7.
Income Taxes
Total income taxes were allocated as follows:
Total tax benefit on income
Tax benefit on components of shareholders’ equity:
Net unrealized gains (losses) on investment securities
Total tax benefit
49
2019
2018
$ 237,973 $ 220,415
20,093
23,275
(77,750)
(66,845)
$ 183,498 $ 173,663
$ 237,361 $ 219,785
22,345
19,680
(66,534)
(77,781)
$ 181,925 $ 172,931
$ 206,390 $ 188,275
(55,625)
(67,165)
$ 139,225 $ 132,650
2019
$ 18,339 $
10,772
1,538
1,155
331
$ 32,135 $
2018
14,354
9,355
992
1,185
224
26,110
2019
2018
(21) $
(267)
(4,783)
(4,804) $
(2,541)
(2,808)
$
$
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A reconciliation of the differences between income taxes computed at the federal statutory income tax rate and the income tax
benefit is as follows:
Federal income tax provision
Statutory rate
Dividends-received deduction
Meals & entertainment
Vested stock & club dues
Parking disallowance
Adjustment for prior years’ estimates to actual
Income tax benefit
Effective tax rate
2019
2018
$
$
(86)
$
21%
(23)
55
37
17
(21)
(21)
$
(204)
21%
(39)
56
19
—
(99)
(267)
5.2%
27.5%
The primary differences between the effective tax rate and the federal statutory income tax rate for 2019 resulted from
permanent differences related to meals & entertainment and vested stock grants. Also contributing to differences between the
effective tax rate and the federal statutory income tax rate was the dividends-received deduction (“DRD”). The current estimated
DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from
investments as well as the amount of the Company’s taxable income.
The primary differences between the effective tax rate and the federal statutory income tax rate for 2018 resulted from
provision-to-filed return adjustments that are generally updated at the completion of the third quarter of each fiscal year and were
$99 in the year ended December 31, 2018.
Deferred tax liabilities and assets at December 31, 2019 and 2018 were comprised of the following:
Deferred tax assets:
Deferred acquisition costs
Insurance reserves
Impaired assets
Bad debts and other
Total deferred tax assets
Deferred tax liabilities:
Deferred and uncollected premiums
Net unrealized investment gains
Other
Total deferred tax liabilities
Net deferred tax asset
The components of income tax expense (benefit) were:
Current - Federal
Deferred - Federal
Total
2019
2018
2,540 $
3,323
822
319
7,004
(328) $
(6,090)
(272)
(6,690)
314 $
175
3,410
1,142
332
5,059
(360)
(148)
(367)
(875)
4,184
2019
2018
892 $
(913)
(21) $
1,969
(2,236)
(267)
$
$
$
$
$
The Company has formal tax-sharing agreements, and files a consolidated income tax return, with its subsidiaries. Tax years
prior to 2016 have been audited by the Internal Revenue Service and are closed.
50
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Note 8.
Junior Subordinated Debentures
The Company has two unconsolidated Connecticut statutory business trusts, which exist for the exclusive purposes of: (i)
issuing trust preferred securities (“Trust Preferred Securities”) representing undivided beneficial interests in the assets of the trusts;
(ii) investing the gross proceeds of the Trust Preferred Securities in junior subordinated deferrable interest debentures (“Junior
Subordinated Debentures”) of Atlantic American; and (iii) engaging in those activities necessary or incidental thereto. At December
31, 2019, the effective interest rate was 5.96%.
The financial structure of each of Atlantic American Statutory Trust I and II, as of December 31, 2019 and 2018, was as
follows:
JUNIOR SUBORDINATED DEBENTURES(1)(2)
Balance December 31, 2019
Less: Treasury debt(3)
Net balance December 31, 2019
Net balance December 31, 2018
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)
Atlantic American
Statutory Trust I
Atlantic American
Statutory Trust II
$18,042
—
$18,042
$18,042
LIBOR + 4.00%
Quarterly
December 4, 2032
Yes
December 4, 2002
17,500
$1
$17,500
LIBOR + 4.00%
Quarterly
Atlantic
American
Corporation
$23,196
(7,500)
$15,696
$15,696
LIBOR + 4.10%
Quarterly
May 15, 2033
Yes
May 15, 2003
22,500
$1
$22,500
LIBOR + 4.10%
Quarterly
Atlantic
American
Corporation
(1)
(2)
(3)
(4)
For each of the respective debentures, the Company has the right at any time, and from time to time, to defer payments of interest on the Junior
Subordinated Debentures for a period not exceeding 20 consecutive quarters up to the debentures’ respective maturity dates. During any such period,
interest will continue to accrue and the Company may not declare or pay any cash dividends or distributions on, or purchase, the Company’s common
stock nor make any principal, interest or premium payments on or repurchase any debt securities that rank equally with or junior to the Junior
Subordinated Debentures. The Company has the right at any time to dissolve each of the trusts and cause the Junior Subordinated Debentures to be
distributed to the holders of the Trust Preferred Securities.
The Junior Subordinated Debentures are unsecured and rank junior and subordinate in right of payment to all senior debt of the Parent and are effectively
subordinated to all existing and future liabilities of its subsidiaries.
In 2014, the Company acquired $7,500 of the Junior Subordinated Debentures.
The Parent has guaranteed, on a subordinated basis, all of the obligations under the Trust Preferred Securities, including payment of the redemption price
and any accumulated and unpaid distributions to the extent of available funds and upon dissolution, winding up or liquidation.
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Note 9.
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 for an additional eight years from the January 1, 2019 effective date of the new lease guidance. 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 year ended December 31, 2019 was $1,014. See the “Adoption of New Accounting
Standards – Leases” section of Note 1 of Notes to Consolidated Financial Statements for additional information regarding the
accounting for leases.
Additional information regarding the Company’s real estate operating leases is as follows:
Other information on operating leases:
Cash payments included in the measurement of lease liabilities reported in operating cash
flows
Right-of-use assets included in other assets on the 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:
2020
2021
2022
2023
2024
Thereafter
Total undiscounted lease payments
Less: present value adjustment
Year
Ended
December
31,
2019
$815
5,476
6.8%
6.9 years
Lease
Liability
$
978
1,015
1,031
1,048
1,065
2,025
7,162
1,487
Operating lease liability included in accounts payable and accrued expenses on the
consolidated balance sheet
$
5,675
As of December 31, 2019, the Company has no operating leases that have not yet commenced.
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Note 10. Benefit Plans
Equity Incentive Plan
On May 1, 2012, the Company’s shareholders approved the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan
authorizes the grant of up to 2,000,000 stock options, stock appreciation rights, restricted shares, restricted stock units, performance
shares, performance units and other awards for the purpose of providing the Company’s non-employee directors, consultants,
officers and other employees incentives and rewards for superior performance. In 2019, a total of 355,000 restricted shares, with an
estimated fair value of $948, were issued under the 2012 Plan. In 2018, a total of 30,000 restricted shares, with an estimated fair
value of $87, were issued under the 2012 Plan and 64,000 restricted shares, with an estimated fair value of $236, were forfeited
under such plan. The estimated fair value of the restricted shares issued under the 2012 Plan for 2019 and 2018 was based on the
common stock price at date of grant. Stock grants are generally issued from treasury shares. Vesting of restricted shares generally
occurs after a one to three year period. The Company accounts for forfeitures as they occur. There were no stock options granted or
outstanding under the 2012 Plan in 2019 or 2018. Shares available for future grant at December 31, 2019 and 2018 were 920,200
and 1,275,200, respectively.
401(k) Plan
The Company initiated an employees’ savings plan (the “Plan”) qualified under Section 401(k) of the Internal Revenue Code in
May 1995. The Plan covers substantially all of the Company’s employees. Effective January 1, 2009, the Company modified the
Plan such that the Plan would operate on a safe harbor basis. Under the Plan, employees may defer up to 50% of their compensation,
not to exceed the annual deferral limit. The Company’s total matching contribution for 2019 and 2018 was $230 and $233,
respectively, and consisted of a contribution equal to 35% of up to the first 6% of each participant’s contributions. In addition to the
matching contribution, the Company also provided a 3% safe harbor non-elective contribution in 2019 and 2018 of $524 and $491,
respectively. All contributions were made in cash. Participants are 100% vested in their own contributions and the vested percentage
attributable to certain employer contributions is based on a five year graded schedule.
Agent Stock Purchase Plan
The Company initiated a nonqualified stock purchase plan (the “Agent Stock Purchase Plan”) in May 2012. The purpose of the
Agent Stock Purchase Plan is to promote and advance the interests of the Company and its shareholders by providing independent
agents who qualify as participants with an opportunity to purchase the common stock of the Company. Under the Agent Stock
Purchase Plan, payment for shares of common stock of the Company is made by either deduction from an agent’s commission
payment or a direct cash payment. Stock purchases are made at the end of each calendar quarter at the then current market value.
Note 11. Preferred Stock
The Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding at December 31, 2019
and 2018, respectively. 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 par value of $1 per share and a redemption 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. The Company had accrued, but unpaid, dividends, on the Series D Preferred Stock of
$18 at December 31, 2019 and 2018. During each of 2019 and 2018, the Company paid Series D Preferred Stock dividends of $399.
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Note 12. Earnings (Loss) Per Common Share
Basic earnings per share was computed by dividing net loss available to common shareholders by the weighted average number
of common shares outstanding during the period. The computation of diluted earnings per share reflected the effect of potentially
dilutive securities.
A reconciliation of the numerator and denominator of the loss per common share calculations is as follows:
Basic and Diluted Loss Per Common Share
Net loss before preferred stock dividends
Less preferred stock dividends
Net loss applicable to common shareholders
Basic and Diluted Loss Per Common Share
Net loss before preferred stock dividends
Less preferred stock dividends
Net loss applicable to common shareholders
For the Year Ended December 31, 2019
Weighted
Average
Shares
Outstanding
(In thousands)
Per Share
Amount
20,258
—
20,258 $
(.04)
Loss
$
$
(386)
(399)
(785)
For the Year Ended December 31, 2018
Weighted
Average
Shares
Outstanding
(In thousands)
Per Share
Amount
20,284
—
20,284 $
(.05)
Loss
$
$
(704)
(399)
(1,103)
The assumed conversion of the Company’s Series D Preferred Stock was excluded from the earnings per common share
calculation for 2019 and 2018 since its impact would have been antidilutive.
Note 13. Statutory Reporting
The assets, liabilities and results of operations have been reported on the basis of GAAP, which varies in some respects from
statutory accounting practices (“SAP”) prescribed or permitted by insurance regulatory authorities. The principal differences
between SAP and GAAP are that under SAP: (i) certain assets that are non-admitted assets are eliminated from the balance sheet;
(ii) acquisition costs for policies are expensed as incurred, while they are deferred and amortized over the estimated life of the
policies under GAAP; (iii) the provision that is made for deferred income taxes is different than under GAAP; (iv) the timing of
establishing certain reserves is different than under GAAP; and (v) certain valuation allowances attributable to certain investments
are different.
The Company meets the minimum capital requirements in the states in which it does business. The amount of reported
statutory net income and surplus (shareholders’ equity) for the Parent’s insurance subsidiaries for the years ended December 31 was
as follows:
Bankers Fidelity, net loss
American Southern, net income
Statutory net income (loss)
Bankers Fidelity, surplus
American Southern, surplus
Statutory surplus
54
2019
(9,509) $
4,778
(4,731) $
$
$
2018
(3,963)
5,445
1,482
$ 35,546 $
45,827
$ 81,373 $
34,214
43,467
77,681
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Under the insurance code of the state in which each insurance subsidiary is domiciled, dividend payments to the Parent by its
insurance subsidiaries are subject to certain limitations without the prior approval of the applicable state’s Insurance Commissioner.
The Parent received dividends of $4,800 in each of the years ended 2019 and 2018, respectively, from its subsidiaries. In 2020,
dividend payments to the Parent by the insurance subsidiaries in excess of $4,583 would require prior approval.
Note 14. Related Party Transactions
In the normal course of business the Company has engaged in transactions with entities affiliated with the controlling
shareholder of the Company. These transactions include the leasing of office space as well as certain investing and financing
activities. At December 31, 2019, two members of the Company’s board of directors, including the Company’s chairman, president
and chief executive officer, were considered to be affiliates of the majority shareholder.
The Company leases approximately 49,586 square feet of office and covered garage space from one such controlled entity.
During the years ended December 31, 2019 and 2018, the Company paid $908 and $781, respectively, under this lease.
Certain financing for the Company has also been provided by this entity in the form of an investment in the Series D Preferred
Stock (See Note 11). During the years ended December 31, 2019 and 2018, the Company paid this entity $399 in dividends on the
Series D Preferred Stock.
Certain members of the Company’s management and board of directors are shareholders and on the board of directors of Gray
Television, Inc. (“Gray”). As of December 31, 2019 and 2018, the Company owned 880,272 shares of Gray Class A common stock
and 106,000 shares of Gray common stock. The aggregate carrying value of these investments in Gray at December 31, 2019 and
2018 was $19,764 and $13,226, respectively.
During the years ended December 31, 2019 and 2018, Gray paid the Company approximately $1,022 and $783, respectively, in
insurance premiums related to certain voluntary employee benefit plans.
During the year ended December 31, 2019, the Company transferred its remaining fractional interest in an aircraft arrangement
to Gray Television, Inc. for $151.
55
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Note 15. Segment Information
The Parent’s primary insurance subsidiaries operate with relative autonomy and each company is evaluated based on its
individual performance. American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates
in the life and health insurance market. Each segment derives revenue from the collection of premiums, as well as from investment
income. Substantially all revenue other than that in the corporate and other segment is from external sources.
Insurance premiums, net
Insurance benefits and losses incurred
Expenses deferred
Amortization and depreciation expense
Other expenses
Total expenses
Underwriting income (loss)
Net investment income
Other income
Operating income (loss)
Net realized gains (losses)
Unrealized gains on equity securities
Income (loss) before income taxes
Total revenues
Intangibles
Total assets
Insurance premiums, net
Insurance benefits and losses incurred
Expenses deferred
Amortization and depreciation expense
Other expenses
Total expenses
Underwriting income (loss)
Net investment income
Other income
Operating income (loss)
Net realized gains
Unrealized losses on equity securities
Income (loss) before income taxes
Total revenues
Intangibles
Total assets
For the Year Ended December 31, 2019
American
Southern
Bankers
Fidelity
Corporate
& Other
Adjustments
& Eliminations
Consolidated
$
$
$
$
58,680 $ 123,245 $
39,541
(8,761)
9,024
16,869
56,673
2,007
3,689
75
5,771
(386)
344
5,729 $
99,684
(10,294)
8,709
37,158
135,257
(12,012)
5,317
18
(6,677)
840
2,191
(3,646) $
— $
—
—
551
15,939
16,490
2,597
7,307
(6,586)
1,120
2,976
(2,490) $
— $
—
—
—
(9,834)
(9,834)
(2,624)
(7,210)
—
—
—
— $
181,925
139,225
(19,055)
18,284
60,132
198,586
8,979
190
(7,492)
1,574
5,511
(407)
62,402 $ 131,611 $
14,000 $
(9,834) $
198,179
1,350 $
1,194 $
— $
— $
2,544
$ 141,524 $ 224,122 $ 154,687 $
(142,707) $
377,626
For the Year Ended December 31, 2018
American
Southern
Bankers
Fidelity
Corporate
& Other
Adjustments
& Eliminations
Consolidated
$
$
$
$
53,807 $ 119,124 $
38,829
(7,893)
7,991
14,666
53,593
214
3,783
8
4,005
1,876
(220)
5,661 $
93,821
(14,118)
9,892
36,514
126,109
(6,985)
5,382
7
(1,596)
3,006
(514)
896 $
— $
—
—
715
16,613
17,328
2,895
8,093
(6,340)
272
(1,460)
(7,528) $
— $
—
—
—
(10,506)
(10,506)
(2,511)
(7,995)
—
—
—
— $
172,931
132,650
(22,011)
18,598
57,287
186,524
9,549
113
(3,931)
5,154
(2,194)
(971)
59,254 $ 127,005 $
9,800 $
(10,506) $
185,553
1,350 $
1,194 $
— $
— $
2,544
$ 122,724 $ 195,663 $ 134,643 $
(108,756) $
344,274
Note 16. 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 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.
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Note 17.
Subsequent Events
On January 30, 2020, the World Health Organization declared that the recent coronavirus disease 2019 (“COVID-19”) outbreak
was a global health emergency. On March 11, 2020, the World Health Organization raised the COVID-19 outbreak to “pandemic”
status. The Company can experience increased risk of loss any time unforeseen infectious diseases impact large portions of a
population. Specifically, the Company’s Life and Health business could experience significant loss due to increased claims volume
arising from COVID-19. As a result of a pandemic, the Company could also experience losses in its investment portfolio as a result
of volatile markets. Due to the recentness of these events, the Company is unable to estimate the amount of losses at this time.
However, the Company anticipates that the losses from these events will adversely impact first quarter 2020 financial statements
and potentially beyond.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the
participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934). Based on that evaluation, management, including the Chief Executive Officer and Chief
Financial Officer, concluded that disclosure controls and procedures were effective as of that date.
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.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019
based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the
updated 2013 Internal Control – Integrated Framework. Based on that evaluation, management believes that internal control over
financial reporting as such term is defined in Exchange Act Rule 13a-15(f) was effective as of December 31, 2019.
There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2019 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s
independent registered public accounting firm pursuant to certain rules of the Securities and Exchange Commission that exempt
smaller reporting companies, including the Company, from such requirement.
Item 9B. Other Information
None.
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PART III
With the exception of certain information relating to the Executive Officers of the Company, which is provided in Part I hereof,
the information relating to securities authorized for issuance under equity compensation plans and the information relating to the
Company’s Code of Business Conduct and Ethics, each of which is included below, all information required by Part III (Items 10,
11, 12, 13 and 14 of Form 10-K) is incorporated by reference to the sections entitled “Election of Directors,” “Security Ownership
of Certain Beneficial Owners and Management,” “Delinquent Section 16(a) Reports” (if applicable), “Executive Compensation,”
“Certain Relationships and Related Transactions, and Director Independence” and “Ratification of Independent Registered Public
Accounting Firm” to be contained in the Company’s definitive proxy statement in connection with the Company’s Annual Meeting
of Shareholders to be held on or around May 18, 2020, to be filed with the SEC within 120 days of the Company’s fiscal year end.
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2019, the number of securities issuable upon exercise of outstanding
options, warrants and rights, the weighted average exercise price thereof and the number of securities remaining available for future
issuance under the Company’s equity compensation plans:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders(1)
Total
Number of
Securities to Be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the First
Column)
— $
—
— $
—
—
—
920,200
—
920,200
(1)
All the Company’s equity compensation plans have been approved by the Company’s shareholders.
The Company has adopted a Code of Business Conduct and Ethics that applies to its principal executive officer, principal
financial officer, principal accounting officer or controller, or any persons performing similar functions, as well as its directors and
other employees. A copy of this Code of Business Conduct and Ethics has been filed as an exhibit to this annual report on Form 10-
K.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this report:
1.
Financial Statements:
See Index to Financial Statements contained in Item 8 hereof.
2.
Financial Statement Schedules:
Schedule II - Condensed financial information of the registrant
Schedule III - Supplementary insurance information of the registrant
Schedule IV - Reinsurance information for the registrant
Schedule VI - Supplemental information concerning property-casualty insurance operations of the registrant
Schedules other than those listed above are omitted as they are not required or are not applicable, or the required information is
shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information
is not applicable.
3. Exhibits *:
3.1
3.2
4.1
10.01
- Restated Articles of Incorporation of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the
registrant’s Form 10-K for the year ended December 31, 2008].
- Restated Bylaws of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K
filed on March 4, 2016].
- Description of the registrant’s common stock registered pursuant to section 12 of the Securities Exchange Act of
1934.
- Management Agreement, dated July 1, 1993, between the registrant and Atlantic American Life Insurance
Company and Bankers Fidelity Life Insurance Company [incorporated by reference to Exhibit 10.41 to the
registrant’s Form 10-Q for the quarter ended September 30, 1993].
10.02
- Tax Allocation Agreement, dated as of January 4, 2016, between the registrant and the registrant’s subsidiaries
10.03**
[incorporated by reference to Exhibit 10.02 to the registrant’s Form 10-K for the year ended December 31, 2017].
- Atlantic American Corporation 2012 Nonqualified Stock Purchase Plan [incorporated by reference to Exhibit 99.1
to the registrant’s Form S-8 (File No. 333-183207) filed on August 10, 2012].
10.04**
- Atlantic American Corporation 2012 Equity Incentive Plan [incorporated by reference to Exhibit 10.1 to the
registrant’s Form 10-Q for the quarter ended March 31, 2013].
10.05
10.06
10.07**
14.1
21.1
23.1
31.1
- Lease Agreement, dated as of November 1, 2007, between Georgia Casualty & Surety Company, Bankers Fidelity
Life Insurance Company, Atlantic American Corporation and Delta Life Insurance Company [incorporated by
reference to Exhibit 10.10 to the registrant’s Form 10-K for the year ended December 31, 2007].
- First Amendment to Lease Agreement, dated as of March 31, 2008, between Georgia Casualty & Surety Company,
Bankers Fidelity Life Insurance Company, Atlantic American Corporation and Delta Life Insurance Company
[incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q for the quarter ended March 31, 2008].
- Employment and Transition Agreement with Fixed Determination Date, dated as of June 14, 2017 by and between
John G. Sample, Jr. and the registrant [incorporated by reference to Exhibit 10.07 to the registrant’s Form 10-K for
the year ended December 31, 2017].
- Code of Business Conduct and Ethics [incorporated by reference to Exhibit 14.1 to the registrant’s Form 10-K for
the year ended December 31, 2003].
- Subsidiaries of the registrant [incorporated by reference to Exhibit 21.1 to the registrant’s Form 10-K for the year
ended December 31, 2015].
- Consent of Dixon Hughes Goodman LLP, Independent Registered Public Accounting Firm.
- Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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- Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
- Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1
101.INS
- XBRL Instance Document.
101.SCH - XBRL Taxonomy Extension Schema.
101.CAL
101.DEF
101.LAB - XBRL Taxonomy Extension Label Linkbase.
101.PRE
- XBRL Taxonomy Extension Calculation Linkbase.
- XBRL Taxonomy Extension Definition Linkbase.
- XBRL Taxonomy Extension Presentation Linkbase.
*
The registrant agrees to furnish to the Commission upon request a copy of any instruments defining the rights of security holders of the registrant that
may be omitted from filing in accordance with the Commission’s rules and regulations.
** Management contract, compensatory plan or arrangement required to be filed pursuant to Part IV, Item 15(c) of Form 10-K and Item 601 of Regulation
S-K.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
ATLANTIC AMERICAN CORPORATION
(Registrant)
By:
/s/ J. Ross Franklin
J. Ross Franklin
Vice President and Chief Financial Officer
Date: March 24, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Hilton H. Howell, Jr.
HILTON H. HOWELL, JR.
President, Chief Executive Officer
and Chairman of the Board (Principal Executive Officer)
/s/ J. Ross Franklin
J. ROSS FRANKLIN
/s/ Robin R. Howell
ROBIN R. HOWELL
/s/ Mark E. Preisinger
MARK E. PREISINGER
/s/ Joseph M. Scheerer
JOSEPH M. SCHEERER
/s/ Scott G. Thompson
SCOTT G. THOMPSON
/s/ D. Keehln Wheeler
D. KEEHLN WHEELER
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
61
March 24, 2020
March 24, 2020
March 24, 2020
March 24, 2020
March 24, 2020
March 24, 2020
March 24, 2020
TABLE OF CONTENTS
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
BALANCE SHEETS
ASSETS
Cash and cash equivalents
Investments
Investment in subsidiaries
Investments in unconsolidated trusts
Deferred tax asset, net
Income taxes receivable from subsidiaries
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deferred tax liability, net
Other payables
Junior subordinated debentures
Total liabilities
Shareholders’ equity
Total liabilities and shareholders’ equity
Schedule II
Page 1 of 3
December 31,
2019
2018
(In thousands)
2,068 $
3,267
142,707
1,238
—
2,304
5,126
156,710 $
3,142
14,154
108,756
1,238
3,524
2,856
3,311
136,981
346 $
4,232
33,738
—
1,871
33,738
38,316
35,609
118,394
156,710 $
101,372
136,981
$
$
$
$
See accompanying report of independent registered public accounting firm.
II-1
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CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
STATEMENTS OF OPERATIONS
REVENUE
Fee income from subsidiaries
Distributed earnings from subsidiaries
Unrealized losses on equity securities, net
Other
Total revenue
Schedule II
Page 2 of 3
Year Ended December 31,
2019
2018
(In thousands)
$
7,210 $
4,800
2,976
1,190
16,176
7,995
4,800
(1,460)
752
12,087
GENERAL AND ADMINISTRATIVE EXPENSES
11,731
12,764
INTEREST EXPENSE
INCOME TAX BENEFIT(1)
EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES, NET
NET LOSS
2,130
2,315
(2,035)
4,350
(4,736)
$
(386) $
2,037
(2,714)
(3,544)
830
(1,534)
(704)
(1)
Under the terms of a tax-sharing agreement, income tax provisions for the subsidiary companies are computed on a separate company basis. Accordingly,
the Company’s income tax benefit results from the utilization of the Parent’s separate return loss to reduce the consolidated taxable income of the
Company.
See accompanying report of independent registered public accounting firm.
II-2
TABLE OF CONTENTS
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Realized investment gains, net
Unrealized (gains) losses on equity securities, net
Depreciation and amortization
Compensation expense related to share awards
Distributions received from equity method investees
Equity in undistributed earnings of consolidated subsidiaries
Decrease in intercompany taxes
Deferred income tax benefit
Increase (decrease) in accounts payable and accrued expenses
Other, net
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investments sold, called or matured
Investments purchased
Capital contribution to subsidiaries
Additions to property and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends on Series D preferred stock
Payment of dividends on common stock
Proceeds from shares issued under stock plans
Treasury stock acquired — share repurchase authorization
Treasury stock acquired — net employee share-based compensation
Net cash used in financing activities
Net decrease in cash
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure:
Cash paid for interest
Cash paid for income taxes
Intercompany tax settlement from subsidiaries
Schedule II
Page 3 of 3
Year Ended December 31,
2019
2018
(In thousands)
$
(386) $
(704)
(1,120)
(2,976)
552
353
51
4,736
551
(913)
2,360
(2,314)
894
3,574
(1,060)
(3,500)
(44)
(1,030)
(399)
(403)
27
(71)
(92)
(938)
(1,074)
3,142
2,068 $
(272)
1,460
715
244
183
1,534
24
(2,236)
(214)
(190)
544
675
—
(6,000)
(219)
(5,544)
(399)
(407)
36
(597)
(223)
(1,590)
(6,590)
9,732
3,142
2,155 $
1,662 $
3,335 $
1,996
2,107
3,439
$
$
$
$
See accompanying report of independent registered public accounting firm.
II-3
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Segment
December 31, 2019:
Bankers Fidelity
American Southern
December 31, 2018:
Bankers Fidelity
American Southern
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Schedule III
Page 1 of 2
Future Policy
Benefits,
Losses,
Claims and
Loss
Reserves
Deferred
Acquisition
Costs
Unearned
Premiums
Other Policy
Claims and
Benefits
Payable
(In thousands)
$
$
$
$
36,882 $
1,979
38,861 $
$
121,657
52,281
173,938(1) $
4,606 $
21,429
26,035 $
35,047 $
2,047
37,094 $
$
113,515
49,354
162,869(2) $
4,712 $
19,494
24,206 $
1,933
—
1,933
1,973
—
1,973
(1)
(2)
Includes future policy benefits of $92,490 and losses and claims of $81,448.
Includes future policy benefits of $90,257 and losses and claims of $72,612.
See accompanying report of independent registered public accounting firm.
III-1
TABLE OF CONTENTS
Segment
December 31, 2019:
Bankers Fidelity
American Southern
Corporate & other
December 31, 2018:
Bankers Fidelity
American Southern
Corporate & other
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Schedule III
Page 2 of 2
Premium
Revenue
Net
Investment
Income
Benefits,
Claims,
Losses and
Settlement
Expenses
Amortization
of Deferred
Acquisition
Costs
(In thousands)
Other
Operating
Expenses
Casualty
Premiums
Written
$ 123,245 $
58,680
—
5,317 $
3,689
(27)
99,684 $
39,541
—
$ 181,925 $
8,979 $ 139,225 $
8,459 $ 27,114 $
8,829
—
—
60,328
8,303
—
6,656
17,288 $ 42,073 $ 60,328
$ 119,124 $
53,807
—
5,382 $
3,783
384
93,821 $
38,829
—
$ 172,931 $
9,549 $ 132,650 $
9,690 $ 22,598 $
7,921
—
—
54,410
6,843
—
6,822
17,611 $ 36,263 $ 54,410
See accompanying report of independent registered public accounting firm.
III-2
TABLE OF CONTENTS
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
REINSURANCE INFORMATION
Schedule IV
Percentage of
Amount
Assumed
To Net
Direct
Amount
Ceded To
Other
Companies
Assumed
From Other
Companies
Net
Amounts
(Dollars in thousands)
$ 257,731 $
(11,449) $
— $
246,282
$ 195,481 $
41,880
$ 237,361 $
(72,261) $
(5,520)
(77,781) $
25 $
22,320
22,345 $
123,245
58,680
181,925
0.0%
39.6%
12.8%
$ 232,311 $
(12,263) $
— $
220,048
$ 180,552 $
39,233
$ 219,785 $
(61,459) $
(5,075)
(66,534) $
31 $
19,649
19,680 $
119,124
53,807
172,931
0.0%
36.5%
11.4%
Year ended December 31, 2019:
Life insurance in force
Premiums —
Bankers Fidelity
American Southern
Total premiums
Year ended December 31, 2018:
Life insurance in force
Premiums —
Bankers Fidelity
American Southern
Total premiums
See accompanying report of independent registered public accounting firm.
IV-1
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Schedule VI
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
Year Ended
Deferred
Policy
Acquisition
Costs
Reserves
Unearned
Premiums
Earned
Premiums
Net
Investment
Income
Claims and Claim
Adjustment
Expenses Incurred
Related To
Current
Year
Prior
Years
Amortization
of Deferred
Acquisition
Costs
Paid Claims
and Claim
Adjustment
Expenses
Premiums
Written
December 31, 2019
December 31, 2018
$
$
1,979
$ 52,281
$ 21,429
$ 58,680
2,047
$ 49,354
$ 19,494
$ 53,807
(In thousands)
3,689
$ 40,361
$ (820)
3,783
$ 39,735
$ (906)
$
$
$
$
8,829
7,921
$
$
37,905
$ 60,328
36,680
$ 54,410
See accompanying report of independent registered public accounting firm.
VI-1
EXHIBIT 4.1
DESCRIPTION OF THE REGISTRANT’S COMMON STOCK
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following description of the common stock of Atlantic American Corporation (the “Company,” “we,” or “our,”) is a
summary and does not purport to be complete. This summary is subject to and qualified in its entirety by reference to the
Business Corporation Code of the State of Georgia (the “GBCC”) the complete text of the Company’s Restated Articles of
Incorporation (the “Charter”), and Restated Bylaws (the “Bylaws”), which are filed as Exhibits 3.1 and 3.2, respectively, to our
Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read those materials carefully.
Authorized Capital Stock
The Company has one class of securities, our common stock, par value $1.00 per share, registered under Section 12 of the
Securities Exchange Act of 1934, as amended. Our authorized capital stock consists of 50,000,000 shares of common stock and
4,000,000 shares of preferred stock, par value $1.00 per share, of which (i) 30,000 shares of preferred stock have been designated
as Series A Convertible Preferred Stock; (ii) 134,000 shares of preferred stock have been designated as Series B Preferred Stock;
(iii) 100,000 shares of preferred stock have been designated as Series C Preferred Stock; and (iv) 10,000 shares of preferred stock
have been designated as Series D Preferred Stock.
Common Stock
Voting rights. Holders of our common stock are entitled to one vote for each share on all matters voted on by our
stockholders. The Bylaws provide that directors are elected by the vote of the plurality of the votes cast with respect to that
director’s election at any meeting for the election of directors at which a quorum is present. All directors are elected at each
annual meeting of stockholders for a one-year term and until his or her successor shall have been duly elected and qualified,
unless he or she shall cease to serve by reason of death, resignation or other cause. Holders of our common stock do not have
cumulative voting rights in the election of directors.
For all other matters, the affirmative vote of a majority of the votes present at the meeting of stockholders and entitled to
vote on the matter presented shall be the act of the stockholders.
Subscription, Redemption or Conversion Privileges. Holders of our common stock do not have any subscription,
redemption or conversion privileges. Holders of our common stock do not have any pre-emptive right to purchase, subscribe for
or otherwise acquire stock of any class of the Company or any security convertible into, or any warrant, option or right to
purchase, subscribe for or otherwise acquire stock of any class of the Company, whether now or hereafter authorized. All
outstanding shares of common stock are validly issued, fully paid and non-assessable.
Dividends. Subject to the preferences or other rights of any preferred stock that may be issued from time to time, holders
of our common stock are entitled to participate ratably in dividends on our common stock as declared by our board of directors
(our “Board”).
Liquidation. Holders of our common stock are entitled to share ratably in all assets available for distribution to
stockholders in the event of our liquidation or dissolution, subject to distribution of any accrued but unpaid dividends and the
preferential amount, if any, to be distributed to holders of our preferred stock.
Stock Exchange Listing
Our common stock is listed on the Nasdaq Stock Market under the symbol “AAME.”
Certain Factors Affecting Control of the Company
General. Certain provisions of the Charter, the Bylaws and the GBCC described in this section may delay or make more
difficult acquisitions or changes of control of the Company not approved by our Board. In addition, our officers, directors and
their families, directly and indirectly, own approximately 75% of the outstanding common stock of the Company. Accordingly,
on significantly all matters requiring a majority or greater shareholder vote, our officers, directors and their families effectively
control the vote. Such ownership effectively precludes any other shareholder from acquiring any number of shares in an attempt
to exercise any degree of control over the Company. Together, the provisions discussed below and the concentration of ownership
of our common stock could have the effect of discouraging third parties from making proposals involving an acquisition or
change of control of the Company, although these kinds of proposals, if made, might be considered desirable by individual
stockholders. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of
our current management without the concurrence of our Board.
Number of Directors; Removal; Vacancies. The Bylaws provide that the number of directors shall be not less than five
and not more than fifteen, with the exact number to be fixed from time to time by our board of directors. The Bylaws also provide
that newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board
resulting from death, resignation or other cause may be filled only by a majority vote of the directors then in office, though less
than a quorum, or by a sole remaining director. This provision could have the effect of discouraging a potential acquiror from
attempting to obtain control of the Company.
Stockholder Action by Written Consent; Special Meetings. The Bylaws provide that stockholder action can be taken at an
annual or special meeting of stockholders. Stockholders can also be taken by unanimous written consent.
The Bylaws provide that special meetings of the stockholders may be called by the chairman of the Board, the Board or
the president of the Company or upon the written request of stockholders representing in the aggregate at least 25% of the
outstanding voting stock of the Company entitled to vote at an election of directors. Due to the substantial ownership stake our
directors and officers hold in the Company, these provisions could delay a stockholder vote on certain matters, such as business
combinations and removal of directors, and could have the effect of discouraging a potential acquiror from making a tender offer.
2
Amendment of the Certificate of Incorporation. Any proposal to amend, alter, change or repeal any provision of the
Charter requires, except in special circumstances, a recommendation by our Board and the affirmative vote of a majority vote of
the voting power of all of the shares of our capital stock entitled to vote on such change.
Preferred Stock and Additional Common Stock. Under the Charter, our Board has the authority to provide by resolution
for the issuance of shares of one or more classes or series of preferred stock. Our Board is authorized to fix by resolution the
terms and conditions of each such other class or series. The authorized shares of our preferred stock, as well as authorized but
unissued shares of our common stock, are available for issuance without further action by our stockholders, unless stockholder
action is required by applicable law or the rules of Nasdaq or any other stock exchange on which any class or series of our stock
may then be listed. These provisions give our Board the power to approve the issuance of a class or series of our preferred capital
stock, or additional shares of our common stock, that could, depending on the terms of the stock, either impede or facilitate the
completion of a merger, tender offer or other takeover attempt. For example, the issuance of new shares might impede a business
combination if the terms of those shares include voting rights which would enable a holder to block business combinations.
Alternatively, the issuance of new shares might facilitate a business combination if those shares have general voting rights
sufficient to cause an applicable percentage vote requirement to be satisfied.
Georgia Business Combination Statute. The Company is subject to the “business combination” provisions of Section 203
of the GBCC. In general, such provisions prohibit a Georgia corporation from engaging in various “business combination”
transactions with any interested stockholder for a period of five years after the date of the transaction in which the person became
an interested stockholder, unless the business combination is approved in a prescribed manner. The statute could prohibit or delay
mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts
to acquire the Company even though such a transaction may offer the Company’s shareowners the opportunity to sell their stock
at a price above the prevailing market price.
Exclusive Forum
Our Bylaws provide that, unless we consent in writing to the selection of another forum, a state or federal court located
within the State of Georgia shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the
Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the
Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of
the GBCC, the Charter or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. Although we
believe this provision benefits us by providing increased consistency in the application of Georgia law in the types of lawsuits to
which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability
of similar choice of forum provisions in other companies’ bylaws and certificates of incorporation has been challenged in legal
proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in
our Bylaws to be inapplicable or unenforceable in such action.
3
EXHIBIT 23.1
CONSENT OF DIXON HUGHES GOODMAN LLP
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Atlantic American Corporation
Atlanta, Georgia
We consent to the incorporation by reference in the registration statements (Nos. 333-183207 and 333-183210) on Form S-8 of
Atlantic American Corporation of our report dated March 24, 2020, with respect to the consolidated financial statements and
schedules of Atlantic American Corporation as of and for the year ended December 31, 2019, which report appears in Atlantic
American Corporation’s Annual Report on Form 10-K.
/s/ Dixon Hughes Goodman LLP
Atlanta, Georgia
March 24, 2020
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hilton H. Howell, Jr., certify that:
1.
I have reviewed this annual report on Form 10-K of Atlantic American Corporation;
EXHIBIT 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 24, 2020
/s/ Hilton H. Howell, Jr.
Hilton H. Howell, Jr.
President and Chief Executive Officer
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, J. Ross Franklin, certify that:
EXHIBIT 31.2
1.
I have reviewed this annual report on Form 10-K of Atlantic American Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 24, 2020
/s/ J. Ross Franklin
J. Ross Franklin
Vice President and
Chief Financial Officer
Certifications Pursuant to §906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of
the Annual Report on Form 10-K of Atlantic American Corporation (the “Company”) for the year ended December 31, 2019, as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the
Company certifies, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company as of the dates and for the periods expressed in the Report.
EXHIBIT 32.1
Date: March 24, 2020
Date: March 24, 2020
/s/ Hilton H. Howell, Jr.
Hilton H. Howell, Jr.
President and Chief Executive Officer
/s/ J. Ross Franklin
J. Ross Franklin
Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange Commission or its staff upon request.