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, 2020
or
☐ 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)
4370 Peachtree Road, N.E.,
Atlanta, Georgia
(Address of principal executive offices)
58-1027114
(I.R.S. Employer Identification No.)
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 ☐ 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 ☐
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 ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See 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 ☐ Accelerated filer ☐ Non-accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report. □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2020, the last business day of
the registrant’s most recently completed second fiscal quarter, was $6,720,805. 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 10, 2021
there were 20,415,243 shares of the registrant’s common stock, par value $1.00 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2021 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.
PART I
Item 1.
Business
TABLE OF CONTENTS
Page
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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Table of Contents
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 subdivision construction, as well as performance and payment bonds.
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,
2020
2019
$
$
(In thousands)
30,312 $
18,730
3,891
5,857
3,582
62,372 $
30,649
15,309
3,309
6,319
3,094
58,680
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.
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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 10 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 short-term nursing facility care, accident expense, hospital indemnity and disability coverages.
Health insurance products, primarily Medicare supplement insurance, accounted for 92% of Bankers Fidelity’s net earned
premiums in 2020 while life insurance, including both whole and term life insurance policies, accounted for the balance. In terms
of the number of policies written in 2020, 83% were health insurance policies and 17% 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
Marketing
Property and Casualty Operations
Year Ended December 31,
2019
2020
$
$
(In thousands)
9,270 $
102,680
9,217
111,897
121,167 $
8,427
107,001
7,817
114,818
123,245
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 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. As a result, there can be no
assurance with respect to the ultimate profitability or ability of the Company to 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 4,198 licensed agents contracted in both senior market and worksite divisions as of December 31,
2020. During 2020, approximately 786 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.
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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. Bankers Fidelity prides itself on being agile, which we
believe differentiates us from larger carriers and helps the Company 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 policyholders through all stages in their lives. By providing its agents with an innovative product portfolio, the Company
further promotes client retention by empowering its agents to continually meet the needs of our policyholders.
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 achieve profitability.
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. If 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.
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. Independent adjusters and appraisers are frequently utilized
to service claims which require on-site inspections.
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Life and Health Operations
Insureds may obtain claim forms by calling the claims department customer service group or through Bankers Fidelity’s
website. Insureds covered under a group policy may also file a claim directly on the Company’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, 2020, approximately 69% of the
losses and claims reserves related to property and casualty and approximately 31% related to life and health. 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 are
recorded based on contract value at the time of notification to the Company; offset by policy reserves related to such contracts
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.
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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 high end reserve values. The range of estimates
developed in connection with the December 31, 2020 actuarial review indicated that reserves could be as much as 10.9% lower or
as much as 2.0% 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 - $250,000 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 $300,000 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.
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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, 2020, $11.0 million of
the $294.4 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 2020, 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, $3.3 million of the Company’s $6.7 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, customer service, financial ratings assigned by independent rating agencies, claims handling, consumer recognition and
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 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 strives to develop strong relationships with its agents and, consequently,
believes it is well 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 are important measures within the insurance industry, and higher ratings are expected to have a favorable impact
on the ability of a company to compete in the marketplace. Ratings of insurance companies are not designed for investors and do
not constitute recommendations to buy, sell, or hold any security.
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 financial strength 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.
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.
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Regulation
Like all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and supervision in
the jurisdictions in which they do business. Statutes typically delegate regulatory, supervisory, and administrative powers to state
insurance commissioners. 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, 2020, 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 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, 2020, Bankers Fidelity Life Insurance Company had no IRIS ratios outside the usual
ranges. However, Bankers Fidelity Assurance Company had three ratios outside the usual range primarily as a result of net loss
for the year, certain surplus ratios and nonadmitted assets to admitted assets. 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 as well as a growing deferred tax asset which is reduced by admissibility limitations. 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 2020 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,
2020, the Company’s insurance subsidiaries’ RBC levels exceeded the required regulatory levels.
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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 also includes 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.
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
December 31,
2020
2019
Amount
Percent
Amount
Percent
(Dollars in thousands)
$
$
30,762
11,802
13,651
197,641
250
254,106
18,716
1,975
3,238
38
1,238
279,311
11.0% $
4.2
4.9
70.8
0.1
91.0
6.7
0.7
1.2
0.0
0.4
100.0% $
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
100.0%
(1) 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 amortized cost of fixed maturities was $222.5 million as of December 31, 2020 and $219.2
million as of December 31, 2019.
(2) Equity securities are carried on the balance sheet at estimated fair value. Total cost of equity securities was $6.4 million as of December 31, 2020 and
$7.2 million as of December 31, 2019.
(3) Policy loans are valued at unpaid principal balances.
(4) Other invested assets are accounted for using the equity method. Total cost of other invested assets was $3.8 million as of December 31, 2020 and $9.9
million as of December 31, 2019.
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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,
2020
2019
(Dollars in thousands)
$
252,141
7,744
$
3.1%
7,420
253,467
8,979
3.5%
1,574
(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 153 people at December 31, 2020. Of the 153 people employed at December
31, 2020, 152 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 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 SEC
maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC, including the Company. 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 and information below set forth, for each executive officer of the Company as of December 31, 2020, 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
58
43
Positions with the Company
Chairman of the Board, President & CEO
Vice President, CFO and Corporate Secretary
Director or Officer Since
1992
2017
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Officers are elected annually and serve at the discretion of the board of directors.
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; 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 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 impact of COVID-19 or other public health emergencies; the
incidence and severity of catastrophes, both natural and man-made; the possible occurrence of terrorist attacks; 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.
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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 listed on the Nasdaq Global Market (Symbol: AAME). As of March 10, 2021, there
were 6,428 shareholders of record.
On March 23, 2021, the Company’s board of directors declared an annual cash dividend of $0.02 per share of common
stock that is payable to shareholders of record as of the close of business on April 13, 2021. Payment of any dividends in the
future will be at the discretion of the Company’s board of directors and will depend upon the financial condition, capital
requirements, and earnings of the Company, as well as any restrictions contained in any agreements by which the Company is
bound and other factors as the board of directors may deem relevant. The Company’s primary recurring source of cash for the
payment of dividends is dividends from its subsidiaries; although as of December 31, 2020, the Parent held unrestricted cash and
investment balances of approximately $4.7 million. Under the insurance code of the state in which each insurance subsidiary is
domiciled, dividend payments to the Company by its insurance subsidiaries are subject to certain limitations, including prior
notice to, or approval by, the state insurance commissioners if such dividends are in excess of specified amounts. In 2021,
dividend payments to the Parent by the insurance subsidiaries in excess of $9.6 million would require prior approval.
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, 2020.
Period
October 1 – October 31, 2020
November 1 – November 30, 2020
December 1 – December 31, 2020
Total
Stock Performance Graph
Total
Number
of Shares
Purchased
Average
Price Paid
per Share
Total
Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
— $
—
—
— $
—
—
—
—
Maximum
Number of Shares
that May Yet be
Purchased Under the
Plans or Programs
325,129
325,129
325,129
—
—
—
—
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.
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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, 2020 and 2019. 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.
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.
Cash and investments comprised 74% of the Company’s total assets at December 31, 2020. 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 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.
Future policy benefits comprised 35% of the Company’s total liabilities at December 31, 2020. These liabilities relate
primarily to life insurance products and are based upon assumed future investment yields, mortality rates, withdrawal rates and
expenses after giving effect to possible risks of adverse deviation. The assumed mortality and withdrawal rates are based upon
the Company’s experience modified as necessary to reflect anticipated trends and are generally established at contract inception.
If actual results differ from the initial assumptions, the amount of the Company’s recorded liability could require adjustment.
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Unpaid loss and loss adjustment expenses comprised 30% of the Company’s total liabilities at December 31, 2020. This
liability includes estimates for: 1) unpaid losses on claims reported prior to December 31, 2020, 2) future development on those
reported claims, 3) unpaid ultimate losses on claims incurred prior to December 31, 2020 but not yet reported and 4) unpaid loss
adjustment expenses for reported and unreported claims incurred prior to December 31, 2020. 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, 2020 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.
Receivables are amounts due from reinsurers, insureds and agents, and any sales of investment securities not yet settled,
and comprised 14% of the Company’s total assets at December 31, 2020. 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.
Deferred acquisition costs comprised 10% of the Company’s total assets at December 31, 2020. 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.
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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Table of Contents
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
Income (loss) before income taxes
Net income (loss)
Year Ended December 31,
2020
2019
(In thousands)
$
69,179 $
62,402
127,144
(975)
195,348 $
131,611
4,166
198,179
$
$
10,436 $
5,729
12,430
(7,363)
15,503 $
12,169 $
(3,646)
(2,490)
(407)
(386)
$
$
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 income (loss) to operating income (loss) is as follows:
Reconciliation of Non-GAAP Financial Measure
Net income (loss)
Income tax expense (benefit)
Realized investment gains, net
Unrealized (gains) losses on equity securities, net
Non-GAAP operating income (loss)
Year Ended December 31,
2020
2019
(In thousands)
$
$
12,169 $
3,334
(7,420)
3,431
11,514 $
(386)
(21)
(1,574)
(5,511)
(7,492)
On a consolidated basis, the Company had net income of $12.2 million, or $0.56 per diluted share, in 2020, compared to
net loss of $0.4 million, or $0.04 per diluted share, in 2019. Operating income was $11.5 million in 2020 as compared to an
operating loss of $7.5 million in 2019. The increase in operating income was primarily due to favorable loss experience in the life
and health operations, resulting from a significant decrease in the number of incurred claims within the Medicare supplement line
of business. This decrease in the number of incurred claims was primarily attributable to the Company’s individual policy
holders being subject to varying degrees of shelter in place orders instituted throughout the United States during 2020 as a result
of COVID-19.
Total revenue was $195.3 million in 2020 as compared to $198.2 million in 2019. Premium revenue increased to $183.5
million in 2020 from $181.9 million in 2019. The increase in premium revenue was primarily due to an increase in the
automobile physical damage line of business within the property and casualty operations in addition to life and other health lines
in the life and health operations. Partially offsetting the increase in premium revenue was a decrease 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
Insurance benefits and losses incurred
Commissions and underwriting expenses
Underwriting income
Loss ratio
Expense ratio
Combined ratio
$
$
$
$
Year Ended December 31,
2020
2019
(Dollars in thousands)
$
70,256
(5,890)
$
64,366
62,372
39,339
19,404
3,629
$
$
63.1%
31.1
94.2%
65,848
(5,520)
60,328
58,680
39,541
17,132
2,007
67.4%
29.2
96.6%
Gross written premiums at American Southern increased $4.4 million, or 6.7%, during 2020 as compared to 2019. The
increase in gross written premiums was primarily attributable to an increase in premiums written in the automobile physical
damage line of business due to a new agency that started in the second half of 2019, as well as increased writings from certain
existing agencies. Also contributing to the increase in gross written premiums was an increase in premiums written in the general
liability line of business related to new and existing programs. Partially offsetting the increase in gross written premiums was a
decline in premiums written in the automobile liability line of business primarily attributable to the cancellation of certain
programs and a return of premium to one account as a result of a decline of usage due to the impact of the COVID-19 pandemic.
Ceded premiums increased $0.4 million, or 6.7%, during 2020 as compared to 2019. American Southern’s ceded
premiums are typically determined as a percentage of earned premiums and generally increase or decrease as earned premiums
increase or decrease. Also contributing to the increase in ceded premiums was 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,
2020
2019
$
$
(In thousands)
30,312 $
18,730
3,891
5,857
3,582
62,372 $
30,649
15,309
3,309
6,319
3,094
58,680
Net earned premiums increased $3.7 million, or 6.3%, during 2020 as compared to 2019. The increase in net earned
premiums was primarily attributable to an increase in automobile physical damage coverage resulting from the new agency as
previously mentioned. Premiums are earned ratably over their respective policy terms and therefore premiums earned in the
current year are related to policies written during both the current year and immediately preceding year.
The performance of an insurance company is often measured by its combined ratio. The combined ratio represents the
percentage of losses, loss adjustment expenses and other expenses that are incurred for each dollar of premium earned by the
company. A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an
underwriting loss. The combined ratio is divided into two components, the loss ratio (the ratio of losses and loss adjustment
expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).
Insurance benefits and losses incurred at American Southern decreased $0.2 million, or 0.5%, during 2020 as compared to
2019. As a percentage of premiums, insurance benefits and losses incurred were 63.1% in 2020 as compared to 67.4% in 2019.
The decrease in the loss ratio was primarily due to a decline in the number and severity of claims in the automobile liability line
of business as a result of the impact of the COVID-19 pandemic. Partially offsetting the decrease in the loss ratio was less
favorable loss experience in the automobile physical damage line of business due to an increase in frequency of claims from the
new agency.
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Commissions and underwriting expenses increased $2.3 million, or 13.3%, during 2020 as compared to 2019. As a
percentage of premiums, these expenses were 31.1% in 2020 as compared to 29.2% in 2019. The increase in the expense ratio
was primarily due to an increase in fixed costs related to new business related to the new agency as previously mentioned. Also
contributing to the increase in the expense ratio is American Southern’s use of a variable commission structure with certain
agents, which compensates the participating agents in relation to the loss ratios of the business they write. During periods in
which the loss ratio decreases, commissions and underwriting expenses will generally increase, and conversely, during periods in
which the loss ratio increases, commissions and underwriting expenses will generally decrease. In 2020, variable commissions at
American Southern increased $0.1 million as compared to 2019 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 the current period. At December 31,
2020, the range of estimates developed in connection with the loss reserves for American Southern indicated that reserves could
be as much as 13.5% lower or as much as 0.8% 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. 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 2020, approximately 47% 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 44%
in 2019. 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.
Bankers Fidelity
The following summarizes, for the periods indicated, Bankers Fidelity’s premiums, losses and expenses:
Year Ended December 31,
2019
2020
(Dollars in thousands)
Medicare supplement
Other health products
Life insurance
Gross earned premiums
Ceded premiums
Net earned premiums
Insurance benefits and losses incurred
Commissions and underwriting expenses
Total expenses
Underwriting income (loss)
Loss ratio
Expense ratio
Combined ratio
$
$
$
174,525
9,218
9,348
193,091
(71,924)
121,167
80,537
34,177
114,714
6,453
$
66.5%
28.2
94.7%
17
179,180
7,817
8,509
195,506
(72,261)
123,245
99,684
35,573
135,257
(12,012)
80.9%
28.9
109.8%
Table of Contents
Net earned premium revenue at Bankers Fidelity decreased $2.1 million, or 1.7%, during 2020 as compared to 2019.
Gross earned premiums from the Medicare supplement line of business decreased $4.7 million, or 2.6%, in 2020 as compared to
2019, due primarily to non-renewals exceeding the level of new business writings. Other health product premiums increased $1.4
million, or 17.9%, during 2020 as compared to 2019, primarily as a result of new sales of the company’s group health products.
Gross earned premiums from the life insurance line of business increased $0.8 million, or 9.9%, in 2020 from 2019 due to an
increase in the group life products premium. Partially offsetting the increase in gross earned premiums from the life insurance
line was a decrease in individual life products premium, resulting from the redemption and settlement of existing individual life
policy obligations exceeding the level of new individual life sales. Premiums ceded decreased $0.3 million, or 0.5%, in 2020
from 2019. The decrease in ceded premiums was due to a decrease in Medicare supplement premiums subject to the reinsurance
agreement.
Insurance benefits and losses incurred decreased $19.1 million, or 19.2%, during 2020 as compared to 2019. As a
percentage of premiums, benefits and losses were 66.5% in 2020 as compared to 80.9% in 2019. The decrease in the loss ratio
was primarily due to a significantly lower number of claims incurred in the Medicare supplement line of business due to the
Company’s individual policy holders being subject to varying degrees of shelter in place orders instituted throughout the United
States during 2020 as a result of COVID-19. Also contributing to the decrease in the loss ratio was an improvement in rate
adequacy in the Medicare supplement line of business as a result of implementation of rate increases on existing business.
Commissions and underwriting expenses decreased $1.4 million, or 3.9%, during 2020 as compared to 2019. As a
percentage of earned premiums, these expenses were 28.2% in 2020 as compared to 28.9% in 2019. The decrease in the expense
ratio was primarily due to a decrease in agent incentive costs and realization of costs saving initiatives, predominantly related to
postage costs. Also contributing to the decrease in the expense ratio was a decrease in expenses related to servicing the Medicare
supplement line of business.
Net Investment Income and Realized Gains
Investment income decreased $1.2 million, or 13.8%, in 2020 as compared to 2019. The decrease in investment income
was primarily attributable to a decrease in the equity in earnings from investments in the Company’s limited partnerships and
limited liability companies of $0.9 million.
The Company had net realized investment gains of $7.4 million in 2020 as compared to net realized investment gains of
$1.6 million in 2019. The net realized investment gains in 2020 were primarily attributable to gains of $6.9 million from the sale
of the Company’s interest in a certain limited liability company as well as gains from the sale of a number of the Company’s
investments in fixed maturities. The net realized investment gains in 2019 resulted from the disposition of certain of the
Company’s investments in equity and 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, Net
Investments in equity securities are measured at fair value at the end of the reporting period, with any changes in fair
value reported in net income during the period. The Company recognized net unrealized losses on equity securities of $3.4
million and unrealized gains of $5.5 million during the years ended December 2020 and 2019, respectively. Changes in
unrealized gains on equity securities for the applicable periods are primarily the result of fluctuations in the market value of
certain of the Company’s equity securities.
Interest Expense
Interest expense decreased $0.5 million, or 24.4%, in 2020 as compared to 2019 due to a decrease in the average London
Interbank Offered Rate (“LIBOR”) during the years ending 2020 and 2019, 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 2020 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 were provision-to-filed return adjustments that are generally updated at
the completion of the third quarter of each fiscal year and were $0.02 million in the year ended December 31, 2020.
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.
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Liquidity and Capital Resources
The primary cash needs of the Company are for the payment of claims and operating expenses, maintaining adequate
statutory capital and surplus levels, and meeting debt service requirements. Current and expected patterns of claim frequency and
severity may change from period to period, but generally are expected to continue within historical ranges. The Company’s
primary sources of cash are written premiums, investment income and proceeds from the sale and maturity of its invested assets.
The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy liabilities
and that cash inflows from investment earnings, future premium receipts and reinsurance collections will be adequate to fund the
payment of claims and operating expenses as needed.
Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below,
from the subsidiaries. The principal cash needs of the Parent are for the payment of operating expenses, the acquisition of capital
assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and
approved by the Company’s board of directors from time to time. At December 31, 2020, the Parent had approximately $4.7
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, 2020, the Parent’s insurance subsidiaries had an aggregate statutory surplus of $92.5
million. Dividends were paid to Atlantic American by its subsidiaries totaling $3.9 million and $4.8 million in 2020 and 2019,
respectively.
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 $6.7 million and $7.2 million in 2020 and 2019, respectively. In addition,
the Parent has a formal tax-sharing agreement with each of its insurance subsidiaries. A net total of $1.8 million and $3.3 million
were paid to the Parent under the tax sharing agreement in 2020 and 2019, 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, 2020, the effective interest rate was 4.28%. 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, 2020, 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, 2020 and 2019. During each of 2020 and 2019, the Company paid Series D Preferred Stock dividends of $0.4 million.
During 2020, Bankers Fidelity Life Insurance Company (‘‘BFLIC”) became a member of the Federal Home Loan Bank of
Atlanta (“FHLB”), for the primary purpose of enhancing financial flexibility. As a member, BFLIC can obtain access to low-cost
funding and also receive dividends on FHLB stock. The membership arrangement established initial credit availability of five
percent of statutory admitted assets, or approximately $8 million. Additional FHLB stock purchases may be required based upon
the amount of funds borrowed from the FHLB. BFLIC would be required to post acceptable forms of collateral for any
borrowings it makes from the FHLB. As of December 31, 2020, BFLIC had bonds with an amortized cost of $2.0 million
pledged as collateral to FHLB. To date, BFLIC has not made any borrowings from the FHLB.
Cash and cash equivalents increased from $12.9 million at December 31, 2019 to $19.3 million at December 31, 2020.
The increase in cash and cash equivalents during 2020 was primarily attributable to an increase in net cash provided by operating
activities of $9.0 million. Partially offsetting the increase was $1.8 million in net investment purchases of securities exceeding
sales and maturity of securities. Also partially offsetting the increase were dividends paid on the Company’s Series D Preferred
Stock of $0.4 million.
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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.
Expected Impact of COVID-19 on the Company’s Financial Condition and Results of Operations
The duration and ultimate impact of the COVID-19 pandemic is unknown at this time and it is not possible for us to reliably
estimate the impact on the financial condition, operating results or liquidity of the Company and its operating subsidiaries in
future periods. However, we do not currently expect a significant decline in liquidity or operating results as a result of the
disruption caused by the ongoing COVID-19 pandemic. To date, the most significant impact of COVID-19 on the Company’s
financial position has been volatility in the fair value of the Company’s fixed maturity and equity investments due to disruption in
the financial markets, as well as a reduction in the frequency of medical claims.
We expect that earned premiums could be adversely impacted by a weakened economy leading to a slowdown in new sales
and reduced retention of insureds. Additionally, a number of states have issued bulletins that either encourage or require
premium leniency such as extension of grace periods or moratoriums on cancellation of policies for non-payment. The Company
does not expect a significant reduction or delay in payments and continues to monitor state required actions as they develop.
For the Company’s property and casualty operations, the majority of premium revenue is derived from automobile liability
and automobile physical damage lines of business written on a multi-year contract basis with state and local governments.
Although we cannot predict with any certainty at this time, we do not expect a significant level of cancellations or non-renewals
of our property and casualty contracts in the short term but recognize that a prolonged economic slowdown could adversely affect
future results. During 2020, a certain automobile program was granted a partial premium refund as a result of a decline in usage.
However, the Company expects the aforementioned decline in usage to be temporary in nature.
Benefits and losses in our property and casualty operations could be adversely impacted as a result of disruption caused by
the COVID-19 pandemic. However, due to the nature of our primary product lines, the impact is not currently expected to be
material. As a result, we do not currently expect a material adverse effect on operating results or liquidity in the property and
casualty operations.
The majority of premium revenue in our life and health operations are derived from the senior market segment of the
population, or those individuals age sixty-five and up, who maintain Medicare supplement and to a lesser extent, whole life
insurance policies with the Company. We expect that earned premiums could be adversely impacted by the rise in unemployment
and economic slowdown related to the COVID-19 pandemic and individual, business and government responses thereto, which
could lead to a decline in new sales and reduced retention of insureds. As a result, we currently anticipate that the life and health
operations may experience a marginal decline in earned premiums although the actual impact cannot be predicted with certainty
at this time.
Unforeseen infectious diseases that impact large portions of a population can have an adverse impact on mortality and
morbidity, and resultant benefits and losses incurred by the Company’s life and health operations. Accordingly, the Company
does anticipate incurring higher costs, potentially similar to prior influenza seasons, as it relates to life insurance claims.
However, with much of the country sheltering in place over an extended period, the Company has experienced lower utilization
of certain accident and health benefits, particularly in the Medicare supplement line of business. As a result, and although the
actual impact cannot be predicted with certainty at this time, the Company does not expect significant adverse development in
total benefits and losses incurred in its life and health operations.
In addition to the information set forth in this report, you should carefully consider the discussions of the COVID-19
pandemic and related economic developments presented in our Annual Report on Form 10-K for the year ended 2019, our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and in other
reports we file with the SEC from time to time, all of which could materially affect our business, financial condition or future
results.
New Accounting Pronouncements
See “Recently Issued Accounting Standards” in Note 1 of Notes to Consolidated Financial Statements.
20
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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, in establishing its premiums, the Company attempts 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, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and 2019
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements
22
Page
23
25
26
27
28
29
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Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Atlantic American Corporation
Atlanta, Georgia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Atlantic American Corporation and subsidiaries (the
Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive
income, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2020 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 as of December 31, 2020 and 2019, and the
results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity
with U.S. generally accepted accounting principles (GAAP).
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 audits. We are a public accounting firm registered with the
Public Company 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts
or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Insurance Reserves for Losses and Claims (Claim Reserves)
As reflected on the consolidated balance sheet and discussed in Note 5 to the financial statements, the Company’s
insurance reserves for losses and claims (claim reserves), were $79.1 million as of December 31, 2020. The
Company’s claim reserves relate primarily to its property casualty lines of business and Medicare supplement
business. The process of establishing claim reserves requires the use of estimates and judgments based on
circumstances underlying the insured loss at the date of accrual. Management’s judgments include claims adjusters’
evaluations for unpaid claims reported prior to the close of the accounting period, estimates of incurred but not
reported (IBNR) claims based on past experience and estimates of loss adjustment expenses.
The principal considerations for our determination that the valuation of claim reserves is a critical audit matter are the
high degree of judgment and subjectivity in auditing the actuarial methods and assumptions used in the valuation
process, including assumptions around expected loss ratios and reported and paid loss emergence patterns.
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Addressing the matter involved performing the following audit procedures, among others:
•
Involving our actuarial specialists to assist in our procedures in:
Evaluating the appropriateness of management’s actuarial reserving methodologies and assumptions;
Evaluating management’s hindsight analyses;
o
o
o Comparing management’s carried reserve to the range calculated by management’s specialist for property casualty claim
reserves;
•
•
Testing the completeness and accuracy of data provided by management that served as the basis for the actuarial analyses on a
sample basis; and
Evaluating movement of the Company’s recorded property casualty claim reserves within the Company’s estimated reserve range
year over year.
Valuation of Insurance Reserves for Future Policy Benefits (Policy Reserves)
As reflected on the consolidated balance sheet and discussed in Note 5 to the financial statements, the Company’s
insurance reserves for future policy benefits (policy reserves) were $90.9 million as of December 31, 2020. Policy
reserves are related to life and health insurance policies and are based upon significant assumptions including future
investment yields, mortality rates, withdrawal rates and expenses after giving effect to possible risks of unexpected
claim experience. These assumptions are based on historical experience modified as necessary to reflect anticipated
trends and are generally established at contract inception.
The principal considerations for our determination that the valuation of policy reserves is a critical audit matter are the
high degree of judgment required to assess certain assumptions that impact policy reserves and the complexity of the
actuarial calculations.
Addressing the matter involved performing the following audit procedures, among others:
•
Involving our actuarial specialists to assist in our procedures in:
o
Evaluating whether the methodology applied by management is consistent in the aggregate with the methodology compliant
with GAAP;
o Assessing the significant assumptions used by management for new insurance contracts issued during the current year by
comparing the significant assumptions noted above to historical experience, observable market data or management’s
estimates of prospective changes to these assumptions;
Performing an independent recalculation of policy reserves for a sample of contracts for comparison to management’s
estimate; and
Evaluating management’s loss recognition testing of aggregate reserve sufficiency.
o
o
•
Testing the completeness and accuracy of data used by management in developing assumptions on a sample basis.
/s/ Dixon Hughes Goodman LLP
We have served as the Company’s auditor since 2018.
Atlanta, Georgia
March 23, 2021
24
ATLANTIC AMERICAN CORPORATION
CONSOLIDATED BALANCE SHEETS
Table of Contents
ASSETS
Cash and cash equivalents
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost: $222,461 and $219,233)
Equity securities, at fair value (cost: $6,393 and $7,168)
Other invested assets (cost: $3,765 and $9,908)
Policy loans
Real estate
Investment in unconsolidated trusts
Total investments
Receivables:
Reinsurance
Insurance premiums and other, net of allowance for doubtful accounts of $198 and $183 as of 2020 and 2019,
respectively
Deferred income taxes, net
Deferred acquisition costs
Other assets
Intangibles
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance reserves and policyholder funds
Future policy benefits
Unearned premiums
Losses and claims
Other policy liabilities
Total insurance reserves and policyholder funds
Accounts payable and accrued expenses
Deferred income taxes, net
Junior subordinated debenture obligations, net
Total liabilities
Commitments and contingencies (Note 16)
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; 20,415,243 and 20,472,162 shares
outstanding as of 2020 and 2019, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Unearned stock grant compensation
Treasury stock, at cost, 1,985,651 and 1,928,732 shares as of 2020 and 2019, respectively
Total shareholders’ equity
Total liabilities and shareholders’ equity
December 31,
2019
2020
(Dollars in thousands,
except share data)
$
19,319 $
12,893
254,106
18,716
3,238
1,975
38
1,238
279,311
232,472
22,922
9,960
2,007
38
1,238
268,637
29,086
32,135
27,512
—
39,611
7,804
2,544
405,187 $
90,872 $
27,131
79,147
1,526
198,676
26,412
1,301
33,738
260,127
13,134
314
38,861
9,108
2,544
377,626
92,490
26,035
81,448
1,933
201,906
23,588
—
33,738
259,232
55
55
22,401
57,437
47,790
25,000
(284)
(7,339)
145,060
405,187 $
22,401
57,820
36,020
10,459
(781)
(7,580)
118,394
377,626
$
$
$
See the accompanying notes to the consolidated financial statements.
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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
Income (loss) before income taxes
Income tax expense (benefit)
Net Income (loss)
Preferred stock dividends
Net Income (loss) applicable to common shareholders
Earnings (loss) per common share (basic)
Earnings (loss) per common share (diluted)
Year Ended December 31,
2019
2020
(Dollars in thousands,
except per share data)
$
$
$
183,539 $
7,744
7,420
(3,431)
76
195,348
119,876
46,811
1,610
11,548
179,845
15,503
3,334
12,169
(399)
11,770 $
0.58
0.56 $
181,925
8,979
1,574
5,511
190
198,179
139,225
45,477
2,130
11,754
198,586
(407)
(21)
(386)
(399)
(785)
(0.04)
(0.04)
See the accompanying notes to the consolidated financial statements.
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ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income (loss)
Other comprehensive income:
Available-for-sale fixed maturity securities:
Gross unrealized holding gain arising in the period
Related income tax effect
Subtotal
Less: reclassification adjustment for net realized gains included in net income (loss)
Related income tax effect
Subtotal
Total other comprehensive income, net of tax
Total comprehensive income
Year Ended December 31,
2019
2020
(Dollars in thousands)
$
12,169 $
(386)
18,791
(3,946)
14,845
(385)
81
(304)
23,130
(4,857)
18,273
(353)
74
(279)
$
14,541
26,710 $
17,994
17,608
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; 20,000 and 355,000 restricted shares issued, as of 2020 and 2019,
respectively
Issuance of 4,701 and 10,862 shares, as of 2020 and 2019, respectively, under stock plans
Balance, end of year
Retained earnings:
Balance, beginning of year
Net Income (loss)
Dividends on common stock
Dividends accrued on preferred stock
Balance, end of year
Accumulated other comprehensive income (loss):
Balance, beginning of year
Other comprehensive income, net of tax
Balance, end of year
Unearned Stock Grant Compensation:
Balance, beginning of year
Restricted stock grants, net of forfeitures; 20,000 and 355,000 restricted shares issued, as of 2020 and 2019,
respectively
Amortization of unearned compensation
Balance, end of year
Treasury Stock:
Balance, beginning of year
Restricted stock grants, net of forfeitures; 20,000 and 355,000 restricted shares issued, as of 2020 and 2019,
respectively
Purchase of 0 and 26,210 shares, as of 2020 and 2019, respectively, for treasury
Net shares acquired related to employee share-based compensation plans
Issuance of 4,701 and 10,862 shares, as of 2020 and 2019, respectively, shares under stock plans
Balance, end of year
Total shareholders’ equity
Dividends declared on common stock per share
Year Ended December 31,
2020
2019
$
55 $
55
55
55
22,401
22,401
22,401
22,401
57,820
57,414
(376)
(7)
57,437
36,020
12,169
—
(399)
47,790
10,459
14,541
25,000
(781)
60
437
(284)
396
10
57,820
37,208
(386)
(403)
(399)
36,020
(7,535)
17,994
10,459
(186)
(948)
353
(781)
(7,580)
(7,985)
316
—
(91)
16
(7,339)
552
(71)
(92)
16
(7,580)
$
$
145,060 $
118,394
— $
(.02)
See the accompanying notes to the consolidated financial statements.
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ATLANTIC AMERICAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net Income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) 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) decrease in receivables, net
Increase (decrease) in insurance reserves and policyholder funds
Increase in accounts payable and accrued expenses
Other, net
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Proceeds from investments sold
Proceeds from investments matured, called or redeemed
Investments purchased
Additions to property and equipment
Net cash (used in) provided by 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 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
Non-cash investing activities:
Receivable from sale of other invested assets
Year Ended December 31,
2019
2020
(Dollars in thousands)
$
12,169 $
(386)
19,393
(20,143)
(7,420)
3,431
—
437
980
(2,250)
1,349
(3,230)
2,324
1,931
8,971
18,541
7,117
(27,489)
(233)
(2,064)
(399)
—
9
—
(91)
(481)
17,288
(19,055)
(1,574)
(5,511)
379
353
996
(913)
(4,709)
12,858
3,472
(5,005)
(1,807)
120,950
6,157
(124,029)
(69)
3,009
(399)
(403)
26
(71)
(92)
(939)
6,426
12,893
19,319 $
263
12,630
12,893
1,665 $
3,883 $
2,155
1,662
12,678 $
-
$
$
$
$
See the accompanying notes to the consolidated financial statements.
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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, 2020, 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 future 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 comprehensive income or loss. 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. The fair values of fixed maturities and equity securities are largely determined from publicly quoted
market prices, when available, or independent broker quotations. As of December 31, 2020, the Company owned a certain equity
security in the amount of $143, with a valuation that was derived from techniques in which one or more of the significant inputs
are unobservable. As of December 31, 2020, 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.
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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. Reinsurance premiums from assumed business are
estimated based on information received from ceding companies and reinsureds. Any subsequent differences that arise regarding
such estimates are recorded in the period in which they are determined.
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.
Recently Issued Accounting Standards
Adoption of New Accounting Standards
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 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. The Company adopted ASU 2018-13 as of January 1, 2020. The
adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
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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 the prior accounting 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 Company adopted ASU 2017-04 as of January 1, 2020.
The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
Future Adoption of New Accounting Standards
Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional
expedients and exceptions for applying GAAP to investments, derivatives, or other transactions that reference the London
Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. Along
with the optional expedients, the amendments include a general principle that permits an entity to consider contract modifications
due to reference reform to be an event that does not require contract re-measurement at the modification date or reassessment of a
previous accounting determination. Additionally, a company may make a one-time election to sell, transfer, or both sell and
transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that were
classified as held to maturity before January 1, 2020. This standard may be elected over time through December 31, 2022 as
reference rate reform activities occur. The Company is currently assessing the effect of adopting this guidance on its financial
condition and results of operations.
Investments – Equity Securities. In January 2020, the FASB issued ASU No. 2020-01 (“ASU 2020-01”) Investments-
Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic
815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This update, among others, clarifies the
interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in
Topic 323 when there is a change in level of ownership or degree of influence. ASU 2020-01 is effective for the Company
beginning with the first quarter of 2021 and will be applied prospectively. Early adoption is permitted. This guidance is not
expected to have a material impact on the Company’s consolidated financial statements.
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.
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, 2024, 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.
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 available-for-sale (“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 an other than temporary impairment (“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 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.
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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, 2020 and December 31, 2019.
Fixed maturities were comprised of the following:
2020
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Amortized
Cost
Estimated
Fair Value
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
$
30,762 $
11,802
1,381 $
898
30,359
78,258
41,145
61,530
211,292
250
250
254,106 $
4,423
9,811
5,689
9,479
29,402
58
58
31,739 $
$
33
26 $
—
—
6
15
47
68
—
—
94 $
29,407
10,904
25,936
68,453
35,471
52,098
181,958
192
192
222,461
Table of Contents
Fixed maturities:
Bonds:
2019
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Amortized
Cost
Estimated
Fair Value
U.S. Treasury securities and obligations of U.S. Government agencies and
authorities
Obligations of states and political subdivisions
Corporate securities:
$
20,259 $
11,940
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
26,648
73,917
41,706
57,752
200,023
250
250
232,472 $
$
467 $
371
2,404
4,249
2,335
3,702
12,690
58
58
13,586 $
53 $
53
32
57
98
54
241
—
—
347 $
19,845
11,622
24,276
69,725
39,469
54,104
187,574
192
192
219,233
Bonds having an amortized cost of $10,670 and $10,669 and included in the tables above were on deposit with insurance
regulatory authorities at December 31, 2020 and 2019, respectively, in accordance with statutory requirements. Additionally,
bonds having an amortized cost of $1,997 and $0 and included in the tables above were pledged as collateral to FHLB at
December 31, 2020 and 2019, respectively.
Equity securities:
Common and non-redeemable preferred stocks:
Financial services
Other business – diversified
Total equity securities
Equity securities:
Common and non-redeemable preferred stocks:
Financial services
Other business – diversified
Total equity securities
2020
Estimated
Fair Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Cost or
Amortized
Cost
2,111
16,605
18,716 $
$
351
11,972
12,323 $
2019
—
—
— $
1,760
4,633
6,393
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
The carrying value and amortized cost of the Company’s investments in fixed maturities at December 31, 2020 and 2019
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.
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
2020
2019
Carrying
Value
Amortized
Cost
Carrying
Value
Amortized
Cost
$
$
2,041 $
18,373
89,892
124,609
19,191
254,106 $
2,015 $
17,039
79,993
104,527
18,887
222,461 $
— $
14,664
77,934
130,680
9,194
232,472 $
—
14,280
73,521
122,321
9,111
219,233
34
Table of Contents
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, 2020 and 2019.
U.S. Treasury securities and obligations of
U.S. Government agencies and
authorities
Corporate securities
$
Total temporarily impaired securities
$
Less than 12 months
Fair
Value
Unrealized
Losses
2020
12 months or longer
Fair
Value
Unrealized
Losses
Total
Fair
Value
Unrealized
Losses
7,045 $
4,602
11,647 $
26 $
68
94 $
— $
—
— $
— $
—
— $
7,045 $
4,602
11,647 $
26
68
94
Less than 12 months
Fair
Value
Unrealized
Losses
2019
12 months or longer
Fair
Value
Unrealized
Losses
Total
Fair
Value
Unrealized
Losses
U.S. Treasury securities and obligations of
U.S. Government agencies and
authorities
Obligations of states and political
subdivisions
Corporate securities
Total temporarily impaired securities
$
$
3,432 $
22 $
3,533 $
31 $
6,965 $
3,106
23,245
29,783 $
53
145
220 $
—
2,504
6,037 $
—
96
127 $
3,106
25,749
35,820 $
53
53
241
347
The evaluation for an OTTI 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 years ended December 31, 2020 and 2019.
As of December 31, 2020 and 2019, there were twenty and thirty 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, 2020, was primarily attributable to improvement in market values in certain of the
Company’s fixed maturity securities as a result of a declining 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, 2020.
Investment income was earned from the following sources:
Fixed maturities
Equity securities
Other
Investment expenses
Net investment income
2020
2019
8,646 $
141
(788)
7,999
255
7,744 $
8,485
282
319
9,086
107
8,979
$
$
35
Table of Contents
A summary of realized investment gains (losses) follows:
Gains
Losses
Realized investment gains, net
Gains
Losses
Realized investment gains, net
Fixed
Maturities
Equity
Securities
835 $
(450)
385 $
Other
Invested
Assets
6,948 $
—
6,948 $
Total
7,871
(451)
7,420
2020
88 $
(1)
87 $
2019
Fixed
Maturities
Equity
Securities
2,003 $
(1,650)
353 $
1,221 $
—
1,221 $
Other
Invested
Assets
— $
—
— $
Total
3,224
(1,650)
1,574
$
$
$
$
Proceeds from the sales of available-for-sale fixed maturities were as follows:
Sales proceeds
Gross gains
Gross losses
Proceeds from the sales of available-for-sale equity securities were as follows:
Sales proceeds
Gross gains
Gross losses
$
$
2020
2019
18,504 $
835
(450)
117,530
2,003
(1,650)
2020
2019
5 $
—
(1)
2,568
1,113
—
Sales of available-for-sale securities in 2020 and 2019 were primarily a result of improving the overall risk versus return
profile of the portfolio. In addition, the Company sold its interest in a certain limited liability company held as other invested
assets to a third-party. The transaction closed prior to December 31, 2020. The Company recorded gross realized gains on this
sale of $6.9 million and proceeds of $12.7 million which settled after year end.
The following table presents the portion of unrealized gains (losses) related to equity securities still held for the years ended
December 31, 2020 and 2019.
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
2020
2019
$
$
(3,344) $
87
(3,431) $
6,732
1,221
5,511
The Company’s bond portfolio included 97% investment grade securities, as defined by the NAIC, at December 31, 2020.
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 $3,238 and $9,960 at December 31, 2020 and 2019, respectively. The Company’s VIE interests, carried as
a part of investment in unconsolidated subsidiaries, totaled $1,238 at December 31, 2020 and 2019.
36
Table of Contents
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 $4,476 and $11,198, at
December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company had outstanding commitments
totaling $1,997, 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
Level 3
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.
Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions
about risk). Fair value is based on criteria that use assumptions or other data that are not readily observable from objective sources.
With little or no observable market, the determination of fair values uses considerable judgment and represents the Company’s best
estimate of an amount that could be realized in a market exchange for the asset or liability. The Company’s financial instruments
valued using Level 3 criteria consist of one fixed maturity security and one equity security. As of December 31, 2020 and December
31, 2019, the value of the fixed maturity valued using Level 3 criteria was $0 for both years. As of December 31, 2020 and December
31, 2019, the value of the equity security valued using Level 3 criteria was $143 and $0, respectively. The equity security is not
traded and valued at cost. 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 from publicly
quoted market prices. Certain fixed maturities do not have publicly quoted values and consist solely of issuances of pooled debt
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 is also considered, as applicable.
37
Table of Contents
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, 2020, financial instruments carried at fair value were measured on a recurring basis as summarized
below:
38
Table of Contents
Assets:
Fixed maturities
Equity securities
Cash equivalents
Total
Quoted Prices
in
Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
$
— $
18,573
12,010
30,583 $
254,106 $
—
—
254,106 $
— $
143
—
143 $
Total
254,106
18,716
12,010
284,832
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)
Significant
Unobservable
Inputs
(Level 3)
$
$
— $
22,922
7,173
30,095 $
232,472 $
—
—
232,472 $
— $
—
—
— $
Total
232,472
22,922
7,173
262,567
The Company does not have any fixed maturities measured at fair value on a recurring basis using significant unobservable
inputs (Level 3) as of years ended December 31, 2020 and 2019.
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, 2020 and 2019.
Assets:
Cash and cash equivalents
Fixed maturities
Equity securities
Other invested assets
Policy loans
Investments in unconsolidated trusts
Liabilities:
Level in
Fair Value
Hierarchy(1)
2020
2019
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
$
Level 1
(1)
(1)
Level 3
Level 2
Level 2
19,319 $
254,106
18,716
3,238
1,975
1,238
19,319 $
254,106
18,716
3,238
1,975
1,238
12,893 $
232,472
22,922
9,960
2,007
1,238
12,893
232,472
22,922
9,960
2,007
1,238
Junior Subordinated Debentures, net
Level 2
33,738
32,297
33,738
35,977
(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
2020
2019
American
Southern
Bankers
Fidelity
American
Southern
Bankers
Fidelity
$
$
1,979 $
9,910
(9,590)
2,299 $
36,882 $
10,233
(9,803)
37,312 $
2,047 $
8,761
(8,829)
1,979 $
35,047
10,294
(8,459)
36,882
39
Table of Contents
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, 2020 and 2019.
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
2020
2019
Amount of
Insurance In Force, Net
2019
2020
199,827
$
83,533(1)
$
283,360
212,774
33,508
246,282
$
$
54,442 $
91
54,533
36,339
90,872
27,131
79,147
1,526
198,676 $
55,403 $
93
55,496 $
36,994
92,490
26,035
81,448
1,933
201,906
(1) The group life in force amounts increased significantly during 2020. However, the impact on future policy benefits is not significant due to the
deferred premium offset to the gross benefit reserve.
Annualized premiums for accident and health insurance policies were $109,430 and $112,734 at December 31, 2020 and
2019, 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, withdrawal rates
and expenses are based upon the Company’s experience modified as necessary to reflect anticipated trends and are generally
established at contract inception. 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
2020 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.
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
$
2020
2019
$
81,448
(18,339)
63,109
72,612
(14,354)
58,258
122,626
(3,480)(1)
119,146
137,305
(80)(2)
137,225
84,518
36,190
120,708
61,547
17,600
79,147
$
95,489
36,885
132,374
63,109
18,339
81,448
$
(1)
Prior years’ development was primarily the result of favorable development in the loss and claim reserves for the Medicare
supplement line of business in Bankers Fidelity. Rate increases on existing business and the resultant improvement in rate adequacy was more
favorable than expected. Additionally, the Company experienced favorable development in the surety line of business in American Southern
due to a reduction in exposure coupled with recoveries on certain prior year losses.
(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.
40
Table of Contents
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
Liability for Unpaid Losses, Claims and Loss Adjustment Expenses
2020
2019
119,146 $
1,198
(468)
119,876 $
137,225
1,362
638
139,225
$
$
The following is information, by significant product lines, about incurred and paid claims development as of December
31, 2020, 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.
Medicare Supplement
For the Years Ended December 31,
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of
Reinsurance
Accident Year 2011 2012 2013 2014 2015 2016 2017 2018 2019
2020
As of December 31,
2020
Cumulative
Number of
Reported
Claims
IBNR
Reserves
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
$ 38,188 $ 38,296 $ 38,360 $ 38,327 $ 38,316 $ 38,302 $ 38,299 $ 38,297 $ 38,297 $ 38,297 $
50,021 50,996 51,021 50,998 50,989 50,987 50,985 50,984 50,984
56,974 56,970 57,034 57,023 57,021 57,016 57,015 57,014
57,179 56,938 56,981 56,981 56,976 56,977 56,976
55,482 54,939 54,993 54,990 54,984 54,985
58,849 59,851 63,226 63,225 63,221
67,960 69,655 69,643 69,635
79,140 80,404 80,361
88,765 87,028
664,056
—
867,050
—
957,363
—
939,478
—
—
898,374
— 1,036,769
— 1,510,654
— 1,782,982
172 2,242,156
75,857 12,728 1,620,697
$ 634,358
41
Table of Contents
Accident Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2017
2014
2018
2016
2015
2011
2013
2012
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2019
2020
$ 31,720 $ 38,296 $ 38,360 $ 38,327 $ 38,316 $ 38,302 $ 38,299 $ 38,297 $ 38,297 $ 38,297
42,267 50,996 51,021 50,998 50,989 50,987 50,985 50,984 50,984
47,770 56,970 57,034 57,023 57,021 57,016 57,015 57,014
48,024 56,938 56,981 56,981 56,976 56,977 56,976
45,430 54,876 54,993 54,990 54,984 54,985
49,165 59,747 63,226 63,225 63,221
57,696 69,517 69,643 69,635
66,565 80,222 80,361
72,333 86,856
63,129
$ 621,458
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $ 12,900
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 four
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.
Automobile Liability
For the Years Ended December 31,
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of
Reinsurance
Accident Year 2011 2012 2013 2014 2015 2016 2017 2018 2019
2020
As of December 31,
2020
Cumulative
Number of
Reported
Claims
IBNR
Reserves
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
$ 12,263 $ 13,802 $ 13,235 $ 13,289 $ 13,281 $ 13,495 $ 13,385 $ 13,330 $ 13,329 $ 13,328 $
12,980 15,007 14,108 13,707 13,313 13,343 13,357 13,373 13,373
18,664 20,702 21,096 21,823 21,352 21,020 20,972 20,972
20,812 21,881 22,041 22,353 21,682 22,080 22,100
18,521 19,857 20,017 20,007 20,086 20,680
20,549 21,275 21,846 22,388 22,245
22,179 24,212 23,766 25,180
24,284 25,682 27,338
25,241 24,045
—
—
—
48
75
140
801
2,072
3,117
22,416 12,187
$ 211,677
2,134
2,343
3,267
3,544
3,525
3,842
3,772
3,578
3,479
2,183
Accident Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2019
2012
2013
2015
2016
2018
2014
2017
2011
$
4,205 $
7,934 $
4,627
2020
9,858 $ 12,071 $ 13,039 $ 13,106 $ 13,199 $ 13,330 $ 13,329 $ 13,328
8,791 11,507 12,932 13,197 13,211 13,288 13,373 13,373
5,144 12,193 16,782 19,407 20,382 20,982 20,972 20,972
6,822 13,807 17,554 20,177 20,878 21,735 21,813
6,226 11,878 14,938 17,612 19,557 20,234
6,796 13,141 16,397 19,613 21,408
7,401 16,317 20,221 22,778
6,989 15,647 21,121
7,305 14,694
5,172
$ 174,893
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $ 36,784
42
Table of Contents
Automobile Physical Damage
For the Years Ended December 31,
As of December 31, 2020
Accident Year
2016
2017
2018
2019
2020
Incurred Losses, Claims and Allocated Loss Adjustment Expenses,
Net of Reinsurance
2016
2017
2018
2019
2020
$
6,877 $
6,386 $
6,257
6,352 $
5,933
7,805
6,289 $
5,857
7,530
8,526
$
6,289 $
5,860
7,447
8,026
10,288
37,910
Cumulative
Number of
Reported
Claims
IBNR
Reserves
—
—
—
2
177
1,269
1,324
1,452
1,485
1,526
Accident Year
2016
2017
2018
2019
2020
General Liability
Cumulative Paid Losses, Claims and Allocated Loss Adjustment
Expenses, Net of Reinsurance
2018
2019
2017
2016
$
5,804 $
6,353 $
5,215
6,349 $
5,914
6,344
6,289 $
5,856
7,510
6,360
$
All outstanding liabilities before 2016, net of reinsurance
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $
2020
6,289
5,860
7,446
8,005
8,347
35,947
1
1,964
For the Years Ended December 31,
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of
Reinsurance
Accident Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
3,461
728
3,744
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
$ 3,022 $ 1,723 $ 1,452 $ 1,338 $ 1,174 $ 1,242 $ 1,327 $ 1,335 $ 1,400 $ 1,534 $
4,055 1,305 1,269 1,270 1,214 1,333 1,344 1,377 1,388
904
523
855
621
738
198
707
2,223
$ 9,691
820
406
4,421 1,037 1,227 1,044
736
3,119 1,148
488
1,490
1,656
945
497
867
608
513
333
1,916
865
476
817
557
926
501
As of December 31,
2020
Cumulative
Number of
Reported
Claims
IBNR
Reserves
20
25
11
6
—
1
68
40
261
1,749
210
161
197
194
146
92
82
75
82
62
43
Table of Contents
Accident Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Surety
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2019
2012
2013
2015
2016
2018
2011
$
295 $
412 $
371
2014
582 $
707
104
1,034
579
299
98
1,113
811
331
259
116
2020
2017
835 $ 1,161 $ 1,169 $ 1,278 $ 1,285 $ 1,325 $ 1,426
1,280
1,219
847
855
791
339
498
369
171
855
464
617
203
556
75
115
209
208
$ 6,619
343
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $ 3,415
1,269
805
493
863
608
365
90
41
1,260
803
373
664
568
136
65
All outstanding liabilities before 2011, net of reinsurance
For the Years Ended December 31,
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of
Reinsurance
Accident Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2020
2011 2012 2013 2014 2015 2016 2017 2018 2019
$ 4,422 $ 4,786 $ 5,080 $ 5,092 $ 4,966 $ 5,031 $ 5,112 $ 5,111 $ 5,112 $ 5,163 $
4,979 4,767 5,396 5,345 4,869 4,880 4,892 4,925 4,944
3,060 2,007 2,743 2,947 2,866 2,809 2,765 2,757
3,214 3,130 2,990 2,760 2,685 2,617 2,818
1,902 1,630 1,400 1,359 1,406 1,310
3,314 1,812 1,865 1,876 1,865
4,677 3,671 3,799 3,629
3,528 1,938 1,381
657
2,130
2,263
$ 26,787
As of December 31,
2020
Cumulative
Number of
Reported
Claims
IBNR
Reserves
7
2
—
43
6
—
13
6
128
1,887
128
89
58
54
50
46
58
62
30
20
$
Accident Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2011
1,031 $
2017
2018
2016
2015
2014
2013
2012
3,207 $
2,257
4,622 $
4,581
323
5,331
1,369
2,327
641
4,748 $ 4,939 $ 5,022 $ 5,109 $
4,880
4,856
2,789
1,010
2,739
1,331
1,127
1,732
1,971
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
2020
2019
5,111 $ 5,112 $ 5,117
4,934
4,878
2,757
2,749
2,562
2,664
1,271
1,125
1,862
1,772
3,545
3,255
1,361
1,157
395
97
$ 23,901
54
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance $ 2,940
4,916
2,765
2,593
1,128
1,873
3,523
1,454
259
All outstanding liabilities before 2011, net of reinsurance
4,869
2,763
2,727
856
1,054
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.
44
Table of Contents
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 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, 2020.
Reserve Line
Medicare Supplement
Automobile Liability
Automobile Physical
Damage
General Liability
Surety
1st Year
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (Unaudited)
9th Year
2nd Year
6th Year
8th Year
7th Year
5th Year
3rd Year
4th Year
10th Year
83.0%
29.1%
16.9%
30.9%
0.1%
17.3%
0.0%
12.7%
0.0%
5.8%
85.4%
17.8%
41.2%
14.2%
17.8%
31.1%
-0.6%
22.5%
10.5%
-0.4%
16.9%
9.8%
0.0%
8.4%
-1.3%
0.0%
2.1%
0.0%
6.3%
1.8%
0.0%
0.4%
0.0%
2.8%
0.3%
0.0%
0.5%
0.0%
2.2%
0.2%
0.0%
0.0%
0.0%
1.7%
0.2%
0.0%
0.0%
0.0%
6.6%
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, 2020
$
12,900
36,784
1,964
3,415
2,940
1,666
59,669
8,975
6,260
3
2,362
17,600
1,878
Total gross liability for unpaid losses, claims and loss adjustment expenses
$
79,147
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 99.6% of the Company’s reinsurance recoverables were due from a
single reinsurer as of December 31, 2020. Reinsurance recoverables of $28,980 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.
45
Table of Contents
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, 2020 and 2019 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 expense (benefit) on income
Tax expense on components of shareholders’ equity:
Net unrealized gains on investment securities
Total tax expense
2020
2019
239,687 $
23,253
(77,622)
185,318 $
238,209 $
23,144
(77,814)
183,539 $
175,825 $
(55,949)
119,876 $
237,973
23,275
(77,750)
183,498
237,361
22,345
(77,781)
181,925
206,390
(67,165)
139,225
2020
2019
17,600 $
9,832
447
963
244
29,086 $
18,339
10,772
1,538
1,155
331
32,135
$
$
$
$
$
$
$
$
2020
2019
$
3,334 $
(21)
$
3,865
7,199 $
4,783
4,762
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 expense (benefit)
Effective tax rate
2020
2019
$
$
3,256
$
21%
(12)
20
36
16
18
3,334
$
21.5%
(86)
21%
(23)
55
37
17
(21)
(21)
5.2%
The primary differences between the effective tax rate and the federal statutory income tax rate for 2020 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 were provision-to-filed return adjustments that are generally updated at
the completion of the third quarter of each fiscal year and were $18 in the year ended December 31, 2020.
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Table of Contents
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.
Deferred tax assets and liabilities at December 31, 2020 and 2019 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 (liability) asset
The components of income tax expense (benefit) were:
Current – Federal
Deferred – Federal
Total
2020
2019
4,666 $
2,682
822
326
8,496
(409) $
(9,235)
(153)
(9,797)
(1,301) $
2,540
3,323
822
319
7,004
(328)
(6,090)
(272)
(6,690)
314
2020
2019
5,584 $
(2,250)
3,334 $
892
(913)
(21)
$
$
$
$
$
The Company has formal tax-sharing agreements, and files a consolidated income tax return, with its subsidiaries. Tax
years 2017, 2018 and 2019 are considered open tax years that remain subject to examination by the Internal Revenue Service.
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, 2020, the effective interest rate was 4.28%.
The financial structure of each of Atlantic American Statutory Trust I and II, as of December 31, 2020 and 2019, was as
follows:
JUNIOR SUBORDINATED DEBENTURES(1)(2)
Balance December 31, 2020
Less: Treasury debt(3)
Net balance December 31, 2020
Net balance December 31, 2019
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
23,196
(7,500)
15,696
15,696
LIBOR + 4.10%
Quarterly
May 15, 2033
Yes
$
$
December 4, 2002
May 15, 2003
22,500
1
22,500
LIBOR + 4.10%
Quarterly
Atlantic American Corporation Atlantic American Corporation
LIBOR + 4.00%
Quarterly
17,500
1 $
17,500 $
(1) For each of the respective debentures, the Company has the right at any time, and from time to time, to defer payments of interest on the Junior
Subordinated Debentures for a period not exceeding 20 consecutive quarters up to the debentures’ respective maturity dates. During any such period,
interest will continue to accrue and the Company may not declare or pay any cash dividends or distributions on, or purchase, the 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.
(2) The Junior Subordinated Debentures are unsecured and rank junior and subordinate in right of payment to all senior debt of the Parent and are
effectively subordinated to all existing and future liabilities of its subsidiaries.
(3) In 2014, the Company acquired $7,500 of the Junior Subordinated Debentures.
(4) 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.
47
Table of Contents
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 through 2026. The original term of the second lease was ten years and amended in January 2017 to
provide for an additional seven years, with a termination date on September 30, 2026. The rate used in determining the present
value of lease payments is based upon an estimate of the Company’s incremental secured borrowing rate commensurate with the
term of the underlying lease.
These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the
term of the lease. Lease expense reported for each of the years ended December 31, 2020 and 2019 was $1,014.
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
Year Ended
December 31,
2020
Year Ended
December 31,
2019
$
978
4,832
6.8%
815
5,476
6.8%
5.9 years
6.9 years
The following table presents maturities and present value of the Company’s lease liabilities:
2021
2022
2023
2024
2025
Thereafter
Total undiscounted lease payments
Less: present value adjustment
$
Operating lease liability included in accounts payable and accrued expenses on the consolidated balance sheet
$
As of December 31, 2020, the Company has no operating leases that have not yet commenced.
Note 10.
Benefit Plans
Equity Incentive Plan
Lease
Liability
1,015
1,031
1,048
1,065
1,083
942
6,184
1,116
5,068
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 2020, a total of 20,000 restricted
shares, with an estimated fair value of $38, were issued under the 2012 Plan and 35,000 restricted shares, with an estimated fair
value of $98, were forfeited under such plan. In 2019, a total of 355,000 restricted shares, with an estimated fair value of $948,
were issued under the 2012 Plan. The estimated fair value of the restricted shares issued under the 2012 Plan for 2020 and 2019
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 2020 or 2019. Shares available for future grant at December
31, 2020 and 2019 were 935,200 and 920,200, respectively.
48
Table of Contents
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 2020 and 2019 was
$231 and $230, 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 2020 and
2019 of $520 and $524, 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,
2020 and 2019, 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, 2020 and 2019. During each of 2020 and 2019, the Company paid Series D Preferred
Stock dividends of $399.
Note 12.
Earnings (Loss) Per Common Share
Basic earnings per share was computed by dividing net income (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.
49
Table of Contents
A reconciliation of the numerator and denominator of the income (loss) per common share calculations is as follows:
For the Year Ended December 31, 2020
Weighted
Average
Shares
Outstanding
(In
thousands)
Per Share
Amount
Income
Basic Earnings Per Common Share
Net income before preferred stock dividends
Less preferred stock dividends
Net income applicable to common shareholders
Diluted Earnings Per Common Share:
Effect of Series D preferred stock
Net income 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
$
$
$
$
12,169
(399)
11,770
399
12,169
20,441
—
20,441
1,378
21,819 $
-
0.58
0.56
For the Year Ended December 31, 2019
Weighted
Average
Shares
Outstanding
(In
thousands)
Loss
Per Share
Amount
(386)
(399)
(785)
20,258
—
20,258 $
-
(.04)
The assumed conversion of the Company’s Series D Preferred Stock was excluded from the earnings per common share
calculation for 2019 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 income (loss)
American Southern, net income
Statutory net income (loss)
Bankers Fidelity, surplus
American Southern, surplus
Statutory surplus
2020
2019
7,712 $
8,575
16,287 $
42,326 $
50,194
92,520 $
(9,509)
4,778
(4,731)
35,546
45,827
81,373
$
$
$
$
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 $3,900 and $4,800 in the years ended 2020 and 2019, respectively, from its
subsidiaries. In 2020, dividend payments to the Parent by the insurance subsidiaries in excess of $9,589 would require prior
approval.
50
Table of Contents
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, 2020, 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, 2020 and 2019, the Company paid $939 and $908, 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, 2020 and 2019, 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, 2020 and 2019, 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, 2020 and 2019 was $16,606 and $19,764, respectively.
During the years ended December 31, 2020 and 2019, Gray paid the Company approximately $1,038 and $1,022,
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 for $151.
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
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
$
$
$
$
$
American
Southern
For the Year Ended December 31, 2020
Corporate
& Other
Bankers
Fidelity
Adjustments
62,372 $
39,339
(9,910)
9,772
19,542
58,743
3,629
3,586
37
7,252
3,389
(205)
10,436 $
69,179 $
1,350 $
121,167 $
80,537
(10,233)
10,007
34,403
114,714
6,453
4,971
11
11,435
4,031
(3,036)
12,430 $
127,144 $
1,194 $
& Eliminations Consolidated
183,539
— $
119,876
—
(20,143)
—
20,373
—
59,739
(8,732)
179,845
(8,732)
10,082
-
7,744
(1,987)
(6,745)
76
11,514
—
—
7,420
(3,431)
—
15,503
— $
— $
—
—
594
14,526
15,120
-
1,174
6,773
(7,173)
—
(190)
(7,363) $
7,757 $
— $
(8,732) $
195,348
— $
2,544
158,808 $
236,197 $
183,178 $
(172,996) $
405,187
51
Table of Contents
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
Note 16.
Commitments and Contingencies
Litigation
$
$
$
$
$
American
Southern
For the Year Ended December 31, 2019
Corporate
& Other
Bankers
Fidelity
Adjustments
58,680 $
39,541
(8,761)
9,024
16,869
56,673
2,007
3,689
75
5,771
(386)
344
5,729 $
62,402 $
1,350 $
123,245 $
99,684
(10,294)
8,709
37,158
135,257
(12,012)
5,317
18
(6,677)
840
2,191
(3,646) $
131,611 $
1,194 $
& Eliminations Consolidated
181,925
— $
139,225
—
(19,055)
—
18,284
—
60,132
(9,834)
198,586
(9,834)
(10,005)
-
8,979
(2,624)
(7,210)
190
(7,492)
—
1,574
—
5,511
—
(407)
— $
— $
—
—
551
15,939
16,490
-
2,597
7,307
(6,586)
1,120
2,976
(2,490) $
14,000 $
(9,834) $
198,179
— $
— $
2,544
141,524 $
224,122 $
154,687 $
(142,707) $
377,626
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.
Note 17.
Subsequent Events
On March 23, 2021, the Company’s board of directors declared an annual cash dividend of $0.02 per share of common
stock that is payable to shareholders of record as of the close of business on April 13, 2021.
Since December 31, 2020, the COVID-19 pandemic continues to cause material disruption to financial markets and the
economy. As a result of the pandemic, the Company could experience future losses in its investment portfolio as a result of the
weakened and volatile markets. Additionally, 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. The duration and impact of the COVID-19 pandemic is unknown at
this time and it is not possible to reliably estimate the impact on the financial condition, operating results or liquidity of the
Company and its operating subsidiaries in future periods.
52
Table of Contents
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,
2020 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, 2020.
There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2020 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.
53
Table of Contents
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 “Ratification of the Appointment of the
Company’s 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, 2021, 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, 2020, 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)
— $
—
— $
—
—
—
935,200
—
935,200
(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.
54
Table of Contents
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 [incorporated by
reference to Exhibit 4.1 to the registrant’s Form 10-K filed on March 24, 2020].
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 [incorporated by reference
to Exhibit 10.02 to the registrant’s Form 10-K for the year ended December 31, 2017].
10.03**
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
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].
10.07**
Employment and Transition Agreement with Fixed Determination Date, dated as of June 14, 2017 by and between John G. Sample, Jr. and
14.1
21.1
23.1
31.1
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.
55
Table of Contents
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
101.PRE
XBRL Taxonomy Extension Calculation Linkbase.
XBRL Taxonomy Extension Definition Linkbase.
XBRL Taxonomy Extension Label 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.
56
Table of Contents
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 23, 2021
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
57
March 23, 2021
March 23, 2021
March 23, 2021
March 23, 2021
March 23, 2021
March 23, 2021
March 23, 2021
Table of Contents
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Schedule II
Page 1 of 3
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
BALANCE SHEETS
ASSETS
Cash and cash equivalents
Investments
Investment in subsidiaries
Investments in unconsolidated trusts
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
$
$
$
December 31,
2020
2019
(In thousands)
2,090 $
2,598
172,996
1,238
1,683
4,311
184,916 $
2,068
3,267
142,707
1,238
2,304
5,126
156,710
1,765 $
4,353
33,738
39,856
346
4,232
33,738
38,316
145,060
184,916 $
118,394
156,710
$
See accompanying report of independent registered public accounting firm.
58
Table of Contents
Schedule II
Page 2 of 3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
STATEMENTS OF OPERATIONS
REVENUE
Fee income from subsidiaries
Distributed earnings from subsidiaries
Unrealized gains (losses) on equity securities, net
Other
Total revenue
GENERAL AND ADMINISTRATIVE EXPENSES
INTEREST EXPENSE
INCOME TAX BENEFIT(1)
EQUITY IN UNDISTRIBUTED EARNINGS (LOSS) OF SUBSIDIARIES, NET
NET INCOME (LOSS)
Year Ended December 31,
2020
2019
(In thousands)
$
$
6,745 $
3,900
(191)
(784)
9,670
7,210
4,800
2,976
1,190
16,176
11,521
11,731
1,610
(3,461)
(3,623)
162
12,007
12,169 $
2,130
2,315
(2,035)
4,350
(4,736)
(386)
(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.
59
Table of Contents
Schedule II
Page 3 of 3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Realized investment gains, net
Unrealized losses (gains) on equity securities, net
Depreciation and amortization
Compensation expense related to share awards
Distributions received from equity method investees
Equity in undistributed (earnings) loss of subsidiaries, net
Decrease in intercompany taxes
Deferred income tax benefit
Increase 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 increase (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
Year Ended December 31,
2020
2019
(In thousands)
$
12,169 $
(386)
—
191
594
437
—
(12,007)
622
(2,446)
121
917
598
—
—
—
(95)
(95)
(399)
—
9
—
(91)
(481)
22
2,068
2,090 $
1,665 $
3,883 $
1,798 $
(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
2,155
1,662
3,335
$
$
$
$
See accompanying report of independent registered public accounting firm.
60
Table of Contents
Segment
December 31, 2020:
Bankers Fidelity
American Southern
December 31, 2019:
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
Other Policy
Claims and
Benefits
Payable
Unearned
Premiums
(In thousands)
37,312 $
2,299
39,611 $
$
115,136
54,883
170,019(1) $
4,199 $
22,932
27,131 $
36,882 $
1,979
38,861 $
$
121,657
52,281
173,938(2) $
4,606 $
21,429
26,035 $
$
$
$
$
1,526
—
1,526
1,933
—
1,933
(1) Includes future policy benefits of $90,872 and losses and claims of $79,147.
(2) Includes future policy benefits of $92,490 and losses and claims of $81,448.
See accompanying report of independent registered public accounting firm.
61
Table of Contents
Segment
December 31, 2020:
Bankers Fidelity
American Southern
Corporate & other
December 31, 2019:
Bankers Fidelity
American Southern
Corporate & other
Schedule III
Page 2 of 2
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Premium
Revenue
Net
Investment
Income
Benefits,
Claims,
Losses and
Settlement
Expenses
(In thousands)
Amortization
of Deferred
Acquisition
Costs
Other
Operating
Expenses
Casualty
Premiums
Written
$
$
$
$
121,167 $
62,372
—
183,539 $
123,245 $
58,680
—
181,925 $
4,971 $
3,586
(813)
7,744 $
5,317 $
3,689
(27)
8,979 $
80,537 $
39,339
—
119,876 $
99,684 $
39,541
—
139,225 $
9,803 $
9,590
—
19,393 $
8,459 $
8,829
—
17,288 $
24,374 $
9,814
6,388
40,576 $
27,114 $
8,303
6,656
42,073 $
—
64,366
—
64,366
—
60,328
—
60,328
See accompanying report of independent registered public accounting firm.
62
Table of Contents
Year ended December 31, 2020:
Life insurance in force
Premiums —
Bankers Fidelity
American Southern
Total premiums
Year ended December 31, 2019:
Life insurance in force
Premiums —
Bankers Fidelity
American Southern
Total premiums
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
REINSURANCE INFORMATION
Direct
Amount
Ceded to
Other
Companies
Assumed
From Other
Companies
Net
Amounts
(Dollars in thousands)
$
294,392 $
(11,032) $
— $
283,360
Schedule IV
Percentage
of Amount
Assumed
to Net
$
$
193,082 $
45,127
238,209 $
(71,924) $
(5,890)
(77,814) $
9 $
23,135
23,144 $
121,167
62,372
183,539
0.0%
37.1%
12.6%
$
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%
See accompanying report of independent registered public accounting firm.
63
Table of Contents
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
Schedule VI
Claims and Claim
Adjustment
Expenses Incurred
Related To
Deferred
Policy
Acquisition
Costs
Year Ended
Reserves
Unearned
Premiums
Earned
Premiums
Net
Investment
Current
Income
Year
Prior
Years
Amortization
of Deferred
Acquisition
Costs
Paid Claims
and Claim
Adjustment
Expenses
Premiums
Written
December 31, 2020 $
2,299 $ 54,883 $
22,932 $
62,372 $
(In thousands)
3,586 $ 39,859 $
(520) $
9,590 $
37,645 $
64,366
December 31, 2019 $
1,979 $ 52,281 $
21,429 $
58,680 $
3,689 $ 40,361 $
(820) $
8,829 $
37,905 $
60,328
See accompanying report of independent registered public accounting firm.
64
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 23, 2021, with respect to the consolidated financial statements
and schedules of Atlantic American Corporation as of and for the year ended December 31, 2020, which report appears in
Atlantic American Corporation’s Annual Report on Form 10-K.
/s/ Dixon Hughes Goodman LLP
Atlanta, Georgia
March 23, 2021
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)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) 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;
c)
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
d) 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 23, 2021
/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:
1.
I have reviewed this annual report on Form 10-K of Atlantic American Corporation;
EXHIBIT 31.2
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 23, 2021
/s/ J. Ross Franklin
J. Ross Franklin
Vice President and
Chief Financial Officer
EXHIBIT 32.1
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,
2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers
of the Company certifies, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company
as of the dates and for the periods expressed in the Report.
Date: March 23, 2021
Date: March 23, 2021
/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.