MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its
subsidiaries (collectively with the Parent, the “Company”) as of and for the three month and six month periods ended June 30, 2023. This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and
notes thereto included elsewhere herein, as well as with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”).
Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance
Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company (together known as “Bankers Fidelity”). Each operating company is managed
separately, offers different products and is evaluated on its individual performance.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions
that affect reported amounts and related disclosures. Actual results could differ significantly from those estimates. The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of
variability. The Company’s critical accounting policies and the resultant estimates considered most significant by management are disclosed in the 2022 Annual Report. Except as disclosed in Note 2 of Notes to Condensed Consolidated Financial
Statements, the Company’s critical accounting policies are consistent with those disclosed in the 2022 Annual Report.
Overall Corporate Results
The following presents the Company’s revenue, expenses and net income (loss) for the three month and six month periods ended June 30, 2023 and the comparable periods in 2022:
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums, net
|
|
$
|
46,060
|
|
|
$
|
47,065
|
|
|
$
|
92,160
|
|
|
$
|
94,146
|
|
Net investment income
|
|
|
2,559
|
|
|
|
2,529
|
|
|
|
5,100
|
|
|
|
4,869
|
|
Realized investment gains (losses), net
|
|
|
70
|
|
|
|
(62
|
)
|
|
|
70
|
|
|
|
(72
|
)
|
Unrealized gains (losses) on equity securities, net
|
|
|
494
|
|
|
|
(4,866
|
)
|
|
|
(1,881
|
)
|
|
|
(2,673
|
)
|
Other income
|
|
|
5
|
|
|
|
3
|
|
|
|
8
|
|
|
|
7
|
|
Total revenue
|
|
|
49,188
|
|
|
|
44,669
|
|
|
|
95,457
|
|
|
|
96,277
|
|
Insurance benefits and losses incurred
|
|
|
29,365
|
|
|
|
32,753
|
|
|
|
59,825
|
|
|
|
63,922
|
|
Commissions and underwriting expenses
|
|
|
12,848
|
|
|
|
10,215
|
|
|
|
25,766
|
|
|
|
23,051
|
|
Interest expense
|
|
|
807
|
|
|
|
414
|
|
|
|
1,557
|
|
|
|
768
|
|
Other expense
|
|
|
3,951
|
|
|
|
3,402
|
|
|
|
7,910
|
|
|
|
6,855
|
|
Total benefits and expenses
|
|
|
46,971
|
|
|
|
46,784
|
|
|
|
95,058
|
|
|
|
94,596
|
|
Income (loss) before income taxes
|
|
$
|
2,217
|
|
|
$
|
(2,115
|
)
|
|
$
|
399
|
|
|
$
|
1,681
|
|
Net income (loss)
|
|
$
|
1,744
|
|
|
$
|
(1,679
|
)
|
|
$
|
298
|
|
|
$
|
1,163
|
|
Management also considers and evaluates performance by analyzing the non-GAAP measure operating income (loss), and believes it is a useful metric for investors, potential investors, securities
analysts and others because it isolates the “core” operating results of the Company before considering certain items that are either beyond the control of management (such as taxes, which are subject to timing, regulatory and rate changes
depending on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company’s operational results (such as any realized and unrealized investment gains, which are not a part of the Company’s primary
operations and are, to a limited extent, subject to discretion in terms of timing of realization).
A reconciliation of net income (loss) to operating income for the three month and six month periods ended June 30, 2023 and the comparable periods in 2022 is as follows:
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
Reconciliation of Non-GAAP Financial Measure
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
|
(In thousands)
|
|
Net income (loss)
|
|
$
|
1,744
|
|
|
$
|
(1,679
|
)
|
|
$
|
298
|
|
|
$
|
1,163
|
|
Income tax expense (benefit)
|
|
|
473
|
|
|
|
(436
|
)
|
|
|
101
|
|
|
|
518
|
|
Realized investment gains (losses), net
|
|
|
(70
|
)
|
|
|
62
|
|
|
|
(70
|
)
|
|
|
72
|
|
Unrealized (gains) losses on equity securities, net
|
|
|
(494
|
)
|
|
|
4,866
|
|
|
|
1,881
|
|
|
|
2,673
|
|
Non-GAAP operating income
|
|
$
|
1,653
|
|
|
$
|
2,813
|
|
|
$
|
2,210
|
|
|
$
|
4,426
|
|
On a consolidated basis, the Company had net income of $1.7 million, or $0.08 per diluted share, for the three month period ended June 30, 2023, compared to net loss of $1.7 million, or $0.09 per
diluted share, for the three month period ended June 30, 2022. The Company had net income of $0.3 million, or $0.00 per diluted share, for the six month period ended June 30, 2023, compared to net income of $1.2 million, or $0.05 per diluted
share, for the six month period ended June 30, 2022. The increase in net income for the three month period ended June 30, 2023 was primarily the result of a $5.4 million increase in unrealized gains on equity securities due to fluctuations in
market values in addition to more favorable loss experience in the life and health operations, from the comparable period in 2022. The decrease in net income for the six month period ended June 30, 2023 was primarily attributable to ancillary
costs related to the new actuarial valuation system, coupled with an increase in administrative costs related to the growth in the group lines of business within the life and health operations.
For the three month period ended June 30, 2023, premium revenue decreased $1.0 million, or 2.1%, to $46.1 million from $47.1 million in the comparable period in 2022. For the six month period
ended June 30, 2023, premium revenue decreased $2.0 million, or 2.1%, to $92.2 million from $94.1 million in the comparable period in 2022. The decrease in premium revenue was primarily attributable to a decrease in premium revenue in the
automobile physical damage line of business in the property and casualty operations. Also contributing to this decrease was a decrease in the Medicare supplement insurance premiums in the life and health operations.
Operating income decreased $1.2 million in the three month period ended June 30, 2023 from the three month period ended June 30, 2022. For the six month period ended June 30, 2023, operating
income decreased $2.2 million from the comparable period in 2022. The decrease in operating income for the three and six month periods ended June 30, 2023 was primarily attributable to ancillary costs related to the new actuarial valuation
system, coupled with an increase in administrative costs related to the growth in the group lines of business within the life and health operations, as mentioned above.
A more detailed analysis of the individual operating segments and other corporate activities follows.
American Southern
The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2023 and the comparable periods in 2022:
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
|
(Dollars in thousands)
|
|
Gross written premiums
|
|
$
|
38,075
|
|
|
$
|
39,600
|
|
|
$
|
47,505
|
|
|
$
|
51,158
|
|
Ceded premiums
|
|
|
(1,478
|
)
|
|
|
(1,722
|
)
|
|
|
(2,975
|
)
|
|
|
(3,339
|
)
|
Net written premiums
|
|
$
|
36,597
|
|
|
$
|
37,878
|
|
|
$
|
44,530
|
|
|
$
|
47,819
|
|
Net earned premiums
|
|
$
|
17,880
|
|
|
$
|
18,769
|
|
|
$
|
35,091
|
|
|
$
|
36,112
|
|
Insurance benefits and losses incurred
|
|
|
13,548
|
|
|
|
14,040
|
|
|
|
26,208
|
|
|
|
24,518
|
|
Commissions and underwriting expenses
|
|
|
4,382
|
|
|
|
4,774
|
|
|
|
8,571
|
|
|
|
10,717
|
|
Underwriting income (loss)
|
|
$
|
(50
|
)
|
|
$
|
(45
|
)
|
|
$
|
312
|
|
|
$
|
877
|
|
Loss ratio
|
|
|
75.8
|
%
|
|
|
74.8
|
%
|
|
|
74.7
|
%
|
|
|
67.9
|
%
|
Expense ratio
|
|
|
24.5
|
|
|
|
25.4
|
|
|
|
24.4
|
|
|
|
29.7
|
|
Combined ratio
|
|
|
100.3
|
%
|
|
|
100.2
|
%
|
|
|
99.1
|
%
|
|
|
97.6
|
%
|
Gross written premiums at American Southern decreased $1.5 million, or 3.9%, during the three month period ended June 30, 2023 and decreased $3.7 million, or 7.1%, during the six month period
ended June 30, 2023, from the comparable periods in 2022. The decrease in gross written premiums during the three month and six month periods ended June 30, 2023 was primarily attributable to the decrease in premiums written in the automobile
physical damage line of business due to a reduction in the number of agencies. Partially offsetting the decrease in gross written premiums was an increase in premiums written in the automobile liability line of business due to price increases in
certain programs.
Ceded premiums decreased $0.2 million, or 14.2%, during the three month period ended June 30, 2023 and decreased $0.4 million, or 10.9%, during the six month period ended June 30, 2023, from the
comparable periods in 2022. American Southern’s ceded premiums are typically determined as a percentage of earned premiums and generally increase or decrease as earned premiums increase or decrease.
The following presents American Southern’s net earned premiums by line of business for the three month and six month periods ended June 30, 2023 and the comparable periods in 2022:
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
|
(In thousands)
|
|
Automobile liability
|
|
$
|
10,495
|
|
|
$
|
8,560
|
|
|
$
|
19,815
|
|
|
$
|
16,185
|
|
Automobile physical damage
|
|
|
3,793
|
|
|
|
6,447
|
|
|
|
8,040
|
|
|
|
12,470
|
|
General liability
|
|
|
1,419
|
|
|
|
1,430
|
|
|
|
2,851
|
|
|
|
2,859
|
|
Surety
|
|
|
1,539
|
|
|
|
1,503
|
|
|
|
3,104
|
|
|
|
2,968
|
|
Other lines
|
|
|
634
|
|
|
|
829
|
|
|
|
1,281
|
|
|
|
1,630
|
|
Total
|
|
$
|
17,880
|
|
|
$
|
18,769
|
|
|
$
|
35,091
|
|
|
$
|
36,112
|
|
Net earned premiums decreased $0.9 million, or 4.7%, during the three month period ended June 30, 2023, and $1.0 million, or 2.8%, during the six month period ended June 30, 2023, over the
comparable periods in 2022. The decrease in net earned premiums was primarily attributable to a decrease in earned premiums in the automobile physical damage line of business due to a reduction in the number of agencies as previously mentioned,
partially offset by the increase in the automobile liability line of business. 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 $0.5 million, or 3.5%, during the three month period ended June 30, 2023, and increased $1.7 million, or 6.9%, during the six
month period ended June 30, 2023, over the comparable periods in 2022. As a percentage of earned premiums, insurance benefits and losses incurred were 75.8% in the three month period ended June 30, 2023, compared to 74.8% in the three month
period ended June 30, 2022. For the six month period ended June 30, 2023, this ratio increased to 74.7% from 67.9% in the comparable period in 2022. The increase in the loss ratio during the three month and six month periods ended June 30, 2023
was mainly due to an increase in the frequency and severity of claims in the automobile liability line of business, as well as in the surety line of business. Partially offsetting the increase in the loss ratio was a decrease in losses related
to the automobile physical damage line of business due to a decrease in exposure.
Commissions and underwriting expenses decreased $0.4 million, or 8.2%, during the three month period ended June 30, 2023, and $2.1 million, or 20.0% during the six month period ended June 30,
2023, over the comparable periods in 2022. As a percentage of earned premiums, underwriting expenses were 24.5% in the three month period ended June 30, 2023, compared to 25.4% in the three month period ended June 30, 2022. For the six month
period ended June 30, 2023, this ratio decreased to 24.4% from 29.7% in the comparable period in 2022. The decrease in the expense ratio during the three month and six month periods ended June 30, 2023 was primarily due to American Southern’s
use of a variable commission structure with certain agents, which compensates the participating agents in relation to the loss ratios of the business they write. During periods in which the loss ratio decreases, commissions and underwriting
expenses will generally increase, and conversely, during periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease.
Bankers Fidelity
The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2023 and the comparable periods in
2022:
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
|
(Dollars in thousands)
|
|
Medicare supplement
|
|
$
|
33,606
|
|
|
$
|
37,276
|
|
|
$
|
67,858
|
|
|
$
|
75,247
|
|
Other health products
|
|
|
4,104
|
|
|
|
2,949
|
|
|
|
7,382
|
|
|
|
5,922
|
|
Life insurance
|
|
|
4,504
|
|
|
|
3,570
|
|
|
|
10,072
|
|
|
|
8,087
|
|
Gross earned premiums
|
|
|
42,214
|
|
|
|
43,795
|
|
|
|
85,312
|
|
|
|
89,256
|
|
Ceded premiums
|
|
|
(14,034
|
)
|
|
|
(15,499
|
)
|
|
|
(28,243
|
)
|
|
|
(31,222
|
)
|
Net earned premiums
|
|
|
28,180
|
|
|
|
28,296
|
|
|
|
57,069
|
|
|
|
58,034
|
|
Insurance benefits and losses incurred
|
|
|
15,817
|
|
|
|
18,713
|
|
|
|
33,617
|
|
|
|
39,404
|
|
Commissions and underwriting expenses
|
|
|
10,843
|
|
|
|
7,373
|
|
|
|
21,563
|
|
|
|
16,119
|
|
Total expenses
|
|
|
26,660
|
|
|
|
26,086
|
|
|
|
55,180
|
|
|
|
55,523
|
|
Underwriting income
|
|
$
|
1,520
|
|
|
$
|
2,210
|
|
|
$
|
1,889
|
|
|
$
|
2,511
|
|
Loss ratio
|
|
|
56.1
|
%
|
|
|
66.1
|
%
|
|
|
58.9
|
%
|
|
|
67.9
|
%
|
Expense ratio
|
|
|
38.5
|
|
|
|
26.1
|
|
|
|
37.8
|
|
|
|
27.8
|
|
Combined ratio
|
|
|
94.6
|
%
|
|
|
92.2
|
%
|
|
|
96.7
|
%
|
|
|
95.7
|
%
|
Net earned premium revenue at Bankers Fidelity decreased $0.1 million, or 0.4%, during the three month period ended June 30, 2023, and $1.0 million, or 1.7%, during the six month period ended
June 30, 2023, from the comparable periods in 2022. Gross earned premiums from the Medicare supplement line of business decreased $3.7 million, or 9.8%, during the three month period ended June 30, 2023, and $7.4 million, or 9.8%, during the six
month period ended June 30, 2023, due primarily to non-renewals exceeding the level of new business writings. Other health product premiums increased $1.2 million, or 39.2%, during the three month period ended June 30, 2023, and $1.5 million, or
24.7%, during the six month period ended June 30, 2023, over the comparable periods in 2022, primarily as a result of new sales of the company’s group health and individual cancer products. Gross earned premiums from the life insurance line of
business increased $0.9 million, or 26.2%, during the three month period ended June 30, 2023, and increased $2.0 million, or 24.5%, during the six month period ended June 30, 2023, over the comparable periods in 2022, primarily due to an increase
in the group life products premium. Partially offsetting this increase 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 $1.5 million, or 9.5%, during the three month period ended June 30, 2023 and $3.0 million, or 9.5%, during the six month period ended June 30, 2023, from the comparable periods in 2022. The
decrease in ceded premiums for the three month and six month periods ended June 30, 2023 was due to a decrease in Medicare supplement premiums subject to reinsurance.
Insurance benefits and losses incurred decreased $2.9 million, or 15.5%, during the three month period ended June 30, 2023, and $5.8 million, or 14.7%, during the six month period ended June 30,
2023, from the comparable periods in 2022. As a percentage of earned premiums, benefits and losses were 56.1% in the three month period ended June 30, 2023, compared to 66.1% in the three month period ended June 30, 2022. For the six month
period ended June 30, 2023, this ratio decreased to 58.9% from 67.9% in the comparable period in 2022. The decrease in the loss ratio for the three month and six month periods ended June 30, 2023 was primarily due to improved rate adequacy and a
decrease in the number of incurred claims within the Medicare supplement line of business. This decrease was marginally offset by increased loss ratios on the other health lines of business.
Commissions and underwriting expenses increased $3.5 million, or 47.1%, during the three month period ended June 30, 2023, and $5.4 million, or 33.8%, during the six month period ended June 30,
2023, over the comparable periods in 2022. As a percentage of earned premiums, underwriting expenses were 38.5% in the three month period ended June 30, 2023, compared to 26.1% in the three month period ended June 30, 2022. For the six month
period ended June 30, 2023, this ratio increased to 37.8% from 27.8% in the comparable period in 2022. The increase in the expense ratio for the three and six month periods ended June 30, 2023 was primarily due to an increase in administrative
costs related to the growth in the group lines of business, coupled with increased Medicare supplement servicing costs.
Net Investment Income and Realized Gains (Losses)
Investment income remained consistent during the three month period ended June 30, 2023, and increased $0.2 million, or 4.7%, during the six month period ended June 30, 2023, over the comparable
period in 2022. The increase in investment income in the six month period ended June 30, 2023, from the comparable periods in 2022, was primarily attributable to a rising interest rate environment which has contributed to an increase in income
received within the investment portfolio.
The Company had net realized investment gains of $0.1 million during the three month period ended June 30, 2023, compared to net realized investment losses of $0.1 million during the three month
period ended June 30, 2022. The Company had net realized investment gains of $0.1 during the six month period ended June 30, 2023 and net realized investment losses of $0.1 million during the six month period ended June 30, 2022. The net
realized investment gains during the three month and six month periods ended June 30, 2023 resulted primarily from the disposition of several of the Company’s investments in fixed maturity securities. The net realized investment losses during the
three month and six month periods ended June 30, 2022 resulted from the redemption of several of the Company’s investments in fixed maturity securities. Management continually evaluates the Company’s investment portfolio and makes adjustments for
impairments and/or divests investments as may be determined to be appropriate.
Unrealized Gains (Losses) on Equity Securities
Investments in equity securities are measured at fair value at the end of the reporting period, with any changes in fair value reported in net income during the period, with certain exceptions.
The Company recognized net unrealized gains on equity securities of $0.5 million during the three month period ended June 30, 2023 and unrealized losses on equity securities of $4.9 million during the three month period ended June 30, 2022. The
Company recognized net unrealized losses on equity securities of $1.9 million during the six month period ended June 30, 2023 and unrealized losses on equity securities of $2.7 million during the six month period ended June 30, 2022. 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 increased $0.4 million, or 94.9%, during the three month period ended June 30, 2023, and $0.8 million, or 102.7%, during the six month period ended June 30, 2023, from the
comparable periods in 2022. Changes in interest expense were primarily due to changes in the London Interbank Offered Rate (“LIBOR”), as the interest rates on the Company’s outstanding junior subordinated deferrable interest debentures (“Junior
Subordinated Debentures”) and the revolving credit facility are directly related to LIBOR. As expected, discontinuation of LIBOR occurred on June 30, 2023, which will affect the rates used in the Company’s credit arrangements after that date.
The U.S. Congress enacted the Adjustable Interest Rate LIBOR Act (the “LIBOR Act”) to address LIBOR’s cessation and the Board of Governors of the Federal Reserve System (the “Board”) has issued regulations, 12 C.F.R. Part 253, “Regulations
Implementing the Adjustable Interest Rate LIBOR Act (Regulation ZZ)” together with the LIBOR Act, constitute the “Federal LIBOR Legislation,” which relates to the LIBOR transition. The trustee and administrator of the Junior Subordinated
Debentures has informed the Company that according to these laws, they have replaced the LIBOR rate for the debentures with a benchmark replacement rate and applicable spread adjustment recommended by the Board. For more details about the LIBOR
transition see Note 7 (Credit Arrangements).
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 for the next 12 months and beyond.
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 June 30, 2023, the Parent had approximately $5.3 million of unrestricted cash and investments.
The Parent’s insurance subsidiaries reported statutory net income of $4.1 million for the six month period ended June 30, 2023, compared to statutory net income of $2.2 million for the six month
period ended June 30, 2022. Statutory results are impacted by the recognition of all costs of acquiring business. In periods in which the Company’s first year premiums increase, statutory results are generally lower than results determined under
GAAP. Statutory results for the Company’s property and casualty operations may differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs for financial reporting purposes. The Company’s life and health
operations’ statutory results may differ from GAAP results primarily due to the deferral of acquisition costs for financial reporting purposes, as well as the use of different reserving methods.
Over 90% of the invested assets of the Parent’s insurance subsidiaries are invested in marketable securities that can be converted into cash, if required; however, the use of such assets by the
Company is limited by state insurance regulations. Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings before
recognizing realized investment gains of the individual insurance subsidiaries. At June 30, 2023, American Southern had $52.0 million of statutory capital and surplus and Bankers Fidelity had $35.7 million of statutory capital and surplus. In
2023, dividend payments by the Parent’s insurance subsidiaries in excess of $8.7 million would require prior approval. Through June 30, 2023, the Parent received dividends of $3.6 million from its subsidiaries.
The Parent provides certain administrative and other services to each of its insurance subsidiaries. The amounts charged to and paid by the subsidiaries include reimbursements for various shared
services and other expenses incurred directly on behalf of the subsidiaries by the Parent. In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries. As a result of the Parent’s tax loss, it
is anticipated that the tax-sharing agreement will continue to provide the Parent with additional funds from profitable subsidiaries to assist in meeting its cash flow obligations.
The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and
investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures. The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are
callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%. At June 30, 2023, the effective interest rate was 9.45%.
As previously discussed, in Footnote 7 (Credit Arrangements) and in the Interest Expense section above, LIBOR was discontinued on June 30, 2023 and a new benchmark rate to be used after June 30, 2023, has been determined by the trustee and
administrator of the statutory trusts based on a benchmark replacement selected by the Board. The Benchmark Replacement that will be used is the Term Secured Overnight Financing Rate (“SOFR”) published by CME Group Benchmark Administration
Limited (“CME”) and provides an indicative, forward-looking measurement of the SOFR based on market expectations implied from leading derivatives markets. It has been determined that our contracts will be replaced with 3-month CME Term SOFR plus
applicable tenor spread of 0.26161 percent. The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust’s obligations with respect to the
trust preferred securities. Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on the related
trust preferred securities. As of June 30, 2023, the Company has not made such an election.
The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from
existing or potential future financing arrangements.
At June 30, 2023, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding. All of the shares of Series D Preferred Stock are held by an affiliate of the
Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the
option of the board of directors of the Company) and are cumulative. In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock,
subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the
Company’s option. The Series D Preferred Stock is not currently convertible. At June 30, 2023, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.2 million.
Bankers Fidelity Life Insurance Company (‘‘BFLIC”) is a member of the Federal Home Loan Bank of Atlanta (“FHLB”), for the primary purpose of enhancing financial flexibility. As a member, BFLIC
can obtain access to low-cost funding and also receive dividends on FHLB stock. The membership arrangement provides for credit availability of five percent of statutory admitted assets, or approximately $7.8 million, as of June 30, 2023.
Additional FHLB stock purchases may be required based upon the amount of funds borrowed from the FHLB. As of June 30, 2023, BFLIC has pledged bonds having an amortized cost of $7.5 million to the FHLB. BFLIC may be required to post additional
acceptable forms of collateral for any borrowings that it makes in the future from the FHLB. As of June 30, 2023, BFLIC does not have any outstanding borrowings from the FHLB.
On May 12, 2021, the Company entered into a Revolving Credit Agreement (the “Credit Agreement”) with Truist Bank as the lender (the “Lender”). The Credit Agreement provides for an unsecured $10.0
million revolving credit facility that matures on April 12, 2024. Under the Credit Agreement, the Company paid interest on the unpaid principal balance of outstanding revolving loans at the LIBOR Rate (as defined in the Credit Agreement) plus
2.00%, subject to a LIBOR floor rate of 1.00%. On June 28, 2023, the Company received notification from the Lender detailing replacement rates that would be used after the LIBOR cessation date of June 30, 2023, as provided in the Credit
Agreement. Please see Note 7 (Credit Agreements) for more details about the LIBOR replacement.
The Credit Agreement requires the Company to comply with certain covenants, including a debt to capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds 35%
of the Company’s consolidated capitalization at any time. The Credit Agreement also contains customary representations and warranties and events of default. Events of default include, among others, (a) the failure by the Company to pay any
amounts owed under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence of bankruptcy or insolvency events. Upon an event of default, the
Lender may, among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of June 30, 2023, the Company had outstanding borrowings of $3.0 million under the Credit
Agreement.
Cash and cash equivalents decreased from $28.9 million at December 31, 2022 to $24.2 million at June 30, 2023. The decrease in cash and cash equivalents during the six month period ended June 30,
2023 was primarily attributable to net cash used in operating activities of $4.9 million. Also contributing to the decrease in cash and cash equivalents was net cash used in investing activities of $0.7 million primarily as a result of investment
purchases exceeding investment sales and maturity of securities. Partially offsetting the decrease in cash and cash equivalents was net cash provided by financing activities of $1.0 million primarily as a result of proceeds from bank financing.
The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, borrowings under its credit
facilities or additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by regulatory authorities, which, if
implemented, would have a material adverse effect on the Company’s liquidity, capital resources or operations.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is
recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature,
can provide only reasonable assurance regarding management’s control objectives. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent
all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control
systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the intentional acts of one or more persons. The
design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be
expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible
errors or fraud may occur and may not be detected.
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, management, including the Chief
Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of that date due to a material weakness in internal control over financial reporting described below.
Material Weakness in Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial
reporting system has been designed to provide reasonable assurance regarding the reliability and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management recognizes that
there are inherent limitations in the effectiveness of any internal control system. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Furthermore, the application of any
evaluations of effectiveness on future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
As previously disclosed in Part II, Item 9A. “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, we identified certain deficiencies in
internal control that we believe rise to the level of a material weakness. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, management determined that certain process controls over the development, testing, and implementation of our
actuarial models used to estimate certain values in the Medicare supplement line of business within our life and health segment were not effective and the related management review controls did not operate at an appropriate level of precision to
identify anomalies in results timely enough to allow management to respond without delays in our financial reporting process for the quarter and year ended December 31, 2022 and the quarter ended March 31, 2023. Notwithstanding these
deficiencies, management believes that, as a result of the actions taken by management to address and correct these deficiencies prior to the completion and filing of the relevant periodic reports for those periods, and the effective operation of
other internal controls over financial reporting, the material weakness did not result in any identified material misstatements to our financial statements. As a result, there were no changes to any of our previously-released financial
statements.
Changes in Internal Control Over Financial Reporting
The Company has implemented changes in processes that include enhanced controls over the development, testing, and implementation of actuarial models, and additional controls over the reporting
of the financial information that is obtained from these models. Specifically, the Company has taken the following actions:
|
• |
Developed enhanced documentation of the product parameters and assumptions used in actuarial models and enhanced controls over their testing and implementation in the models.
|
|
• |
Improved reconciliations of the policyholder data between the source administrative systems and the actuarial models.
|
|
• |
Implemented additional controls over the reporting processes, including enhanced analytical procedures and establishing a second independent reviewer.
|
|
• |
Hired additional actuarial staff to assist with actuarial model implementation and actuarial valuation.
|
Except for the changes described above, which were initiated during the quarter ended December 31, 2022, and continued into the six months ending June 30, 2023, there were no changes in the
Company’s internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
No system of controls, no matter how well designed and implemented, can provide absolute assurance that the objectives of the system of controls are met. Furthermore, no evaluation of controls
can provide absolute assurance that all control issues and any instances of fraud within a company have been detected.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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 June 30, 2023.
Period
|
|
Total Number
of Shares
Purchased
|
|
|
Average
Price Paid
per Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
|
Maximum Number
of Shares that may
Yet be Purchased
Under the Plans
or Programs
|
|
April 1 – April 30, 2023
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
325,129
|
|
May 1 – May 31, 2023
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
325,129
|
|
June 1 – June 30, 2023
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
325,129
|
|
Total
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
|
|
Item 5. Other Information
None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2023, as such terms
are defined under Item 408(a) of Regulation S-K.
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101. INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
|
101. SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
101. CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
ATLANTIC AMERICAN CORPORATION
|
|
(Registrant)
|
|
|
|
|
|
Date: August 8, 2023
|
By:
|
/s/ J. Ross Franklin
|
|
|
|
J. Ross Franklin
|
|
|
Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
31