Item 2.
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 nine month periods ended September 30, 2024. This discussion should be read in conjunction with the unaudited condensed consolidated financial statements
and notes thereto included elsewhere herein, as well as with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).
Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance
Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company (together known as “Bankers Fidelity”). Each operating company is managed
separately, offers different products and is evaluated on its individual performance.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions
that affect reported amounts and related disclosures. Actual results could differ significantly from those estimates. The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of
variability. The Company’s critical accounting policies and the resultant estimates considered most significant by management are disclosed in the 2023 Annual Report. Except as disclosed in Note 1 of Notes to Condensed Consolidated Financial
Statements, the Company’s critical accounting policies are consistent with those disclosed in the 2023 Annual Report.
Overall Corporate Results
The following presents the Company’s revenue, expenses and net income (loss) for the three month and nine month periods ended September 30, 2024 and the comparable periods in 2023:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums, net
|
|
$
|
43,782
|
|
|
$
|
43,746
|
|
|
$
|
133,327
|
|
|
$
|
135,906
|
|
Net investment income
|
|
|
2,477
|
|
|
|
2,325
|
|
|
|
7,449
|
|
|
|
7,425
|
|
Realized investment gains, net
|
|
|
4
|
|
|
|
—
|
|
|
|
17
|
|
|
|
70
|
|
Unrealized losses on equity securities, net
|
|
|
(1,746
|
)
|
|
|
(1,486
|
)
|
|
|
(1,617
|
)
|
|
|
(3,367
|
)
|
Other income
|
|
|
2
|
|
|
|
6
|
|
|
|
8
|
|
|
|
14
|
|
Total revenue
|
|
|
44,519
|
|
|
|
44,591
|
|
|
|
139,184
|
|
|
|
140,048
|
|
Insurance benefits and losses incurred
|
|
|
30,760
|
|
|
|
26,818
|
|
|
|
94,492
|
|
|
|
86,643
|
|
Commissions and underwriting expenses
|
|
|
11,490
|
|
|
|
11,064
|
|
|
|
35,740
|
|
|
|
36,830
|
|
Interest expense
|
|
|
869
|
|
|
|
850
|
|
|
|
2,591
|
|
|
|
2,407
|
|
Other expense
|
|
|
3,854
|
|
|
|
3,721
|
|
|
|
12,170
|
|
|
|
11,631
|
|
Total benefits and expenses
|
|
|
46,973
|
|
|
|
42,453
|
|
|
|
144,993
|
|
|
|
137,511
|
|
Income (loss) before income taxes
|
|
$
|
(2,454
|
)
|
|
$
|
2,138
|
|
|
$
|
(5,809
|
)
|
|
$
|
2,537
|
|
Net income (loss)
|
|
$
|
(1,998
|
)
|
|
$
|
1,759
|
|
|
$
|
(4,680
|
)
|
|
$
|
2,057
|
|
In addition to measures of operating performance determined in accordance with GAAP, management also considers and evaluates performance by analyzing the non-GAAP measure operating income (loss).
We define operating income (loss) as net income (loss) excluding: (i) income tax expense (benefit); (ii) realized investment (gains) losses, net; and (iii) unrealized (gains) losses on equity securities, net. Management believes operating income
(loss) 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 (loss) for the three month and nine month periods ended September 30, 2024 and the comparable periods in 2023 is as follows:
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
Reconciliation of Non-GAAP Financial Measure
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
|
(In thousands)
|
|
Net income (loss)
|
|
$
|
(1,998
|
)
|
|
$
|
1,759
|
|
|
$
|
(4,680
|
)
|
|
$
|
2,057
|
|
Income tax expense (benefit)
|
|
|
(456
|
)
|
|
|
379
|
|
|
|
(1,129
|
)
|
|
|
480
|
|
Realized investment gains, net
|
|
|
(4
|
)
|
|
|
—
|
|
|
|
(17
|
)
|
|
|
(70
|
)
|
Unrealized losses on equity securities, net
|
|
|
1,746
|
|
|
|
1,486
|
|
|
|
1,617
|
|
|
|
3,367
|
|
Non-GAAP operating income (loss)
|
|
$
|
(712
|
)
|
|
$
|
3,624
|
|
|
$
|
(4,209
|
)
|
|
$
|
5,834
|
|
On a consolidated basis, the Company had net loss of $2.0 million, or $(0.10) per diluted share, for the three month period ended September 30, 2024, compared to net income of $1.8 million, or
$0.08 per diluted share, for the three month period ended September 30, 2023. The Company had net loss of $4.7 million, or $(0.24) per diluted share, for the nine month period ended September 30, 2024, compared to net income of $2.1 million, or
$0.09 per diluted share, for the nine month period ended September 30, 2023. The increase in net loss for the three month and nine month periods ended September 30, 2024 was primarily the result of unfavorable loss experience in the life and
health operations due to an increase in incurred losses in the group life and Medicare supplement lines of business, as well as in the property and casualty operations due to the frequency and severity of claims in the automobile liability line of
business, from the comparable periods in 2023.
For the three month period ended September 30, 2024, premium revenue increased slightly to $43.8 million from $43.7 million in the comparable period in 2023. For the nine month period ended
September 30, 2024, premium revenue decreased $2.6 million, or 1.9%, to $133.3 million from $135.9 million in the comparable period in 2023. The decrease in premium revenue during the nine month period ended September 30, 2024 was primarily
attributable to a decrease in the Medicare supplement insurance premiums in the life and health operations.
Operating income decreased $4.3 million in the three month period ended September 30, 2024 from the three month period ended September 30, 2023. For the nine month period ended September 30, 2024,
operating income decreased $10.0 million from the comparable period in 2023. The decrease in operating income for the three month and nine month periods ended September 30, 2024 was primarily the result of an unfavorable loss experience in the
life and health operations due to an increase in incurred losses in the group life and Medicare supplement lines of business, as previously mentioned. Also contributing to the decrease in operating income was an unfavorable loss experience in the
property and casualty operations due to the frequency and severity of claims in the automobile liability line of business, as previously mentioned, as well as in the automobile physical damage line of business.
A more detailed analysis of the individual operating segments and other corporate activities follows.
American Southern
The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month and nine month periods ended September 30, 2024 and the comparable periods in
2023:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
|
|
(Dollars in thousands)
|
|
Gross written premiums
|
|
$
|
8,533
|
|
|
$
|
10,860
|
|
|
$
|
53,502
|
|
|
$
|
58,365
|
|
Ceded premiums
|
|
|
(1,435
|
)
|
|
|
(1,501
|
)
|
|
|
(4,393
|
)
|
|
|
(4,476
|
)
|
Net written premiums
|
|
$
|
7,098
|
|
|
$
|
9,359
|
|
|
$
|
49,109
|
|
|
$
|
53,889
|
|
Net earned premiums
|
|
$
|
16,214
|
|
|
$
|
16,571
|
|
|
$
|
51,636
|
|
|
$
|
51,662
|
|
Insurance benefits and losses incurred
|
|
|
13,984
|
|
|
|
11,881
|
|
|
|
41,025
|
|
|
|
38,089
|
|
Commissions and underwriting expenses
|
|
|
3,826
|
|
|
|
4,335
|
|
|
|
11,911
|
|
|
|
12,906
|
|
Underwriting income (loss)
|
|
$
|
(1,596
|
)
|
|
$
|
355
|
|
|
$
|
(1,300
|
)
|
|
$
|
667
|
|
Loss ratio
|
|
|
86.2
|
%
|
|
|
71.7
|
%
|
|
|
79.5
|
%
|
|
|
73.7
|
%
|
Expense ratio
|
|
|
23.6
|
|
|
|
26.2
|
|
|
|
23.1
|
|
|
|
25.0
|
|
Combined ratio
|
|
|
109.8
|
%
|
|
|
97.9
|
%
|
|
|
102.6
|
%
|
|
|
98.7
|
%
|
Gross written premiums at American Southern decreased $2.3 million, or 21.4%, during the three month period ended September 30, 2024 and decreased $4.9 million, or 8.3%, during the nine month
period ended September 30, 2024, from the comparable periods in 2023. The decrease in gross written premiums during the three month and nine month periods ended September 30, 2024 was primarily attributable to the decrease in premiums written in
the automobile liability line of business due to the non-renewal of a program, as well as a decrease in premiums written in the automobile physical damage line of business due to a decline in demand within the trucking industry. Also contributing
to the decrease in gross written premiums was a decrease in premiums written in the surety line of business due to construction slowdowns in certain regions.
Ceded premiums decreased $0.1 million, or 4.4%, during the three month period ended September 30, 2024 and decreased $0.1 million, or 1.9%, during the nine month period ended September 30, 2024,
from the comparable periods in 2023. American Southern’s ceded premiums are typically determined as a percentage of earned premiums and generally fluctuate as earned premiums increase or decrease or retentions levels change.
The following presents American Southern’s net earned premiums by line of business for the three month and nine month periods ended September 30, 2024 and the comparable periods in 2023:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
|
|
(In thousands)
|
|
Automobile liability
|
|
$
|
9,659
|
|
|
$
|
9,455
|
|
|
$
|
31,311
|
|
|
$
|
29,270
|
|
Automobile physical damage
|
|
|
3,056
|
|
|
|
3,534
|
|
|
|
9,678
|
|
|
|
11,574
|
|
General liability
|
|
|
1,529
|
|
|
|
1,399
|
|
|
|
4,550
|
|
|
|
4,250
|
|
Surety
|
|
|
1,377
|
|
|
|
1,592
|
|
|
|
4,336
|
|
|
|
4,696
|
|
Other lines
|
|
|
593
|
|
|
|
591
|
|
|
|
1,761
|
|
|
|
1,872
|
|
Total
|
|
$
|
16,214
|
|
|
$
|
16,571
|
|
|
$
|
51,636
|
|
|
$
|
51,662
|
|
Net earned premiums decreased $0.4 million, or 2.2%, during the three month period ended September 30, 2024, and decreased slightly during the nine month period ended September 30, 2024, over the
comparable periods in 2023. The decrease in net earned premiums during the three month and nine month periods ended September 30, 2024 was primarily attributable to a decrease in earned premiums in the automobile physical damage line of business
due to a decline in demand within the trucking industry as previously mentioned. Premiums are earned ratably over their respective policy terms, and therefore premiums earned in the current year are related to policies written during both the
current year and immediately preceding year.
The performance of an insurance company is often measured by its combined ratio. The combined ratio represents the percentage of losses, loss adjustment expenses and other expenses that are
incurred for each dollar of premium earned by the company. A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an underwriting loss. The combined ratio is divided into two components, the
loss ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).
Insurance benefits and losses incurred at American Southern increased $2.1 million, or 17.7%, during the three month period ended September 30, 2024, and increased $2.9 million, or 7.7%, during the
nine month period ended September 30, 2024, over the comparable periods in 2023. As a percentage of earned premiums, insurance benefits and losses incurred were 86.2% in the three month period ended September 30, 2024, compared to 71.7% in the
three month period ended September 30, 2023. For the nine month period ended September 30, 2024, this ratio increased to 79.5% from 73.7% in the comparable period in 2023. The increase in the loss ratio during the three month and nine month
periods ended September 30, 2024 was mainly due to an increase in the frequency and severity of claims in the automobile liability line of business. Partially offsetting the increase in the loss ratio was a decrease in the general liability line
of business due to favorable reserve development, as a well as a decrease in loss adjustment expenses related to a decline in claims costs.
Commissions and underwriting expenses decreased $0.5 million, or 11.7%, during the three month period ended September 30, 2024, and $1.0 million, or 7.7% during the nine month period ended
September 30, 2024, over the comparable periods in 2023. As a percentage of earned premiums, underwriting expenses were 23.6% in the three month period ended September 30, 2024, compared to 26.2% in the three month period ended September 30, 2023.
For the nine month period ended September 30, 2024, this ratio decreased to 23.1% from 25.0% in the comparable period in 2023. The decrease in the expense ratio during the three month and nine month periods ended September 30, 2024 was primarily
due to American Southern’s use of a variable commission structure with certain agents, which compensates the participating agents in relation to the loss ratios of the business they write. During periods in which the loss ratio decreases,
commissions and underwriting expenses will generally increase, and conversely, during periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease. During the three month and nine month periods ended
September 30, 2024, variable commissions at American Southern decreased by $0.3 million and $0.9 million, respectively, from the comparable periods in 2023 due to an unfavorable loss experience from accounts subject to variable commissions.
Bankers Fidelity
The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month and nine month periods ended September 30, 2024 and the comparable periods
in 2023:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
|
|
(Dollars in thousands)
|
|
Medicare supplement
|
|
$
|
31,238
|
|
|
$
|
32,957
|
|
|
$
|
93,408
|
|
|
$
|
100,815
|
|
Other health products
|
|
|
4,249
|
|
|
|
3,525
|
|
|
|
11,697
|
|
|
|
10,907
|
|
Life insurance
|
|
|
5,385
|
|
|
|
4,619
|
|
|
|
16,124
|
|
|
|
14,691
|
|
Gross earned premiums
|
|
|
40,872
|
|
|
|
41,101
|
|
|
|
121,229
|
|
|
|
126,413
|
|
Ceded premiums
|
|
|
(13,304
|
)
|
|
|
(13,926
|
)
|
|
|
(39,538
|
)
|
|
|
(42,169
|
)
|
Net earned premiums
|
|
|
27,568
|
|
|
|
27,175
|
|
|
|
81,691
|
|
|
|
84,244
|
|
Insurance benefits and losses incurred
|
|
|
16,776
|
|
|
|
14,937
|
|
|
|
53,467
|
|
|
|
48,554
|
|
Commissions and underwriting expenses
|
|
|
9,980
|
|
|
|
8,810
|
|
|
|
30,756
|
|
|
|
30,373
|
|
Total expenses
|
|
|
26,756
|
|
|
|
23,747
|
|
|
|
84,223
|
|
|
|
78,927
|
|
Underwriting income (loss)
|
|
$
|
812
|
|
|
$
|
3,428
|
|
|
$
|
(2,532
|
)
|
|
$
|
5,317
|
|
Loss ratio
|
|
|
60.9
|
%
|
|
|
55.0
|
%
|
|
|
65.5
|
%
|
|
|
57.6
|
%
|
Expense ratio
|
|
|
36.2
|
|
|
|
32.4
|
|
|
|
37.6
|
|
|
|
36.1
|
|
Combined ratio
|
|
|
97.1
|
%
|
|
|
87.4
|
%
|
|
|
103.1
|
%
|
|
|
93.7
|
%
|
Net earned premium revenue at Bankers Fidelity increased $0.4 million, or 1.4%, during the three month period ended September 30, 2024, and decreased $2.6 million, or 3.0%, during the nine month
period ended September 30, 2024, from the comparable periods in 2023. Gross earned premiums from the Medicare supplement line of business decreased $1.7 million, or 5.2%, during the three month period ended September 30, 2024, and $7.4 million, or
7.3%, during the nine month period ended September 30, 2024, due primarily to non-renewals exceeding the level of new business writings. Other health product premiums increased $0.7 million, or 20.5%, during the three month period ended September
30, 2024, and $0.8 million, or 7.2%, during the nine month period ended September 30, 2024, over the comparable periods in 2023, primarily due to new sales. Gross earned premiums from the life insurance line of business increased $0.8 million, or
16.6%, during the three month period ended September 30, 2024, and $1.4 million, or 9.8%, during the nine month period ended September 30, 2024, over the comparable periods in 2023, 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. Ceded premiums
decreased $0.6 million, or 4.5%, during the three month period ended September 30, 2024 and $2.6 million, or 6.2%, during the nine month period ended September 30, 2024, from the comparable periods in 2023. The decrease in ceded premiums for the
three month and nine month periods ended September 30, 2024 was due to a decrease in Medicare supplement premiums subject to reinsurance.
Insurance benefits and losses incurred increased $1.8 million, or 12.3%, during the three month period ended September 30, 2024, and increased $4.9 million, or 10.1%, during the nine month period
ended September 30, 2024, from the comparable periods in 2023. As a percentage of earned premiums, benefits and losses were 60.9% in the three month period ended September 30, 2024, compared to 55.0% in the three month period ended September 30,
2023. For the nine month period ended September 30, 2024, this ratio increased to 65.5% from 57.6% in the comparable period in 2023. The increase in the loss ratio for the three month and nine month periods ended September 30, 2024 was primarily
due to an increase in reserves in the group life line of business, as well as an increase in paid claims in relation to premiums within the Medicare supplement line of business.
Commissions and underwriting expenses increased $1.2 million, or 13.3%, during the three month period ended September 30, 2024, and increased $0.4 million, or 1.3%, during the nine month period
ended September 30, 2024, over the comparable periods in 2023. As a percentage of earned premiums, underwriting expenses were 36.2% in the three month period ended September 30, 2024, compared to 32.4% in the three month period ended September 30,
2023. For the nine month period ended September 30, 2024, this ratio increased to 37.6% from 36.1% in the comparable period in 2023. The increase in the expense ratio for the three month period ended September 30, 2024 was primarily due to an
increase in administrative costs related to the growth in the group lines of business. Partially offsetting the increase in the expense ratio was a decrease in commission expenses in the group life line of business, coupled with a decrease in
the Medicare supplement line of business as a result of non-renewals exceeding the level of new business writings, as previously mentioned.
Net Investment Income and Realized Gains
Investment income increased $0.2 million, or 6.5%, during the three month period ended September 30, 2024, and increased slightly during the nine month period ended September 30, 2024, over the
comparable periods in 2023. The increase in investment income in the three month and nine month periods ended September 30, 2024, from the comparable periods in 2023, was primarily attributable to a net loss in a certain investment within the
Company's limited liability companies of $0.3 million in the three month and nine month periods ended September 30, 2023, which did not occur in the comparable periods in 2024.
The Company had net realized investment gains of less than $0.1 million during the three month period ended September 30, 2024, compared to no net realized investment gains during the three month
period ended September 30, 2023. The Company had net realized investment gains of less than $0.1 million during the nine month period ended September 30, 2024 and net realized investment gains of $0.1 million during the nine month period ended
September 30, 2023. The net realized investment gains during the three month and nine month periods ended September 30, 2023 resulted primarily 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 credit losses and/or divests investments as may be determined to be appropriate.
Unrealized Losses on Equity Securities
Investments in equity securities are measured at fair value at the end of the reporting period, with any changes in fair value reported in net income during the period. The Company recognized net
unrealized losses on equity securities of $1.7 million during the three month period ended September 30, 2024 and unrealized losses on equity securities of $1.5 million during the three month period ended September 30, 2023. The Company recognized
net unrealized losses on equity securities of $1.6 million during the nine month period ended September 30, 2024 and unrealized losses on equity securities of $3.4 million during the nine month period ended September 30, 2023. Changes in
unrealized losses on equity securities for the applicable periods are the result of fluctuations in the market value of the Company’s equity securities.
Interest Expense
Interest expense increased slightly during the three month period ended September 30, 2024, and $0.2 million, or 7.6%, during the nine month period ended September 30, 2024, from the comparable
periods in 2023. Changes in interest expense were primarily due to changes in the Secured Overnight Financing Rate (“SOFR”) published by CME Group Benchmark Administration Limited, as the interest rates on the Company’s outstanding junior
subordinated deferrable interest debentures (“Junior Subordinated Debentures”) and the revolving credit facility utilize SOFR as the reference rate.
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
September 30, 2024, the Parent had approximately $7.4 million of unrestricted cash and investments.
The Parent’s insurance subsidiaries reported statutory net income of $2.0 million for the nine month period ended September 30, 2024, compared to statutory net income of $8.9 million for the nine
month period ended September 30, 2023. Statutory results are impacted by the recognition of all costs of acquiring business. In periods in which the Company’s first year premiums increase, statutory results are generally lower than results
determined under GAAP. Statutory results for the Company’s property and casualty operations may differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs for financial reporting purposes. The Company’s life
and health operations’ statutory results may differ from GAAP results primarily due to the deferral of acquisition costs for financial reporting purposes, as well as the use of different reserving methods.
Over 90% of the invested assets of the Parent’s insurance subsidiaries are invested in marketable securities that can be converted into cash, if required; however, the use of such assets by the
Company is limited by state insurance regulations. Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings before
recognizing realized investment gains of the individual insurance subsidiaries. At September 30, 2024, American Southern had $50.4 million of statutory capital and surplus and Bankers Fidelity had $31.0 million of statutory capital and surplus. In
2024, dividend payments by the Parent’s insurance subsidiaries in excess of $8.8 million would require prior approval. Through September 30, 2024, the Parent received dividends of $8.1 million from its subsidiaries.
The Parent provides certain administrative and other services to each of its insurance subsidiaries. The amounts charged to and paid by the subsidiaries include reimbursements for various shared
services and other expenses incurred directly on behalf of the subsidiaries by the Parent. In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries. As a result of the Parent’s tax loss, it is
anticipated that the tax-sharing agreement will continue to provide the Parent with additional funds from profitable subsidiaries to assist in meeting its cash flow obligations.
The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and
investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures. The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are
callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of 3-month CME Term SOFR plus applicable tenor spread of 0.26161% plus an applicable margin. The margin ranges from 4.00% to 4.10%. At September
30, 2024, the effective interest rate was 9.39%. 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 September 30, 2024, the Company has not made such an election.
The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from existing
or potential future financing arrangements.
At September 30, 2024, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding. All of the shares of Series D Preferred Stock are held by an affiliate of
the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the
option of the board of directors of the Company) and are cumulative. In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock, subject
to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s option.
The Series D Preferred Stock is not currently convertible. At September 30, 2024, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.3 million.
Bankers Fidelity Life Insurance Company (''BFLIC") is a member of the Federal Home Loan Bank of Atlanta ("FHLB"), for the primary purpose of enhancing financial flexibility. As a member, BFLIC can
obtain access to low-cost funding and also receive dividends on FHLB stock. The membership arrangement provides for credit availability of five percent of statutory admitted assets, or approximately $8.2 million, as of September 30, 2024.
Additional FHLB stock purchases may be required based upon the amount of funds borrowed from the FHLB. As of September 30, 2024, BFLIC has pledged bonds having an amortized cost of $9.3 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 September 30, 2024, BFLIC does not have any outstanding borrowings from the FHLB.
On May 12, 2021, the Company entered into a Revolving Credit Agreement with Truist Bank as the lender (the “Lender”). The Revolving Credit Agreement provides for an unsecured $10.0 million revolving credit facility
that originally matured on April 12, 2024. On March 22, 2024, the Company entered into a First Amendment (the "Amendment") to its Revolving Credit Agreement (as amended, the “Credit Agreement”) with the Lender. The Amendment, among other things,
(a) updates the interest rate provisions to memorialize that the Company pays interest on the unpaid principal balance of outstanding revolving loans at the Adjusted Term SOFR rate (as defined in the Credit Agreement), plus 2.00%, (b) extends the
maturity date of the revolving credit facility to March 22, 2027, (c) requires the monthly payment of an unused commitment fee of 0.2% of the unused facility amount, and (d) requires that the Company maintain a consolidated net worth of not less
than $64.2 million. Except as modified by the Amendment, the existing terms of the original Credit Agreement remain in effect.
The Credit Agreement requires the Company to comply with certain covenants, including a debt to capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds 35% of
the Company’s consolidated capitalization at any time and maintaining a minimum consolidated net worth, as previously mentioned. The Credit Agreement also contains customary representations and warranties and events of default. Events of default
include, among others, (a) the failure by the Company to pay any amounts owed under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence of
bankruptcy or insolvency events. Upon an event of default, the Lender may, among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of September 30, 2024 and
December 31, 2023, the Company had outstanding borrowings of $4.0 and $3.0 million, respectively, under the Credit Agreement.
Cash and cash equivalents decreased from $28.3 million at December 31, 2023 to $23.0 million at September 30, 2024. The decrease in cash and cash equivalents during the nine month period ended
September 30, 2024 was primarily attributable to net cash used in operating activities of $4.8 million. Also contributing to the decrease in cash and cash equivalents was net cash used in investing activities of $1.0 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 $0.6 million primarily as a result of proceeds from bank
financing.
The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, borrowings under its credit
facilities or additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by regulatory authorities, which, if
implemented, would have a material adverse effect on the Company’s liquidity, capital resources or operations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only
reasonable assurance regarding management’s control objectives. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent all possible errors
or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the intentional acts of one or more persons. The design of any system of
controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate
effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may
occur and may not be detected.
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, management, including the Chief
Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of that date due to a material weakness in internal control over financial reporting described below.
Remediation of Material Weakness in Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial reporting
system has been designed to provide reasonable assurance regarding the reliability and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management recognizes that there are
inherent limitations in the effectiveness of any internal control system. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Furthermore, the application of any evaluations of
effectiveness on future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
As previously disclosed in Part II, Item 9A. “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, we identified certain deficiencies in
internal control that we believe rise to the level of a material weakness. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, management determined that the design of the controls surrounding the process of reviewing insurance reserves and
deferred acquisition costs within the Company’s life and health segment was not effective. This deficiency in design did not enable the timely detection of anomalies in these values at the level of precision necessary to detect misstated values
that may be material.
Notwithstanding these deficiencies, management believes that, as a result of the actions taken by management to address and correct these deficiencies prior to the completion and filing of the
relevant periodic reports for those periods, and the effective operation of other internal controls over financial reporting, the material weakness did not result in any identified material misstatements to our financial statements. As a result,
there were no changes to any of our previously-released financial statements.
The Company is currently in the process of remediating the material weakness as described above, which remediation efforts began in the quarter ended March 31, 2024, and continued through the
quarter ended September 30, 2024. During the quarter ended September 30, 2024, management instituted a systematic review of the components of underwriting income for the Company’s life products. An array of analytical reports designed to help
identify potential anomalous actuarial values for these products was implemented during the quarter ended September 30, 2024, and is a key component of this review. Based on this review, management did not identify any material misstatement in the
Company’s financial statements.
The Company has continued the development of a system to perform calculations independently of the actuarial models. This system is intended to verify that the product parameters and actuarial
assumptions are properly reflected in the reported values. It is currently expected that this system will be operational by December 31, 2024.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II.
OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
On October 31, 2016, the Board of Directors of the Company approved a plan that allows for the repurchase of up to 750,000 shares of the Company's common stock (the "Repurchase Plan") on the open
market or in privately negotiated transactions, as determined by an authorized officer of the Company. Any such repurchases can be made from time to time in accordance with applicable securities laws and other requirements.
During the three month period ending September 30, 2024 no purchases of common stock of the Company were made by or on behalf of the Company pursuant to the Repurchase Plan. The maximum number of
shares that may yet be purchased under the Repurchase Plan was 325,129 as of September 30, 2024.
On May 24, 2022, the Company’s shareholders approved the 2022 Equity and Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan authorizes the grant of up to 3,000,000 stock options, stock
appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other awards, and succeeded the 2012 Plan for the purpose of providing the Company’s non-employee directors, consultants, officers and other
employees incentives and rewards for performance and service.
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 ending September 30, 2024.
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
|
|
July 1 – July 31, 2024
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
325,129
|
|
August 1 – August 31, 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
325,129
|
|
September 1 – September 30, 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
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 September 30, 2024, 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: November 12, 2024
|
By:
|
/s/ J. Ross Franklin
|
|
|
|
J. Ross Franklin
|
|
|
Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|