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Form 8-K ATLANTIC AMERICAN CORP For: Aug 12

August 12, 2022 2:38 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported)
August 12, 2022

ATLANTIC AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)

Georgia
0-3722
58-1027114
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4370 Peachtree Road, N.E., Atlanta, Georgia

30319
(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code
(404) 266-5500

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered
Common Stock, par value $1.00 per share

AAME

NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐



Item 2.02.
Results of Operations and Financial Condition

On August 12, 2022, Atlantic American Corporation (the “Registrant”) reported its results of operations for its second quarter ended June 30, 2022. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

(d)
Exhibits

Exhibit No.
Exhibit Description
Press release dated August 12, 2022
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.


SIGNATURES

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, hereunto duly authorized.


ATLANTIC AMERICAN CORPORATION




By:
/s/ J. Ross Franklin


J. Ross Franklin


Vice President, Chief Financial Officer and Secretary



Date:  August 12, 2022






Exhibit 99.1

ATLANTIC AMERICAN CORPORATION REPORTS
SECOND QUARTER RESULTS FOR 2022


Net income of $1.2 million for the six month period ended June 30, 2022

Operating income of $4.4 million for the six month period ended June 30, 2022

Insurance premiums increased $3.1 million, or 9.5%, within the property and casualty operations for the six month period ended June 30, 2022

ATLANTA, Georgia, August 12, 2022 - Atlantic American Corporation (Nasdaq- AAME) today reported net loss for the three month period ended June 30, 2022 of $1.7 million, or $0.09 per diluted share, as compared to net income of $3.0 million, or $0.14 per diluted share, for the comparable period in 2021.  For the six month period ended June 30, 2022, the Company reported net income of $1.2 million, or $0.05 per diluted share, as compared to net income of $2.5 million, or $0.11 per diluted share, for the comparable period in 2021.  The decrease in net income for the three month and six month periods ended June 30, 2022 was primarily attributable to fluctuations in market values of equity securities, resulting in a decrease in unrealized gains of $8.9 million and $7.4 million, respectively, over the comparable periods in 2021.

Operating income (as defined below) increased $3.1 million in the three month period ended June 30, 2022 from the three month period ended June 30, 2021.  For the six month period ended June 30, 2022, operating income increased $6.1 million from the comparable period in 2021.  The increase in operating income was primarily due to favorable loss experience in the life and health operations, resulting from an improvement in rate adequacy in the Medicare supplement line of business coupled with an increase in earned premium within the group lines of business.

Commenting on the results, Hilton H. Howell, Jr., Chairman, President and Chief Executive Officer, stated, “We are delighted to report the marked improvement in operating income for both the quarter and year to date.  Following a number of strategic rate adjustments within our Medicare supplement business, we are beginning to see meaningful improvements in the profitability of that line.  Our voluntary benefits division continues to gain ground in the marketplace and we’ve reached a new record in insurance premiums within our property and casualty operations.”

Atlantic American Corporation is an insurance holding company involved through its subsidiary companies in specialty markets of the life, health, and property and casualty insurance industries.  Its principal insurance subsidiaries are American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company.

Note regarding non-GAAP financial measure: Atlantic American Corporation presents its consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP).  However, from time to time, the Company may present, in its public statements, press releases and filings with the Securities and Exchange Commission, non-GAAP financial measures such as 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 income tax expense (benefit), 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 operating results (such as any realized and unrealized investment gains (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).  The financial data attached includes a reconciliation of operating income (loss) to net income (loss), the most comparable GAAP financial measure.  The Company’s definition of operating income (loss) may differ from similarly titled financial measures used by others.  This non-GAAP financial measure should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein, this press release contains forward-looking statements that involve a number of risks and uncertainties.  Actual results could differ materially from those indicated by such forward-looking statements due to a number of factors and risks, including those detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent statements and reports that Atlantic American Corporation files from time to time with the Securities and Exchange Commission.

For further information contact:
 
J. Ross Franklin
Hilton H. Howell, Jr.
Chief Financial Officer
Chairman, President & CEO
Atlantic American Corporation
Atlantic American Corporation
404-266-5580
404-266-5505


Atlantic American Corporation
Financial Data

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Unaudited; In thousands, except per share data)
 
2022
   
2021
   
2022
   
2021
 
Insurance premiums
                       
Life and health
 
$
28,296
   
$
28,771
   
$
58,034
   
$
58,246
 
Property and casualty
   
18,769
     
16,362
     
36,112
     
32,977
 
Insurance premiums, net
   
47,065
     
45,133
     
94,146
     
91,223
 
                                 
Net investment income
   
2,529
     
2,266
     
4,869
     
4,379
 
Realized investment gains (losses), net
   
(62
)
   
50
     
(72
)
   
171
 
Unrealized gains (losses) on equity securities, net
   
(4,866
)
   
4,003
     
(2,673
)
   
4,747
 
Other income
   
3
     
5
     
7
     
12
 
                                 
Total revenue
   
44,669
     
51,457
     
96,277
     
100,532
 
                                 
Insurance benefits and losses incurred
                               
Life and health
   
18,713
     
21,546
     
39,404
     
43,069
 
Property and casualty
   
14,040
     
10,157
     
24,518
     
21,906
 
Commissions and underwriting expenses
   
10,215
     
12,179
     
23,051
     
24,743
 
Interest expense
   
414
     
347
     
768
     
693
 
Other expense
   
3,402
     
3,474
     
6,855
     
6,914
 
                                 
Total benefits and expenses
   
46,784
     
47,703
     
94,596
     
97,325
 
                                 
Income (loss) before income taxes
   
(2,115
)
   
3,754
     
1,681
     
3,207
 
Income tax expense (benefit)
   
(436
)
   
792
     
518
     
676
 
                                 
Net income (loss)
 
$
(1,679
)
 
$
2,962
   
$
1,163
   
$
2,531
 
                                 
Earnings (loss) per common share (basic)
 
$
(0.09
)
 
$
0.14
   
$
0.05
   
$
0.11
 
Earnings (loss) per common share (diluted)
 
$
(0.09
)
 
$
0.14
   
$
0.05
   
$
0.11
 
                                 
Reconciliation of Non-GAAP Financial Measure
                               
                                 
Net income (loss)
 
$
(1,679
)
 
$
2,962
   
$
1,163
   
$
2,531
 
Income tax expense (benefit)
   
(436
)
   
792
     
518
     
676
 
Realized investment (gains) losses, net
   
62
     
(50
)
   
72
     
(171
)
Unrealized (gains) losses on equity securities, net
   
4,866
     
(4,003
)
   
2,673
     
(4,747
)
                                 
Non-GAAP Operating income (loss)
 
$
2,813
   
$
(299
)
 
$
4,426
   
$
(1,711
)

Selected Balance Sheet Data
  
June 30,
2022
     
December 31,
2021
  
             
Total cash and investments
 
$
259,845
   
$
308,195
 
Insurance subsidiaries
   
254,032
     
302,302
 
Parent and other
   
5,813
     
5,893
 
Total assets
   
379,274
     
402,286
 
Insurance reserves and policyholder funds
   
211,874
     
201,797
 
Debt
   
34,738
     
33,738
 
Total shareholders' equity
   
109,101
     
141,286
 
Book value per common share
   
5.08
     
6.66
 
Statutory capital and surplus
               
Life and health
   
35,946
     
38,625
 
Property and casualty
   
52,534
     
52,724
 





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