UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2022
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 0-3722
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number, including area code) (404 ) 266-5500
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b). □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal
quarter, was $10,809,906 . For purposes hereof, beneficial ownership is determined under rules adopted pursuant to Section 13 of the
Securities Exchange Act of 1934, and the foregoing excludes value ascribed to common stock that may be deemed beneficially owned by the directors and executive officers, and 10% or greater stockholders, of the registrant, some of whom may not be
deemed to be affiliates upon judicial determination. On June 12, 2023, there were 20,404,699 of the registrant’s common stock, par
value $1.00 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART I
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Item 1.
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2
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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22
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Item 9.
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Item 9A.
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Item 9B.
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54
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Item 9C.
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54
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PART III
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Item 10.
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55
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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As disclosed in the Company’s Form 12b-25 filed on April 3, 2023 and Form 12b-25 filed on May 22, 2023, the Company was unable to file its Annual Report on Form 10-K for the year ended December 31, 2022 (this “Form
10-K”), and its Quarterly Report on Form 10-Q for the three month period ended March 31, 2023 (the “Form 10-Q”), respectively, within the prescribed time periods because the Company required additional time to finalize its actuarial valuation
procedures and related financial statement balances within the Company’s life and health segment, Bankers Fidelity. The need for additional time resulted from a change in the systems used to perform the actuarial valuations, as further described
below.
During the fourth quarter of 2022, Bankers Fidelity commenced a conversion of the actuarial valuation system for its Medicare
Supplement line of business. In connection with the implementation of the new system, parallel valuation procedures were performed using the new system (the “New System”) and were compared to the legacy system (the “Legacy System”) for
historical periods. As part of that process, the Company concluded that additional time was required in order to undertake and finalize analyses of the valuation procedures, assumptions and results, and the related financial statement balances.
Due to the scope of the review and the time and effort required to complete the implementation of the New System and analyze the resulting valuations, the Company was unable to timely file this Form 10-K and the Form 10-Q.
After the Company completed the implementation of the New System and the associated valuation procedures and analyses during the first
half of 2023, the Company was able to complete the preparation of its financial statements and this Form 10-K and the Form 10-Q, respectively, which are being filed concurrently on the date hereof, and there were no changes to any of the
Company’s historical financial statements. In connection with the foregoing, and the related evaluations of the Company’s internal control over
financial reporting, the Company’s management identified certain deficiencies in internal control that management believes rise to the level of a material
weakness, and management took steps to implement changes to remediate those deficiencies during the periods covered by this Form 10-K and the Form 10-Q, all as described under Part II, Item 9A. “Controls and Procedures” in this Form 10-K.
FORWARD-LOOKING STATEMENTS
Certain of the statements contained or incorporated by reference herein are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are all
statements other than those of historical fact. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934, and include estimates and assumptions related to, among other things, general economic, competitive, operational and legislative developments, expectations and trends. Forward-looking statements are inherently
subject to risks and uncertainties which are, in many instances, beyond the Company’s control and have been made based upon management’s current expectations and beliefs concerning future developments and their potential effect upon the Company.
There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Actual results could differ materially from
those expressed by forward-looking statements, depending on the occurrence or outcome of various factors. These factors include, among others: the effects of macroeconomic conditions and general economic uncertainty; unexpected developments in the
health care or insurance industries affecting providers or individuals, including the cost or availability of services, or the tax consequences related thereto; disruption to the financial markets; unanticipated increases in the rate, number and
amounts of claims outstanding; our ability to remediate the identified material weakness in our internal control over financial reporting; the level of performance of reinsurance companies under reinsurance contracts and the availability, pricing
and adequacy of reinsurance to protect the Company against losses; changes in the stock markets, interest rates or other financial markets, including the potential effect on the Company’s statutory capital levels; the uncertain effect on the
Company of regulatory and market-driven changes in practices relating to the payment of incentive compensation to brokers, agents and other producers; the potential impact of public health emergencies, such as COVID-19; the incidence and severity
of catastrophes, both natural and man-made; the possible occurrence of terrorist attacks; stronger than anticipated competitive activity; unfavorable judicial or legislative developments; the potential effect of regulatory developments, including
those which could increase the Company’s business costs and required capital levels; the Company’s ability to distribute its products through distribution channels, both current and future; the uncertain effect of emerging claim and coverage
issues; the effect of assessments and other surcharges for guaranty funds and other mandatory pooling arrangements; and risks related to cybersecurity matters, such as breaches of our computer network or the loss of unauthorized access to the data
we maintain. As a result, undue reliance should not be placed upon forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements as a result of subsequent developments, changes in underlying
assumptions or facts or otherwise, except as may be required by law.
PART I
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Business
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Atlantic American Corporation, a Georgia corporation incorporated in 1968 (the “Parent” or “Company”), is a holding company that operates through its subsidiaries in well-defined specialty markets
within the life and health and property and casualty insurance industries. The Parent’s principal operating subsidiaries are American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) within
the property and casualty insurance industry and Bankers Fidelity Life Insurance Company, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company (together known as “Bankers Fidelity”) within the life and health insurance
industry. Each of American Southern and Bankers Fidelity is managed separately based upon the type of products it offers, and is evaluated on its individual performance. The Company’s strategy is to focus on well-defined geographic, demographic
and/or product niches within the insurance marketplace. Each of American Southern and Bankers Fidelity operates with relative autonomy, which structure is designed to allow for quick reaction to market opportunities.
The Parent has no significant business operations of its own and relies on fees, dividends and other distributions from its operating subsidiaries as the principal source of cash flow to meet its
obligations. Additional information regarding the cash flow and liquidity needs of the Parent can be found in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Property and Casualty Operations
American Southern comprises the Company’s property and casualty operations and its primary product lines are as follows:
Business Automobile Insurance policies provide bodily injury and/or property damage liability coverage, uninsured motorist coverage and physical
damage coverage for commercial accounts.
General Liability Insurance policies cover bodily injury and/or property damage liability for both premises and completed operations exposures for
general classes of business.
Surety Bonds are contracts under which one party, the insurance company issuing the surety bond, guarantees to a third party that the primary party
will fulfill an obligation in accordance with a contractual agreement. This obligation may involve meeting a contractual commitment, paying a debt or performing certain duties.
American Southern provides tailored business automobile insurance coverage, on a multi-year contract basis, to state governments, local municipalities and other large motor pools and fleets (“block
accounts”) that can be specifically rated and underwritten. The size of the block accounts insured by American Southern are generally such that individual class experience can be determined, which allows for customized policy terms and rates.
American Southern is licensed to do business in 32 states and the District of Columbia. While the majority of American Southern’s premiums are derived from its automobile lines of business, American Southern also offers inland marine and general
liability coverages. Additionally, American Southern directly provides surety bond coverage for subdivision construction, school bus contracts, as well as performance and payment bonds.
The following table summarizes, for the periods indicated, the allocation of American Southern’s net earned premiums from each of its principal product lines:
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Year Ended December 31,
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2022
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2021
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(In thousands)
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Automobile liability
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$
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33,981
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$
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30,453
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Automobile physical damage
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21,069
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22,917
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General liability
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5,871
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5,637
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Surety
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6,039
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5,620
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Other lines
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3,316
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3,355
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Total
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$
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70,276
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$
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67,982
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Life and Health Operations
Bankers Fidelity comprises the life and health operations of the Company and offers a variety of life and supplemental health products. Products offered by Bankers Fidelity include ordinary life
insurance, Medicare supplement and other accident and health insurance products.
Life Insurance products include non-participating, individual and group whole life insurance policies with a variety of riders and options. Policy
premiums are dependent upon a number of factors, including issue age, level of coverage and selected riders or options.
Medicare Supplement Insurance includes 8 of the 10 standardized Medicare supplement policies created under the Medicare Improvements for Patients and
Providers Act of 2008 (“MIPPA”), which are designed to provide insurance coverage for certain expenses not covered by the Medicare program, including copayments and deductibles.
Other Accident and Health Insurance coverages include several individual and group policies providing for the payment of standard benefits in
connection with the treatment of diagnosed cancer and other critical illnesses, as well as a number of other policies providing short-term nursing facility care, accident expense, hospital indemnity and disability coverages.
Health insurance products, primarily Medicare supplement insurance, accounted for 86% of Bankers Fidelity’s net earned premiums in 2022 while life insurance, including both whole and term life
insurance policies, accounted for the balance. In terms of the number of policies written in 2022, 58% were health insurance policies and 42% were life insurance policies.
The following table summarizes, for the periods indicated, the allocation of Bankers Fidelity’s net earned premiums from each of its principal product lines:
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Year Ended December 31,
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2022
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2021
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Life insurance
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$
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15,805
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$
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10,557
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Medicare supplement
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86,970
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95,314
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Other accident and health
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12,389
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10,363
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Total health insurance
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99,359
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105,677
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Total
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$
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115,164
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$
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116,234
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Property and Casualty Operations
A portion of American Southern’s business is marketed through a small number of specialized, experienced independent agents. American Southern’s agent selection process is actively managed by
internal marketing personnel with oversight from management. Senior management carefully reviews all new programs prior to acceptance. Most of American Southern’s agents are paid an up-front commission with the potential for additional commissions
by participating in a profit sharing arrangement that is directly linked to the profitability of the underlying business. American Southern also solicits business from governmental entities. As an experienced writer of insurance policies for
certain governmental programs, the company actively pursues this market on a direct basis. Much of this business is priced by means of competitive bid situations. As a result, there can be no assurance with respect to the ultimate profitability or
ability of the Company to obtain or retain such business at the time of a specific contract renewal.
Life and Health Operations
Bankers Fidelity acquires its clientele through three distribution channels spread across 46 different states and two business divisions, all of which utilize commissioned, independent agents. The
three distribution channels include traditional independent agents, brokers typically interested in a specific product of Bankers Fidelity and brokers who focus on sales within the group/employer benefits division, Atlantic American Employee
Benefits, all of which are responsible for their own marketing and sales activities. Contracting as independent agents enables Bankers Fidelity to effectively expand or contract its sales force without incurring significant expense.
Bankers Fidelity had approximately 4,337 licensed agents contracted in both the individual and group divisions as of December 31, 2022. During 2022, approximately 476 of these licensed agents wrote
policies on behalf of Bankers Fidelity.
Bankers Fidelity’s marketing and distribution strategy revolves around five pillars: Diversification, Differentiation, Quality, Retention and Profitability.
Diversification. Through unique product offerings such as the Vantage Flex Plus®, a hospital indemnity plan, and Vantage Recovery®, short-term care product
and a group whole life product featuring a chronic illness rider, the Company is able to offer its distributors an array of products to sell that stand out from the competition. As the Company continues to expand its geographical footprint with
agents and products, one of its main objectives is to have a healthy mix of all of its product lines nationwide.
Differentiation. Bankers Fidelity prides itself on the quality of customer service it offers to policyholders and agents. A dedicated agent support team is
available to the field to support them on administration, underwriting, sales training, product questions and a plethora of other services which differentiates the Company from other carriers. Additionally, a customer loyalty team is available
solely to serve insureds for any of their insurance needs. Bankers Fidelity prides itself on being agile, which we believe differentiates us from larger carriers and helps the Company to quickly execute senior management’s initiatives.
Quality. Bankers Fidelity is focused on being a niche carrier that delivers superior service, quality products and innovative solutions. Sophisticated
technology and reporting allows the home office teams to work with the sales force to deliver a tailored experience and phenomenal customer service.
Retention. Through seasonal campaigns and customer outreach, the Company is focused on client retention and servicing its policyholders through all stages in
their lives. By providing its agents with an innovative product portfolio, the Company further promotes client retention by empowering its agents to continually meet the needs of our policyholders.
Profitability. In an effort to be sustainable in the marketplace as a long-term partner, senior management is focused on diversification, differentiation,
quality and retention to achieve profitability.
Property and Casualty Operations
American Southern specializes in underwriting various risks that are sufficiently large enough to establish separate class experience, relying upon the underwriting expertise of its agents.
During the course of the policy life, extensive use is made of risk management representatives to assist commercial underwriters in identifying and correcting potential loss exposures and to
physically inspect new accounts. The underwriting results from each insured are reviewed on an individual basis periodically. If results are below expectations, management takes corrective action, which may include adjusting rates, revising
underwriting standards, adjusting commissions paid to agents, and/or altering or declining to renew accounts at expiration.
Life and Health Operations
Bankers Fidelity issues a variety of products that span from the group markets to the individual markets for both life and health insurance. Products offered by Bankers Fidelity include life
insurance, typically with small face amounts, Medicare supplement and other accident and health insurance. Bankers Fidelity also provides an array of group products such as accident, cancer, critical illness, hospital indemnity and life insurance
that is offered to employers who are looking to provide coverage for their employees and have the related premiums deducted through payroll deductions.
The individual products are underwritten on a non-medical basis using a simplified issue approach by which an application containing a variety of health related questions is submitted. Applications
for insurance are reviewed to determine the face amount, age, medical history and any other necessary information. Bankers Fidelity utilizes information obtained directly from the insured, the medical claims data, prescription utilization reports
as well as telephone interviews to determine whether an applicant meets the Company’s underwriting criteria. Bankers Fidelity may also utilize medical records and investigative services to supplement and substantiate information, as necessary.
The group products are underwritten and assessed at the group level for financial risk. The underwriting will utilize several factors to determine this risk such as the industry, demographics, enrollment strategies,
employee access, locations of offices and any regulatory or legislative changes that could impact the decisions. The spread of risk is also reviewed which analyzes the content of the employees within the group which includes the spread of gender,
ages, salaries and occupations. This information is used to quote an appropriate benefits package, pricing, waiting periods and rates for the group entity.
The Company believes that prompt, efficient policyholder and claims services are essential to its continued success in marketing its insurance products (see “Competition”). Additionally, the
Company believes that its insureds are particularly sensitive to claims processing time and to the accessibility of qualified staff to answer inquiries. Accordingly, the Company’s policyholder and claims services seek to offer expeditious
disposition of service requests by providing toll-free access for all customers, 24-hour claim reporting services, and direct computer links with some of its largest accounts. The Company also utilizes an automatic call distribution system designed
to ensure that inbound calls to customer service support groups are processed efficiently. Operational data generated from this system allows management to further refine ongoing client service programs and service representative training modules.
Property and Casualty Operations
American Southern controls its claims costs by utilizing an in-house staff of claims supervisors to investigate, verify, negotiate and settle claims. Upon notification of an occurrence purportedly
giving rise to a claim, a claim file is established. The claims department then conducts a preliminary investigation, determines whether an insurable event has occurred and, if so, updates the file for the findings and any required reserve
adjustments. Independent adjusters and appraisers are frequently utilized to service claims which require on-site inspections.
Life and Health Operations
The majority of life and health claims are filed electronically while insureds also have the ability to download claims forms and file directly. Insureds may also obtain claim forms by calling the
customer service group or through Bankers Fidelity’s website. All of these claims are entered into the system immediately upon receipt and put into a pending status until the claim can be fully processed. To shorten claim processing time, a
letter detailing all supporting documents that are required to complete a claim for a particular policy is sent to the customer along with the correct claim form. Properly documented claims are generally paid within five business days of receipt.
With regard to Medicare supplement policies, the claim is either directly billed to Bankers Fidelity by the provider or sent electronically through a Medicare clearing house.
Reserves are set by line of business within each of the subsidiaries. At December 31, 2022, approximately 72% of the losses and claims reserves related to property and casualty and approximately
28% related to life and health. The Company’s property and casualty operations incur losses which may take extended periods of time to evaluate and settle. Issues with respect to legal liability, actual loss quantification, legal discovery and
ultimate subrogation, among other factors, may influence the initial and subsequent estimates of loss. In the property and casualty operations, the Company’s general practice is to reserve at the higher end of the determined reasonable range of
loss if no other value within the range is determined to be more probable. The Company’s life and health operations generally incur losses which are more readily quantified. Medical claims received are recorded in case reserves based on contractual
terms using the submitted billings as a basis for determination. Life claims are recorded based on contract value at the time of notification to the Company; offset by policy reserves related to such contracts previously established. Individual
case reserves are established by a claims processor on each individual claim and are periodically reviewed and adjusted as new information becomes known during the course of handling a claim. Regular internal periodic reviews are also performed by
management to ensure that loss reserves are established and revised timely relative to the receipt of new or additional information. Lines of business for which loss data (e.g. paid losses and case reserves) emerge over a long period of time are
referred to as long-tail lines of business. Lines of business for which loss data emerge more quickly are referred to as short-tail lines of business. The Company’s long-tail line of business generally consists of its general liability coverage
while the short-tail lines of business generally consist of property and automobile coverages.
The Company’s actuaries regularly review reserves for both current and prior accident years using the most current claims data. These reviews incorporate a variety of actuarial methods (discussed
in Critical Accounting Policies) and judgments and involve a disciplined analysis. For most lines of business, certain actuarial methods and specific assumptions are deemed more appropriate based on the current circumstances affecting that line of
business. These selections incorporate input from claims personnel and operating management on reported loss cost trends and other factors that could affect the reserve estimates.
The Company establishes reserves for claims based upon: (a) management’s estimate of ultimate liability and claims adjusters’ evaluations of unpaid claims reported prior to the close of the
accounting period, (b) estimates of incurred but not reported (“IBNR”) claims based on past experience, and (c) estimates of losses and loss adjustment expense (“LAE”). The estimated liability is periodically reviewed and updated, and changes to
the estimated liability are recorded in the statement of operations in the period in which such changes become known.
For long-tail lines of business, the emergence of paid losses and case reserves is less credible in the early periods, and accordingly may not be indicative of ultimate losses. For these lines,
methods which incorporate a development pattern assumption are given less weight in calculating IBNR for the early periods of loss emergence because such a low percentage of ultimate losses are reported in that time frame. Accordingly, for any
given accident year, the rate at which losses on long-tail lines of business emerge in the early periods is generally not as reliable an indication of ultimate losses as it would be for shorter-tail lines of business. The estimation of reserves for
these lines of business in the early periods of loss emergence is therefore largely influenced by statistical analyses and application of prior accident years’ loss ratios, after considering changes to earned pricing, loss costs, mix of business,
ceded reinsurance and other factors that are expected to affect the estimated ultimate losses. For later periods of loss emergence, methods which incorporate a development pattern assumption are given more weight in estimating ultimate losses. For
short-tail lines of business, the emergence of paid loss and case reserves is more credible in the early periods and is more likely to be indicative of ultimate losses. The method used to set reserves for these lines of business is based upon
utilization of a historical development pattern for reported losses. IBNR reserves for the current year are set as the difference between the estimated fully developed ultimate losses for each year, less the established, related case reserves and
cumulative related payments. IBNR reserves for prior accident years are similarly determined, again relying on an indicated, historical development pattern for reported losses.
Based on the results of regular reserve estimate reviews, the Company determines the appropriate reserve adjustment, if any, to record in each period. If necessary, recorded reserve estimates are
changed after consideration of numerous factors, including, but not limited to, the magnitude of the difference between the actuarial indication and the recorded reserves, improvement or deterioration of actuarial indication in the period, the
maturity of the accident year, trends observed over the recent past and the level of volatility within a particular line of business. In general, changes are made more quickly to recognize changes in estimates to ultimate losses in mature accident
years and less volatile lines of business.
The Company’s policy is to record reserves for losses and claims in amounts that represent actuarial best estimates of ultimate values. Actuarial best estimates do not necessarily represent the
midpoint value determined using the various actuarial methods; however, such estimates will fall between the estimated low and high end reserve values. The range of estimates developed in connection with the December 31, 2022 actuarial review
indicated that reserves could be as much as 10.1% lower or as much as 10.0% higher. In the opinion of management, recorded reserves represent the best estimate of outstanding losses, although significant judgments are made in the derivation of
reserve estimates and revisions to such estimates are expected to be made in future periods. Any such revisions could be material, and may materially adversely affect the Company’s financial condition and results of operations in any future period.
Property and Casualty Operations
American Southern maintains loss reserves representing estimates of amounts necessary for payment of losses and LAE, which are not discounted. IBNR reserves are also maintained for future
development. These loss reserves are estimates, based on known facts and circumstances at a given date, of amounts the Company expects to pay on incurred claims. All balances are reviewed periodically by the Company’s independent consulting
actuary. Reserves for LAE are intended to cover the ultimate costs of settling claims, including investigation and defense of any lawsuits resulting from such claims. Loss reserves for reported claims are based on a case-by-case evaluation of the
type of claim involved, the circumstances surrounding the claim, and the policy provisions relating to the type of loss along with anticipated future development. The LAE for claims reported and claims not reported is based on historical
statistical data and anticipated future development. Inflation and other factors which may affect claim payments are implicitly reflected in the reserving process through analysis and consideration of cost trends and reviews of historical reserve
results.
Estimating case reserves and ultimate losses involves various considerations which differ according to the line of business. In addition, changes in legislative and regulatory environments may
impact loss estimates. General liability claims may have a long pattern of loss emergence. Given the broad nature of potential general liability coverages, investigative time periods may be extended and questions of coverage may exist. Such
uncertainties create greater imprecision in estimating required levels of loss reserves. The property and automobile lines of business generally have less variable reserve estimates than other lines. This is largely due to the coverages having
relatively shorter periods of loss emergence. Estimates, however, can still vary due to a number of factors, including interpretations of frequency and severity trends. Severity trends can be impacted by changes in internal claim handling and
reserving practices in addition to changes in the external environment. These changes in claim practices increase the uncertainty in the interpretation of case reserve data, which increases the uncertainty in recorded reserve levels.
Life and Health Operations
Bankers Fidelity establishes reserves for future policy benefits to meet projected obligations under policies that are in force as of the statement date. These reserves are calculated to satisfy
policy and contract obligations as they are projected to come due. Reserves for insurance policies are calculated using assumptions for interest rates, mortality rates, disablement rates, and lapse rates. These assumptions vary by the product
type, the year the policy was issued, and other demographic information about the policyholder. Variations in assumptions may be made from one issue year to another to reflect actual experience. Assumptions that deviate significantly from actual
future experience, or actual results that differ significantly from our estimates, could have a materially adverse effect on our liquidity, results of operations, or financial condition.
See Note 6 of Notes to Consolidated Financial Statements for more information on insurance reserves and policyholder funds.
The Company’s insurance subsidiaries from time to time purchase reinsurance from unaffiliated insurers and reinsurers to reduce their potential liability on individual risks and to protect against
catastrophic losses. In a reinsurance transaction, an insurance company transfers, or “cedes,” a portion or all of its exposure on insurance policies to a reinsurer. The reinsurer assumes the exposure in return for a portion of the premiums. The
ceding of insurance does not legally discharge the insurer from primary liability for the full amount of the policies written by it, and the ceding company will incur a loss if the reinsurer fails to meet its obligations under the reinsurance
agreement.
Property and Casualty Operations
American Southern’s basic reinsurance treaties generally cover all claims in excess of specified per occurrence limitations. Limits per occurrence within the reinsurance treaties are as follows:
Inland marine and commercial automobile physical damage - $225,000 excess of $125,000 retention; and automobile liability and general liability - excess coverage of $2.0 million less retentions that may vary from $100,000 to $500,000 depending on
the account. American Southern maintains a property catastrophe treaty with a $5.5 million limit excess of $500,000 retention. American Southern also issues individual surety bonds with face amounts generally up to $1.5 million, and limited to $5.0
million in aggregate per account, that are not reinsured.
Life and Health Operations
Bankers Fidelity has entered into reinsurance contracts ceding the excess of its life retention. Maximum retention by Bankers Fidelity on any one individual in the case of life insurance policies
is $200,000. At December 31, 2022, $9.6 million of the $670.6 million of life insurance in force at Bankers Fidelity was reinsured under a mix of coinsurance and yearly renewable term agreements. Certain prior year reinsurance agreements also
remain in force although they no longer provide reinsurance for new business.
Bankers Fidelity has also entered into a reinsurance contract ceding excess new Medicare supplement business to General Re Life Corporation. Ceding thresholds are set annually. During 2022, the
liability of the reinsurer was 50% of all new Medicare supplement business issued by the Company on amounts up to a maximum retention of $15.0 million of annualized premium. Accordingly, $1.0 million of the Company’s $2.0 million of new annualized
Medicare supplement premium was ceded.
Competition for insurance products is based on many factors including premiums charged, terms and conditions of coverage, customer service, financial ratings assigned by independent rating
agencies, claims handling, consumer recognition and reputation, perceived financial strength and the experience of the organization in the line of business being written.
Property and Casualty Operations
The businesses in which American Southern engages are highly competitive. The principal areas of competition are pricing and service. Many competing property and casualty companies have been in
business longer than American Southern, offer more diversified lines of insurance and have substantially greater financial resources. Management believes, however, that the policies it sells are competitive with those providing similar benefits
offered by other insurers doing business in the states in which American Southern operates. American Southern strives to develop strong relationships with its agents and, consequently, believes it is well positioned for new opportunities and
programs with those agents.
Life and Health Operations
The life and health insurance business remains highly competitive and includes a large number of insurance companies, many of which are new entrants to the business of providing Medicare supplement
and other accident and health insurance products. Bankers Fidelity has established itself as a trusted carrier of choice for its customers providing quality and sustainability for over 65 years.
In order to compete, Bankers Fidelity actively seeks opportunities in niche markets, developing long-term relationships with a select number of independent marketing organizations. Additionally,
Bankers Fidelity actively promotes Atlantic American Employee Benefits, the group benefits division, as well as selective association partnerships. It competes with other insurers to attract and retain the allegiance of its independent agents
through commission and sales incentive arrangements, accessibility and marketing assistance, lead programs, reputation and market expertise. Bankers Fidelity successfully competes in its chosen markets by establishing relationships with independent
agents and providing proprietary marketing initiatives as well as providing outstanding service to policyholders.
Ratings are important measures within the insurance industry, and higher ratings are expected to have a favorable impact on the ability of a company to compete in the marketplace. Ratings of
insurance companies are not designed for investors and do not constitute recommendations to buy, sell, or hold any security.
Each year A.M. Best Company, Inc. (“A.M. Best”) publishes Best’s Insurance Reports, which includes assessments and ratings of all insurance companies. A.M. Best’s financial strength ratings, which
may be revised or revoked at any time, follow a graduated scale of rating categories and notches ranging from A++ (Superior) to F (in liquidation). A.M. Best’s ratings are based on a detailed analysis of the statutory financial condition and
operations of an insurance company compared to the industry in general.
American Southern. American Southern Insurance Company and its wholly-owned subsidiary, American Safety Insurance Company, are each, as of the date of this
report, rated “A” (Excellent) by A.M. Best.
Bankers Fidelity. Bankers Fidelity Life Insurance Company and its wholly-owned subsidiary, Bankers Fidelity Assurance Company, are each, as of the date of
this report, rated “A-” (Excellent) by A.M. Best.
Like all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and supervision in the jurisdictions in which they do business. Statutes typically delegate
regulatory, supervisory, and administrative powers to state insurance commissioners. The method of such regulation varies, but regulation relates generally to the licensing of insurers and their agents, the nature of and limitations on investments,
approval of policy forms, reserve requirements, the standards of solvency to be met and maintained, deposits of securities for the benefit of policyholders, and periodic examinations of insurers and trade practices, among other things. The
Company’s products generally are subject to rate regulation by state insurance commissions, which require that certain minimum loss ratios be maintained. Certain states also have insurance holding company laws which require registration and
periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. The Company’s insurance subsidiaries are subject to such legislation and are registered as controlled
insurers in those jurisdictions in which such registration is required. Such laws vary from state to state, but typically require periodic disclosure concerning the corporation which controls the registered insurers and all subsidiaries of such
corporations, as well as prior notice to, or approval by, the state insurance commissioners of intercorporate transfers of assets (including payments of dividends by the insurance subsidiaries in excess of specified amounts) within the holding
company system. The Company believes it is in compliance with all such requirements.
Most states require that rate schedules and other information be filed with the state’s insurance regulatory authority, either directly or through a ratings organization with which the insurer is
affiliated. The regulatory authority may disapprove a rate filing if it determines that the rates are inadequate, excessive, or discriminatory. The Company has historically experienced no significant regulatory resistance to its applications for
rate adjustments; however, the Company cannot provide any assurance that it will not receive any objections to any applications in the future.
A state may require that acceptable securities be deposited for the protection either of policyholders located in those states or of all policyholders. As of December 31, 2022, the Company was in
compliance with all such requirements, and securities with an amortized cost of $12.3 million were on deposit either directly with various state authorities or with third parties pursuant to various custodial agreements on behalf of the Company’s
insurance subsidiaries.
Virtually all of the states in which the Company’s insurance subsidiaries are licensed to transact business require participation in their respective guaranty funds designed to cover claims against
insolvent insurers. Insurers authorized to transact business in these jurisdictions are generally subject to assessments of up to 4% of annual direct premiums written in that jurisdiction to pay such claims, if any. The likelihood and amount of any
future assessments cannot be estimated until an insolvency has occurred.
The National Association of Insurance Commissioners (the “NAIC”) was established to, among other things, provide guidelines to assess the financial strength of insurance companies for state
regulatory purposes. The NAIC conducts annual reviews of the financial data of insurance companies primarily through the application of financial ratios prepared on a statutory basis. Annual statements are required to be submitted to state
insurance departments to assist them in monitoring insurance companies in their state and to allow such states to determine a desirable range for each such ratio with which companies should comply.
The NAIC developed the Insurance Regulatory Information System (“IRIS”) to help state regulators identify companies that may require regulatory attention. Financial examiners review annual
financial statements and the results of key financial ratios based on year-end data with the goal of identifying insurers that appear to require immediate regulatory attention. Each ratio has an established “usual range” of results. A ratio result
falling outside the usual range, however, is not necessarily considered adverse; rather, unusual values are used as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to
have several ratios with results outside the usual ranges. Generally, an insurance company may become subject to regulatory scrutiny or, depending on the company’s financial condition, regulatory action if certain of its key IRIS ratios fall
outside the usual ranges and the insurer’s financial condition is trending downward.
For the year ended December 31, 2022, Bankers Fidelity Assurance Company had three ratios outside the usual range, primarily as a result of net loss for the year, certain surplus ratios and
Non-admitted Assets to Admitted Assets. The net loss at Bankers Fidelity Assurance Company is primarily related to federal income taxes incurred which resulted in a corresponding decrease in surplus levels for the year as well as a growing Deferred
Tax Asset which is a Non-admitted. Atlantic Capital Life Assurance Company had one ratio outside the usual range primarily due to the fact that the Change in Asset Mix was automatically considered unusual because the prior year value was zero, as
the company was not in existence during the prior year. Bankers Fidelity Life Insurance Company, American Southern Insurance Company and American Safety Insurance Company had no IRIS ratios outside the usual ranges. Management does not anticipate
regulatory action as a result of the 2022 IRIS ratio results for the insurance subsidiaries.
Risk-based capital (“RBC”) is a metric used by ratings agencies and regulators as an early warning tool to identify weakly capitalized companies for the purpose of initiating further regulatory
action. The RBC calculation determines the amount of adjusted capital needed by a company to avoid regulatory action. “Authorized Control Level Risk-Based Capital” (“ACL”) is calculated, and if a company’s adjusted capital is 200% or lower than
ACL, it is subject to regulatory action. At December 31, 2022, the Company’s insurance subsidiaries’ RBC levels exceeded the required regulatory levels.
The Company’s operations rely on the secure processing, storage, and transmission of confidential and personal identifiable information within various technology platforms. Cybersecurity is a high
priority and the Company has made significant investments in order to prevent, detect, and respond to cyber threats. The Company continues to enhance its intrusion protection and detection technology, infrastructure and application firewalls, and
network monitoring. The Company has also installed advanced endpoint threat protection technology and implemented a mandatory security awareness training program for all employees. This training is reinforced through periodic simulated phishing
tests.
The Company uses a sophisticated backup and recovery methodology that supports the replication of data across multiple secure data centers. It also includes a comprehensive disaster recovery plan
that is continually tested to help enable us to resume business in the event of a disaster. The Company’s technology environment is managed by an experienced team of professionals who follow an extensive set of policies and procedures related to
data security. Through recurring internal and external audits, controls are regularly reviewed, tested, and enhanced to promote best practices. The Company has augmented the information security program through a partnership with a leading global
cybersecurity service provider to review and implement additional services such as Security Event Monitoring, Advanced Endpoint Threat Detection, Incident Management Retainer Services, and Strategic Advisory Services focused on Chief Information
Security Officer (CISO) duties such as counter-threat intelligence.
The information security program also includes a cybersecurity Incident Response Plan (“IRP”) that was established to help protect the integrity, availability and confidentiality of information,
prevent loss of service, and comply with legal requirements. The IRP specifies the process for identifying and reporting an incident, initial investigation, risk classification, documentation and communication of incidents, responder procedures,
incident reporting, and ongoing training. Additionally, the IRP specifies the notification to directors, officers, and other corporate insiders to not trade the Company’s securities while in possession of potentially material nonpublic information
about the incident.
The Audit Committee of the Board of Directors has oversight of the Company’s information security program. The Company’s senior officers, including its Chief Information Officer, are responsible
for the operation of the information security program and regularly communicate with the Audit Committee on the state of the program.
The Company also maintains dedicated cyber liability insurance for breach event costs, including: post breach event remediation costs; cyber crime coverage (including financial fraud,
telecommunications fraud, and phishing attacks); and coverage for system failure, bricking loss, and physical damage. The policy also provides coverage for lost revenue due to a damaged reputation from a cyber breach.
Investment income represents a significant portion of the Company’s operating and total income. Insurance company investments are subject to state insurance laws and regulations which limit the
concentration and types of investments. The following table provides information on the Company’s investments as of the dates indicated.
|
December 31,
|
||||||||||||||||
|
2022
|
2021
|
|||||||||||||||
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
|
Fixed maturities:
|
||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
44,412
|
19.4
|
%
|
$
|
50,298
|
17.7
|
%
|
||||||||
|
States, municipalities and political subdivisions
|
9,187
|
4.1
|
11,644
|
4.2
|
||||||||||||
|
Public utilities
|
10,284
|
4.5
|
13,952
|
4.9
|
||||||||||||
|
All other corporate bonds
|
144,623
|
63.2
|
184,842
|
65.2
|
||||||||||||
|
Redeemable preferred stock
|
223
|
0.1
|
250
|
0.1
|
||||||||||||
|
Total fixed maturities(1)
|
208,729
|
91.3
|
260,986
|
92.1
|
||||||||||||
|
Equity securities(2)
|
11,562
|
5.0
|
19,124
|
6.7
|
||||||||||||
|
Other invested assets(3)
|
5,386
|
2.4
|
198
|
0.1
|
||||||||||||
|
Policy loans(4)
|
1,759
|
0.8
|
1,858
|
0.7
|
||||||||||||
|
Real estate
|
38
|
0.0
|
38
|
0.0
|
||||||||||||
|
Investments in unconsolidated trusts
|
1,238
|
0.5
|
1,238
|
0.4
|
||||||||||||
|
Total investments
|
$
|
228,712
|
100.0
|
%
|
$
|
283,442
|
100.0
|
%
|
||||||||
| (1) |
Fixed maturities are carried on the balance sheet at estimated fair value. Certain fixed maturities do not have publicly quoted prices, and are carried at estimated fair value as determined by management. Total amortized cost of fixed
maturities was $236.8 million as of December 31, 2022 and $238.6 million as of December 31, 2021.
|
| (2) |
Equity securities are carried on the balance sheet at estimated fair value. Total cost of equity securities was $4.9 million as of December 31, 2022 and $4.9 million as of December 31, 2021.
|
| (3) |
Other invested assets are accounted for using the equity method. Total cost of other invested assets was $5.6 million as of December 31, 2022 and $0.7 million as of December 31, 2021.
|
| (4) |
Policy loans are valued at unpaid principal balances.
|
Estimated fair values are determined as discussed in Note 1 of Notes to Consolidated Financial Statements.
Results of the Company’s investment portfolio for periods shown were as follows:
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Average investments(1)
|
$
|
270,636
|
$
|
260,240
|
||||
|
Net investment income
|
9,932
|
8,528
|
||||||
|
Average yield on investments
|
3.7
|
%
|
3.3
|
%
|
||||
|
Realized investment gains, net
|
30
|
4,903
|
||||||
| (1) |
Calculated as the average of cash and investment balances (at amortized cost) at the beginning of the year and at the end of each of the succeeding four quarters.
|
The Company engages a global investment management firm serving the insurance industry to manage the Company’s investment portfolios. Management’s recent investment strategy has been a continued
focus on quality and diversification, while improving the overall risk versus return profile of the portfolio.
The Company and its subsidiaries employed 142 people at December 31, 2022. Of the 142 people, 141 were full-time. We believe that our ability to attract and retain highly motivated and skilled
employees with diverse backgrounds and experiences is critical to our continued success. We also believe the structure of our compensation program is aligned with the interests of our shareholders and serves to reward the performance of our
employees. We monitor and evaluate the effectiveness of our human capital management efforts by seeking formal and informal feedback from our employees, including periodic surveys to obtain opinions on key topics.
We sponsor health and wellness programs in an effort to promote a healthier employee base. We also offer competitive health and wellbeing benefits to include health, dental, vision, health and
flexible savings accounts, disability, life, supplemental and telemedicine. An Employee Assistance Program (“EAP”) is provided to all full-time employees and their family members at no cost. The EAP offers confidential telephonic counseling,
referral services, legal and financial services and additional tools that offer support and solutions. Additionally, we offer a 401(k) retirement savings plan with an employer match as well as an annual Safe Harbor Non-Elective contribution.
We strive to provide a work environment that encourages work/life balance. Options depend on job responsibilities and may include flexible work schedules, paid time off, paid holidays and part-time employment.
We offer tuition reimbursement along with budgeted professional development opportunities in order to foster professional growth and to increase skillsets.
American Southern and Bankers Fidelity each operate with relative autonomy and each company is evaluated on its individual performance. American Southern operates in the property and casualty
insurance market, while Bankers Fidelity operates in the life and health insurance market. Each segment derives revenue from the collection of premiums, as well as from investment income. Substantially all revenue other than that in the corporate
and other segment is from external sources. For more information on segments, see Note 16 of Notes to Consolidated Financial Statements.
The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other information with the Securities and Exchange
Commission (the “SEC”). The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company. In addition, as soon as
reasonably practicable after such materials are filed with or furnished to the SEC by the Company, the Company makes copies available to the public, free of charge, on or through its web site at www.atlam.com. Neither the Company’s website, nor the
information appearing on the website, is included, incorporated into, or a part of, this report.
The table and information below set forth, for each current executive officer of the Company, his name, age (as of June 1, 2023), positions with the Company and business experience for the past
five years, as well as any prior service to the Company.
|
Name
|
Age
|
Positions with the Company
|
Director or Officer Since
|
|||
|
Hilton H. Howell, Jr.
|
61
|
Chairman of the Board, President & CEO
|
1992
|
|||
|
J. Ross Franklin
|
45
|
Vice President, CFO and Corporate Secretary
|
2017
|
Officers are elected annually and serve at the discretion of the board of directors.
Mr. Howell has been President and Chief Executive Officer of the Company since May 1995, and prior thereto served as Executive Vice President of the Company
from October 1992 to May 1995. He has been a Director of the Company since October 1992 and effective February 24, 2009, began serving as Chairman of the board of directors. He is also Executive Chairman and Chief Executive Officer of Gray
Television, Inc.
Mr. Franklin has been Vice President, Chief Financial Officer and Corporate Secretary of the Company since November 2017, and prior thereto served as Interim
Chief Financial Officer from August 2017 to November 2017. Since 2000 he has held various roles of increasing responsibility with Atlantic American and its subsidiaries, previously serving as Vice President, Accounting and Treasurer of Bankers
Fidelity since 2009.
| Item 1A. |
Risk Factors
|
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K (a “smaller reporting company”), we have elected to comply with certain scaled
disclosure reporting obligations, and therefore are not providing the information required by this Item.
| Item 1B. |
Unresolved Staff Comments
|
Not applicable.
| Item 2. |
Properties
|
Leased Properties. The Company leases space for its principal offices and for some of its insurance operations in an office building located in Atlanta,
Georgia under a lease which continues until either party provides written notice of cancellation at least twelve months in advance of the actual termination date. The lease, which commenced on November 1, 2007, provides for rent adjustments on
every fifth anniversary of the commencement date. Under the current terms of the lease, the Company occupies approximately 49,586 square feet of office space. In December 2022, Delta Life Insurance Company, the owner of the building, transferred
title to the building to 4370 Peachtree LLC. Each of Delta Life Insurance Company and 4370 Peachtree LLC is controlled by an affiliate of the Company.
American Southern leases space for its office in a building located in Atlanta, Georgia. The lease term expires September 30, 2026. Under the terms of the lease, American Southern occupies
approximately 17,014 square feet.
The Company believes that its current properties are in good condition, and are sufficient for the operations of its business.
| Item 3. |
Legal Proceedings
|
From time to time, the Company and its subsidiaries are, and expect to continue to be, involved in various claims and lawsuits arising in the ordinary course of business, both as a liability
insurer defending third-party claims brought against insureds and as an insurer defending coverage claims brought against it, and in various regulatory proceedings in the states in which we do business. The Company accounts for such exposures
through the establishment of loss and loss adjustment expense reserves and accrued expenses. We currently do not expect that the ultimate liability, if any, with respect to such ordinary-course claims litigation or regulatory proceedings, after
consideration of provisions made for probable losses and costs of defense, will be material to the Company’s consolidated financial condition, although the results of such matters could be material to the consolidated results of operations for any
given period.
| Item 4. |
Mine Safety Disclosures
|
Not applicable.
PART II
| Item 5. |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
The Company’s common stock is listed on the Nasdaq Global Market (Symbol: AAME). As of June 12, 2023, there were 4,467 shareholders of record.
From time to time, the Company’s board of directors may declare dividends on the Company’s common stock. Payment of any dividends will be at the discretion of the Company’s board of directors and will depend upon the financial condition, capital requirements, and earnings of the Company,
as well as any restrictions contained in any agreements by which the Company is bound and other factors as the board of directors may deem relevant. The Company’s primary recurring source of cash for the payment of dividends is dividends from its
subsidiaries; although as of December 31, 2022, the Parent held unrestricted cash and investment balances of approximately $5.0 million. Under the insurance code of the state in which each insurance subsidiary is domiciled, dividend payments to
the Parent by its insurance subsidiaries are subject to certain limitations, including prior notice to, or approval by, the state insurance commissioners if such dividends are in excess of specified amounts. In 2022, dividend payments to the
Parent by the insurance subsidiaries in excess of $8.7 million would require prior approval. Pending the filing of this Form 10-K, the Company has not declared and paid
an annual dividend during 2023.
Issuer Purchases of Equity Securities
On October 31, 2016, the Board of Directors of the Company approved a plan that allows for the repurchase of up to 750,000 shares of the Company’s common stock (the “Repurchase Plan”) on the open
market or in privately negotiated transactions, as determined by an authorized officer of the Company. Any such repurchases can be made from time to time in accordance with applicable securities laws and other requirements.
Other than pursuant to the Repurchase Plan, no purchases of common stock of the Company were made by or on behalf of the Company during the periods described below.
The table below sets forth information regarding repurchases by the Company of shares of its common stock on a monthly basis during the three month period ended December 31, 2022.
|
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
|
||||||||||||
|
October 1 – October 31, 2022
|
—
|
$
|
— |
—
|
325,129
|
|||||||||||
|
November 1 – November 30, 2022
|
— | — | — |
325,129
|
||||||||||||
|
December 1 – December 31, 2022
|
— | — | — |
325,129
|
||||||||||||
|
Total
|
— |
$
|
— | — | ||||||||||||
Stock Performance Graph
As a smaller reporting company, we have elected to comply with certain scaled disclosure reporting obligations, and therefore are not providing the information required by this Item.
| Item 6. |
Reserved
|
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its
subsidiaries (collectively with the Parent, the “Company”) for the years ended December 31, 2022 and 2021. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere herein.
Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance
Company (together known as “American Southern”) in the property and casualty insurance industry, and Bankers Fidelity Life Insurance Company, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company (together known as “Bankers
Fidelity”) in the life and health insurance industry. Each operating company is managed separately, offers different products and is evaluated on its individual performance.
Critical Accounting Policies
The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, in management’s belief, conform to
general practices within the insurance industry. The following is an explanation of the Company’s accounting policies and the resultant estimates considered most significant by management. These accounting policies inherently require significant
judgment and assumptions and actual operating results could differ significantly from management’s estimates determined using these policies. Atlantic American does not expect that changes in the estimates determined using these policies will have
a material effect on the Company’s financial condition or liquidity, although changes could have a material effect on its consolidated results of operations.
Cash and investments comprised 70% of the Company’s total assets at December 31, 2022. Substantially all of the Company’s investments are in bonds and
common and preferred stocks, the values of which are subject to significant market fluctuations. The Company carries all fixed maturities, which includes bonds and redeemable preferred stocks, as available for sale, and equity securities, which
includes common and non-redeemable preferred stocks, at their estimated fair values. Due to market and other considerations, the value of a fixed maturity investment may decline to a value below its amortized purchase price and remain at such value
for an extended period of time. When a fixed maturity investment’s indicated fair value has declined below its cost basis for a period of time, the Company evaluates such investment for an other than temporary impairment. The evaluation for an
other than temporary impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and
uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company
considers, among other factors, management’s intent and ability to hold the securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued
satisfaction of its obligations in accordance with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit status. If an other
than temporary impairment is deemed to exist, then the Company will write down the amortized cost basis of the investment to its estimated fair value. While any such write down does not impact the reported value of the investment in the Company’s
balance sheet, it is reflected as a realized investment loss in the Company’s net income or other comprehensive income, depending upon the nature of the loss, in the period incurred.
The Company determines the fair values of certain financial instruments based on the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820-10-20, Fair Value Measurements and Disclosures (“ASC 820-10-20”). The fair values of fixed maturities and equity securities are largely determined by nationally quoted market prices, when available, or independent
broker quotations. See Note 2 and Note 3 of Notes to Consolidated Financial Statements with respect to assets and liabilities carried at fair value and information about the inputs used to value those financial instruments, by hierarchy level, in
accordance with ASC 820-10-20.
Future policy benefits comprised 32% of the Company’s total liabilities at December 31, 2022. These liabilities relate primarily to life insurance products
and are based upon assumed future investment yields, mortality rates, and lapse rates after giving effect to possible risks of adverse deviation. The assumed mortality and lapse rates are based upon the Company’s experience modified as necessary to
reflect anticipated trends and are generally established at contract inception. If actual results differ from the initial assumptions, the amount of the Company’s recorded liability could require adjustment.
Unpaid loss and loss adjustment expenses comprised 33% of the Company’s total liabilities at December 31, 2022. This liability includes estimates for: (1)
unpaid losses on claims reported prior to December 31, 2022, (2) future development on those reported claims, (3) unpaid ultimate losses on claims incurred prior to December 31, 2022 but not yet reported and (4) unpaid loss adjustment expenses for
reported and unreported claims incurred prior to December 31, 2022. Quantification of loss estimates for each of these components involves a significant degree of judgment and estimates may vary, materially, from period to period. Estimated unpaid
losses on reported claims are developed based on historical experience with similar claims by the Company. Development on reported claims, estimates of unpaid ultimate losses on claims incurred prior to December 31, 2022 but not yet reported, and
estimates of unpaid loss adjustment expenses are developed based on the Company’s historical experience, using actuarial methods to assist in the analysis. The Company’s actuaries develop ranges of estimated development on reported and unreported
claims as well as loss adjustment expenses using various methods, including the paid-loss development method, the reported-loss development method, the paid Bornhuetter-Ferguson method and the reported Bornhuetter-Ferguson method. Any single method
used to estimate ultimate losses has inherent advantages and disadvantages due to the trends and changes affecting the business environment and the Company’s administrative policies. Further, external factors, such as legislative changes, medical
cost inflation, and others may directly or indirectly impact the relative adequacy of liabilities for unpaid losses and loss adjustment expenses. The Company’s approach is to select an estimate of ultimate losses based on comparing results of a
variety of reserving methods, as opposed to total reliance on any single method. Unpaid loss and loss adjustment expenses are reviewed periodically for significant lines of business, and when current results differ from the original assumptions
used to develop such estimates, the amount of the Company’s recorded liability for unpaid loss and loss adjustment expenses is adjusted. In the event the Company’s actual reported losses in any period are materially in excess of the previously
estimated amounts, such losses, to the extent reinsurance coverage does not exist, could have a material adverse effect on the Company’s results of operations.
Receivables are amounts due from reinsurers, insureds and agents, and any sales of investment securities not yet settled, and comprised 11% of the
Company’s total assets at December 31, 2022. Insured and agent balances are evaluated periodically for collectibility. Annually, the Company performs an analysis of the creditworthiness of the reinsurers with whom the Company contracts using
various data sources. Failure of reinsurers to meet their obligations due to insolvencies, disputes or otherwise could result in uncollectible amounts and losses to the Company. Allowances for uncollectible amounts are established, as and when a
loss has been determined probable, against the related receivable. Losses are recognized by the Company when determined on a specific account basis and a general provision for loss is made based on the Company’s historical experience.
Deferred acquisition costs comprised 12% of the Company’s total assets at December 31, 2022. Deferred acquisition costs are commissions, premium taxes, and
other incremental direct costs of contract acquisition that results directly from and are essential to the contract transaction(s) and would not have been incurred by the Company had the contract transaction(s) not occurred. The deferred amounts
are recorded as an asset on the balance sheet and amortized to expense in a systematic manner. Traditional life insurance and long-duration health insurance deferred policy acquisition costs are amortized over the estimated premium-paying period of
the related policies using assumptions consistent with those used in computing the related liability for policy benefit reserves. Deferred acquisition costs for property and casualty insurance and short-duration health insurance are amortized over
the effective period of the related insurance policies. Deferred policy acquisition costs are expensed when such costs are deemed not to be recoverable from future premiums (for traditional life and long-duration health insurance) and from the
related unearned premiums and investment income (for property and casualty and short-duration health insurance). Assessments of recoverability for property and casualty and short-duration health insurance are extremely sensitive to the estimates of
a subsequent year’s projected losses related to the unearned premiums. Projected loss estimates for a current block of business for which unearned premiums remain to be earned may vary significantly from the indicated losses incurred in any
previous calendar year.
Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and
the amounts that are recognized for tax purposes. These deferred income taxes are measured by applying currently enacted tax laws and rates. Valuation allowances are recognized to reduce the deferred tax asset to the amount that is deemed more
likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future taxable income and tax planning strategies.
Share-based transactions include employee and director share-based compensation awards. The Company determines a
grant date fair value based on the price of our publicly-traded common stock and recognize the related compensation expense, adjusted for actual forfeitures, in the consolidated statement of operations on a straight-line basis over the requisite
service period for the entire award. For non-employee share-based compensation awards, the Company recognizes the impact during the period of performance, and the fair value of the award is measured as of the date performance is complete, which is
the vesting date.
Refer to Note 1 of Notes to Consolidated Financial Statements for details regarding the Company’s significant accounting policies.
Overall Corporate Results
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Revenue
|
||||||||
|
Property and Casualty:
|
||||||||
|
American Southern
|
$
|
73,949
|
$
|
73,868
|
||||
|
Life and Health:
|
||||||||
|
Bankers Fidelity
|
114,015
|
125,702
|
||||||
|
Corporate and Other
|
(113
|
)
|
(16
|
)
|
||||
|
Total revenue
|
$
|
187,851
|
$
|
199,554
|
||||
|
Income before income taxes
|
||||||||
|
Property and Casualty:
|
||||||||
|
American Southern
|
$
|
6,613
|
$
|
9,292
|
||||
|
Life and Health:
|
||||||||
|
Bankers Fidelity
|
3,812
|
3,726
|
||||||
|
Corporate and Other
|
(8,329
|
)
|
(7,716
|
)
|
||||
|
Income before income taxes
|
$
|
2,096
|
$
|
5,302
|
||||
|
Net income
|
$
|
1,525
|
$
|
4,281
|
||||
Management also considers and evaluates performance by analyzing the non-GAAP measure operating income or loss, and believes it is a useful metric for investors, potential investors, securities
analysts and others because it isolates the “core” operating results of the Company before considering certain items that are either beyond the control of management (such as income tax expense, which is subject to timing, regulatory and rate
changes depending on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company’s operational results (such as any realized or unrealized investment gains or losses, which are not a part of the Company’s
primary operations and are, to a limited extent, subject to discretion in terms of timing of realization).
A reconciliation of net income, the most directly comparable GAAP measure, to operating income (loss) is as follows:
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Reconciliation of Non-GAAP Financial Measure
|
||||||||
|
Net income
|
$
|
1,525
|
$
|
4,281
|
||||
|
Income tax expense
|
571
|
1,021
|
||||||
|
Realized investment gains, net
|
(30
|
)
|
(4,903
|
)
|
||||
|
Unrealized (gains) losses on equity securities, net
|
7,562
|
(1,894
|
)
|
|||||
|
Non-GAAP operating income (loss)
|
$
|
9,628
|
$
|
(1,495
|
)
|
|||
On a consolidated basis, the Company had net income of $1.5 million, or $0.06 per diluted share, in 2022, compared to net income of $4.3 million, or $0.19 per diluted share, in 2021. The decrease
in net income was primarily due to a decrease in unrealized gains on equity securities of $9.5 million. Partially offsetting this decrease was a decrease in the insurance benefits and losses incurred of $8.2 million. Operating income was $9.6
million in 2022 as compared to operating loss of $1.5 million in 2021. The increase in operating income was primarily due to more favorable loss experience in the life and health operations, resulting from a significant decrease in the number of
claims incurred in the Medicare supplement line of business. Partially offsetting the increase in operating income was a less favorable loss experience in the property and casualty operations due to severity of losses reported from programs within
the automobile liability line of business.
Total revenue was $187.9 million in 2022 as compared to $199.6 million in 2021. Premium revenue increased to $185.4 million in 2022 from $184.2 million in 2021. The increase in premium revenue was
primarily attributable to an increase in life insurance premiums within the life and health operations. Also contributing to the increase in premium revenue were business writings and price increases in certain programs within the automobile
liability line of business within the property and casualty operations. Partially offsetting the increase in premium revenue was a decrease in the Medicare supplement line of business in the life and health operations.
A more detailed analysis of the operating companies and other corporate activities follows.
UNDERWRITING RESULTS
American Southern
The following table summarizes, for the periods indicated, American Southern’s premiums, losses, expenses and underwriting ratios:
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Gross written premiums
|
$
|
79,218
|
$
|
75,914
|
||||
|
Ceded premiums
|
(6,547
|
)
|
(6,511
|
)
|
||||
|
Net written premiums
|
$
|
72,671
|
$
|
69,403
|
||||
|
Net earned premiums
|
$
|
70,276
|
$
|
67,982
|
||||
|
Insurance benefits and losses incurred
|
47,175
|
44,433
|
||||||
|
Commissions and underwriting expenses
|
20,161
|
20,143
|
||||||
|
Underwriting income
|
$
|
2,940
|
$
|
3,406
|
||||
|
Loss ratio
|
67.1
|
%
|
65.4
|
%
|
||||
|
Expense ratio
|
28.7
|
29.6
|
||||||
|
Combined ratio
|
95.8
|
%
|
95.0
|
%
|
||||
Gross written premiums at American Southern increased $3.3 million, or 4.4%, during 2022 as compared to 2021. The increase in gross written premiums was primarily attributable to an increase in
premiums written in the automobile liability line of business, resulting from new business writings and price increases in certain programs. Partially offsetting the increase in gross written premiums was a decrease in premiums written in the
automobile physical damage line of business due to a reduction in the number of agencies, as well as a decrease in premiums written in the general liability line of business due to reduced premiums from existing agencies.
Ceded premiums increased slightly during 2022 as compared to 2021. 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 table summarizes, for the periods indicated, American Southern’s net earned premiums by line of business:
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Automobile liability
|
$
|
33,981
|
$
|
30,453
|
||||
|
Automobile physical damage
|
21,069
|
22,917
|
||||||
|
General liability
|
5,871
|
5,637
|
||||||
|
Surety
|
6,039
|
5,620
|
||||||
|
Other lines
|
3,316
|
3,355
|
||||||
|
Total
|
$
|
70,276
|
$
|
67,982
|
||||
Net earned premiums increased $2.3 million, or 3.4%, during 2022 as compared to 2021. The increase in net earned premiums was primarily attributable to an increase in business writings and price
increases in certain programs within the automobile liability line of business as previously mentioned. Partially offsetting the increase in net earned premiums was a decrease in earned premiums in the automobile physical damage line of business
due to a reduction in the number of existing agencies. 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 $2.7 million, or 6.2%, during 2022 as compared to 2021. As a percentage of premiums, insurance benefits and losses incurred
were 67.1% in 2022 as compared to 65.4% in 2021. The increase in the loss ratio was mainly due to severity of losses reported from programs within the automobile liability line of business. Partially offsetting this increase was a decrease in
the frequency of claims in the automobile physical damage line of business.
Commissions and underwriting expenses remained constant during 2022 as compared to 2021. As a percentage of premiums, these expenses were 28.7% in 2022 as compared to 29.6% in 2021. The decrease in
the expense ratio was primarily due to the increase in earned premiums. Partially offsetting the decrease in expense ratio was American Southern’s use of a variable commission structure with certain agents, which compensates the participating
agents in relation to the loss ratios of the business they write. During periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase, and conversely, during periods in which the loss ratio increases,
commissions and underwriting expenses will generally decrease. In 2022, variable commissions at American Southern increased $0.7 million as compared to 2021 due to improved loss ratios from certain accounts subject to variable commissions.
In establishing reserves, American Southern initially reserves for losses based on management’s best estimate within a reasonable range. Selection of such an initial loss estimate is an attempt by
management to give recognition that initial claims information received generally is not conclusive with respect to legal liability, is generally not comprehensive with respect to magnitude of loss and generally, based on historical experience,
will develop more adversely as time passes and more information becomes available. However, as a result, American Southern generally experiences reserve redundancies when analyzing the development of prior year losses in the current period. At
December 31, 2022, the range of estimates developed in connection with the loss reserves for American Southern indicated that reserves could be as much as 12.1% lower or as much as 12.2% higher. Development from prior years’ reserves has
historically reduced the current year loss ratio; however, such reduction in the current year loss ratio is generally offset by the reserves established in the current year for current period losses. Management believes that such differences will
continue in future periods, but is unable to determine if or when incremental redundancies will increase or decrease until the underlying losses are ultimately settled.
Contingent commissions, if contractually applicable, are ultimately payable to participating agents based on the underlying profitability of a particular insurance contract or a group of insurance
contracts, and are periodically evaluated and accrued as earned. In each of 2022 and 2021, approximately 38% of American Southern’s earned premium provides for contractual commission arrangements which compensate the company’s agents in relation to
the loss ratios of the business they write. By structuring its business in this manner, American Southern provides its agents with an economic incentive to place profitable business with American Southern. In periods in which loss reserves reflect
favorable development from prior years’ reserves, there is generally a highly correlated increase in commission expense also related to the prior year business. Accordingly, favorable loss development from prior years, while anticipated to continue
in future periods, is not an indicator of significant additional profitability in the current year.
Bankers Fidelity
The following summarizes, for the periods indicated, Bankers Fidelity’s premiums, losses and expenses:
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Medicare supplement
|
$
|
148,747
|
$
|
162,400
|
||||
|
Other health products
|
12,389
|
10,364
|
||||||
|
Life insurance
|
15,867
|
10,624
|
||||||
|
Gross earned premiums
|
177,003
|
183,388
|
||||||
|
Ceded premiums
|
(61,839
|
)
|
(67,154
|
)
|
||||
|
Net earned premiums
|
115,164
|
116,234
|
||||||
|
Insurance benefits and losses incurred
|
76,281
|
87,261
|
||||||
|
Commissions and underwriting expenses
|
33,922
|
34,715
|
||||||
|
Total expenses
|
110,203
|
121,976
|
||||||
|
Underwriting income (loss)
|
$
|
4,961
|
$
|
(5,742
|
)
|
|||
|
Loss ratio
|
66.2
|
%
|
75.1
|
%
|
||||
|
Expense ratio
|
29.5
|
29.9
|
||||||
|
Combined ratio
|
95.7
|
%
|
105.0
|
%
|
||||
Net earned premium revenue at Bankers Fidelity decreased $1.1 million, or 0.9%, during 2022 as compared to 2021. Gross earned premiums from the Medicare supplement line of business decreased $13.7
million, or 8.4%, in 2022 as compared to 2021, due primarily to non-renewals exceeding the level of new business writings. Other health product premiums increased $2.0 million, or 19.5%, during 2022 as compared to 2021, 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 $5.2 million, or 49.4%, in 2022 from 2021 due to an increase in the group life product premiums. Partially
offsetting this increase was a decline 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 $5.3
million, or 7.9%, in 2022 from 2021. The decrease in ceded premiums was due to a decrease in Medicare supplement premiums subject to reinsurance.
Insurance benefits and losses incurred decreased $11.0 million, or 12.6%, during 2022 as compared to 2021. As a percentage of premiums, benefits and losses were 66.2% in 2022 as compared to 75.1%
in 2021. The decrease in the loss ratio was primarily due to improved rate adequacy and a decrease in the number of claims incurred in the Medicare supplement line of business. Also contributing to the decrease in loss ratio was a decrease in both
the group and individual lines of business. These decreases were marginally offset by increased loss ratios on the group accident and health lines of business.
Commissions and underwriting expenses decreased $0.8 million, or 2.3%, during 2022 as compared to 2021. As a percentage of earned premiums, these expenses were 29.5% in 2022 as compared to 29.9% in
2021. The decrease in the expense ratio was primarily due to the additions to deferred acquisition costs (“DAC”) exceeding the amortization of DAC. The increase in additions to DAC was primarily related to the growth in sales of the group lines of
business, primarily group life. Offsetting the DAC benefit were increased commissions related to the aforementioned growth in group sales coupled with increased servicing costs related to our growing group lines of business.
Net Investment Income and Realized Gains
Investment income increased $1.4 million, or 16.5%, in 2022 as compared to 2021. The increase in investment income was primarily attributable to an increase in the equity in earnings from
investments in the Company’s limited partnerships and limited liability companies of $0.5 million. Also contributing to the increase in investment income was prepayment income of $0.3 million related to the redemption of certain fixed maturities.
The Company had net realized investment gains of $0.03 million in 2022 as compared to net realized investment gains of $4.9 million in 2021. The net realized investment gains in 2022 were primarily
attributable to gains from the sale of fixed maturities. The net realized investment gains in 2021 were primarily attributable to gains of $4.3 million from the sale of the Company’s interest in a certain limited liability company as well as gains
from the sale of a number of the Company’s investments in fixed maturities. Management continually evaluates the Company’s investment portfolio and, as may be determined to be appropriate, makes adjustments for impairments and/or will divest
investments. See Note 2 of Notes to Consolidated Financial Statements.
Unrealized Gains (Losses) on Equity Securities, Net
Investments in equity securities are measured at fair value at the end of the reporting period, with any changes in fair value reported in net income during the period. The Company recognized net
unrealized losses on equity securities of $7.6 million and unrealized gains on equity securities of $1.9 million during the years ended December 2022 and 2021, respectively. Changes in unrealized gains on equity securities for the applicable
periods are primarily the result of fluctuations in the market value of certain of the Company’s equity securities.
Interest Expense
Interest expense increased $0.6 million, or 40.7%, in 2022 as compared to 2021. 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. The Company is preparing for the expected
discontinuation of LIBOR by identifying, assessing and monitoring risks associated with LIBOR transition. Preparation includes taking steps to update operational processes to support alternative reference rates and models, as well as evaluating
legacy contracts for any changes that may be required, including the determination of applicable fallbacks.
Income Taxes
The primary difference between the effective tax rate and the federal statutory income tax rate for 2022 resulted from a permanent difference related to penalties and fines incurred of $0.1
million. Also contributing to differences between the effective tax rate and the federal statutory income tax rate were the adjustment for prior years’ estimates to actual that are generally updated at the completion of the third quarter of each
fiscal year and were $0.1 million in the year ended December 31, 2022. Other contributing factors to the differences between the effective tax rate and the federal statutory income tax rate were permanent differences related to meals and
entertainment and the dividends-received deduction (“DRD”). The current estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from investments as well as the amount of
the Company’s taxable income.
The primary differences between the effective tax rate and the federal statutory income tax rate for 2021 resulted from the adjustment for prior years’ estimates to actual that are generally
updated at the completion of the third quarter of each fiscal year and were $0.1 million in the year ended December 31, 2021. Also contributing to differences between the effective tax rate and the federal statutory income tax rate were permanent
differences related to meals and entertainment and vested stock and club dues. Another contributing factor was the DRD.
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, as well as borrowings from time to time under our revolving credit facility. The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy
liabilities and that cash inflows from investment earnings, future premium receipts and reinsurance collections will be adequate to fund the payment of claims and operating expenses as needed.
Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries. The principal cash needs of the Parent are for the payment
of operating expenses, the acquisition of capital assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and approved by the Company’s board of directors from time to time. At
December 31, 2022, the Parent had approximately $5.0 million of unrestricted cash and investments.
Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings before
recognizing realized investment gains of the individual insurance subsidiaries. At December 31, 2022, the Parent’s insurance subsidiaries had an aggregate statutory surplus of $89.7 million. Dividends were paid to Atlantic American by its
subsidiaries totaling $7.2 million and $8.4 million in 2022 and 2021, respectively.
The Parent provides certain administrative, purchasing and other services to each of its subsidiaries. The amount charged to and paid by the subsidiaries for these services was $7.6 million and
$7.4 million in 2022 and 2021, respectively. In addition, the Parent has a formal tax-sharing agreement with each of its insurance subsidiaries. A net total of $3.9 million and $6.7 million were paid to the Parent under the tax sharing agreement in
2022 and 2021, respectively.
The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and
investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures. The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are
callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%. At December 31, 2022, the effective interest rate was
8.73%. The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust’s obligations with respect to the trust preferred securities. Subject to
certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on the related trust preferred securities. The Company
has not made such an election.
The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from existing
or potential future financing arrangements.
At December 31, 2022, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding. All of the shares of Series D Preferred Stock are held by an affiliate of
the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a redemption value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at
the option of the board of directors of the Company) and are cumulative. In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock,
subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s
option. The Series D Preferred Stock is not currently convertible. The Company had accrued, but unpaid, dividends on the Series D Preferred Stock of $17.7 thousand at December 31, 2022 and 2021. During each of 2022 and 2021, the Company paid Series
D Preferred Stock dividends of $0.4 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 $7.9 million, as of December 31, 2022. Additional
FHLB stock purchases may be required based upon the amount of funds borrowed from the FHLB. As of December 31, 2022, BFLIC has pledged bonds having an amortized cost of $7.2 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 December 31, 2022, 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
million revolving credit facility that matures on April 12, 2024. Under the Credit Agreement, the Company will pay 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%.
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 December 31, 2022, the Company had outstanding borrowings of $2.0 million under the Credit
Agreement.
Cash and cash equivalents increased from $24.8 million at December 31, 2021 to $28.9 million at December 31, 2022. The increase in cash and cash equivalents during 2022 was primarily attributable
to an increase in net cash provided by operating activities of $6.5 million. Also contributing to the increase in cash and cash equivalents were proceeds from the revolving credit facility of $2.0 million. Partially offsetting the increase in cash
and cash equivalents was net cash used in investing activities of $3.4 million primarily as a result of investment purchases exceeding investment sales and maturity of securities. Also partially offsetting the increase were dividends paid on common
stock of $0.4 million and dividends paid on the Company’s Series D Preferred Stock of $0.4 million.
The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, additional borrowings from
financial institutions, will enable the Company to meet its liquidity requirements for the next 12 months and thereafter 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.
New Accounting Pronouncements
See “Recently Issued Accounting Standards” in Note 1 of Notes to Consolidated Financial Statements.
Impact of Inflation
Insurance premiums are established before the amount of losses and loss adjustment expenses, or the extent to which inflation may affect such losses and expenses, are known. Consequently, in
establishing its premiums, the Company attempts to anticipate the potential impact of inflation. If, for competitive reasons, premiums cannot be increased to anticipate inflation, this cost would be absorbed by the Company. Inflation also affects
the rate of investment return on the Company’s investment portfolio with a corresponding effect on investment income. To date, inflation has not had a material effect on the Company’s results of operations in any of the periods presented.
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk
|
As a smaller reporting company, we have elected to comply with certain scaled disclosure reporting obligations, and therefore are not providing the information required by this Item.
| Item 8. |
Financial Statements and Supplementary Data
|
INDEX TO FINANCIAL STATEMENTS
|
Page
|
|
|
ATLANTIC AMERICAN CORPORATION
|
|
|
Report of Independent Registered Public Accounting Firm (
|
23
|
|
25
|
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26
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27
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28
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29
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30
|
Board of Directors and Shareholders
Atlantic American Corporation
Atlanta, Georgia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Atlantic American Corporation and subsidiaries (the
Company) as of December 31, 2022, and 2021, and the related consolidated
statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes and schedules (collectively, referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2022, and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with
accounting principles generally accepted in the United States of America (US GAAP).
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
Valuation of Insurance Reserves for Losses and Claims (Claim Reserves)
As reflected on the consolidated balance sheet and discussed in Note 5 to the financial statements, the Company’s insurance reserves for losses and
claims (claim reserves), were $87.5 million as of December 31, 2022. The Company’s claim reserves relate primarily to its property casualty lines of business and Medicare supplement business. The process of establishing claim reserves requires the
use of estimates and judgments based on circumstances underlying the insured loss at the date of accrual. Management’s judgments include claims adjusters’ evaluations for unpaid claims reported prior to the close of the accounting period, estimates
of incurred but not reported (IBNR) claims based on past experience and estimates of loss adjustment expenses.
The principal considerations for our determination that the valuation of claim reserves is a critical audit matter are the high degree of judgment
and subjectivity in auditing the actuarial methods and assumptions used in the valuation process, including assumptions around expected loss ratios and reported and paid loss emergence patterns.
Addressing the matter involved performing the following audit procedures, among others:
|
|
•
|
Involving our actuarial specialists to assist in our procedures in:
|
|
|
o
|
Evaluating the appropriateness of management’s actuarial reserving methodologies and assumptions;
|
|
|
o
|
Evaluating management’s hindsight analyses;
|
|
|
o
|
Comparing management’s carried reserve to the range calculated by management’s specialist for property casualty claim reserves;
|
|
|
•
|
Testing the completeness and accuracy of data provided by management that served as the basis for the actuarial analyses on a sample basis; and
|
|
|
•
|
Evaluating movement of the Company’s recorded property casualty claim reserves within the Company’s estimated reserve range year over year.
|
Valuation of Insurance Reserves for Future Policy Benefits (Policy Reserves)
As reflected on the consolidated balance sheet and discussed in Note 5 to the financial statements, the Company’s insurance reserves for future
policy benefits (policy reserves) were $85.6 million as of December 31, 2022. Policy reserves are related to life and health insurance policies and are based upon significant assumptions including future investment yields, mortality rates,
withdrawal rates and expenses after giving effect to possible risks of unexpected claim experience. These assumptions are based on historical experience modified as necessary to reflect anticipated trends and are generally established at contract
inception.
The principal considerations for our determination that the valuation of policy reserves is a critical audit matter are the high degree of judgment
required to assess certain assumptions that impact policy reserves and the complexity of the actuarial calculations.
Addressing the matter involved performing the following audit procedures, among others:
|
|
•
|
Involving our actuarial specialists to assist in our procedures in:
|
|
|
o
|
Evaluating whether the methodology applied by management is consistent in the aggregate with the methodology compliant with US GAAP;
|
|
|
o
|
Assessing the significant assumptions used by management for new insurance contracts issued during the current year by comparing the significant
assumptions noted above to historical experience, observable market data or management’s estimates of prospective changes to these assumptions;
|
|
|
o
|
Reviewing benefit reserve replication workbooks prepared by management for a sample of contracts; and
|
|
|
o
|
Evaluating management’s loss recognition testing of aggregate reserve sufficiency.
|
|
|
•
|
Testing the completeness and accuracy of data used by management in developing assumptions on a sample basis.
|
Actuarial System Conversion
During the fourth quarter of 2022, the Company commenced a conversion of the actuarial system for its Medicare Supplement line of
business. The system generates data used in several financial statement accounts including reinsurance receivables, deferred acquisition costs (DAC), future policy benefits, unearned premiums, insurance benefits and losses incurred and
commission and underwriting expenses.
The principal considerations for our determination that the actuarial system conversion is a critical audit matter included auditing the
financial statement accounts affected by the system conversion required increased auditor effort and significant auditor judgement, including the assistance of actuarial specialists, to design and execute the incremental audit procedures over the
importation of policy and other data from the old system to the new system and the configuration of the new system. Also included in our principal considerations for determining this as a critical audit matter was the identified material weakness
associated with certain ineffective process level controls over the development, testing, and implementation of its actuarial models used to estimate certain balances in its Medicare Supplement line of business.
Addressing the matter involved the following audit procedures, among others:
|
|
• |
Obtaining an understanding of the processes and controls implemented by management to:
|
|
|
o |
Ensure the proper implementation of the new actuarial valuation system;
|
|
|
o |
Ensure data was imported into the new actuarial valuation system completely and accurately; and
|
|
|
o |
Ensure that the outputs from the new actuarial valuation system were accurate.
|
|
|
• |
Testing the completeness and accuracy of the data used by management in the new actuarial valuation system on a sample basis.
|
|
|
• |
Involving our actuarial specialists to assist in our procedures in:
|
|
|
o |
Evaluating whether the methodology and assumptions applied by management in the new valuation system was consistent in the aggregate with the
methodology compliant with GAAP;
|
|
|
o |
Reviewing benefit reserve and DAC replication workbooks prepared by management for a sample of contracts; and
|
|
|
o |
Comparing and analyzing the outputs from the new actuarial valuation system to the outputs from the legacy actuarial valuation system.
|
We have served as the Company’s auditor since 2018.
/s/ FORVIS, LLP (Formerly, Dixon Hughes Goodman LLP)
Atlanta, GA
June 30, 2023
ATLANTIC AMERICAN CORPORATION
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands,
except share and per
share data)
|
||||||||
|
ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Investments:
|
||||||||
|
Fixed maturities, available-for-sale, at fair value (amortized cost: $
|
|
|
||||||
|
Equity securities, at fair value (cost: $
|
|
|
||||||
|
Other invested assets (cost: $
|
|
|
||||||
|
Policy loans
|
|
|
||||||
|
Real estate
|
|
|
||||||
|
Investment in unconsolidated trusts
|
|
|
||||||
|
Total investments
|
|
|
||||||
|
Receivables:
|
||||||||
|
Reinsurance
|
|
|
||||||
|
Insurance premiums and other, net of allowance for doubtful accounts of $
|
|
|
||||||
|
Deferred income taxes, net
|
|
|
||||||
|
Deferred acquisition costs
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Intangibles
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Insurance reserves and policyholder funds
|
||||||||
|
Future policy benefits
|
$
|
|
$
|
|
||||
|
Unearned premiums
|
|
|
||||||
|
Losses and claims
|
|
|
||||||
|
Other policy liabilities
|
|
|
||||||
|
Total insurance reserves and policyholder funds
|
|
|
||||||
|
Accounts payable and accrued expenses
|
|
|
||||||
|
Revolving credit facility
|
||||||||
|
Junior subordinated debenture obligations, net
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
Commitments and contingencies (Note 17)
|
||||||||
|
Shareholders’ equity:
|
||||||||
|
Preferred stock, $
|
|
|
||||||
|
Common stock, $
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Retained earnings
|
|
|
||||||
|
Accumulated other comprehensive income (loss)
|
(
|
)
|
|
|||||
|
Unearned stock grant compensation
|
(
|
)
|
(
|
)
|
||||
|
Treasury stock, at cost,
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ equity
|
|
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
||||
See the accompanying notes to the consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands,
except per share data)
|
||||||||
|
Revenue:
|
||||||||
|
Insurance premiums, net
|
$
|
|
$
|
|
||||
|
Net investment income
|
|
|
||||||
|
Realized investment gains, net
|
|
|
||||||
|
Unrealized gains (losses) on equity securities, net
|
(
|
)
|
|
|||||
|
Other income
|
|
|
||||||
|
Total revenue
|
|
|
||||||
|
Benefits and expenses:
|
||||||||
|
Insurance benefits and losses incurred
|
|
|
||||||
|
Commissions and underwriting expenses
|
|
|
||||||
|
Interest expense
|
|
|
||||||
|
Other expense
|
|
|
||||||
|
Total benefits and expenses
|
|
|
||||||
|
Income before income taxes
|
|
|
||||||
|
Income tax expense
|
|
|
||||||
|
Net income
|
|
|
||||||
|
Preferred stock dividends
|
(
|
)
|
(
|
)
|
||||
|
Net income applicable to common shareholders
|
$
|
|
$
|
|
||||
|
Earnings per common share (basic and diluted)
|
$ |
|
$ |
|
||||
See the accompanying notes to the consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Net income
|
$
|
|
$
|
|
||||
|
Other comprehensive loss:
|
||||||||
|
Available-for-sale fixed maturity securities:
|
||||||||
|
Gross unrealized holding loss arising in the period
|
(
|
)
|
(
|
)
|
||||
|
Related income tax effect
|
|
|
||||||
|
Subtotal
|
(
|
)
|
(
|
)
|
||||
|
Less: reclassification adjustment for net realized gains included in net income
|
(
|
)
|
(
|
)
|
||||
|
Related income tax effect
|
|
|
||||||
|
Subtotal
|
(
|
)
|
(
|
)
|
||||
|
Total other comprehensive loss, net of tax
|
(
|
)
|
(
|
)
|
||||
|
Total comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
See the accompanying notes to the consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
|
Year Ended December 31,
|
||||||||
|
(In thousands, except share and per share data)
|
2022
|
2021
|
||||||
|
Preferred stock:
|
||||||||
|
Balance, beginning of year
|
$
|
|
$
|
|
||||
|
Balance, end of year
|
|
|
||||||
|
Common stock:
|
||||||||
|
Balance, beginning of year
|
|
|
||||||
|
Balance, end of year
|
|
|
||||||
|
Additional paid-in capital:
|
||||||||
|
Balance, beginning of year
|
|
|
||||||
|
Restricted stock grants, net of forfeitures
|
(
|
)
|
|
|||||
|
Issuance of shares under stock plans
|
|
|
||||||
|
Balance, end of year
|
|
|
||||||
|
Retained earnings:
|
||||||||
|
Balance, beginning of year
|
|
|
||||||
|
Net income
|
|
|
||||||
|
Dividends on common stock
|
(
|
)
|
(
|
)
|
||||
|
Dividends accrued on preferred stock
|
(
|
)
|
(
|
)
|
||||
|
Balance, end of year
|
|
|
||||||
|
Accumulated other comprehensive income (loss):
|
||||||||
|
Balance, beginning of year
|
|
|
||||||
|
Other comprehensive loss, net of tax
|
(
|
)
|
(
|
)
|
||||
|
Balance, end of year
|
(
|
)
|
|
|||||
|
Unearned stock grant compensation:
|
||||||||
|
Balance, beginning of year
|
(
|
)
|
(
|
)
|
||||
|
Restricted stock grants, net of forfeitures
|
(
|
)
|
|
|||||
|
Amortization of unearned compensation
|
|
|
||||||
|
Balance, end of year
|
(
|
)
|
(
|
)
|
||||
|
Treasury stock:
|
||||||||
|
Balance, beginning of year
|
(
|
)
|
(
|
)
|
||||
|
Restricted stock grants, net of forfeitures
|
|
|
||||||
|
Net shares acquired related to employee share-based compensation plans
|
(
|
)
|
(
|
)
|
||||
|
Issuance of shares under stock plans
|
|
|
||||||
|
Balance, end of year
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ equity
|
$
|
|
$
|
|
||||
|
Dividends declared on common stock per share
|
$
|
|
$
|
|
||||
|
Common shares outstanding:
|
||||||||
|
Balance, beginning of year
|
||||||||
|
Net shares acquired under employee share-based compensation plans
|
( |
) | ( |
) | ||||
|
Issuance of shares under stock plans
|
||||||||
|
Restricted stock grants, net of forfeitures
|
||||||||
|
Balance, end of year
|
||||||||
See the accompanying notes to the consolidated financial statements.
ATLANTIC AMERICAN CORPORATION
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Cash flows from operating activities:
|
||||||||
|
Net Income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Amortization of deferred acquisition costs
|
|
|
||||||
|
Acquisition costs deferred
|
(
|
)
|
(
|
)
|
||||
|
Realized investment gains, net
|
(
|
)
|
(
|
)
|
||||
|
Unrealized losses (gains) on equity securities, net
|
|
(
|
)
|
|||||
|
(Earnings) loss from equity method investees
|
( |
) | ||||||
|
Compensation expense related to share awards
|
|
|
||||||
|
Depreciation and amortization
|
|
|
||||||
|
Deferred income tax benefit
|
(
|
)
|
(
|
)
|
||||
|
Decrease in receivables, net
|
|
|
||||||
|
Increase in insurance reserves and policyholder funds
|
|
|
||||||
|
Increase (decrease) in accounts payable and accrued expenses
|
|
(
|
)
|
|||||
|
Other, net
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by operating activities
|
|
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Proceeds from investments sold
|
|
|
||||||
|
Proceeds from investments matured, called or redeemed
|
|
|
||||||
|
Investments purchased
|
(
|
)
|
(
|
)
|
||||
|
Additions to property and equipment
|
(
|
)
|
(
|
)
|
||||
|
Net cash (used in) provided by investing activities
|
(
|
)
|
|
|||||
|
Cash flows from financing activities:
|
||||||||
|
Payment of dividends on Series D preferred stock
|
(
|
)
|
(
|
)
|
||||
|
Payment of dividends on common stock
|
(
|
)
|
(
|
)
|
||||
|
Proceeds from shares issued under stock plans
|
|
|
||||||
|
Treasury stock acquired — net employee share-based compensation
|
(
|
)
|
(
|
)
|
||||
|
Proceeds from revolving credit facility, net
|
||||||||
|
Net cash provided by (used in) financing activities
|
|
(
|
)
|
|||||
|
Net increase in cash
|
|
|
||||||
|
Cash and cash equivalents at beginning of year
|
|
|
||||||
|
Cash and cash equivalents at end of year
|
$
|
|
$
|
|
||||
|
Supplemental cash flow information:
|
||||||||
|
Cash paid for interest
|
$
|
|
$
|
|
||||
|
Cash paid for income taxes
|
$
|
|
$
|
|
||||
See the accompanying notes to the consolidated financial statements.
(Dollars in thousands)
| Note 1. |
Summary of Significant Accounting Policies
|
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) which, for insurance companies, differ in some respects from the statutory accounting practices prescribed or permitted by regulatory authorities. These financial statements include the accounts of Atlantic American
Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results achieved in any
historical period are not necessarily indicative of results to be expected in any future period.
At December 31, 2022, the Parent owned five
insurance subsidiaries, Bankers Fidelity Life Insurance Company and its wholly-owned subsidiaries, Bankers Fidelity Assurance Company and Atlantic Capital Life Assurance Company (together known as “Bankers Fidelity”), and American Southern
Insurance Company and its wholly-owned subsidiary, American Safety Insurance Company. American Southern Insurance Company also wholly-owned three
non-insurance subsidiaries, Premier Adjusting and Claim Services, Inc., Automobile Safety Management, Inc. and Automated Systems of Georgia, Inc. (together with American Southern Insurance Company and American Safety Insurance Company known as
“American Southern”). In addition, the Parent owned one non-insurance subsidiary, xCalibre Risk Services, Inc. The Parent has issued a
guarantee of all liabilities of Bankers Fidelity.
Premium Revenue and Cost Recognition
Life insurance premiums are recognized as revenue when due; accident and health insurance premiums are recognized as revenue over the premium paying
period and property and casualty insurance premiums are recognized as revenue over the period of the contract in proportion to the amount of insurance protection provided. Losses, benefits and expenses are accrued as incurred and are associated
with premiums as they are earned so as to result in recognition of profits over the lives of the contracts. For traditional life insurance and long-duration health insurance, this association is accomplished by the provision of a future policy
benefits reserve and the deferral and subsequent amortization of the costs of acquiring business, which are referred to as “deferred policy acquisition costs” (principally commissions, premium taxes, and other incremental direct costs of issuing
policies). Deferred policy acquisition costs (“DAC”) are amortized over the estimated premium-paying period of the related policies using assumptions consistent with those used in computing the future policy benefits reserve. The Company provides
for insurance benefits and losses on accident, health, and property-casualty claims based upon estimates of projected ultimate losses. DAC for property and casualty insurance and short-duration health insurance is amortized over the effective
period of the related insurance policies. Contingent commissions, if contractually applicable, are ultimately payable to agents based on the underlying profitability of a particular insurance contract or a group of insurance contracts, and are
periodically evaluated and accrued as earned. In periods in which revisions are made to the estimated loss reserves related to the particular insurance contract or group of insurance contracts subject to such commissions, corresponding adjustments
are also made to the related accruals. DAC is expensed when such costs are deemed not to be recoverable from future premiums (for traditional life and long-duration health insurance) and from the related unearned premiums and investment income (for
property and casualty and short-duration health insurance).
Intangibles
Intangibles consist of goodwill and other indefinite-lived intangible assets. Goodwill represents the excess of cost over the fair value of net
assets acquired and is not amortized. Other indefinite-lived intangibles represent the value of licenses and are not amortized. The Company periodically reviews its goodwill and other indefinite-lived intangibles to determine if any adverse
conditions exist that could indicate impairment. Conditions that could trigger impairment include, but are not limited to, a significant change in business climate that could affect the value of the related asset, an adverse action, or an
assessment by a regulator. No impairment of the Company’s recorded intangibles was identified during any of the periods presented.
Investments
The Company’s investments in fixed maturities, which include bonds and redeemable preferred stocks, are classified as “available-for-sale” and,
accordingly, are carried at fair value with the after-tax difference from amortized cost, as adjusted if applicable, reflected in shareholders’ equity as a component of accumulated other comprehensive income or loss. The Company’s equity
securities, which include common and non-redeemable preferred stocks, are carried at fair value with changes in fair value reported in net income. The fair values of fixed maturities and equity securities are largely determined from publicly quoted
market prices, when available, or independent broker quotations. Values that are not determined using quoted market prices inherently involve a greater degree of judgment and uncertainty and therefore ultimately greater price volatility than the
value of securities with publicly quoted market prices. Policy loans are carried at unpaid principal balance and real estate is carried at historical cost. Other invested assets are comprised of investments in limited partnerships and limited
liability companies and are accounted for using the equity method. If the value of a fixed maturity security or other invested asset declines below its cost or amortized cost, as applicable, and the decline is considered to be other than temporary,
a realized loss is recorded to reduce the carrying value of the investment to its estimated fair value, which becomes the new cost basis.
Premiums and discounts related to investments are amortized or accreted over the life of the related investment as an adjustment to yield using the
effective interest method. Dividends and interest income are recognized when earned or declared. The cost of securities sold is based on specific identification. Unrealized gains (losses) in the value of fixed maturities are accounted for as a
direct increase (decrease) in accumulated other comprehensive income in shareholders’ equity, net of deferred tax and, accordingly, have no effect on net income.
Income Taxes
Deferred income taxes represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. They
arise from differences between the financial reporting and tax basis of assets and liabilities and are adjusted for changes in tax laws and tax rates as those changes are enacted. The provision for income taxes represents the total amount of income
taxes due related to the current year, plus the change in deferred income taxes during the year. A valuation allowance is recognized if, based on management’s assessment of the relevant facts, it is more likely than not that some portion of a
deferred tax asset will not be realized.
Earnings Per Common Share
Basic earnings per common share are based on the weighted average number of common and participating shares outstanding during the relevant period.
Diluted earnings per common share are based on the weighted average number of common and participating shares outstanding during the relevant period, plus options outstanding, if applicable, using the treasury stock method and the assumed
conversion of the Series D preferred stock, if dilutive. Unless otherwise indicated, earnings per common share amounts are presented on a diluted basis.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and investments in short-term, highly liquid securities with original maturities of three months
or less from date of purchase.
Reinsurance
The Company’s insurance subsidiaries from time to time purchase reinsurance from unaffiliated insurers and reinsurers to reduce their potential liability on individual risks and to protect against catastrophic losses. In
a reinsurance transaction, an insurance company transfers, or “cedes,” a portion or all of its exposure on insurance policies to a reinsurer. The reinsurer assumes the exposure in return for a portion of the premiums. The ceding of insurance
does not legally discharge the insurer from primary liability for the full amount of the policies written by it, and the ceding company will incur a loss if the reinsurer fails to meet its obligations under the reinsurance agreement.
Property and Casualty Operations
American Southern’s basic reinsurance treaties generally cover all claims in excess of specified per occurrence limitations. Limits per occurrence within the reinsurance treaties are as follows:
Inland marine and commercial automobile physical damage - $225,000 excess of $125,000 retention; and automobile liability and general liability - excess coverage of $2.0 million less retentions that may vary from $100,000 to $500,000 depending on the account. American Southern maintains a property catastrophe treaty with a $5.5 million limit excess of $500,000 retention. American
Southern also issues individual surety bonds with face amounts generally up to $1.5 million, and limited to $5.0 million in aggregate per account, that are not reinsured.
Life and Health Operations
Bankers Fidelity has entered into reinsurance contracts ceding the
excess of its life retention. Maximum retention by Bankers Fidelity on any one individual in the case of life insurance policies is $200,000 .
At December 31, 2022, $9.6 million of the $670.6 million of life insurance in force at Bankers Fidelity was reinsured under a mix of coinsurance and yearly renewable term agreements. Certain prior year reinsurance agreements also remain in force
although they no longer provide reinsurance for new business.
Bankers Fidelity has also entered into a reinsurance contract ceding excess new Medicare supplement business to General Re Life Corporation. Ceding
thresholds are set annually. During 2022, the liability of the reinsurer was 50 % of all new Medicare supplement business issued by the
Company on amounts up to a maximum retention of $15.0 million of annualized premium. Accordingly, $1.0 million of the Company’s $2.0
million of new annualized Medicare supplement premium was ceded.
Share-Based Transactions
For employee and director share-based compensation awards, the Company determines a grant date fair value based on the price of our publicly-traded
common stock and recognize the related compensation expense, adjusted for actual forfeitures, in the consolidated statement of operations on a straight-line basis over the requisite service period for the entire award. For non-employee share-based
compensation awards, the Company recognizes the impact during the period of performance, and the fair value of the award is measured as of the date performance is complete, which is the vesting date.
Treasury Stock
Treasury stock is reflected as a reduction of shareholders’ equity at cost. The Company uses the first-in-first-out (“FIFO”) purchase cost to
determine the cost of treasury stock that is reissued. The Company includes any gains and losses in additional paid-in capital when treasury stock is reissued.
Recently Issued Accounting Standards
Adoption of New Accounting Standards
Income Taxes – Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU No.
2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This updated guidance is intended to simplify the accounting for income taxes by removing several exceptions contained in existing guidance and amending
other existing guidance to simplify several other income tax accounting matters. The Company adopted ASU 2019-12 as of January 1, 2021. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
Future Adoption of New Accounting Standards
Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying GAAP to investments, derivatives, or other transactions that reference the London
Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. Along with the optional expedients, the amendments include a general principle that permits an entity to consider contract
modifications due to reference reform to be an event that does not require contract re-measurement at the modification date or reassessment of a previous accounting determination. Additionally, a company may make a one-time election to sell,
transfer, or both sell and transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that were classified as held to maturity before January 1, 2020. This standard may be elected over time
through December 31, 2024 as reference rate reform activities occur. The Company is currently assessing the effect of adopting this guidance on its financial condition and results of operations.
Accounting for Long-Duration Contracts. In August 2018, the FASB issued ASU No. 2018-12, Financial Services
—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”). This guidance (1) improves the timeliness of recognizing changes in the liability for future policy benefits and modifies the rate used to
discount future cash flows, (2) simplifies and improves the accounting for certain market-based options or guarantees associated with deposit (or account balance) contracts, (3) simplifies the amortization of deferred acquisition costs, and (4)
improves the effectiveness of the required disclosures. ASU 2018-12 is effective for interim and annual reporting periods beginning after December 15, 2024, although earlier adoption is permitted. The Company is currently evaluating the new
guidance, but has not yet determined the method. The Company will adopt on January 1, 2025.
Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments
– Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The updated guidance applies a new credit loss model (current expected credit losses or CECL) for determining credit-related impairments for
financial instruments measured at amortized cost (including reinsurance recoverables, premium and other receivables) and requires an entity to estimate the credit losses expected over the life of an exposure or pool of exposures. The estimate of
expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The expected credit losses, and subsequent adjustments to such losses, are
recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected.
The updated guidance also amends the previous other-than-temporary impairment model for available-for-sale debt securities by requiring the
recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has
been in an unrealized loss position will no longer impact the determination of whether a credit loss exists.
The Company adopted the updated guidance as of January 1, 2023. The updated guidance was applied by a cumulative effect adjustment to the opening
balance of retained earnings as of January 1, 2023, the beginning of the period of adoption. The adoption of this guidance resulted in the recognition of an after-tax cumulative effect adjustment of $0.1 million to reflect the impact of recognizing expected credit losses, as compared to incurred credit losses recognized under the previous guidance. This adjustment is
primarily associated with reinsurance recoverables, premium and other receivables. The cumulative effect adjustment decreased retained earnings as of January 1, 2023 and increased the allowance for estimated uncollectible reinsurance.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant estimates and assumptions are used
in developing and evaluating deferred income taxes, deferred acquisition costs, insurance reserves, investments, and receivables, among others, and actual results could differ materially from management’s estimates.
| Note 2. |
Investments
|
The following tables set forth the estimated fair value, gross unrealized gains, gross unrealized losses and cost or amortized cost of the Company’s
investments in fixed maturities and equity securities, aggregated by type and industry, as of December 31, 2022 and December 31, 2021.
Fixed maturities were comprised of the following:
|
2022
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Amortized
Cost
|
|||||||||||||
|
Fixed maturities:
|
||||||||||||||||
|
Bonds:
|
||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities:
|
||||||||||||||||
|
Utilities and telecom
|
|
|
|
|
||||||||||||
|
Financial services
|
|
|
|
|
||||||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total corporate securities
|
|
|
|
|
||||||||||||
|
Redeemable preferred stocks:
|
||||||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total redeemable preferred stocks
|
|
|
|
|
||||||||||||
|
Total fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2021
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Amortized
Cost
|
|||||||||||||
|
Fixed maturities:
|
||||||||||||||||
|
Bonds:
|
||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities:
|
||||||||||||||||
|
Utilities and telecom
|
|
|
|
|
||||||||||||
|
Financial services
|
|
|
|
|
||||||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total corporate securities
|
|
|
|
|
||||||||||||
|
Redeemable preferred stocks:
|
||||||||||||||||
|
Other consumer – diversified
|
|
|
|
|
||||||||||||
|
Total redeemable preferred stocks
|
|
|
|
|
||||||||||||
|
Total fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Bonds having an amortized cost of $12,333
and $11,169 and included in the tables above were on deposit with insurance regulatory authorities at December 31, 2022 and 2021,
respectively, in accordance with statutory requirements. Additionally, bonds having an amortized cost of $7,221 and $5,371 and included in the tables above were pledged as collateral to FHLB at December 31, 2022 and 2021, respectively.
|
2022
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Cost or
Amortized
Cost
|
|||||||||||||
|
Equity securities:
|
||||||||||||||||
|
Common and non-redeemable preferred stocks:
|
||||||||||||||||
|
Financial services
|
|
|
|
|
||||||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Total equity securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2021
|
||||||||||||||||
|
Estimated
Fair Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Cost or
Amortized
Cost
|
|||||||||||||
|
Equity securities:
|
||||||||||||||||
|
Common and non-redeemable preferred stocks:
|
||||||||||||||||
|
Financial services
|
|
|
|
|
||||||||||||
|
Other business – diversified
|
|
|
|
|
||||||||||||
|
Total equity securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The carrying value and amortized cost of the Company’s investments in fixed maturities at December 31, 2022 and 2021 by contractual maturity were
as follows. Actual maturities may differ from contractual maturities because issuers may call or prepay obligations with or without call or prepayment penalties.
|
2022
|
2021
|
|||||||||||||||
|
Carrying
Value
|
Amortized
Cost
|
Carrying
Value
|
Amortized
Cost
|
|||||||||||||
|
Due in one year or less
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Due after one year through five years
|
|
|
|
|
||||||||||||
|
Due after five years through ten years
|
|
|
|
|
||||||||||||
|
Due after ten years
|
|
|
|
|
||||||||||||
|
Asset backed securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following tables present the Company’s unrealized loss aging for securities by type and length of time the security was in a continuous
unrealized loss position as of December 31, 2022 and 2021.
|
2022
|
||||||||||||||||||||||||
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||||||||||||||||
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
|||||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Obligations of states and political subdivisions
|
||||||||||||||||||||||||
|
Corporate securities
|
|
|
|
|
|
|
||||||||||||||||||
|
Total temporarily impaired securities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
2021
|
||||||||||||||||||||||||
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||||||||||||||||
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
|||||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
|
|
||||||||||||||||||
|
Total temporarily impaired securities
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
The evaluation for an other than temporary impairment (“OTTI”) is a quantitative and qualitative process, which is subject to risks and
uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer’s financial
condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to hold the securities until price
recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s
expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit status.
There were no
As of December 31, 2022 and 2021, there were 237
and 61 securities, respectively, in an unrealized loss position which primarily included certain of the Company’s investments in fixed
maturities within the financial services, other diversified business and other diversified consumer sectors. The increase in the number and value of securities in an unrealized loss position during the year ended December 31, 2022, was primarily
attributable to a decline in market values in certain of the Company’s fixed maturity securities as a result of a rising interest rate environment. The Company does not currently intend to sell nor does it expect to be required to sell any of
the securities in an unrealized loss position. Based upon the Company’s expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well
as the Company’s evaluation of other relevant factors, including those described above, the Company has deemed these securities to be temporarily impaired as of December 31, 2022.
Investment income was earned from the following sources:
|
2022
|
2021
|
|||||||
|
Fixed maturities
|
$
|
|
$
|
|
||||
|
Equity securities
|
|
|
||||||
|
Other
|
|
(
|
)
|
|||||
|
|
|
|||||||
|
Investment expenses
|
|
|
||||||
|
Net investment income
|
$
|
|
$
|
|
||||
A summary of realized investment gains (losses) follows:
| 2022 | ||||||||||||||||
|
Fixed
Maturities
|
Equity
Securities
|
Other
Invested Assets
|
Total | |||||||||||||
|
Gains
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Losses
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Realized investment gains, net
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
| 2021 | ||||||||||||||||
|
Fixed
Maturities
|
Equity
Securities
|
Other
Invested Assets
|
Total | |||||||||||||
|
Gains
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Losses
|
|
|
|
|
||||||||||||
|
Realized investment gains, net
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Proceeds from the sales of available-for-sale fixed maturities were as follows:
|
2022
|
2021
|
|||||||
|
Sales proceeds
|
$
|
|
$
|
|
||||
|
Gross gains
|
|
|
||||||
|
Gross losses
|
|
|
||||||
Proceeds from the sales of equity securities were as follows:
|
2022
|
2021
|
|||||||
|
Sales proceeds
|
$
|
|
$
|
|
||||
|
Gross gains
|
|
|
||||||
|
Gross losses
|
|
|
||||||
Proceeds from the sales of other invested assets were as follows:
|
2022
|
2021
|
|||||||
|
Sales proceeds
|
$
|
|
$
|
|
||||
|
Gross gains
|
|
|
||||||
|
Gross losses
|
(
|
)
|
|
|||||
Sales of available-for-sale securities in 2022 and 2021 were primarily a result of improving the overall risk versus return profile of the
portfolio. In addition, the Company sold its interest in a certain limited liability company held as other invested assets to a third-party.
The following table presents the portion of unrealized gains (losses) related to equity securities still held for the years ended December 31,
2022 and 2021.
|
2022
|
2021
|
|||||||
|
Net realized and unrealized gains (losses) recognized during the period on equity securities
|
$
|
(
|
)
|
$
|
|
|||
|
Less: Net realized gains recognized during the period on equity securities sold during the period
|
|
|
||||||
|
Unrealized gains (losses) on equity securities, net
|
$
|
(
|
)
|
$
|
|
|||
The Company’s bond portfolio included 99 %
investment grade securities, as defined by the NAIC, at December 31, 2022.
Variable Interest Entities
The Company holds passive interests in a number of entities that are considered to be variable interest entities (“VIEs”) under GAAP guidance. The
Company’s VIE interests principally consist of interests in limited partnerships and limited liability companies formed for the purpose of achieving diversified equity returns. The Company’s VIE interests, carried as a part of other invested
assets, totaled $5,386 and $198
at December 31, 2022 and 2021, respectively. The Company’s VIE interests, carried as a part of investment in unconsolidated trusts, totaled $1,238
The Company does not have power over the activities that most significantly impact the economic performance of these VIEs and thus is not the
primary beneficiary. Therefore, the Company has not consolidated these VIEs. The Company’s involvement with each VIE is limited to its direct ownership interest in the VIE. The Company has no arrangements with any of the VIEs to provide other
financial support to or on behalf of the VIE. The Company’s maximum loss exposure relative to these investments was limited to the carrying value of the Company’s investment in the VIEs, which amount to $6,624 and $1,436 , at December 31, 2022 and 2021, respectively.
As of December 31, 2022 and 2021, the Company had outstanding commitments totaling $5,872 and $1,997 , respectively, whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new
investments and partnership expenses.
| Note 3. |
Disclosures About Fair Value of Financial Instruments
|
The estimated fair values have been determined by the Company using available market information from various market sources and appropriate
valuation methodologies as of the respective dates. However, considerable judgment is necessary to interpret market data and to develop the estimates of fair value. Although management is not aware of any factors that would significantly affect
the estimated fair value amounts, the estimates presented herein are not necessarily indicative of the amounts which the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies
may have a material effect on the estimated fair value amounts.
The following describes the fair value hierarchy and provides information as to the extent to which the Company uses fair value to measure the
value of its financial instruments and information about the inputs used to value those financial instruments. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three broad levels.
| Level 1 |
Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. The Company’s financial instruments valued using Level 1 criteria
include cash equivalents and exchange traded common stocks.
|
| Level 2 |
Observable inputs, other than quoted prices included in Level 1, for an asset or liability or prices for similar assets or liabilities. The Company’s financial instruments valued using Level 2 criteria include significantly most of its
fixed maturities, which consist of U.S. Treasury securities, U.S. Government securities, obligations of states and political subdivisions, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In
determining fair value measurements of its fixed maturities and non-redeemable preferred stocks using Level 2 criteria, the Company utilizes data from outside sources, including nationally recognized pricing services and broker/dealers.
Prices for the majority of the Company’s Level 2 fixed maturities and non-redeemable preferred stocks were determined using unadjusted prices received from pricing services that utilize models where the significant inputs are observable
(e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities) or can be corroborated by observable market data.
|
| Level 3 |
Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). Fair value is based on criteria that use assumptions or other data that are not readily
observable from objective sources. With little or no observable market, the determination of fair values uses considerable judgment and represents the Company’s best estimate of an amount that could be realized in a market exchange for
the asset or liability. The Company’s financial instruments valued using Level 3 criteria consist of one fixed maturity security and one equity security. As of December 31, 2022 and December 31, 2021, the value of the fixed maturity
valued using Level 3 criteria was $
|
Recurring Fair Value Measurements
Cash Equivalents. The carrying amount approximates fair value
due to the short-term nature of the instruments.
Fixed Maturities and Common and Non-Redeemable Preferred Stocks. The
carrying amount is determined from publicly quoted market prices. Certain fixed maturities do not have publicly quoted values and consist solely of issuances of pooled debt obligations of multiple, smaller financial services companies. They are
not actively traded and valuation techniques used to measure fair value are based on future estimated cash flows discounted at reasonable estimated rates of interest. Other qualitative and quantitative information is also considered, as
applicable.
Nonrecurring Fair Value Measurements
Non-publicly Traded Invested Assets. The fair value of
investments in certain limited partnerships which are included in other invested assets on the consolidated balance sheet were determined by officers of those limited partnerships.
Policy Loans. Policy loans, which are categorized as Level 2
fair value measurements, are carried at the unpaid principal balances.
Junior Subordinated Debentures. The fair value is estimated
based on observable interest rates and yields for debt instruments having similar characteristics.
As of December 31, 2022, financial instruments carried at fair value were measured on a recurring basis as summarized below:
|
Assets:
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
Significant
Other Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
||||||||||||
|
Fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Cash equivalents
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
As of December 31, 2021, financial instruments carried at fair value were measured on a recurring basis as summarized below:
|
Assets:
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
Significant
Other Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
||||||||||||
|
Fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Cash equivalents
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table sets forth the carrying amount, estimated fair value and level within the fair value hierarchy of the Company’s financial
instruments as of December 31, 2022 and 2021.
|
Level in
|
2022
|
2021
|
||||||||||||||||||
|
Fair Value
Hierarchy(1)
|
Carrying
Amount
|
Estimated
Fair Value
|
Carrying
Amount
|
Estimated
Fair Value
|
||||||||||||||||
|
Assets:
|
||||||||||||||||||||
|
Cash and cash equivalents
|
Level 1
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
|
Fixed maturities
|
(1)
|
|
|
|
|
|
||||||||||||||
|
Equity securities
|
(1)
|
|
|
|
|
|
||||||||||||||
|
Other invested assets
|
Level 3
|
|
|
|
|
|||||||||||||||
|
Policy loans
|
Level 2
|
|
|
|
|
|||||||||||||||
|
Investments in unconsolidated trusts
|
Level 2
|
|
|
|
|
|||||||||||||||
|
Liabilities:
|
||||||||||||||||||||
|
Junior subordinated debentures, net
|
Level 2
|
|
|
|
|
|||||||||||||||
|
Revolving credit facility
|
Level 2
|
|||||||||||||||||||
| (1) |
|
| Note 4. |
Deferred Policy Acquisition Costs
|
The following table presents a rollforward of deferred policy acquisition costs by segment for the years ended December 31.
| 2022 | 2021 |
|||||||||||||||
|
American
Southern
|
Bankers
Fidelity
|
American
Southern
|
Bankers
Fidelity
|
|||||||||||||
|
Deferred policy acquisition costs:
|
||||||||||||||||
|
Balance, beginning of year
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Capitalization
|
|
|
|
|
||||||||||||
|
Amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance, end of year
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| Note 5. | Internal-Use Software |
On March 3, 2021, the Company entered into a hosting arrangement through a service
contract with a third party software solutions vendor to provide a suite of policy, billing, claim, and customer management services. The software is managed, hosted, supported, and delivered as a cloud-based software service product offering
(software-as-a-service). The initial term of the arrangement is five years from the effective date with a renewal term of an additional
five years .
Service fees related to the hosting arrangement are recorded as an expense in the
Company’s condensed consolidated statement of operations as incurred. Implementation expenses incurred related to third party professional and consulting services have been capitalized. The Company will begin amortizing, on a straight-line basis
over the expected ten year term of the hosting arrangement, when the software is substantially ready for its intended use. The Company
incurred and capitalized implementation costs of $2,522 and $500 during the years ended December 31, 2022 and 2021, respectively. As a result, the Company has capitalized $3,022 in implementation costs in other assets in its condensed consolidated balance sheet as of December 31, 2022. The Company expects the software will be substantially ready for its
intended use during 2023. Accordingly, the Company has no t recorded any amortization expense related to software implementation costs
for year ended December 31, 2022.
| Note 6. |
Insurance Reserves and Policyholder Funds
|
The following table presents the Company’s reserves for life, accident and health, and property and casualty losses, claims and loss adjustment
expenses at December 31, 2022 and 2021.
|
Amount of
Insurance In Force, Net
|
||||||||||||||||
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||
|
Future policy benefits
|
||||||||||||||||
|
Life insurance policies:
|
||||||||||||||||
|
Ordinary life and annuities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Group life
|
|
|
|
|
||||||||||||
|
|
|
$
|
|
$
|
|
|||||||||||
|
Accident and health insurance policies
|
|
|
||||||||||||||
|
|
|
|||||||||||||||
|
Unearned premiums
|
|
|
||||||||||||||
|
Losses, claims and loss adjustment expenses
|
|
|
||||||||||||||
|
Other policy liabilities
|
|
|
||||||||||||||
|
Total insurance reserves and policyholder funds
|
$
|
|
$
|
|
||||||||||||
Annualized premiums for accident and health insurance policies were $89,471 and $101,315 at December 31, 2022 and 2021, respectively.
Future Policy Benefits
Liabilities for future benefits on life and accident and health policies are based upon assumed future investment yields, mortality rates,
morbidity rates, and lapse rates after giving effect to possible risks of unexpected adverse claim experience. The assumed mortality, morbidity, and lapse rates are based upon the Company’s experience and are modified as necessary to reflect
anticipated trends and are generally established at contract inception. The assumptions include a margin for adverse experience development. The interest rates assumed for life, accident and health future policy benefits are generally: (i) 2.5 % to 5.5 % for issues prior to 1977 , (ii) 5.5 % to 7.0 % for 1977 through 1979 issues,
(iii) 9.0 % for 1980 through 1987
issues, (iv) 5.0 % to 7.0 %
for 1988 through 2009 issues, (v) 4.0 %
for 2010 through 2012 issues, (vi) 3.5 %
to 4.0 % for 2013 through 2020
issues, and (vii) 3.0 2021
and 2022 issues.
Loss and Claim Reserves
Loss and claim reserves represent estimates of projected ultimate losses and are based upon: (a) management’s estimate of ultimate liability and
claims adjusters’ evaluations for unpaid claims reported prior to the close of the accounting period, (b) estimates of incurred but not reported (“IBNR”) claims based on past experience, and (c) estimates of loss adjustment expenses. The
estimated liability is periodically reviewed by management and updated, with changes to the estimated liability recorded in the statement of operations in the year in which such changes are known.
Activity in the liability for unpaid loss and claim reserves is summarized as follows:
|
2022
|
2021
|
|||||||
|
Balance at January 1
|
$
|
|
$
|
|
||||
|
Less: Reinsurance recoverable on unpaid losses
|
(
|
)
|
(
|
)
|
||||
|
Net balance at January 1
|
|
|
||||||
|
Incurred related to:
|
||||||||
|
Current year
|
|
|
||||||
|
Prior years
|
(
|
)(1)
|
(
|
)(2)
|
||||
|
Total incurred
|
|
|
||||||
|
Paid related to:
|
||||||||
|
Current year
|
|
|
||||||
|
Prior years
|
|
|
||||||
|
Total paid
|
|
|
||||||
|
Net balance at December 31
|
|
|
||||||
|
Plus: Reinsurance recoverable on unpaid losses
|
|
|
||||||
|
Balance at December 31
|
$
|
|
$
|
|
||||
| (1) |
|
| (2) |
|
Following is a reconciliation of total incurred losses to total insurance benefits and losses incurred:
|
2022
|
2021
|
|||||||
|
Total incurred losses
|
$
|
|
$
|
|
||||
|
Cash surrender value and matured endowments
|
|
|
||||||
|
Benefit reserve changes
|
|
(
|
)
|
|||||
|
Total insurance benefits and losses incurred
|
$
|
|
$
|
|
||||
Liability for Unpaid Losses, Claims and Loss Adjustment Expenses
The following is information, by significant product lines, about incurred and paid claims development as of December 31, 2022, net of
reinsurance, as well as the cumulative number of reported claims and the total of IBNR reserves plus expected development on reported claims included within the net incurred claims amounts. The information presented for the years ended December
31, 2015 and prior is presented as supplementary information and is unaudited.
Medicare Supplement
|
For the Years Ended December 31,
|
As of December 31, 2022
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
IBNR
Reserves
|
Cumulative
Number of
Reported Claims
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||
|
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance
|
$
|
|
||||||||||||||||||||||||||||||||||||||
The cumulative number of reported claims for the Medicare Supplement line of business is the number of distinct claims incurred and submitted to
the Centers for Medicare and Medicaid Services for payment in the given year. Multiple payments on the same claim are not counted in the frequency information. Estimated ultimate claims incurred, using claims data reported during each month of
any given year, are calculated using the chain ladder method modified to reflect seasonality and trend-adjusted expected claims for the most recent four-month period prior to the statement date. Additional adjustments to the estimated ultimate
claims incurred are then applied to account for seasonal changes in claim experience and changes in the rate of claim processing. The IBNR is calculated as the estimated ultimate claims less the total of paid claims through the valuation date and
claims in the course of settlement as of the valuation date. of loss data are used to develop the estimated ultimate
incurred claims. For other accident and health products that have very small claim volumes, similar approaches are used and modified to reflect the unique aspects of the products.
Automobile Liability
|
For the Years Ended December 31,
|
As of December 31,
2022
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
IBNR
Reserves
|
Cumulative
Number of
Reported Claims
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||
|
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance
|
$
|
|
||||||||||||||||||||||||||||||||||||||
Automobile Physical Damage
|
For the Years Ended December 31,
|
As of December 31, 2022
|
|||||||||||||||||||||||||||
|
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
IBNR
Reserves
|
Cumulative
Number of
Reported
Claims
|
||||||||||||||||||||||||||
|
Accident Year
|
2018
|
2019
|
2020
|
2021
|
2022
|
|||||||||||||||||||||||
|
2018
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||||||||||
|
2019
|
|
|
|
|
|
|
||||||||||||||||||||||
|
2020
|
|
|
|
|
|
|||||||||||||||||||||||
|
2021
|
|
|
|
|
||||||||||||||||||||||||
|
2022
|
|
|
|
|||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||
|
Cumulative Paid Losses, Claims and Allocated Loss Adjustment
Expenses, Net of Reinsurance
|
||||||||||||||||||||
|
Accident Year
|
2018
|
2019
|
2020
|
2021
|
2022
|
|||||||||||||||
|
2018
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
2019
|
|
|
|
|
||||||||||||||||
|
2020
|
|
|
|
|||||||||||||||||
|
2021
|
|
|
||||||||||||||||||
|
2022
|
|
|||||||||||||||||||
|
$
|
|
|||||||||||||||||||
|
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance
|
$
|
|
||||||||||||||||||
General Liability
|
For the Years Ended December 31,
|
As of December 31,
2022
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
IBNR
Reserves
|
Cumulative
Number of
Reported
Claims
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||
|
All outstanding liabilities before 2013, net of reinsurance
|
|
|||||||||||||||||||||||||||||||||||||||
|
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance
|
$
|
|
||||||||||||||||||||||||||||||||||||||
Surety
|
For the Years Ended December 31,
|
As of December 31, 2022
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Incurred Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
IBNR
Reserves
|
Cumulative
Number of
Reported Claims
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Cumulative Paid Losses, Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
||||||||||||||||||||||||||||||||||||||||
|
Accident Year
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||||||||||||||||
|
2013
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
2017
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
2019
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
2020
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
2021
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2022
|
|
|||||||||||||||||||||||||||||||||||||||
|
$
|
|
|||||||||||||||||||||||||||||||||||||||
|
All outstanding liabilities before 2013, net of reinsurance
|
|
|||||||||||||||||||||||||||||||||||||||
|
Liabilities for losses, claims and loss adjustment expenses, net of reinsurance
|
$
|
|
||||||||||||||||||||||||||||||||||||||
For the property and casualty lines of business, the number of claims presented above equals the number of occurrences by type of claim reported
to the Company. The number of claims reported during a given year corresponds to the number of claims records opened during the year. Frequency information is maintained on a cumulative basis by accident year by line of business. For automobile
claims, a claim count is separately maintained for bodily injury, property damage and physical damage claims. The Company has consistently monitored claim frequency on this basis, and believes this provides more meaningful information than using
claimant count which can change over the course of settling a claim.
In general, when a claim is reported, claims representatives establish a “case reserve” for the estimated amount of the ultimate payment based on
the known information of the claim at that time. Claims managers review and monitor all property and casualty claims in excess of $25,000 .
As new information becomes available or payments are made on a claim, the case reserve is adjusted to reflect the revised estimate of the ultimate amount to be paid out. Estimates and assumptions pertaining to individual claims are based on
complex and subjective judgments and subject to change at any time as new information becomes available.
In addition to case reserves, IBNR reserves are established to provide for claims which have not been reported to the Company as of the reporting
date as well as potential adverse development on known case reserves. IBNR reserve estimates are derived through a number of analytical techniques. Actuarial data is analyzed by line of business, coverage and accident year. Qualitative factors
are also considered in determining IBNR reserves and include such factors as judicial decisions, general economic trends such as inflation, changes in policy forms, and underwriting changes. Reserves are reviewed quarterly and any indicated
adjustments are made.
Because of the inherent uncertainties in establishing both case and IBNR reserves, ultimate loss experience may prove better or worse than
indicated by the combined claim reserves. Adjustments to claim reserves are reflected in the period recognized and could increase or decrease earnings for the period.
The following is supplementary information about average historical claims duration as of December 31, 2022.
|
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (Unaudited)
|
||||||||||||||||||||||||||||||||||||||||
|
Reserve Line
|
1st Year
|
2nd Year
|
3rd Year
|
4th Year
|
5th Year
|
6th Year
|
7th Year
|
8th Year
|
9th Year
|
10th Year
|
||||||||||||||||||||||||||||||
|
Medicare Supplement
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||||||||||||||||
|
Automobile Liability
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
-
|
%
|
||||||||||||||||||||
|
Automobile Physical Damage
|
|
%
|
|
%
|
-
|
%
|
-
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||||||||||||||||
|
General Liability
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||||||||||||||||
|
Surety
|
|
%
|
|
%
|
|
%
|
-
|
%
|
-
|
%
|
-
|
%
|
-
|
%
|
|
%
|
|
%
|
-
|
%
|
||||||||||||||||||||
The reconciliation of the net incurred and paid claims development tables to the liability for losses, claims and loss adjustment expenses is as
follows:
|
December 31, 2022
|
||||
|
Net outstanding liabilities
|
||||
|
Medicare Supplement
|
$
|
|
||
|
Automobile Liability
|
|
|||
|
Automobile Physical Damage
|
|
|||
|
General Liability
|
|
|||
|
Surety
|
|
|||
|
Other short-duration insurance lines
|
|
|||
|
Liabilities for unpaid losses, claims and loss adjustment expenses, net of reinsurance
|
|
|||
|
Reinsurance recoverable on unpaid losses:
|
||||
|
Medicare Supplement
|
|
|||
|
Automobile Liability
|
|
|||
|
Automobile Physical Damage
|
|
|||
|
General Liability
|
|
|||
|
Other short-duration insurance lines
|
||||
|
Total reinsurance recoverable on unpaid losses
|
|
|||
|
Unallocated claims adjustment expenses
|
|
|||
|
Total gross liability for unpaid losses, claims and loss adjustment expenses
|
$
|
|
||
| Note 7. |
Reinsurance
|
In accordance with general practice in the insurance industry, portions of the life, property and casualty insurance written by the Company are
reinsured; however, the Company remains liable with respect to reinsurance ceded should any reinsurer be unable or unwilling to meet its obligations. Approximately 99.7 % of the Company’s reinsurance recoverables were due from a single reinsurer as of December 31, 2022. Reinsurance recoverables of $25,824 were due from General Re Corporation, rated “AA+” by Standard & Poor’s and “A++” (Superior) by A.M. Best. Allowances for uncollectible amounts are established against
reinsurance recoverables, if appropriate.
The
effects of reinsurance on premiums written, premiums earned and insurance benefits and losses incurred were as follows:
|
For the Year Ended December 31, 2022
|
||||||||||||
|
American
Southern |
Bankers
Fidelity
|
Total
|
||||||||||
|
Direct premiums written
|
$
|
|
$
|
|
$
|
|
||||||
|
Assumed premiums written
|
|
|
|
|||||||||
|
Ceded premiums written
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net premiums written
|
$
|
|
$
|
|
$
|
|
||||||
|
Direct premiums earned
|
$
|
|
$
|
|
$
|
|
||||||
|
Assumed premiums earned
|
|
|
|
|||||||||
|
Ceded premiums earned
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net premiums earned
|
$
|
|
$
|
|
$
|
|
||||||
|
Provision for benefits and losses incurred
|
$
|
|
$
|
|
$
|
|
||||||
|
Reinsurance loss recoveries
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Insurance benefits and losses incurred
|
$
|
|
$
|
|
$
|
|
||||||
|
For the Year Ended December 31, 2021
|
||||||||||||
|
American
Southern
|
Bankers
Fidelity
|
Total
|
||||||||||
|
Direct premiums written
|
$
|
|
$
|
|
$
|
|
||||||
|
Assumed premiums written
|
|
|
|
|||||||||
|
Ceded premiums written
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net premiums written
|
$
|
|
$
|
|
$
|
|
||||||
|
Direct premiums earned
|
$
|
|
$
|
|
$
|
|
||||||
|
Assumed premiums earned
|
|
|
|
|||||||||
|
Ceded premiums earned
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net premiums earned
|
$
|
|
$
|
|
$
|
|
||||||
|
Provision for benefits and losses incurred
|
$
|
|
$
|
|
$
|
|
||||||
|
Reinsurance loss recoveries
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Insurance benefits and losses incurred
|
$
|
|
$
|
|
$
|
|
||||||
Components of reinsurance receivables at
December 31, 2022 and 2021 were as follows:
|
December 31, 2022
|
||||||||||||
|
American
Southern
|
Bankers
Fidelity
|
Total
|
||||||||||
|
Recoverable on unpaid losses
|
$
|
|
$
|
|
$
|
|
||||||
|
Recoverable on unpaid benefits
|
|
|
|
|||||||||
|
Recoverable on paid losses
|
|
|
|
|||||||||
|
Ceded unearned premiums
|
|
|
|
|||||||||
|
Ceded advanced premiums
|
|
|
|
|||||||||
|
Total reinsurance receivables
|
$
|
|
$
|
|
$
|
|
||||||
|
December 31, 2021
|
||||||||||||
|
American
Southern
|
Bankers
Fidelity
|
Total
|
||||||||||
|
Recoverable on unpaid losses
|
$
|
|
$
|
|
$
|
|
||||||
|
Recoverable on unpaid benefits
|
|
|
|
|||||||||
|
Recoverable on paid losses
|
|
|
|
|||||||||
|
Ceded unearned premiums
|
|
|
|
|||||||||
|
Ceded advanced premiums
|
|
|
|
|||||||||
|
Total reinsurance receivables
|
$
|
|
$
|
|
$
|
|
||||||
| Note 8. |
Income Taxes
|
Total income taxes were allocated as follows:
|
2022
|
2021
|
|||||||
|
Total tax expense on income
|
$
|
|
$
|
|
||||
|
Tax benefit on components of shareholders’ equity:
|
||||||||
|
Net unrealized losses on investment securities
|
(
|
)
|
(
|
)
|
||||
|
Total tax benefit
|
$
|
(
|
)
|
$
|
(
|
)
|
||
A reconciliation of the differences between income taxes computed at the federal statutory income tax rate and the income tax benefit is as
follows:
|
2022
|
2021
|
|||||||
|
Federal income tax provision at the statutory rate
|
$
|
|
$
|
|
||||
|
Statutory rate
|
|
%
|
|
%
|
||||
|
Dividends-received deduction
|
(
|
)
|
(
|
)
|
||||
|
Meals and entertainment
|
|
|
||||||
|
Vested stock and club dues
|
|
(
|
)
|
|||||
|
Parking disallowance
|
|
|
||||||
|
Penalties and fines
|
||||||||
|
Adjustment for prior years’ estimates to actual
|
(
|
)
|
(
|
)
|
||||
|
Income tax expense
|
$
|
|
$
|
|
||||
|
Effective tax rate
|
|
%
|
|
%
|
||||
The primary difference between the effective tax rate and the federal statutory income tax rate for 2022 resulted from a permanent difference related to penalties and fines
incurred of $149 . Also contributing to differences between the effective tax rate and the federal statutory income tax rate were the
adjustment for prior years’ estimates to actual that are generally updated at the completion of the third quarter of each fiscal year and were $86
in the year ended December 31, 2022. Other contributing factors to the differences between the effective tax rate and the federal statutory income tax rate were permanent differences related to meals and entertainment and the dividends-received
deduction (“DRD”). The current estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from investments as well as the amount of the Company’s taxable income.
The primary differences between the effective tax rate and the federal statutory income tax rate for 2021 resulted from the adjustment for prior years’ estimates to actual that
are generally updated at the completion of the third quarter of each fiscal year and were $85 in the year ended December 31, 2021.
Also contributing to differences between the effective tax rate and the federal statutory income tax rate were permanent differences related to meals and entertainment and vested stock and club dues. Another contributing factor was the DRD.
Deferred tax assets and liabilities at December 31, 2022 and 2021 were comprised of the following:
|
2022
|
2021
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Deferred acquisition costs
|
$
|
|
$
|
|
||||
|
Net unrealized investment losses
|
||||||||
|
Insurance reserves
|
|
|
||||||
|
Impaired assets
|
|
|
||||||
|
Bad debts and other
|
|
|
||||||
|
Total deferred tax assets
|
|
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Deferred and uncollected premiums
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Net unrealized investment gains
|
|
(
|
)
|
|||||
|
Other
|
(
|
)
|
(
|
)
|
||||
|
Total deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
|
Net deferred tax asset (liability)
|
$
|
|
$
|
|
||||
The components of income tax expense were:
|
2022
|
2021
|
|||||||
|
Current – Federal
|
$
|
|
$
|
|
||||
|
Deferred – Federal
|
(
|
)
|
(
|
)
|
||||
|
Total
|
$
|
|
$
|
|
||||
The Company has formal tax-sharing agreements, and files a consolidated income tax return, with its subsidiaries. Tax years are considered open tax years that remain subject to examination by the Internal Revenue Service.
| Note 9. |
Credit Arrangements
|
The
Company is preparing for the expected discontinuation of LIBOR by identifying, assessing and monitoring risks associated with LIBOR transition. Preparation includes taking steps to update operational processes to support alternative reference
rates and models, as well as evaluating legacy contracts for any changes that may be required, including the determination of applicable fallbacks.
Bank
Debt
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 $10,000 revolving credit facility that matures on April 12, 2024 . Under the Credit Agreement, the Company will pay 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 %.
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 December 31 2022, the Company had outstanding borrowings of $2,009 under the Credit
Agreement.
Junior Subordinated Debentures
The Company has two unconsolidated
Connecticut statutory business trusts, which exist for the exclusive purposes of: (i) issuing trust preferred securities (“Trust Preferred Securities”) representing undivided beneficial interests in the assets of the trusts; (ii) investing the
gross proceeds of the Trust Preferred Securities in junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) of Atlantic American; and (iii) engaging in those activities necessary or incidental thereto. At December
31, 2022, the effective interest rate was 8.73 %.
The financial structure of each of Atlantic American Statutory Trust I and II, as of December 31, 2022 and 2021, was as follows:
|
Atlantic American
Statutory Trust I
|
Atlantic American
Statutory Trust II
|
|||||||
|
JUNIOR SUBORDINATED DEBENTURES(1)(2)
|
||||||||
|
Balance December 31, 2022
|
$
|
|
$
|
|
||||
|
Less: Treasury debt(3)
|
|
(
|
)
|
|||||
|
Net balance December 31, 2022
|
$
|
|
$
|
|
||||
|
Net balance December 31, 2021
|
$
|
|
$
|
|
||||
|
Coupon rate
|
+
|
|
+ |
|||||
|
Interest payable
|
|
|
|
|
||||
|
Maturity date
|
|
|
|
|
||||
|
Redeemable by issuer
|
|
|
|
|
||||
|
TRUST PREFERRED SECURITIES
|
||||||||
|
Issuance date
|
|
|
|
|
||||
|
Securities issued
|
|
|
||||||
|
Liquidation preference per security
|
$
|
|
$
|
|
||||
|
Liquidation value
|
$
|
|
$
|
|
||||
|
Coupon rate
|
|
+ |
|
+ |
||||
|
Distribution payable
|
|
|
|
|
||||
|
Distribution guaranteed by(4)
|
|
|
|
|
||||
| (1) |
|
| (2) |
|
| (3) |
|
| (4) |
|
|
Note 10.
|
Leases
|
The Company has two operating
lease agreements, each for the use of office space in the ordinary course of business. The first lease renews annually on an automatic basis and based on original assumptions, management is reasonably certain to exercise the renewal option
through 2026. The original term of the second lease was ten years and amended in January 2017 to provide for an additional seven years , with a termination date on September 30, 2026. The rate used in determining the present value of lease payments is based upon an estimate
of the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease.
These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease. Lease
expense reported for each of the years ended December 31, 2022 and 2021 was $1,014
Additional information regarding the Company’s real estate operating leases is as follows:
|
Year Ended
December 31, 2022
|
Year Ended
December 31, 2021
|
|||||||
|
Other information on operating leases:
|
||||||||
|
Cash payments included in the measurement of lease liabilities reported in operating cash flows
|
$
|
|
|
|||||
|
Right-of-use assets included in on the consolidated
balance sheet
|
|
|
||||||
|
Weighted average discount rate
|
|
%
|
|
%
|
||||
|
Weighted average remaining lease term in years
|
|
|
||||||
The following table presents maturities and present value of the Company’s lease liabilities:
|
Lease Liability
|
||||
|
2023
|
$
|
|
||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
2027
|
|
|||
|
Thereafter
|
|
|||
|
Total undiscounted lease payments
|
|
|||
|
Less: present value adjustment
|
|
|||
|
Operating lease liability included in
on the consolidated balance sheet
|
$
|
|
||
As of December 31, 2022, the Company has no operating leases that have not yet commenced.
| Note 11. |
Benefit Plans
|
Equity Incentive Plan
On May 1, 2012, the
Company’s shareholders approved the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan authorizes the grant of up to 2,000,000
stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other awards for the purpose of providing the Company’s non-employee directors, consultants, officers and other
employees incentives and rewards for performance and service. During the year ended 2022, a total of 25,000 restricted shares, with
an estimated fair value of $71 were issued under the 2012 Plan. During 2021, there were no restricted shares issued under the 2012 Plan. The estimated fair value of the restricted shares issued under the 2012 Plan during 2022 was based on the common stock
price at date of grant. Stock grants are generally issued from treasury shares. Vesting of restricted shares generally occurs after a
to three year period following the date of grant. The Company accounts for forfeitures as they occur. There were no 935,200 . The 2012 Plan expired on April 30, 2022, ten years after its effective date. As such, no grants have
been or will be made under the 2012 Plan on or after its expiration, but outstanding awards granted thereunder will continue in accordance with their terms.
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. During the year ended 2022, a total of 40,000 restricted shares, with an estimated fair value of $122 were issued under the 2022 Plan. Vesting of restricted shares generally occurs after a
to three year period following the date of grant. Shares available for future grant under the 2022 Plan at December 31, 2022 were 2,960,000 .
401(k) Plan
The Company initiated an employees’ savings plan (the “Plan”) qualified under Section 401(k) of the Internal Revenue Code in May 1995. The Plan
covers substantially all of the Company’s employees. Effective January 1, 2009, the Company modified the Plan such that the Plan would operate on a safe harbor basis. Under the Plan, employees may defer up to 50 % of their compensation, not to exceed the annual deferral limit. The Company’s total matching contribution for 2022 and 2021 was $255 and $272 , respectively, and
consisted of a contribution equal to 35 6 3 569 and $549 , respectively. All contributions were made in cash. Participants are 100% vested in their own contributions and the vested percentage attributable
to certain employer contributions is based on a five-year graded schedule.
Agent Stock Purchase Plan
The Company initiated a nonqualified stock purchase plan (the “Agent Stock Purchase Plan”) in May 2012. The purpose of the Agent Stock Purchase
Plan is to promote and advance the interests of the Company and its shareholders by providing independent agents who qualify as participants with an opportunity to purchase the common stock of the Company. Under the Agent Stock Purchase Plan,
payment for shares of common stock of the Company is made by either deduction from an agent’s commission payment or a direct cash payment. Stock purchases are made at the end of each calendar quarter at the then current market value.
| Note 12. |
Preferred Stock
|
The Company had 55,000 1 100 7.25 1,378,000 2,703,000 18 399
| Note 13. |
Earnings Per Common Share
|
Basic earnings per share was computed by dividing net income available to common shareholders by the weighted average number of common shares
outstanding during the period. The computation of diluted earnings per share reflected the effect of potentially dilutive securities.
A reconciliation of the numerator and denominator of the income per common share calculations is as follows:
| For the Year Ended December 31, 2022 | ||||||||||||
| Income |
Weighted
Average Shares
Outstanding
(In thousands)
|
Per Share
Amount
|
||||||||||
|
Basic and Diluted Earnings Per Common Share
|
||||||||||||
|
Net income before preferred stock dividends
|
$
|
|
|
-
|
||||||||
|
Less preferred stock dividends
|
(
|
)
|
—
|
|||||||||
|
Net income applicable to common shareholders
|
$
|
|
|
$
|
|
|||||||
|
For the Year Ended December 31, 2021
|
||||||||||||
|
Income
|
Weighted
Average Shares
Outstanding
(In thousands)
|
Per Share
Amount
|
||||||||||
|
Basic and Diluted Earnings Per Common Share
|
||||||||||||
|
Net income before preferred stock dividends
|
$
|
|
|
-
|
||||||||
|
Less preferred stock dividends
|
(
|
)
|
—
|
|||||||||
|
Net income applicable to common shareholders
|
$ |
|
|
$ |
|
|||||||
The assumed conversion of the Company’s Series D Preferred Stock was excluded from the earnings per common share calculation for 2022 and 2021
since its impact would have been antidilutive.
| Note 14. |
Statutory Reporting
|
The assets, liabilities and results of operations have been reported on the basis of GAAP, which varies in some respects from statutory accounting
practices (“SAP”) prescribed or permitted by insurance regulatory authorities. The principal differences between SAP and GAAP are that under SAP: (i) carrying value of certain investments differ on a GAAP versus SAP basis, such as fixed
maturities that are shown at amortized cost for SAP versus fair value for GAAP (ii) certain assets that are non-admitted assets are eliminated from the balance sheet; (iii) acquisition costs for policies are expensed as incurred, while they are
deferred and amortized over the estimated life of the policies under GAAP; (iv) the provision that is made for deferred income taxes is different than under GAAP; (v) the timing of establishing certain reserves is different than under GAAP; (vi)
reinsurance is shown net on balance sheet for SAP and (vii) certain valuation allowances attributable to certain investments are required under SAP such as asset valuation reserve and interest maintenance reserve.
The Company meets the minimum capital requirements in the states in which it does business. The amount of reported statutory net income and
capital and surplus (shareholders’ equity) for the Parent’s insurance subsidiaries for the years ended December 31 was as follows:
|
2022
|
2021
|
|||||||
|
Bankers Fidelity, net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
American Southern, net income
|
|
|
||||||
|
Statutory net income
|
$
|
|
$
|
|
||||
|
Bankers Fidelity, capital and surplus
|
$
|
|
$
|
|
||||
|
American Southern, capital and surplus
|
|
|
||||||
|
Statutory capital and surplus
|
$
|
|
$
|
|
||||
Under the insurance code of the state in which each insurance subsidiary is domiciled, dividend payments to the Parent by its insurance
subsidiaries are subject to certain limitations without the prior approval of the applicable state’s Insurance Commissioner. The Parent received dividends of $7,200 and $8,400 in the years ended 2022 and 2021, respectively, from its subsidiaries. In 2022,
dividend payments to the Parent by the insurance subsidiaries in excess of $8,739 would require prior approval.
| Note 15. |
Related Party Transactions
|
In the normal course of business the Company has engaged in transactions with entities affiliated with the controlling shareholder of the Company.
These transactions include the leasing of office space, certain investing and financing activities, as well as inconsequential administrative and consulting services. At December 31, 2022, two members of the Company’s board of directors, including the Company’s Chairman, President and Chief Executive Officer, were considered to be affiliates of the majority
shareholder.
The Company leases approximately 49,586
square feet of office and covered garage space from one such controlled entity. During the years ended December 31, 2022 and 2021, the Company paid $880
and $879 , respectively, under this lease. In December 2022, Delta Life Insurance Company, the owner of the building, transferred title
to the building to 4370 Peachtree LLC. Each of Delta Life Insurance Company and 4370 Peachtree LLC is controlled by an affiliate of the Company. Additionally, as of December 31, 2021, Delta Life Insurance Company owned 1,663,809 shares of the Company’s common stock. No
shares of the Company’s common stock were owned by Delta Life Insurance Company as of December 31, 2022.
Certain financing for the Company has also been provided by this entity in the form of an investment in the Series D Preferred Stock (See Note
12). During the years ended December 31, 2022 and 2021, the Company paid this entity $399
Certain members of the Company’s management and board of directors are shareholders and on the board of directors of Gray Television, Inc.
(“Gray”). As of December 31, 2022 and 2021, the Company owned 880,272 106,000 10,772 and $18,325 , respectively.
In each of the years ended December 31, 2022 and 2021, Gray paid the Company approximately $1,708 and $1,308 in insurance premiums related to certain
voluntary employee benefit plans.
| Note 16. |
Segment Information
|
The Parent’s primary insurance subsidiaries operate with relative autonomy and each company is evaluated based on its individual performance.
American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market. Each segment derives revenue from the collection of premiums, as well as from investment income.
Substantially all revenue other than that in the corporate and other segment is from external sources.
|
For the Year Ended December 31, 2022
|
||||||||||||||||||||
|
American
Southern
|
Bankers
Fidelity
|
Corporate
& Other
|
Adjustments
& Eliminations
|
Consolidated
|
||||||||||||||||
|
Insurance premiums, net
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Insurance benefits and losses incurred
|
|
|
|
|
|
|||||||||||||||
|
Expenses deferred
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||
|
Amortization and depreciation expense
|
|
|
|
|
|
|||||||||||||||
|
Other expenses
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Total expenses
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Underwriting income
|
|
|
|
|||||||||||||||||
|
Net investment income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Other income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Subtotal
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Net realized gains (losses)
|
(
|
)
|
|
|
|
|
||||||||||||||
|
Unrealized losses on equity securities
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Income (loss) before income taxes
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Intangibles
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Total assets
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
For the Year Ended December 31, 2021
|
||||||||||||||||||||
|
American
Southern
|
Bankers
Fidelity
|
Corporate
& Other
|
Adjustments
& Eliminations
|
Consolidated
|
||||||||||||||||
|
Insurance premiums, net
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Insurance benefits and losses incurred
|
|
|
|
|
|
|||||||||||||||
|
Expenses deferred
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||
|
Amortization and depreciation expense
|
|
|
|
|
|
|||||||||||||||
|
Other expenses
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Total expenses
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Underwriting income (loss)
|
|
(
|
)
|
|
( |
) | ||||||||||||||
|
Net investment income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Other income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Subtotal
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||
|
Net realized gains
|
|
|
|
|
|
|||||||||||||||
|
Unrealized gains on equity securities
|
|
|
|
|
|
|||||||||||||||
|
Income (loss) before income taxes
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Intangibles
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Total assets
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
| Note 17. |
Commitments and Contingencies
|
Litigation
From time to time, the Company is, and expects to continue to be, involved in various claims and lawsuits incidental to and in the ordinary course
of its business. In the opinion of management, any such known claims are not expected to have a material effect on the financial condition or results of operations of the Company.
Regulatory Matters
Like all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and supervision in the jurisdictions in
which they do business. Statutes typically delegate regulatory, supervisory, and administrative powers to state insurance commissioners. From time to time, and in the ordinary course of business, the Company receives notices and inquiries
from state insurance departments with respect to various matters.
In November 2021, the Company was made aware by a state regulatory authority of alleged violations relating to certain sales of insurance
policies and that the Company may be subject to regulatory action, including fines. The Company agreed to settle the matter through a consent order which included a penalty that was recorded in the financial statements in March 2022.
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
None.
| Item 9A. |
Controls and Procedures
|
Evaluation of Disclosure Controls and Procedures
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 of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, management,
including the Chief Executive Officer and Chief Financial Officer, concluded that disclosure controls and procedures were not effective as of that date due to a material weakness in internal control over financial reporting described below.
Management’s Report on Internal Control Over Financial Reporting
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based upon the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in the updated 2013 Internal Control – Integrated Framework. Based on that evaluation, management believes that internal control over
financial reporting as such term is defined in Exchange Act Rule 13a-15(f) was not effective as of December 31, 2022, as a result of the material weakness described below. 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.
As a result of management’s evaluation, we identified certain deficiencies in internal control that we believe rise to the level of a material weakness. 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. 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 this Annual Report on Form 10-K, 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 historical financial statements.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was
not subject to attestation by the Company’s independent registered public accounting firm pursuant to certain rules of the Securities and Exchange Commission that exempt non-accelerated filers, including the Company, from such requirement.
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 December 31, 2022, 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.
| Item 9B. |
Other Information
|
None.
| Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
|
Not applicable.
PART III
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
The following sets forth the names, ages, positions, and biographies as of June 1, 2023 of the members of the Company’s Board of Directors
and the Company’s executive officers:
|
Name
|
Age
|
Position with the Company
|
|
Hilton H. Howell, Jr
|
61
|
Chairman of the Board, President and Chief Executive Officer
|
|
Robin R. Howell
|
58
|
Director
|
|
Mark E. Preisinger
|
63
|
Director
|
|
Joseph M. Scheerer
|
48
|
Director
|
|
Scott G. Thompson
|
78
|
Director
|
|
D. Keehln Wheeler
|
62
|
Director
|
| J. Ross Franklin |
45
|
Vice President, Chief Financial Officer and Secretary |
The biographies below contain information regarding, as applicable, the person’s service to the Company, business,
educational, and other professional experience, director positions with any other “publicly traded” company held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if
applicable, during the last ten years, and for Directors, the experiences, qualifications, attributes or skills that caused the Board to determine that the person
should be nominated to serve as a Director of the Company. The Company believes that the backgrounds and qualifications of its Directors, considered as a group at any time, should provide diverse business and professional capabilities, along with the
experience, knowledge and other abilities that will allow the Board to effectively fulfill its responsibilities.
Mr. Howell has been President and Chief Executive Officer of the Company since May 1995 and prior thereto served as Executive Vice President of the Company from October 1992 to May 1995. During his
tenure with the Company, Mr. Howell has also served in various capacities for the Company’s subsidiaries. He is actively engaged in key decision making of each of the Company’s operating subsidiaries and has longstanding relationships with not only
the Company’s employees but a significant number of the Company’s subsidiaries’ independent agents. He has been a Director of the Company since October 1992 and, beginning in February 2009, assumed the role of Chairman of the Board of Directors. Mr.
Howell also serves as the executive chairman and chief executive officer, and a director, of Gray Television, Inc., a leading media company. Given the size of the Company and the scope of its operations, the Board of Directors has concluded that
Mr. Howell, due to his high level of involvement, can serve effectively in the dual role of Chairman of the Board and President and Chief Executive Officer. In addition to being very familiar with our Company, Mr. Howell is also a former attorney,
which background provides additional perspective to the decisions facing not only our Company but also the Board of Directors. Mr. Howell has also been actively involved in various segments of the insurance industry throughout his career, resulting
in significant depth and breadth of industry knowledge, which is beneficial to the Board of Directors. Mr. Howell is the son-in-law of Harriett J. Robinson, a greater than 5% holder of the outstanding shares of Common Stock of the Company, and is
also Mrs. Howell’s husband.
Mrs. Howell has been a Director of the Company since May 2012. She has served as Vice President and a Director of both Delta Life Insurance Company and Delta Fire & Casualty Insurance Company
since 1992. Mrs. Howell also serves on the board of Gray Television, Inc. She is a former Chairman of the Board of Farmer’s and Merchant’s Bank and a former director of Premier Bancshares, Inc. She received a BA in Economics from the University of
Virginia and a Masters of Business Administration from the University of Texas at Austin, and she has held a number of management and oversight roles in various businesses in which her family maintains an interest. Mrs. Howell is active in the
community, including having served as Chair of the Board of Directors and Executive Committee of the High Museum of Art, on the Governing Board of the Woodruff Arts Center, and as a member of the Forward Arts Foundation. Mrs. Howell’s experience in
board matters and the insurance industry and involvement at the executive level in various businesses is invaluable to the Board, and her numerous civic, social and academic associations provides valuable insight for the Company and elevates the
Company’s profile in the community. Mrs. Howell is the wife of Mr. Howell and the daughter of Mrs. Robinson.
Mr. Preisinger has been a Director of the Company since March 2016. He is the Director of Corporate Governance for The Coca-Cola Company, a total beverage company with products sold in more than 200
countries and territories. In this capacity his responsibilities include coordinating engagement between the company and its institutional and retail shareholders, with a primary focus on corporate governance, environmental and social issues. He
joined The Coca-Cola Company in 1984 and has managed a variety of domestic and international assignments for the business. Mr. Preisinger serves on the Advisory Board for the Ira M. Millstein Center for Global Markets and Corporate Ownership at
Columbia Law School and is an Emeritus member of the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware. He is a past member of the New York Stock Exchange Listed Company Advisory Board and the Board of
Governors of the International Corporate Governance Network. He is also a past Co-Chairman of the Council of Institutional Investors and he has been listed on the NACD 100 most influential people in the boardroom. The Board believes Mr. Preisinger’s
significant experience and insight into executive and corporate governance matters will greatly benefit the Board and complement its perspectives.
Mr. Scheerer has been a Director of the Company since December 2014. Mr. Scheerer is the Chief Executive Officer of Stonybrook Capital, LLC, which was founded in 2012 and is a specialist merchant
bank focused on the insurance industry. Mr. Scheerer is also an active investor in the insurance sector, and is a frequent speaker on the state of the insurance and reinsurance industries. Mr. Scheerer previously served on the board of directors of
Insurance Acquisition Corporation and on its compensation committee. He is also the chairman of the investment and advisory committee of the Inter-Atlantic Stonybrook Insurance Technology fund. Mr. Scheerer graduated from the University of
Pennsylvania with a Bachelor of Arts in Economics and International Relations. His extensive knowledge of the insurance industry provides valuable insight and perspective to the Board and is also a benefit and resource for management.
Mr. Thompson has been the President and Chief Executive Officer of American Southern Insurance Company, a subsidiary of the Company, since 2004; prior thereto he had been the President and Chief
Financial Officer of that company since 1984. He has been a Director of the Company since February 1996. Mr. Thompson is a certified public accountant and has been employed by American Southern for substantially his entire career. His insights with
respect to American Southern’s business model, its historical operations and the perspective on its niche products provide valuable insight to the Board of Directors.
Mr. Wheeler has been a Director of the Company since June 2015. He is the Founder and Chief Executive Officer of MaxMedia, a digital media marketing and branding agency based in Atlanta, Georgia
which he founded in 1996. Mr. Wheeler has founded, or was a member of the board of, a number of successful companies. Mr. Wheeler’s prior board experience and his executive leadership and success in various digital media marketing and branding
experiences provide additional expanded perspectives to the Board of Directors.
Mr. Franklin has been Vice President, Chief Financial Officer and Secretary of the Company since November 2017, and prior thereto served as Interim Chief Financial Officer from August 2017 to
November 2017. Since 2000 he has held various roles of increasing responsibility with Atlantic American and its subsidiaries, previously serving as Vice President, Accounting and Treasurer of Bankers Fidelity since 2009.
Board Leadership and Structure, and Risk Oversight
The Company is a “controlled company” and has historically experienced limited turnover in its senior management and Board of Directors. The Company maintains a board leadership structure under which
our President and Chief Executive Officer (“CEO”) also serves as the Chairman of the Board of Directors. We believe that the Company, like many other publicly-traded and private companies, is well-served by this leadership structure. Having one
person serve as both CEO and Chairman of the Board demonstrates for our employees, agents, suppliers, customers and other shareholders that our Company is under strong leadership, with a single person setting the tone and having primary
responsibility for managing our operations and guiding our strategic efforts. We believe having a single leader for both the Company and the Board of Directors eliminates the potential for confusion or duplication of efforts, and provides clear
direction and leadership for our Company. We believe that having one person serve as CEO and Chairman of the Board is appropriate and in the best interests of our Company and our shareholders at this time.
The Board has not formally designated a lead independent director and believes that as a result thereof, executive sessions of the Board, which are attended solely by independent directors, result in
an open and free flow of discussion of any and all matters that any director may believe relevant to the Company and/or its management.
The Company believes that its leadership structure appropriately allows all directors to effectively participate in the provision of risk oversight. While the Board maintains oversight responsibility
for the management of the Company’s risks, it has delegated oversight responsibility for certain areas of potential exposure to its committees. The Audit Committee oversees the accounting and financial reporting processes of the Company, as well as
legal and compliance matters and risk management. The Audit Committee charter provides that the Audit Committee is responsible for overseeing the internal controls of the Company along with its adherence to compliance and regulatory requirements. The
Audit Committee also reviews and approves all transactions with related parties. On at least a quarterly basis, the Company’s Assistant Vice President of Internal Audit provides a comprehensive report to the Audit Committee regarding the Company’s
risk management activities. While the Audit Committee has been delegated primary responsibility for overseeing risk management, our entire Board of Directors is actively involved in overseeing this function for the Company. The full Board also
engages in periodic discussion with the CEO, Chief Financial Officer (“CFO”), executive management of each of the Company’s operating subsidiaries and other corporate officers as the Board may deem appropriate or desirable. In addition to the roles
performed by the Audit Committee, the Stock Option and Compensation Committee considers, evaluates and oversees potential risks that may arise through the implementation of our compensation programs and engages directly with all Board members, as and
if necessary. We do not believe our compensation programs encourage unnecessary or excessive risk taking.
The Company believes that its leadership structure promotes effective Board oversight of risk management because the Board directly, and through its various committees, is regularly provided by
management the information necessary to appropriately monitor, evaluate and assess the Company’s overall risk management.
Pursuant to our bylaws (the “Bylaws”), any director who is an “independent director” under the listing standards of the NASDAQ Stock Market (the “NASDAQ Rules”) and not a member of the family of the
controlling shareholder of the Company shall offer to resign from the Board upon reaching age 72 and not be eligible to stand for reelection to the Board following such individual having reached age 72, absent a waiver from such requirement, which
waiver may only be granted by affirmative vote of the majority of the members of the Board, not including the affected member.
Committees of the Board of Directors
As a result of the level of beneficial ownership of our Common Stock by members of the Robinson and Howell families and their affiliates, the Company meets the definition of a “controlled company” as
defined pursuant to Rule 5615(c)(1) of the NASDAQ Rules. Accordingly, the Company is exempt from certain requirements of the NASDAQ Rules, including the requirement that a majority of its Board of Directors be independent, as defined in such rules,
the requirement that director nominees be selected, or recommended for the board’s selection, by either a majority of the independent directors or a nominating committee comprised solely of independent directors, and certain requirements relating to
the determination of executive officer compensation. Notwithstanding this, however, the Board of Directors has determined that the following individuals are independent pursuant to the NASDAQ Rules for purposes of serving as a member of the Board of
Directors: Mark E. Preisinger, Joseph M. Scheerer and D. Keehln Wheeler.
The Board of Directors of the Company has three standing committees: the Executive Committee, the Stock Option and Compensation Committee and the Audit Committee.
The Executive Committee consists of Messrs. Howell and Wheeler, and Mrs. Howell. The Executive Committee’s function is to act in the place and stead of the Board of Directors to the extent permitted
by law on matters which require Board action between meetings of the Board of Directors. The Executive Committee met once during 2022.
The Stock Option and Compensation Committee consists of Messrs. Wheeler, Scheerer and Preisinger (Chairman), who are each independent pursuant to the NASDAQ Rules. The Stock Option and Compensation
Committee’s function is to establish the number of equity incentive awards to be granted to officers and key employees and the annual salaries and bonus amounts payable to executive officers of the Company. The Stock Option and Compensation Committee
met or acted by written consent two times during 2022. Due to its status as a “controlled company” pursuant to NASDAQ Rules and the related historically low turnover among Board and Committee members, as well as among the Company’s executive
officers, the Board has not foreseen a need to adopt a written charter to govern the Stock Option and Compensation Committee’s functions or to engage a compensation consultant. The committee maintains the sole authority to fulfill its
responsibilities and has not delegated any responsibilities except that the Committee may from time to time authorize one or more officers of the Company to designate employees (other than executive officers of the Company) to receive awards under
the Company’s 2022 Equity and Incentive Compensation Plan (the “2022 Plan”) and to determine the size of such awards, subject to the limitations set forth in the 2022 Plan. During the course of the committee’s decision process regarding compensation
for the executive officers, the committee may seek input from Mr. Howell with respect to the performance of the other officers and other factors to consider in making compensation decisions.
The Audit Committee is currently composed of Messrs. Wheeler (Chairman), Scheerer and Preisinger. The Audit Committee oversees the Company’s (i) financial reports and other financial information;
(ii) systems of internal controls regarding finance, accounting, legal compliance and ethics; and (iii) auditing, accounting and financial reporting processes.
The Board of Directors has determined that all members of the Audit Committee are independent for purposes of being an Audit Committee member, and financially literate, as such terms are defined in
the NASDAQ Rules and the rules of the SEC. In addition, the Board of Directors has determined that Mr. Scheerer is an “audit committee financial expert” as defined by the SEC in Item 407(d) of Regulation S-K. In making such determination, the Board
took into consideration, among other things, the express provision in Item 407(d) of Regulation S-K that the determination that a person is an audit committee financial expert shall not impose any greater responsibility or liability on that person
than the responsibility and liability imposed on such person as a member of the Audit Committee, nor shall it affect the duties and obligations of other Audit Committee members or the Board of Directors. The Audit Committee has a written charter
which sets out its authority and responsibilities, a copy of which is available on the Company’s website, www.atlam.com. The Audit Committee met four times during 2022.
Due to its status as a controlled company pursuant to NASDAQ Rules and the related historically small turnover of its members, the Board has not historically foreseen the need to establish a separate
nominating committee or adopt a written charter to govern the director nomination process. The Company’s controlling shareholder and the Board of Directors have generally addressed the need to retain members and fill vacancies after discussion among
current members, or the members of the Executive Committee, if necessary in lieu of the full Board, and the Company’s management, with the input from the Company’s controlling shareholder. The Board of Directors does not have any specific
qualifications that are required to be met by director candidates and does not have a formal process for identifying and evaluating director candidates.
Additionally, the Board of Directors does not have a formal policy with respect to the consideration of any director candidates recommended by shareholders and, for the foregoing reasons, has
determined that it is appropriate not to have such a formal policy at this time. The Board of Directors, however, will give due consideration to director candidates recommended by shareholders. Any shareholder that wishes to nominate a director
candidate should submit complete information as to the identity and qualifications of the director candidate to the Board of Directors, including all information that would be required to be disclosed about that person in a proxy statement relating
to the election of directors, at the address and in the manner set forth below for communication with the Board.
Executive sessions of the independent members of the Board of Directors are held as needed and determined by those Directors at the conclusion of each of the regular board meetings, but no less than
annually at the first regular Board meeting in each calendar year.
The Board of Directors met four times in 2022. Each current Director attended all of the meetings of the Board and its committees of which he or she was a member during 2022. The Company does not
have a formal policy regarding Director attendance at its annual meetings, but attendance by the Directors is encouraged and expected. At the Company’s 2022 annual meeting of shareholders, all of the Company’s directors were in attendance.
Shareholders may communicate with members of the Board of Directors by mail addressed to the full Board of Directors, a specific member of the Board of Directors or a particular committee of the
Board of Directors, at Atlantic American Corporation, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act (as defined below) requires our directors and executive officers, and persons who beneficially own more than 10% of our Common Stock, to file with the SEC reports of
ownership and changes in ownership of our equity securities. Based upon review of such reports and written representations from such persons, we believe all filing requirements were complied with in a timely manner during 2022, except for one late
Form 4 filed on December 19, 2022 by Joseph M. Scheerer reporting the acquisition of a grant of restricted stock.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or any persons
performing similar functions, as well as its directors and other employees. A copy of this Code of Business Conduct and Ethics has been filed as an exhibit to this annual report on Form 10-K.
| ITEM 11. |
EXECUTIVE COMPENSATION
|
2022 Summary Compensation Table
There is shown below information concerning the annual compensation for services in all capacities to the Company and its subsidiaries for the fiscal years ended December 31, 2022 and 2021 by the:
(i) Chairman, President and Chief Executive Officer of the Company and (ii) the Chief Financial Officer of the Company, who are the only executive officers of the Company (together, the “named executive officers”):
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)(1)
|
Stock
Awards
($)
|
All Other
Compensation
($)
|
Total
($)(2)
|
|||||||||||||||
|
Hilton H. Howell, Jr.
|
2022
|
550,000
|
800,000
|
-0-
|
122,516
|
(3) |
1,472,516
|
||||||||||||||
|
Chairman of the Board,
|
2021
|
541,667
|
675,000
|
-0-
|
102,166
|
1,318,833
|
|||||||||||||||
|
President and CEO
|
|||||||||||||||||||||
|
J. Ross Franklin
|
2022
|
363,825
|
300,000
|
-0-
|
52,751
|
(4) |
716,576
|
||||||||||||||
|
Vice President,
|
2021
|
341,250
|
250,000
|
-0-
|
50,762
|
642,012
|
|||||||||||||||
|
CFO and Secretary
|
|||||||||||||||||||||
| (1) |
Discretionary bonuses awarded by the Stock Option and Compensation Committee.
|
| (2) |
For Mr. Howell, does not include amounts he may be deemed to have received pursuant to certain related party transactions described below under “Certain Relationships and Related Person Transactions.”
|
| (3) |
Includes fees paid in cash for serving as a director of the Company and subsidiaries of $95,000 ($50,000 of which would otherwise be reported in the “Fees Earned or Paid in Cash” column of the 2022 Director Compensation Table below) and
401(k) plan employer contributions of $27,450.
|
| (4) |
Includes fees paid in cash for serving as a director of subsidiaries of $18,000 and 401(k) plan employer contributions of $33,855.
|
Additional Narrative Disclosure
Retirement Benefits
The Company offers a tax-qualified 401(k) plan to its employees, under which participating employees may contribute a portion of their eligible compensation into their plan accounts. Each of the named executive officers
was eligible to participate in the 401(k) plan during fiscal 2022. The Company makes matching contributions under the 401(k) plan equal to 35% of up to the first 6% of employee contributions, subject to tax-based limitations.
Severance and Change in Control Compensation
The Company does not have any arrangements in place with the named executive officers that provide for payments in connection with their termination of service or a change in control of the Company.
Outstanding Equity Awards at 2022 Fiscal Year-End
The named executive officers did not hold any outstanding equity awards as of December 31, 2022.
|
Stock Awards
|
||||
|
Name
|
# of Shares or Units of
Stock That Have Not
Vested
|
Market Value of
Shares or Units of Stock
That Have Not Vested ($)
|
Equity Incentive Plan Awards: #
of Unearned Shares, Units or
Other Rights That Have Not
Vested
|
Equity Incentive Plan
Awards: Market or Payout
Value of Unearned Shares,
Units or Other Rights that
Have Not Vested ($)
|
|
Hilton H. Howell, Jr.
|
- |
-
|
-
|
-
|
|
J. Ross Franklin
|
- |
-
|
-
|
-
|
Pay Versus Performance Disclosure
|
Pay Versus Performance(1)
|
||||||||||||||||||||||||
|
Year
(a)
|
Summary Compensation
Table (“SCT”)
Total for PEO
(b)
|
Compensation
Actually Paid
to PEO
(c)(2)
|
Average
Summary Compensation
Table Total for Non-PEO Named Executive Officers
(d)
|
Average
Compensation
Actually Paid to Non-PEO
Named
Executive
Officers
(e)(2)
|
Value of Initial
Fixed $100
Investment
Based On:
|
Net Income
(in thousands)
(g)(4)
|
||||||||||||||||||
|
Total Shareholder Return
(f)(3)
|
||||||||||||||||||||||||
|
2022
|
$
|
1,472,516
|
$
|
1,486,916
|
$
|
716,576
|
$
|
721,976
|
$
|
114.85
|
$
|
1,525
|
||||||||||||
|
2021
|
$
|
1,318,833
|
$
|
1,381,765
|
$
|
642,012
|
$
|
665,612
|
$
|
119.59
|
$
|
4,281
|
||||||||||||
| (1) |
Hilton H. Howell, Jr. was our principal executive officer (“PEO”) for the full year for each of 2022 and 2021. For each of 2022 and 2021, our only non-PEO named executive officer was J. Ross Franklin. Throughout this Pay Versus
Performance Disclosure, we refer to certain “average” amounts for the non-PEO named executive officers, in accordance with SEC rules. However, in each such instance, the amounts disclosed are solely with respect to Mr. Franklin.
|
| (2) |
For each of 2022 and 2021 (each, a “Covered Year”), in determining both the compensation actually paid (“CAP”) to our PEO and the average CAP to our non-PEO named executive officers for purposes of this Pay Versus Performance table (“PVP
Table”), we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) for such Covered Year the following amounts:
|
|
Item and Value Added (Deducted)
|
2022
|
2021
|
||||||
|
For Mr. Howell:
|
||||||||
|
- SCT “Stock Awards” column value
|
—
|
—
|
||||||
|
- SCT “Option Awards” column value
|
—
|
—
|
||||||
|
+ year-end fair value of outstanding equity awards granted in Covered Year
|
—
|
—
|
||||||
|
+/- change in fair value of outstanding equity awards granted in prior years
|
—
|
$
|
10,400
|
|||||
|
+ vesting date fair value of equity awards granted and vested in Covered Year
|
—
|
—
|
||||||
|
+/- change in fair value of prior-year equity awards vested in Covered Year
|
$
|
13,867
|
|
$
|
51,465
|
|||
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year
|
—
|
—
|
||||||
|
+ includable dividends/earnings on equity awards during Covered Year
|
$
|
533
|
$
|
1,067
|
||||
|
For Non-PEO Named Executive Officers (Average):
|
||||||||
|
- SCT “Stock Awards” column value
|
—
|
—
|
||||||
|
- SCT “Option Awards” column value
|
—
|
—
|
||||||
|
+ year-end fair value of outstanding equity awards granted in Covered Year
|
—
|
—
|
||||||
|
+/- change in fair value of outstanding equity awards granted in prior years
|
—
|
$
|
3,900
|
|||||
|
+ vesting date fair value of equity awards granted and vested in Covered Year
|
—
|
—
|
||||||
|
+/- change in fair value of prior-year equity awards vested in Covered Year
|
$
|
5,200
|
|
$
|
19,300
|
|||
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year
|
—
|
—
|
||||||
|
+ includable dividends/earnings on equity awards during Covered Year
|
$
|
200 |
$
|
400
|
||||
| (3) |
For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $1.00 per share, measured as the quotient of (a) the sum of (i)
the cumulative amount of dividends for a period beginning with our closing price on the NASDAQ Global Market on December 31, 2020 through and including the last day of the fiscal year covered (each one-year and two-year period, the
“Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the
Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2022 and
2021, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.
|
| (4) |
Net income is calculated in accordance with United States Generally Accepted Accounting Principles.
|
The following charts provide, across the Covered Years, descriptions of the relationships between (1) the CAP to the PEO and the average of the CAP to our non-PEO named executive officers (in each
case as set forth in the PVP Table above) and (2) each of the performance measures set forth in columns (f) and (g) of the PVP Table above.
Compensation of Directors
Effective in November 2022, the Company increased its compensation program for members of the Board from a cash payment of $10,000 per Board meeting and $1,000 per committee meeting attended, to
$20,000 for each Board meeting attended, whether in person or telephonically, and $2,000 for each committee meeting attended, whether in person or telephonically. In addition, Directors are reimbursed for actual expenses incurred in connection with
attending meetings of the Board and/or committees of the Board. Pursuant to the Company’s 2022 Plan, Directors are eligible to receive stock options to purchase shares of Common Stock and other equity awards. In 2022, each of our non-employee
Directors received a grant of restricted stock valued at $30,600, which vested in full on May 8, 2023.
The following table provides information about the compensation paid or granted for services as a director of the Company for the year ended December 31, 2022. Mr. Howell also served as a director of
the Company during 2022. He did not receive any stock awards for such service, but did receive cash fees for his attendance at Board meetings. See the “Summary Compensation Table” above for information on the total compensation paid to Mr. Howell
for all services provided to the Company and its subsidiaries.
|
2022 Director Compensation
|
||||||||||||||||
|
Name
|
Fees Earned
or Paid in
Cash
($)
|
Stock
Awards
($) (1)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||
|
Robin R. Howell
|
50,000
|
30,600
|
-0-
|
80,600
|
(2) | |||||||||||
|
Mark E. Preisinger
|
55,000
|
30,600
|
-0-
|
85,600
|
||||||||||||
|
Joseph M. Scheerer
|
55,000
|
30,600
|
-0-
|
85,600
|
||||||||||||
|
Scott G. Thompson
|
50,000
|
-0-
|
-0-
|
(3) |
|
50,000
|
||||||||||
|
D. Keehln Wheeler
|
55,000
|
30,600
|
-0-
|
85,600
|
||||||||||||
| (1) |
Grant date fair value of stock awards calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. For a discussion of assumptions underlying the value of equity incentive awards,
see note 10 of the notes to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. As of December 31, 2022, each of the Company’s non-employee directors held 10,000 shares
of restricted stock.
|
| (2) |
Does not include amounts deemed received pursuant to certain related transactions and described below in “Certain Relationships and Related Person Transactions.”
|
| (3) |
For Mr. Thompson, excludes compensation received as an employee of a subsidiary of the Company.
|
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2022, the number of securities issuable upon exercise of outstanding options, warrants and rights, the weighted average exercise price thereof and
the number of securities remaining available for future issuance under the Company’s equity compensation plans:
|
Plan Category
|
Number of
Securities to Be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
|
Weighted-Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the
First Column)
|
|||||||||
|
Equity compensation plans approved by security holders
|
—
|
$
|
—
|
2,960,000
|
||||||||
|
Equity compensation plans not approved by security holders(1)
|
—
|
—
|
—
|
|||||||||
|
Total
|
—
|
$
|
—
|
2,960,000
|
||||||||
| (1) |
All the Company’s equity compensation plans have been approved by the Company’s shareholders.
|
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth ownership information regarding our outstanding equity securities as of June 12, 2023 by: (i) each person who is known to the Company to beneficially own more than 5%
of the outstanding shares of Common Stock of the Company; (ii) each Director; (iii) each executive officer named in the Summary Compensation Table above; and (iv) all of the Company’s Directors and executive officers as a group. The address of each
such person and entities controlled by such person is: c/o Atlantic American Corporation, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.
|
Common Stock(1)
|
Series D Preferred Stock(1)
|
|||||||||||||||
|
Name of Stockholder
|
Number of
Shares
|
Percent
of Class
|
Number of
Shares
|
Percent of
Class
|
||||||||||||
|
Harriett J. Robinson
|
15,217,583
|
(2)
|
74.57
|
%
|
55,000
|
(2)
|
100
|
%
|
||||||||
|
Hilton H. Howell, Jr.
|
835,119
|
(3)
|
4.09
|
%
|
-
|
-
|
||||||||||
|
Robin R. Howell
|
3,988,356
|
(4)
|
19.54
|
%
|
-
|
-
|
||||||||||
|
Mark E. Preisinger
|
20,000
|
(5)
|
*
|
-
|
-
|
|||||||||||
|
Joseph M. Scheerer
|
30,000
|
(5)
|
*
|
-
|
-
|
|||||||||||
|
Scott G. Thompson
|
145,959
|
|
*
|
-
|
-
|
|||||||||||
|
D. Keehln Wheeler
|
30,000
|
(5)
|
*
|
-
|
-
|
|||||||||||
|
J. Ross Franklin
|
36,979
|
*
|
-
|
-
|
||||||||||||
|
All directors and executive officers as a group (8 persons)
|
16,315,640
|
(6)
|
79.95
|
%
|
55,000
|
100
|
%
|
|||||||||
*Represents less than one percent.
|
(1)
|
All shares of stock are owned “beneficially” as set forth in the rules of the SEC. Under those rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, such security. The person is also deemed to be a beneficial owner of
any security of which that person has a right to acquire beneficial ownership (such as by exercise of options) within 60 days. Under such rules, more than one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. Except as indicated in other notes to this table, directors and executive officers possessed sole voting and investment
power with respect to all shares of stock referred to in the table. Except upon the occurrence of certain events, shares of Series D preferred stock, par value $1.00 per share (the “Series D Preferred Stock”), are not entitled to any vote,
whereas each share of Common Stock entitles its holder to one vote. The shares of Series D Preferred Stock are not currently convertible, but may become convertible into shares of Common Stock under certain conditions.
|
| (2) |
Includes: 8,047,048 shares of Common Stock held in trust for her children, with respect to which she serves as trustee; 919,721 shares of Common Stock held in trust for her grandchildren, with respect to which she serves as trustee;
5,120,555 shares of Common Stock owned by Gulf Capital Services, LLLP; and 55,000 shares of Series D Preferred Stock owned by Delta Life Insurance Company (“Delta Life”); all of which entities are controlled by Mrs. Robinson.
|
| (3) |
Includes: 283,772 shares held pursuant to the Company’s 401(k) Plan; and 34,075 shares owned directly or indirectly by his wife, excluding shares held in a trust for her benefit over which she does not have voting or dispositive power.
|
| (4) |
Includes: 3,954,281 shares held in a trust for her benefit over which Harriett J. Robinson serves as trustee; 2,175 shares held in an individual retirement account; and 10,000 shares of restricted stock as to which the holder has voting,
but not dispositive power. Does not include any shares held by Mr. Howell (see note 3 above).
|
| (5) |
Includes 10,000 shares of restricted stock as to which the holder has voting, but not dispositive power.
|
| (6) |
See notes 2 through 5 above.
|
The information required to be disclosed in this Item 12 by Item 201(d) of Regulation S-K is included in Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities” in the Form 10-K.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
The Company currently leases space for its principal offices, as well as the principal offices of certain of its subsidiaries, from 4370 Peachtree LLC. 4370 Peachtree LLC is controlled by Harriett J.
Robinson, a former member of our Board of Directors. During 2022, the Company leased such space from Delta Life. In December of 2022, ownership of the office building was transferred from Delta Life to 4370 Peachtree LLC. In addition, Mr. Howell
and Mrs. Howell are officers, directors and/or shareholders in Delta Life. Under the terms of the lease, the Company pays annual rent of approximately $0.5 million, plus a pro rata share of all real estate taxes, general maintenance and service
expenses and insurance costs with respect to the office building and related facilities. The lease does not have a set termination date, but is terminable by either party with at least twelve months advance notice. In 2022, the Company paid
approximately $0.9 million to Delta Life under the terms of the lease.
In 2022, Gray Television, Inc. (“Gray”) paid the Company approximately $1.7 million in insurance premiums related to certain voluntary employee benefits plans. Mr. Howell is the executive chairman
and chief executive officer, and a director, and Mrs. Howell is a director, of Gray.
The Company has outstanding 55,000 shares of its Series D Preferred Stock, all of which is owned by Delta Life. The outstanding shares of Series D Preferred Stock have a par value of $1 per share and
redemption value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option of the Board of Directors of the Company) and are cumulative; in certain circumstances may
be convertible into an aggregate of approximately 1,378,000 shares of Common Stock, subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock
without obtaining prior shareholder approval; and are redeemable solely at the Company’s option. The Series D Preferred Stock is not currently convertible. The Company had accrued, but unpaid, dividends, on the Series D Preferred Stock of $17,722 at
December 31, 2022. During 2022, the Company paid Series D Preferred Stock dividends of $0.4 million.
Information regarding the independence of the members of our Board of Directors is contained above under the heading “ITEM 10. Directors, Executive Officers and Corporate Governance – Committees of
the Board of Directors.”
| ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
The Company’s independent registered public accounting firm for the Company’s 2022 fiscal year end was FORVIS, LLP (“FORVIS”) and for the 2021 fiscal year was Dixon Hughes Goodman LLP (“DHG”). DHG,
the Company’s prior independent registered public accounting firm, completed its previously announced merger with BKD, LLP, effective June 1, 2022. Following the merger, the combined firm now operates under the name FORVIS.
Amounts paid to, or billed by, the Company’s independent registered public accounting firms, during the two most recent fiscal years by category were as follows:
Audit Fees
The Company has paid or expects to pay FORVIS (as successor to DHG) approximately $726,000, in the aggregate, for
professional services it rendered for the audit of the Company’s consolidated financial statements and audits of subsidiary company statutory reports for the fiscal year ended December 31, 2022 and the reviews of the interim financial statements
included in our quarterly reports on Form 10-Q filed during the fiscal year ended December 31, 2022. The Company paid DHG approximately $450,000, in the aggregate, for professional services it rendered for the audit of the Company’s consolidated
financial statements and audits of subsidiary company statutory reports for the fiscal year ended December 31, 2021 and the reviews of the interim financial statements included in our quarterly reports on Form 10-Q during the fiscal year ended
December 31, 2021.
Audit-Related Fees
The Company has paid or expects to pay FORVIS (as successor to DHG)
approximately $30,000 to audit the December 31, 2022 financial statements of The Atlantic American Corporation 401(k) Retirement Savings Plan (the “Plan”). During the fiscal year ended December 31, 2022, the Company paid DHG
approximately $28,000 to audit the December 31, 2021 financial statements of the Plan. During the fiscal year ended December 31, 2021, the Company paid DHG
approximately $26,000 for the audit of the December 31, 2020 financial statements of the Plan.
Tax Fees
There were no tax fees paid to FORVIS or DHG in 2022 or 2021.
All Other Fees
Neither FORVIS nor DHG provided any other category of products and services to the Company during the fiscal years ended December 31, 2022 or 2021 and, accordingly, no other fees were paid thereto in
either 2022 or 2021.
The Audit Committee considers whether the provision of non-audit services by the Company’s independent registered public accounting firm is compatible with maintaining auditor independence. All audit
and non-audit services to be performed by the Company’s independent registered public accounting firm must be, and for 2022 and 2021 were, approved in advance by the Audit Committee. Pursuant to the Audit Committee’s Audit and Non-Audit Services
Pre-Approval Policy (the “Policy”) and as permitted by SEC rules, the Audit Committee may delegate pre-approval authority to any of its members, provided that any service approved in this manner is reported to the full Audit Committee at its next
meeting.
The Policy provides for a general pre-approval of certain specifically enumerated services that are to be provided within specified fee levels. With respect to requests to provide specifically
enumerated services not specifically pre-approved pursuant to such general grant, such requests must be submitted to the Audit Committee by both the independent registered public accounting firm and the CFO, and must include a joint statement as to
whether, in their view, the request is consistent with SEC rules on auditor independence. Such requests must also be specific as to the nature of the proposed service, the proposed fee and any other details the Audit Committee may request.
PART IV
| Item 15. |
Exhibits and Financial Statement Schedules
|
| (a) |
List of documents filed as part of this report:
|
| 1. |
Financial Statements:
|
See Index to Financial Statements contained in Item 8 hereof.
| 2. |
Financial Statement Schedules:
|
Schedule II - Condensed financial information of the registrant
Schedule III - Supplementary insurance information of the registrant
Schedule IV - Reinsurance information for the registrant
Schedule VI - Supplemental information concerning property-casualty insurance operations of the registrant
Schedules other than those listed above are omitted as they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules
filed have been omitted because the information is not applicable.
| 3. |
Exhibits *:
|
|
Restated Articles of Incorporation of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K for the year ended December 31, 2008].
|
|
|
Restated Bylaws of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed on March 4, 2016].
|
|
|
Description of the registrant’s common stock registered pursuant to section 12 of the Securities Exchange Act of 1934 [incorporated by reference to Exhibit 4.1 to the
registrant’s Form 10-K filed on March 24, 2020].
|
|
|
10.01
|
Management Agreement, dated July 1, 1993, between the registrant and Atlantic American Life Insurance Company and Bankers Fidelity Life Insurance Company [incorporated by
reference to Exhibit 10.41 to the registrant’s Form 10-Q for the quarter ended September 30, 1993].
|
|
Tax Allocation Agreement, dated as of January 4, 2016, between the registrant and the registrant’s subsidiaries [incorporated by reference to Exhibit 10.02 to the registrant’s
Form 10-K for the year ended December 31, 2017].
|
|
|
Atlantic American Corporation 2012 Nonqualified Stock Purchase Plan [incorporated by reference to Exhibit 99.1 to the registrant’s Form S-8 (File No. 333-183207) filed on
August 10, 2012].
|
|
|
Atlantic American Corporation 2012 Equity Incentive Plan [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2013].
|
|
|
Lease Agreement, dated as of November 1, 2007, between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American Corporation and Delta
Life Insurance Company [incorporated by reference to Exhibit 10.10 to the registrant’s Form 10-K for the year ended December 31, 2007].
|
|
|
First Amendment to Lease Agreement, dated as of March 31, 2008, between Georgia Casualty & Surety Company, Bankers Fidelity Life Insurance Company, Atlantic American
Corporation and Delta Life Insurance Company [incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q for the quarter ended March 31, 2008].
|
|
|
Assignment and Assumption of Leases and Contracts, dated as of December 21, 2022, by and between Delta Life Insurance Company and 4370 Peachtree LLC.
|
|
|
Employment and Transition Agreement with Fixed Determination Date, dated as of June 14, 2017 by and between John G. Sample, Jr. and the registrant [incorporated by reference to
Exhibit 10.07 to the registrant’s Form 10-K for the year ended December 31, 2017].
|
|
|
Revolving Credit Agreement, dated as of May 12, 2021, by and between Atlantic American Corporation and Truist Bank [incorporated by reference to Exhibit 10.1 to the
registrant’s Form 8-K filed with the SEC on May 13, 2021].
|
|
|
Atlantic American Corporation 2022 Equity and Incentive Compensation Plan [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed on May 31, 2022].
|
|
|
Code of Business Conduct and Ethics [incorporated by reference to Exhibit 14.1 to the registrant’s Form 10-K for the year ended December 31, 2003].
|
|
|
Subsidiaries of the registrant [incorporated by reference to Exhibit 21.1 to the registrant’s Form 10-K for the year ended December 31, 2015].
|
|
|
Consent of FORVIS LLP, Independent Registered Public Accounting Firm.
|
|
|
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.
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase.
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase.
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase.
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase.
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
| * |
The registrant agrees to furnish to the Commission upon request a copy of any instruments defining the rights of security holders of the registrant that may be omitted from filing in accordance with the Commission’s rules and regulations.
|
| ** |
Management contract, compensatory plan or arrangement.
|
| Item 16. |
Form 10-K Summary
|
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
ATLANTIC AMERICAN CORPORATION
|
||
|
(Registrant)
|
||
|
By:
|
/s/ J. Ross Franklin
|
|
|
J. Ross Franklin
|
||
|
Vice President and Chief Financial Officer
|
||
|
Date: June 30, 2023
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Hilton H. Howell, Jr.
|
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
June 30, 2023
|
||
|
HILTON H. HOWELL, JR.
|
||||
|
/s/ J. Ross Franklin
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
June 30, 2023
|
||
|
J. ROSS FRANKLIN
|
||||
|
/s/ Robin R. Howell
|
Director
|
June 30, 2023
|
||
|
ROBIN R. HOWELL
|
||||
|
/s/ Mark E. Preisinger
|
Director
|
June 30, 2023
|
||
|
MARK E. PREISINGER
|
||||
|
/s/ Joseph M. Scheerer
|
Director
|
June 30, 2023
|
||
|
JOSEPH M. SCHEERER
|
||||
|
/s/ Scott G. Thompson
|
Director
|
June 30, 2023
|
||
|
SCOTT G. THOMPSON
|
||||
|
/s/ D. Keehln Wheeler
|
Director
|
June 30, 2023
|
||
|
D. KEEHLN WHEELER
|
Schedule II
Page 1 of 3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
BALANCE SHEETS
ASSETS
|
December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Investments
|
|
|
||||||
|
Investment in subsidiaries
|
|
|
||||||
|
Investments in unconsolidated trusts
|
|
|
||||||
| Deferred tax asset, net | ||||||||
|
Income taxes receivable from subsidiaries
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Other payables
|
$ |
$ |
||||||
|
Revolving credit facility
|
||||||||
|
Junior subordinated debentures
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
Shareholders’ equity
|
|
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
||||
See accompanying report of independent registered public accounting firm.
Schedule II
Page 2 of 3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
STATEMENTS OF OPERATIONS
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
REVENUE
|
||||||||
|
Fee income from subsidiaries
|
$
|
|
$
|
|
||||
|
Distributed earnings from subsidiaries
|
|
|
||||||
|
Unrealized gains (losses) on equity securities, net
|
(
|
)
|
|
|||||
|
Other
|
|
(
|
)
|
|||||
|
Total revenue
|
|
|
||||||
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
||||||
|
INTEREST EXPENSE
|
|
|
||||||
|
(
|
)
|
|
||||||
|
INCOME TAX BENEFIT(1)
|
(
|
)
|
(
|
)
|
||||
|
|
|
|||||||
|
EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES, NET
|
(
|
)
|
|
|||||
|
NET INCOME
|
$
|
|
$
|
|
||||
| (1) |
|
See accompanying report of independent registered public accounting firm.
Schedule II
Page 3 of 3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ATLANTIC AMERICAN CORPORATION
(Parent Company Only)
STATEMENTS OF CASH FLOWS
|
Year Ended December 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
(In thousands)
|
||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net Income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Unrealized losses (gains) on equity securities, net
|
|
(
|
)
|
|||||
|
Depreciation and amortization
|
|
|
||||||
|
Compensation expense related to share awards
|
|
|
||||||
|
Earnings from equity method investees
|
( |
) | ||||||
|
Equity in undistributed earnings of subsidiaries, net
|
|
(
|
)
|
|||||
|
Decrease (increase) in intercompany taxes
|
|
(
|
)
|
|||||
|
Deferred income tax benefit
|
(
|
)
|
(
|
)
|
||||
|
(Decrease) increase in accounts payable and accrued expenses
|
(
|
)
|
|
|||||
|
Other, net
|
(
|
)
|
(
|
)
|
||||
|
Net cash (used in) provided by operating activities
|
(
|
)
|
|
|||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Additions to property and equipment
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Payment of dividends on Series D preferred stock
|
(
|
)
|
(
|
)
|
||||
|
Payment of dividends on common stock
|
(
|
)
|
(
|
)
|
||||
|
Proceeds from shares issued under stock plans
|
|
|
||||||
|
Proceeds from revolving credit facility, net
|
||||||||
|
Treasury stock acquired — net employee share-based compensation
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
|
(
|
)
|
|||||
|
Net increase (decrease) in cash
|
|
(
|
)
|
|||||
|
Cash and cash equivalents at beginning of year
|
|
|
||||||
|
Cash and cash equivalents at end of year
|
$
|
|
$
|
|
||||
|
Supplemental disclosure:
|
||||||||
|
Cash paid for interest
|
$
|
|
$
|
|
||||
|
Cash paid for income taxes
|
$
|
|
$
|
|
||||
|
Intercompany tax settlement from subsidiaries
|
$
|
|
$
|
|
||||
See accompanying report of independent registered public accounting firm.
Schedule III
Page 1 of 2
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
|
Segment
|
Deferred
Acquisition
Costs
|
Future Policy
Benefits,
Losses,
Claims and
Loss
Reserves
|
Unearned
Premiums
|
Other Policy
Claims and
Benefits
Payable
|
||||||||||||
|
(In thousands)
|
||||||||||||||||
|
December 31, 2022:
|
||||||||||||||||
|
Bankers Fidelity
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
American Southern
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
(1)
|
$
|
|
$
|
|
||||||||
|
December 31, 2021:
|
||||||||||||||||
|
Bankers Fidelity
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
American Southern
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
(2)
|
$
|
|
$
|
|
||||||||
| (1) |
|
| (2) |
|
See accompanying report of independent registered public accounting firm.
Schedule III
Page 2 of 2
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
|
Segment
|
Premium
Revenue
|
Net
Investment
Income
|
Benefits,
Claims,
Losses and
Settlement
Expenses
|
Amortization
of Deferred
Acquisition
Costs
|
Other
Operating
Expenses
|
Casualty
Premiums
Written
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
|
December 31, 2022:
|
||||||||||||||||||||||||
|
Bankers Fidelity
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
American Southern
|
|
|
|
|
|
|
||||||||||||||||||
|
Corporate & other
|
|
|
|
|
|
|
||||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||
|
December 31, 2021:
|
||||||||||||||||||||||||
|
Bankers Fidelity
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
American Southern
|
|
|
|
|
|
|
||||||||||||||||||
|
Corporate & other
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||
See accompanying report of independent registered public accounting firm.
Schedule IV
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
REINSURANCE INFORMATION
|
Direct
Amount
|
Ceded to
Other
Companies
|
Assumed
From Other
Companies
|
Net
Amounts
|
Percentage
of Amount
Assumed
to Net
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||
|
Year ended December 31, 2022:
|
||||||||||||||||||||
|
Life insurance in force
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||||
|
Premiums —
|
||||||||||||||||||||
|
Bankers Fidelity
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|
%
|
|||||||||
|
American Southern
|
|
(
|
)
|
|
|
|
%
|
|||||||||||||
|
Total premiums
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|
%
|
|||||||||
|
Year ended December 31, 2021:
|
||||||||||||||||||||
|
Life insurance in force
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||||
|
Premiums —
|
||||||||||||||||||||
|
Bankers Fidelity
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|
%
|
|||||||||
|
American Southern
|
|
(
|
)
|
|
|
|
%
|
|||||||||||||
|
Total premiums
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|
%
|
|||||||||
See accompanying report of independent registered public accounting firm.
Schedule VI
ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
|
Claims and Claim
Adjustment
Expenses Incurred
Related To
|
||||||||||||||||||||||||||||||||||||||||
|
Year Ended
|
Deferred
Policy
Acquisition
Costs
|
Reserves
|
Unearned
Premiums
|
Earned
Premiums
|
Net
Investment
Income
|
Current
Year
|
Prior
Years
|
Amortization
of Deferred
Acquisition
Costs
|
Paid Claims
and Claim
Adjustment
Expenses
|
Premiums
Written
|
||||||||||||||||||||||||||||||
|
|
(In thousands) | |||||||||||||||||||||||||||||||||||||||
|
December 31, 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||
|
December 31, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||
See accompanying report of independent registered public accounting firm.
74
