UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014
OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-3722

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

Georgia
58-1027114
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
4370 Peachtree Road, N.E.,
Atlanta, Georgia
(Address of principal executive offices)
30319
(Zip Code)

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

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  þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer ¨  Accelerated filer ¨  Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨ No þ
 
The total number of shares of the registrant's Common Stock, $1 par value, outstanding on August 7, 2014 was 20,705,977.
 


ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS

Part I.       Financial Information
Page No.
 
 
 
Item 1.
 
 
 
 
 
2
 
 
 
 
3
 
 
 
 
4
 
 
 
 
5
 
 
 
 
6
 
 
 
 
7
 
 
 
Item 2.
17
 
 
 
Item 4.
24
 
Part II.      Other Information
 
 
 
 
Item 2.
25
 
 
 
Item 6.
26
 
 
 
27


PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

ASSETS
 
Unaudited
   
 
 
June 30,
   
December 31,
 
 
2014
   
2013
 
Cash and cash equivalents
 
$
27,759
   
$
33,102
 
Investments:
               
Fixed maturities (cost: $203,708 and $201,217)
   
214,294
     
201,303
 
Common and non-redeemable preferred stocks (cost: $12,164 and $12,432)
   
20,259
     
21,890
 
Other invested assets (cost: $3,032 and $2,123)
   
3,032
     
2,123
 
Policy loans
   
2,268
     
2,369
 
Real estate
   
38
     
38
 
Investment in unconsolidated trusts
   
1,238
     
1,238
 
Total investments
   
241,129
     
228,961
 
Receivables:
               
Reinsurance
   
16,184
     
14,314
 
Insurance premiums and other (net of allowance for doubtful accounts: $322 and $339)
   
16,413
     
9,343
 
Deferred income taxes, net
   
-
     
363
 
Deferred acquisition costs
   
27,184
     
27,509
 
Other assets
   
5,591
     
3,245
 
Intangibles
   
2,544
     
2,544
 
Total assets
 
$
336,804
   
$
319,381
 

LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance reserves and policyholder funds:
 
   
 
Future policy benefits
 
$
70,408
   
$
69,864
 
Unearned premiums
   
32,908
     
27,415
 
Losses and claims
   
67,043
     
63,018
 
Other policy liabilities
   
1,438
     
2,076
 
Total insurance reserves and policyholder funds
   
171,797
     
162,373
 
Accounts payable and accrued expenses
   
14,144
     
14,843
 
Deferred income taxes, net
   
2,988
     
-
 
Junior subordinated debenture obligations
   
41,238
     
41,238
 
Total liabilities
   
230,167
     
218,454
 
 
               
Commitments and contingencies (Note 6)
               
Shareholders’ equity:
               
Preferred stock, $1 par, 4,000,000 shares authorized; Series D preferred, 65,000 shares issued and outstanding; $6,500 redemption value
   
65
     
65
 
Common stock, $1 par, 50,000,000 shares authorized; shares issued: 22,400,894; shares outstanding: 20,765,840 and 21,117,874
   
22,401
     
22,401
 
Additional paid-in capital
   
57,239
     
57,103
 
Retained earnings
   
19,777
     
18,738
 
Accumulated other comprehensive income
   
12,143
     
6,204
 
Unearned stock grant compensation
   
(476
)
   
(485
)
Treasury stock, at cost: 1,635,054 and 1,283,020 shares
   
(4,512
)
   
(3,099
)
Total shareholders’ equity
   
106,637
     
100,927
 
Total liabilities and shareholders’ equity
 
$
336,804
   
$
319,381
 

The accompanying notes are an integral part of these consolidated financial statements.
-2-

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; Dollars in thousands, except per share data)

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
Revenue:
 
   
   
   
 
Insurance premiums
 
$
38,456
   
$
36,373
   
$
76,874
   
$
69,392
 
Investment income
   
2,599
     
2,774
     
5,197
     
5,679
 
Realized investment gains, net
   
485
     
5,454
     
593
     
6,132
 
Other income
   
46
     
47
     
82
     
95
 
Total revenue
   
41,586
     
44,648
     
82,746
     
81,298
 
 
                               
Benefits and expenses:
                               
Insurance benefits and losses incurred
   
27,069
     
24,999
     
53,897
     
48,361
 
Commissions and underwriting expenses
   
10,074
     
10,402
     
19,981
     
19,685
 
Interest expense
   
434
     
438
     
863
     
1,015
 
Other expense
   
3,023
     
2,746
     
6,026
     
5,163
 
Total benefits and expenses
   
40,600
     
38,585
     
80,767
     
74,224
 
Income before income taxes
   
986
     
6,063
     
1,979
     
7,074
 
Income tax expense
   
109
     
103
     
282
     
192
 
Net income
   
877
     
5,960
     
1,697
     
6,882
 
Preferred stock dividends
   
(118
)
   
(119
)
   
(236
)
   
(246
)
Net income applicable to common shareholders
 
$
759
   
$
5,841
   
$
1,461
   
$
6,636
 
 
                               
Earnings per common share (basic)
 
$
.04
   
$
.27
   
$
.07
   
$
.31
 
Earnings per common share (diluted)
 
$
.04
   
$
.26
   
$
.07
   
$
.30
 
 
The accompanying notes are an integral part of these consolidated financial statements.
-3-

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; Dollars in thousands)

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
Net income
 
$
877
   
$
5,960
   
$
1,697
   
$
6,882
 
Other comprehensive income (loss):
                               
Available-for-sale securities:
                               
Gross unrealized holding gain (loss) arising in the period
   
8,290
     
(10,763
)
   
9,730
     
(13,009
)
Related income tax effect
   
(2,902
)
   
3,767
     
(3,406
)
   
4,553
 
Less: reclassification adjustment for net realized gains included in net income (1)
   
(485
)
   
(5,454
)
   
(593
)
   
(6,132
)
Related income tax effect (2)
   
170
     
1,909
     
208
     
2,146
 
Net effect on other comprehensive income (loss)
   
5,073
     
(10,541
)
   
5,939
     
(12,442
)
Derivative financial instrument:
                               
Fair value adjustment to derivative financial instrument
   
-
     
-
     
-
     
141
 
Related income tax effect
   
-
     
-
     
-
     
(49
)
Net effect on other comprehensive income (loss)
   
-
     
-
     
-
     
92
 
Total other comprehensive income (loss), net of tax
   
5,073
     
(10,541
)
   
5,939
     
(12,350
)
Total comprehensive income (loss)
 
$
5,950
   
$
(4,581
)
 
$
7,636
   
$
(5,468
)
 
 
(1)
Realized gains on available-for-sale securities recognized in realized investment gains, net on the accompanying condensed consolidated statements of operations.
 
(2)
Income tax effect on reclassification adjustment for net realized gains included in income tax expense on the accompanying condensed consolidated statements of operations.
 
The accompanying notes are an integral part of these consolidated financial statements.
-4-

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited; Dollars in thousands)

 
 
Six Months Ended June 30, 2014
 
Preferred
Stock
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained Earnings
   
Accumulated
Other
Comprehensive
Income
   
Unearned Stock Grant Compensation
   
Treasury
Stock
   
Total
 
Balance, December 31, 2013
 
$
65
   
$
22,401
   
$
57,103
   
$
18,738
   
$
6,204
   
$
(485
)
 
$
(3,099
)
 
$
100,927
 
Net income
   
-
     
-
     
-
     
1,697
     
-
     
-
     
-
     
1,697
 
Other comprehensive income, net of tax
   
-
     
-
     
-
     
-
     
5,939
     
-
     
-
     
5,939
 
Dividends on common stock
   
-
     
-
     
-
     
(422
)
   
-
     
-
     
-
     
(422
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(236
)
   
-
     
-
     
-
     
(236
)
Restricted stock grants
   
-
     
-
     
101
     
-
     
-
     
(177
)
   
76
     
-
 
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
186
     
-
     
186
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(1,513
)
   
(1,513
)
Issuance of shares under stock plans
   
-
     
-
     
35
     
-
     
-
     
-
     
24
     
59
 
Balance, June 30, 2014
 
$
65
   
$
22,401
   
$
57,239
   
$
19,777
   
$
12,143
   
$
(476
)
 
$
(4,512
)
 
$
106,637
 
 
                                                               
Six Months Ended June 30, 2013
                                                               
Balance, December 31, 2012
 
$
70
   
$
22,401
   
$
57,180
   
$
8,621
   
$
19,571
   
$
-
   
$
(2,107
)
 
$
105,736
 
Net income
   
-
     
-
     
-
     
6,882
     
-
     
-
     
-
     
6,882
 
Other comprehensive loss, net of tax
   
-
     
-
     
-
     
-
     
(12,350
)
   
-
     
-
     
(12,350
)
Preferred stock redeemed
   
(5
)
   
-
     
(495
)
   
-
     
-
     
-
     
-
     
(500
)
Dividends on common stock
   
-
     
-
     
-
     
(423
)
   
-
     
-
     
-
     
(423
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(246
)
   
-
     
-
     
-
     
(246
)
Restricted stock grants
   
-
     
-
     
393
     
-
     
-
     
(704
)
   
311
     
-
 
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
55
     
-
     
55
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(520
)
   
(520
)
Issuance of shares under stock plans
   
-
     
-
     
10
     
-
     
-
     
-
     
103
     
113
 
Balance, June 30, 2013
 
$
65
   
$
22,401
   
$
57,088
   
$
14,834
   
$
7,221
   
$
(649
)
 
$
(2,213
)
 
$
98,747
 

The accompanying notes are an integral part of these consolidated financial statements.
-5-

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)

 
Six Months Ended
June 30,
 
 
2014
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
   
 
Net income
 
$
1,697
   
$
6,882
 
Adjustments to reconcile net income to net cash used in operating activities:
               
Amortization of deferred acquisition costs
   
5,484
     
5,272
 
Acquisition costs deferred
   
(5,159
)
   
(6,575
)
Realized investment gains, net
   
(593
)
   
(6,132
)
Increase in insurance reserves
   
9,424
     
14,203
 
Compensation expense related to share awards
   
186
     
55
 
Depreciation and amortization
   
424
     
297
 
Deferred income tax expense
   
153
     
95
 
Increase in receivables, net
   
(8,940
)
   
(15,264
)
Decrease in other liabilities
   
(3,080
)
   
(27
)
Other, net
   
(132
)
   
(54
)
Net cash used in operating activities
   
(536
)
   
(1,248
)
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from investments sold, called or matured
   
27,200
     
68,910
 
Investments purchased
   
(27,379
)
   
(37,953
)
Additions to property and equipment
   
(2,752
)
   
(233
)
Net cash (used in) provided by investing activities
   
(2,931
)
   
30,724
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Redemption of Series D preferred stock
   
-
     
(500
)
Payment of dividends on common stock
   
(422
)
   
(423
)
Proceeds from shares issued under stock plans
   
59
     
113
 
Purchase of shares for treasury
   
(1,513
)
   
(520
)
Net cash used in financing activities
   
(1,876
)
   
(1,330
)
 
               
Net (decrease) increase in cash and cash equivalents
   
(5,343
)
   
28,146
 
Cash and cash equivalents at beginning of period
   
33,102
     
18,951
 
Cash and cash equivalents at end of period
 
$
27,759
   
$
47,097
 
 
               
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for interest
 
$
866
   
$
1,079
 
Cash paid for income taxes
 
$
442
   
$
314
 

The accompanying notes are an integral part of these consolidated financial statements.

-6-

 ATLANTIC AMERICAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited; Dollars in thousands, except per share amounts)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Atlantic American Corporation (the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”).  All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.  The unaudited condensed consolidated financial statements included herein and these related notes should be read in conjunction with the Company’s consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.  The Company’s financial condition and results of operations as of and for the three month and six month periods ended June 30, 2014 are not necessarily indicative of the financial condition or results of operations that may be expected for the year ending December 31, 2014 or for any other future period.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ materially from those estimates.

Note 2. Segment Information

The Company’s primary operating subsidiaries, American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company (together known as “Bankers Fidelity”) operate in two principal business units, each focusing on specific products.  American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market.  Each business unit is managed independently and is evaluated on its individual performance.  The following sets forth the revenue and income before income taxes for each business unit for the three month and six month periods ended June 30, 2014 and 2013.

Revenues
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
American Southern
 
$
14,147
   
$
14,747
   
$
28,348
   
$
25,237
 
Bankers Fidelity
   
27,293
     
29,123
     
54,131
     
55,061
 
Corporate and Other
   
146
     
778
     
267
     
1,000
 
Total revenue
 
$
41,586
   
$
44,648
   
$
82,746
   
$
81,298
 

Income Before Income Taxes
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
American Southern
 
$
1,138
   
$
3,177
   
$
2,195
   
$
4,619
 
Bankers Fidelity
   
1,134
     
3,687
     
2,782
     
4,724
 
Corporate and Other
   
(1,286
)
   
(801
)
   
(2,998
)
   
(2,269
)
Income before income taxes
 
$
986
   
$
6,063
   
$
1,979
   
$
7,074
 

-7-

Note 3.
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 only those activities necessary or incidental thereto.

The financial structure of each of Atlantic American Statutory Trust I and II as of June 30, 2014 was as follows:

 
 
Atlantic American
Statutory Trust I
   
Atlantic American
Statutory Trust II
 
JUNIOR SUBORDINATED DEBENTURES (1) (2)
 
   
 
Principal amount owed
 
$
18,042
   
$
23,196
 
Balance June 30, 2014
   
18,042
     
23,196
 
Balance December 31, 2013
   
18,042
     
23,196
 
Coupon rate
 
LIBOR + 4.00%
   
LIBOR + 4.10%
 
Interest payable
 
Quarterly
   
Quarterly
 
Maturity date
 
December 4, 2032
   
May 15, 2033
 
Redeemable by issuer
 
Yes
   
Yes
 
TRUST PREFERRED SECURITIES
               
Issuance date
 
December 4, 2002
   
May 15, 2003
 
Securities issued
   
17,500
     
22,500
 
Liquidation preference per security
 
$
1
   
$
1
 
Liquidation value
   
17,500
     
22,500
 
Coupon rate
 
LIBOR + 4.00%
   
LIBOR + 4.10%
 
Distribution payable
 
Quarterly
   
Quarterly
 
Distribution guaranteed by (3)
 
Atlantic American Corporation
   
Atlantic American Corporation
 

(1) For each of the respective debentures, the Company has the right at any time, and from time to time, to defer payments of interest on the Junior Subordinated Debentures for a period not exceeding 20 consecutive quarters up to the debentures’ respective maturity dates.  During any such period, interest will continue to accrue and the Company may not declare or pay any cash dividends or distributions on, or purchase, the Company’s common stock nor make any principal, interest or premium payments on or repurchase any debt securities that rank equally with or junior to the Junior Subordinated Debentures.  The Company has the right at any time to dissolve each of the trusts and cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities.

(2) The Junior Subordinated Debentures are unsecured and rank junior and subordinate in right of payment to all senior debt of the Parent and are effectively subordinated to all existing and future liabilities of its subsidiaries.

(3) The Parent has guaranteed, on a subordinated basis, all of the obligations under the Trust Preferred Securities, including payment of the redemption price and any accumulated and unpaid distributions to the extent of available funds and upon dissolution, winding up or liquidation.

-8-

Note 4.
Earnings Per Common Share

A reconciliation of the numerator and denominator used in the earnings per common share calculations is as follows:

 
 
Three Months Ended
June 30, 2014
 
 
 
 
Income
   
Shares
(In thousands)
   
Per Share Amount
 
Basic and Diluted Earnings Per Common Share:
 
   
   
 
Net income
 
$
877
     
20,816
       
Less preferred stock dividends
   
(118
)
   
-
         
Net income applicable to common shareholders
 
$
759
     
20,816
   
$
.04
 
 
 
 
Three Months Ended
June 30, 2013
 
 
 
 
Income
   
Shares
(In thousands)
   
Per Share Amount
 
Basic Earnings Per Common Share:
 
   
   
 
Net income
 
$
5,960
     
21,268
   
 
Less preferred stock dividends
   
(119
)
   
-
   
 
Net income applicable to common shareholders
   
5,841
     
21,268
   
$
.27
 
Diluted Earnings Per Common Share:
                       
Effect of Series D preferred stock
   
119
     
1,629
         
Net income applicable to common shareholders
 
$
5,960
     
22,897
   
$
.26
 

 
 
Six Months Ended
June 30, 2014
 
 
 
 
Income
   
Shares
(In thousands)
   
Per Share Amount
 
Basic and Diluted Earnings Per Common Share:
 
   
   
 
Net income
 
$
1,697
     
20,944
       
Less preferred stock dividends
   
(236
)
   
-
         
Net income applicable to common shareholders
 
$
1,461
     
20,944
   
$
.07
 

 
 
Six Months Ended
June 30, 2013
 
 
 
 
Income
   
Shares
(In thousands)
   
Per Share Amount
 
Basic Earnings Per Common Share:
 
   
   
 
Net income
 
$
6,882
     
21,225
   
 
Less preferred stock dividends
   
(246
)
   
-
   
 
Net income applicable to common shareholders
   
6,636
     
21,225
   
$
.31
 
Diluted Earnings Per Common Share:
                       
Effect of dilutive stock options
   
-
     
38
         
Effect of Series D preferred stock
   
246
     
1,629
         
Net income applicable to common shareholders
 
$
6,882
     
22,892
   
$
.30
 

The assumed conversion of the Company’s Series D preferred stock was excluded from the earnings per common share calculation for the three month and six month periods ended June 30, 2014 since its impact would have been antidilutive.
-9-

Note 5. Income Taxes

A reconciliation of the differences between income taxes computed at the federal statutory income tax rate and income tax expense is as follows:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
Federal income tax provision at statutory rate of 35%
 
$
345
   
$
2,122
   
$
693
   
$
2,476
 
Dividends-received deduction
   
(30
)
   
(41
)
   
(61
)
   
(78
)
Small life insurance company deduction
   
(45
)
   
(78
)
   
(161
)
   
(78
)
Other permanent differences
   
9
     
9
     
19
     
18
 
Change in asset valuation allowance due to change in judgment relating to realizability of deferred tax assets
   
(170
)
   
(1,909
)
   
(208
)
   
(2,146
)
Income tax expense
 
$
109
   
$
103
   
$
282
   
$
192
 

The components of income tax expense were:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
Current - Federal
 
$
66
   
$
95
   
$
129
   
$
97
 
Deferred - Federal
   
213
     
1,917
     
361
     
2,241
 
Change in deferred tax asset valuation allowance
   
(170
)
   
(1,909
)
   
(208
)
   
(2,146
)
Total
 
$
109
   
$
103
   
$
282
   
$
192
 

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2014 and 2013 resulted from the dividends-received deduction (“DRD”), the small life insurance company deduction (“SLD”) and the change in deferred tax asset valuation allowance.  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 SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income (“LICTI”).  The SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3,000 and is ultimately phased out at $15,000.  The change in deferred tax asset valuation allowance was due to the unanticipated utilization of certain capital loss carryforward benefits that had been previously reduced to zero through an existing valuation allowance reserve.

Note 6.
Commitments and Contingencies

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 businesses.  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.
-10-

Note 7.
Investments

The following tables set forth the carrying value, gross unrealized gains, gross unrealized losses and amortized cost of the Company’s investments, aggregated by type and industry, as of June 30, 2014 and December 31, 2013.
 
Investments were comprised of the following:
 
 
 
June 30, 2014
 
 
 
 
Carrying
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
 
$
24,599
   
$
751
   
$
31
   
$
23,879
 
Obligations of states and political subdivisions
   
8,062
     
845
     
-
     
7,217
 
Corporate securities:
                               
Utilities and telecom
   
14,881
     
2,254
     
-
     
12,627
 
Financial services
   
58,119
     
3,810
     
91
     
54,400
 
Other business – diversified
   
73,884
     
3,201
     
536
     
71,219
 
Other consumer – diversified
   
33,947
     
1,046
     
673
     
33,574
 
Total corporate securities
   
180,831
     
10,311
     
1,300
     
171,820
 
Redeemable preferred stocks:
                               
Financial services
   
610
     
10
     
-
     
600
 
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
802
     
10
     
-
     
792
 
Total fixed maturities
   
214,294
     
11,917
     
1,331
     
203,708
 
Equity securities:
                               
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
   
1,468
     
504
     
-
     
964
 
Financial services
   
6,025
     
617
     
131
     
5,539
 
Other business – diversified
   
190
     
143
     
-
     
47
 
Other consumer – diversified
   
12,576
     
6,962
     
-
     
5,614
 
Total equity securities
   
20,259
     
8,226
     
131
     
12,164
 
Other invested assets
   
3,032
     
-
     
-
     
3,032
 
Policy loans
   
2,268
     
-
     
-
     
2,268
 
Real estate
   
38
     
-
     
-
     
38
 
Investments in unconsolidated trusts
   
1,238
     
-
     
-
     
1,238
 
Total investments
 
$
241,129
   
$
20,143
   
$
1,462
   
$
222,448
 

-11-

 
 
December 31, 2013
 
 
 
 
Carrying
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
 
$
17,240
   
$
576
   
$
210
   
$
16,874
 
Obligations of states and political subdivisions
   
7,611
     
402
     
17
     
7,226
 
Corporate securities:
                               
Utilities and telecom
   
16,532
     
1,353
     
7
     
15,186
 
Financial services
   
50,531
     
1,736
     
320
     
49,115
 
Other business – diversified
   
70,326
     
870
     
2,906
     
72,362
 
Other consumer – diversified
   
36,712
     
391
     
1,745
     
38,066
 
Total corporate securities
   
174,101
     
4,350
     
4,978
     
174,729
 
Redeemable preferred stocks:
                               
Financial services
   
2,159
     
4
     
41
     
2,196
 
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
2,351
     
4
     
41
     
2,388
 
Total fixed maturities
   
201,303
     
5,332
     
5,246
     
201,217
 
Equity securities:
                               
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
   
1,474
     
510
     
-
     
964
 
Financial services
   
5,761
     
514
     
560
     
5,807
 
Other business – diversified
   
178
     
131
     
-
     
47
 
Other consumer – diversified
   
14,477
     
8,863
     
-
     
5,614
 
Total equity securities
   
21,890
     
10,018
     
560
     
12,432
 
Other invested assets
   
2,123
     
-
     
-
     
2,123
 
Policy loans
   
2,369
     
-
     
-
     
2,369
 
Real estate
   
38
     
-
     
-
     
38
 
Investments in unconsolidated trusts
   
1,238
     
-
     
-
     
1,238
 
Total investments
 
$
228,961
   
$
15,350
   
$
5,806
   
$
219,417
 

The carrying value and amortized cost of the Company’s investments in fixed maturities at June 30, 2014 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.

 
 
June 30, 2014
 
 
 
Carrying
Value
   
Amortized
Cost
 
Due in one year or less
 
$
1,000
   
$
999
 
Due after one year through five years
   
17,060
     
16,074
 
Due after five years through ten years
   
118,208
     
112,762
 
Due after ten years
   
64,584
     
60,897
 
Varying maturities
   
13,442
     
12,976
 
Totals
 
$
214,294
   
$
203,708
 

-12-


The following table sets forth the carrying value, amortized cost, and net unrealized gains (losses) of the Company’s investments aggregated by industry as of June 30, 2014 and December 31, 2013.

 
 
June 30, 2014
   
December 31, 2013
 
 
 
Carrying
Value
   
Amortized
Cost
   
Unrealized
Gains
   
Carrying
Value
   
Amortized
Cost
   
Unrealized
Gains (Losses)
 
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
24,599
   
$
23,879
   
$
720
   
$
17,240
   
$
16,874
   
$
366
 
Obligations of states and political subdivisions
   
8,062
     
7,217
     
845
     
7,611
     
7,226
     
385
 
Utilities and telecom
   
16,349
     
13,591
     
2,758
     
18,006
     
16,150
     
1,856
 
Financial services
   
64,754
     
60,539
     
4,215
     
58,451
     
57,118
     
1,333
 
Other business – diversified
   
74,074
     
71,266
     
2,808
     
70,504
     
72,409
     
(1,905
)
Other consumer – diversified
   
46,715
     
39,380
     
7,335
     
51,381
     
43,872
     
7,509
 
Other investments
   
6,576
     
6,576
     
-
     
5,768
     
5,768
     
-
 
Investments
 
$
241,129
   
$
222,448
   
$
18,681
   
$
228,961
   
$
219,417
   
$
9,544
 
 
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 June 30, 2014 and December 31, 2013.

 
 
June 30, 2014
 
 
 
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
 
$
1,277
   
$
1
   
$
2,695
   
$
30
   
$
3,972
   
$
31
 
Corporate securities
   
8,699
     
111
     
20,635
     
1,189
     
29,334
     
1,300
 
Common and non-redeemable preferred stocks
   
-
     
-
     
2,869
     
131
     
2,869
     
131
 
Total temporarily impaired securities
 
$
9,976
   
$
112
   
$
26,199
   
$
1,350
   
$
36,175
   
$
1,462
 

-13-

 
 
December 31, 2013
 
 
 
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
 
$
8,326
   
$
210
   
$
-
   
$
-
   
$
8,326
   
$
210
 
Obligations of states and political subdivisions
   
1,018
     
17
     
-
     
-
     
1,018
     
17
 
Corporate securities
   
92,049
     
3,714
     
6,938
     
1,264
     
98,987
     
4,978
 
Redeemable preferred stocks
   
704
     
41
     
-
     
-
     
704
     
41
 
Common and non-redeemable preferred stocks
   
3,724
     
560
     
-
     
-
     
3,724
     
560
 
Total temporarily impaired securities
 
$
105,821
   
$
4,542
   
$
6,938
   
$
1,264
   
$
112,759
   
$
5,806
 

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 these 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.

As of June 30, 2014, securities in an unrealized loss position primarily included certain of the Company’s investments in fixed maturities within the other diversified business, other diversified consumer and financial services sectors. 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 June 30, 2014.

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 substantially all of its fixed maturities, which consist of U.S. Treasury securities and 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 using Level 2 criteria, the Company utilizes various external pricing sources.

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. The Company’s financial instruments valued using Level 3 criteria consist of a limited number of fixed maturities. As of June 30, 2014 and December 31, 2013, the value of the Company’s fixed maturities valued using Level 3 criteria was $2,117 and $1,991, respectively. The use of different criteria or assumptions regarding data may have yielded materially different valuations.
-14-

As of June 30, 2014, financial instruments carried at fair value were measured on a recurring basis as summarized below:

 
 
Quoted Prices in Active Markets
for Identical Assets
   
 
Significant Other Observable Inputs
   
 
 
Significant Unobservable Inputs
   
 
 
 
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Assets:
 
   
   
   
 
Fixed maturities
 
$
-
   
$
212,177
   
$
2,117
   
$
214,294
 
Equity securities
   
14,527
     
5,732
     
-
     
20,259
 
Cash equivalents
   
25,202
     
-
     
-
     
25,202
 
Total
 
$
39,729
   
$
217,909
   
$
2,117
   
$
259,755
 

As of December 31, 2013, financial instruments carried at fair value were measured on a recurring basis as summarized below:

 
 
Quoted Prices in Active Markets
for Identical Assets
   
 
Significant Other Observable Inputs
   
 
 
Significant Unobservable Inputs
   
 
 
 
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Assets:
 
   
   
   
 
Fixed maturities
 
$
-
   
$
199,312
   
$
1,991
   
$
201,303
 
Equity securities
   
16,406
     
5,484
     
-
     
21,890
 
Cash equivalents
   
31,618
     
-
     
-
     
31,618
 
Total
 
$
48,024
   
$
204,796
   
$
1,991
   
$
254,811
 

The following is a roll-forward of the Company’s financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three month and six month periods ended June 30, 2014.

 
 
Fixed Maturities
 
Balance, December 31, 2013
 
$
1,991
 
Total unrealized gains included in other comprehensive income
   
65
 
Balance, March 31, 2014
   
2,056
 
Total unrealized gains included in other comprehensive income
   
61
 
Balance, June 30, 2014
 
$
2,117
 

The Company’s fixed maturities valued using Level 3 inputs 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 (based on current cash flows) discounted at reasonable estimated rates of interest.  There are no assumed prepayments and/or default probability assumptions as a majority of these instruments contain certain U.S. government agency strips to support repayment of the principal.  Other qualitative and quantitative information received from the original underwriter of the pooled offerings is also considered, as applicable.
-15-

Note 8. Fair Values 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 table sets forth the carrying amount, estimated fair value and level within the fair value hierarchy of the Company’s financial instruments as of June 30, 2014 and December 31, 2013.

 
 
   
June 30, 2014
   
December 31, 2013
 
 
 
Level in Fair Value Hierarchy (1)
   
Carrying Amount
   
Estimated Fair Value
   
Carrying Amount
   
Estimated Fair Value
 
Assets:
 
   
   
   
   
 
Cash and cash equivalents
 
Level 1
   
$
27,759
   
$
27,759
   
$
33,102
   
$
33,102
 
Fixed maturities
   
(1) 
   
214,294
     
214,294
     
201,303
     
201,303
 
Equity securities
   
(1) 
   
20,259
     
20,259
     
21,890
     
21,890
 
Other invested assets
 
Level 3
     
3,032
     
3,032
     
2,123
     
2,123
 
Policy loans
 
Level 2
     
2,268
     
2,268
     
2,369
     
2,369
 
Real estate
 
Level 2
     
38
     
38
     
38
     
38
 
Investment in unconsolidated trusts
 
Level 2
     
1,238
     
1,238
     
1,238
     
1,238
 
 
Liabilities:
                                       
Junior subordinated debentures
 
Level 2
     
41,238
     
41,238
     
41,238
     
41,238
 

(1) See Note 7 for a description of the fair value hierarchy as well as a disclosure of levels for classes of these financial assets.

Note 9.
Accumulated Other Comprehensive Income

The following table sets forth the balance of each component of accumulated other comprehensive income as of June 30, 2014 and December 31, 2013, and the changes in the balance of each component thereof during the six month period ended June 30, 2014, net of taxes.

 
 
Unrealized
Gains on Available-for-
Sale Securities
 
Balance, December 31, 2013
 
$
6,204
 
Other comprehensive income before reclassifications
   
6,324
 
Amounts reclassified from accumulated other comprehensive income
   
(385
)
Net current-period other comprehensive income
   
5,939
 
Balance, June 30, 2014
 
$
12,143
 

Note 10. Subsequent Event

On August 4, 2014, the Company executed a trade to acquire $7,500 of the Trust Preferred Securities issued by Atlantic American Statutory Trust II.  See Note 3.  Consideration tendered, upon settlement, was $6,750 plus accrued interest.
-16-

Item 2.

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”) as of and for the three month and six month periods ended June 30, 2014. This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company (together known as “Bankers Fidelity”).  Each operating company is managed separately, offers different products and is evaluated on its individual performance.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures.   Actual results could differ significantly from those estimates.  The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of variability. The Company’s critical accounting policies and the resultant estimates considered most significant by management are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. During the three month period ended June 30, 2014, there were no changes to the critical accounting policies or related estimates from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Overall Corporate Results

The following presents the Company’s revenue, expenses and net income for the three month and six month periods ended June 30, 2014 and the comparable periods in 2013:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
 
 
(In thousands)
 
Insurance premiums
 
$
38,456
   
$
36,373
   
$
76,874
   
$
69,392
 
Investment income
   
2,599
     
2,774
     
5,197
     
5,679
 
Realized investment gains, net
   
485
     
5,454
     
593
     
6,132
 
Other income
   
46
     
47
     
82
     
95
 
Total revenue
   
41,586
     
44,648
     
82,746
     
81,298
 
Insurance benefits and losses incurred
   
27,069
     
24,999
     
53,897
     
48,361
 
Commissions and underwriting expenses
   
10,074
     
10,402
     
19,981
     
19,685
 
Other expense
   
3,023
     
2,746
     
6,026
     
5,163
 
Interest expense
   
434
     
438
     
863
     
1,015
 
Total benefits and expenses
   
40,600
     
38,585
     
80,767
     
74,224
 
Income before income taxes
 
$
986
   
$
6,063
   
$
1,979
   
$
7,074
 
Net income
 
$
877
   
$
5,960
   
$
1,697
   
$
6,882
 

-17-

Management also considers and evaluates performance by analyzing the non-GAAP measure, operating income, and believes it is a useful metric for investors, potential investors, securities analysts and others because it isolates the “core” results of the Company before considering certain items that are either beyond the control of management (such as taxes, which are subject to timing, regulatory and rate changes depending on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company’s operational results (such as any realized investment gains, which are not a part of the Company’s primary operations and are, to an extent, subject to discretion in terms of timing of realization).

A reconciliation of net income to operating income for the three month and six month periods ended June 30, 2014 and the comparable periods in 2013 is as follows:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
Reconciliation of Net Income to non-GAAP Measurement
 
2014
   
2013
   
2014
   
2013
 
 
 
(In thousands)
 
Net income
 
$
877
   
$
5,960
   
$
1,697
   
$
6,882
 
Income tax expense
   
109
     
103
     
282
     
192
 
Realized investment gains, net
   
(485
)
   
(5,454
)
   
(593
)
   
(6,132
)
Operating income
 
$
501
   
$
609
   
$
1,386
   
$
942
 

On a consolidated basis, the Company had net income of $0.9 million, or $0.04 per diluted share, for the three month period ended June 30, 2014, compared to net income of $6.0 million, or $0.26 per diluted share, for the three month period ended June 30, 2013.  The Company had net income of $1.7 million, or $0.07 per diluted share, for the six month period ended June 30, 2014, compared to net income of $6.9 million, or $0.30 per diluted share, for the six month period ended June 30, 2013.  Premium revenue for the three month period ended June 30, 2014 increased $2.1 million, or 5.7%, to $38.5 million from the comparable 2013 period.  For the six month period ended June 30, 2014, premium revenue increased $7.5 million, or 10.8%, to $76.9 million from the comparable 2013 period.  The increase in premium revenue for the three month and six month periods ended June 30, 2014 was primarily due to an increase in commercial automobile earned premiums in the property and casualty operations resulting from a significant state contract which incepted in the second quarter of 2013. The decrease in net income for the three month and six month periods ended June 30, 2014 was primarily due to decreases in investment income and realized investment gains.  Investment income decreased by $0.2 million and $0.5 million, respectively, and realized investment gains decreased by $5.0 million and $5.5 million, respectively, as the Company sold several higher yielding longer-term investments in 2013 in order to shorten the average maturity of its investment portfolio.  Operating income was $0.5 million in the three month period ended June 30, 2014 compared to $0.6 million in the three month period ended June 30, 2013.  The decrease in operating income for the three month period ended June 30, 2014 was attributable to the decrease in investment income and an increase in worksite related expenses as the Company accelerated product development and rate filings during the period.  Operating income increased to $1.4 million in the six month period ended June 30, 2014 from $0.9 million in the comparable period of 2013.  The increase in operating income for the six month period ended June 30, 2014 was due primarily to increased profitability in the life and health operations resulting from a decrease in losses in the six month period ended June 30, 2014 as compared to the same period in 2013. Partially offsetting the increase in operating income was a decrease in investment income and increased worksite product expense, both described above.

A more detailed analysis of the individual operating companies and other corporate activities is provided below.
-18-

American Southern

The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2014 and the comparable periods in 2013:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
 
 
(Dollars in thousands)
 
Gross written premiums
 
$
26,773
   
$
28,214
   
$
34,159
   
$
37,090
 
Ceded premiums
   
(1,544
)
   
(1,950
)
   
(3,249
)
   
(3,847
)
Net written premiums
 
$
25,229
   
$
26,264
   
$
30,910
   
$
33,243
 
Net earned premiums
 
$
12,925
   
$
11,354
   
$
25,951
   
$
20,281
 
Net loss and loss adjustment expenses
   
9,580
     
7,057
     
19,677
     
12,379
 
Underwriting expenses
   
3,429
     
4,512
     
6,476
     
8,238
 
Underwriting loss
 
$
(84
)
 
$
(215
)
 
$
(202
)
 
$
(336
)
Loss ratio
   
74.1
%
   
62.2
%
   
75.8
%
   
61.0
%
Expense ratio
   
26.6
     
39.7
     
25.0
     
40.6
 
Combined ratio
   
100.7
%
   
101.9
%
   
100.8
%
   
101.6
%

Gross written premiums at American Southern decreased $1.4 million, or 5.1%, during the three month period ended June 30, 2014, and $2.9 million, or 7.9%, during the six month period ended June 30, 2014, from the comparable periods in 2013.  The decrease in gross written premiums in both the three month and six month periods ended June 30, 2014 was primarily attributable to a decrease in commercial automobile written premiums resulting from the cancellation by the company of an agency due to unfavorable loss experience.  During the three month and six month periods ended June 30, 2014, gross written premiums from this agency decreased $3.4 million and $5.5 million, respectively, from the comparable periods in 2013.  Partially offsetting the decrease in gross written premiums in the three month and six month periods ended June 30, 2014 was an increase in commercial automobile and property business from both new and existing programs.

Ceded premiums decreased $0.4 million, or 20.8%, during the three month period ended June 30, 2014, and $0.6 million, or 15.5%, during the six month period ended June 30, 2014, from the comparable periods in 2013.  American Southern’s ceded premiums are determined as a percentage of earned premiums and generally will increase or decrease as earned premiums increase or decrease.  However, the change in ceded premiums during the three month and six month periods ended June 30, 2014 was disproportionate to the increase in earned premiums due to a reinsurance agreement entered into solely to reinsure the commercial automobile business in a specific state contract awarded to American Southern in the second quarter of 2013.  The decrease in ceded premiums for the three month and six month periods ended June 30, 2014 was primarily attributable to the decline in commercial automobile earned premiums resulting from the agency cancellation discussed above.  Commercial automobile business generally has higher contractual reinsurance cession rates than other lines of business.

The following presents American Southern’s net earned premiums by line of business for the three month and six month periods ended June 30, 2014 and the comparable periods in 2013 (in thousands):

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
 
 
(In thousands)
 
Commercial automobile
 
$
9,277
   
$
8,135
   
$
18,690
   
$
13,997
 
General liability
   
931
     
875
     
1,867
     
1,625
 
Property
   
883
     
600
     
1,728
     
1,199
 
Surety
   
1,834
     
1,744
     
3,666
     
3,460
 
Total
 
$
12,925
   
$
11,354
   
$
25,951
   
$
20,281
 

-19-

Net earned premiums increased $1.6 million, or 13.8%, during the three month period ended June 30, 2014, and $5.7 million, or 28.0%, during the six month period ended June 30, 2014, over the comparable periods in 2013.  The increase in net earned premiums for the three month and six month periods ended June 30, 2014 was primarily attributable to the increase in commercial automobile earned premiums from the state contract referenced previously.  Also contributing were increases in general liability and property earned premiums resulting from programs the company incepted in 2013.  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.

Net loss and loss adjustment expenses at American Southern increased $2.5 million, or 35.8%, during the three month period ended June 30, 2014, and $7.3 million, or 59.0%, during the six month period ended June 30, 2014, over the comparable periods in 2013.  As a percentage of premiums, net loss and loss adjustment expenses were 74.1% in the three month period ended June 30, 2014, compared to 62.2% in the three month period ended June 30, 2013.  For the six month period ended June 30, 2014, this ratio increased to 75.8% from 61.0% in the comparable period of 2013.  The increase in the loss ratio for the three month and six month periods ended June 30, 2014 was primarily due to increased losses, which were anticipated, in the commercial automobile line of business resulting from the state contract awarded to American Southern in the second quarter of 2013 referenced previously.  Also contributing to the increase in the loss ratio were higher claims in the general liability and surety lines of business.

Underwriting expenses decreased $1.1 million, or 24.0%, during the three month period ended June 30, 2014, and $1.8 million, or 21.4%, during the six month period ended June 30, 2014, from the comparable periods in 2013.  As a percentage of premiums, underwriting expenses were 26.6% in the three month period ended June 30, 2014, compared to 39.7% in the three month period ended June 30, 2013.  For the six month period ended June 30, 2014, this ratio decreased to 25.0% from 40.6% in the comparable period of 2013.  The decrease in the expense ratio for the three month and six month periods ended June 30, 2014 was primarily due to American Southern’s variable commission structure, which compensates the company’s agents in relation to the loss ratios of the business they write.  During periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease, and conversely, during periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase. During the three month and six month periods ended June 30, 2014, these commissions at American Southern decreased $1.1 million and $1.9 million, respectively, from the comparable periods in 2013 due to unfavorable loss experience.  Also contributing to the decrease in the 2014 second quarter and year to date expense ratios was the increase in earned premiums coupled with a relatively consistent level of fixed general and administrative expenses.

Bankers Fidelity

The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2014 and the comparable periods in 2013:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2014
   
2013
   
2014
   
2013
 
 
 
(Dollars in thousands)
 
Medicare supplement
 
$
21,373
   
$
20,867
   
$
42,900
   
$
41,064
 
Other health products
   
1,184
     
1,165
     
2,373
     
2,310
 
Life insurance
   
2,974
     
2,987
     
5,650
     
5,737
 
Total earned premiums
   
25,531
     
25,019
     
50,923
     
49,111
 
Insurance benefits and losses
   
17,489
     
17,942
     
34,220
     
35,982
 
Underwriting expenses
   
8,669
     
7,494
     
17,129
     
14,355
 
Total expenses
   
26,158
     
25,436
     
51,349
     
50,337
 
Underwriting loss
 
$
(627
)
 
$
(417
)
 
$
(426
)
 
$
(1,226
)
Loss ratio
   
68.5
%
   
71.7
%
   
67.2
%
   
73.3
%
Expense ratio
   
34.0
     
30.0
     
33.6
     
29.2
 
Combined ratio
   
102.5
%
   
101.7
%
   
100.8
%
   
102.5
%

-20-

Premium revenue at Bankers Fidelity increased $0.5 million, or 2.0%, during the three month period ended June 30, 2014, and $1.8 million, or 3.7%, during the six month period ended June 30, 2014, over the comparable periods in 2013.  Premiums from the Medicare supplement line of business increased $0.5 million, or 2.4%, during the three month period ended June 30, 2014, and $1.8 million, or 4.5%, during the six month period ended June 30, 2014, due primarily to the implementation of rate increases on renewal business.  Other health product premiums increased slightly during the same comparable periods, primarily as a result of new sales of the company’s short-term care products.  Premiums from the life insurance line of business decreased slightly during the three month period ended June 30, 2014, and $0.1 million, or 1.5%, during the six month period ended June 30, 2014 from the comparable 2013 periods due to the redemption and settlement of existing policy obligations exceeding the level of new sales activity.

Benefits and losses decreased $0.5 million, or 2.5%, during the three month period ended June 30, 2014, and $1.8 million, or 4.9%, during the six month period ended June 30, 2014, from the comparable periods in 2013.  As a percentage of premiums, benefits and losses were 68.5% in the three month period ended June 30, 2014, compared to 71.7% in the three month period ended June 30, 2013.  For the six month period ended June 30, 2014, this ratio decreased to 67.2% from 73.3% in the comparable period of 2013.  The decrease in the loss ratio for the three month and six month periods ended June 30, 2014 was primarily attributable to more favorable loss experience in the Medicare supplement line of business as well as the implementation of rate increases on previously sold products.

Underwriting expenses increased $1.2 million, or 15.7%, during the three month period ended June 30, 2014, and $2.8 million, or 19.3%, during the six month period ended June 30, 2014, over the comparable periods in 2013.  As a percentage of premiums, underwriting expenses were 34.0% in the three month period ended June 30, 2014, compared to 30.0% in the three month period ended June 30, 2013.  For the six month period ended June 30, 2014, this ratio increased to 33.6% from 29.2% in the comparable period of 2013.  The increase in the expense ratio for the three month and six month periods ended June 30, 2013 was primarily attributable to increases in agency and underwriting related expenses including increased hiring to support worksite product initiatives as well as expenses related to additional worksite development, discussed previously.

INVESTMENT INCOME AND REALIZED GAINS

Investment income decreased $0.2 million, or 6.3%, during the three month period ended June 30, 2014, and $0.5 million, or 8.5%, during the six month period ended June 30, 2014, from the comparable periods in 2013.  The decrease in investment income for the three month and six month periods ended June 30, 2014 was primarily attributable to sales during 2013 of a number of the Company’s higher yielding, longer-term fixed maturities due to management’s decision to shorten the average maturity in the portfolio.
 
The Company had net realized investment gains of $0.5 million during the three month period ended June 30, 2014, compared to net realized investment gains of $5.5 million in the three month period ended June 30, 2013.  The Company had net realized investment gains of $0.6 million during the six month period ended June 30, 2014, compared to net realized investment gains of $6.1 million in the six month period ended June 30, 2013.   The net realized investment gains in the three month and six month periods ended June 30, 2014 resulted from the disposition of several of the Company’s investments in fixed maturities. The net realized investment gains in the three month and six month periods ended June 30, 2013 was primarily due to the sale of a number of the Company’s investments in longer-term 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.

INTEREST EXPENSE

Interest expense decreased slightly during the three month period ended June 30, 2014, and $0.2 million, or 15.0%, during the six month period ended June 30, 2014, from the comparable periods in 2013.  The decrease in interest expense for the six month period ended June 30, 2014 was primarily due to the termination of the Company’s zero cost interest rate collar with Wells Fargo Bank, National Association (“Wells Fargo”) on March 4, 2013, the stated maturity date, by its terms.  The interest rate collar had a London Interbank Offered Rate (“LIBOR”) floor of 4.77%.  As a result of interest rates remaining below the LIBOR floor, the Company was making payments to Wells Fargo under the interest rate collar through the maturity date.
-21-

OTHER EXPENSES

Other expenses (commissions, underwriting expenses, and other expenses) decreased slightly during the three month period ended June 30, 2014 from the three month period ended June 30, 2013, and increased $1.2 million, or 4.7%, during the six month period ended June 30, 2014, over the comparable period in 2013.  The decrease in other expenses for the three month period ended June 30, 2014 was primarily attributable to decreased commission accruals at American Southern due to recent loss experience.  During the three month and six month periods ended June 30, 2014, these commissions at American Southern decreased $1.1 million and $1.9 million, respectively, from the comparable periods in 2013.  The majority of American Southern’s business is structured in a way that agents are compensated based upon the loss ratios of the business they place with the company.  During periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease, and conversely, during periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase.  The increase in other expenses for the six month period ended June 30, 2014 was primarily attributable to increases in agency and underwriting related expenses, expenses related to continued development of worksite products as well as amortization of deferred acquisition costs exceeding deferrals due to lower levels of new business. Further, during the six month period ended June 30, 2014, there were increased compensation and severance accruals of $0.5 million related to the Company’s operating performance and an increase in the number of employee separations as compared to the same period in 2013, as well as amortization of unearned compensation from stock awards in the past twelve month period.  Partially offsetting the increase in other expenses for the six month period ended June 30, 2014 was the $1.9 million decrease in commission accruals at American Southern due to less favorable loss experience.  On a consolidated basis, as a percentage of earned premiums, other expenses decreased to 34.1% in the three month period ended June 30, 2014 from 36.1% in the three month period ended June 30, 2013.  For the six month period ended June 30, 2014, this ratio decreased to 33.8% from 35.8% in the comparable period of 2013. The decrease in the expense ratio for the three month and six month periods ended June 30, 2014 was primarily due to the reduction in commission accruals at American Southern.

INCOME TAXES

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2014 and 2013 resulted from the dividends-received deduction (“DRD”), the small life insurance company deduction (“SLD”) and the change in deferred tax asset valuation allowance.  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 SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income (“LICTI”).  The SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3.0 million and is ultimately phased out at $15.0 million.  The change in deferred tax asset valuation allowance was due to the unanticipated utilization of certain capital loss carryforward benefits that had been previously reduced to zero through an existing valuation allowance reserve.

LIQUIDITY AND CAPITAL RESOURCES

The primary cash needs of the Company are for the payment of claims and operating expenses, maintaining adequate statutory capital and surplus levels, and meeting debt service requirements.  Current and expected patterns of claim frequency and severity may change from period to period but generally are expected to continue within historical ranges.  The Company’s primary sources of cash are written premiums, investment income and proceeds from the sale and maturity of its invested assets.  The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy liabilities and that cash inflows from investment earnings, future premium receipts and reinsurance collections will be adequate to fund the payment of claims and 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 cash needs of the Parent are for the payment of operating expenses, the acquisition of capital assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and approved by the Company’s board of directors from time to time.  At June 30, 2014, the Parent had approximately $26.3 million of unrestricted cash and investments.
-22-

The Parent’s insurance subsidiaries reported statutory net income of $3.2 million for the six month period ended June 30, 2014 compared to statutory net income of $3.9 million for the six month period ended June 30, 2013.  Statutory results are impacted by the recognition of all costs of acquiring business.  In periods in which the Company’s first year premiums increase, statutory results are generally lower than results determined under GAAP.  Statutory results for the Company’s property and casualty operations may differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs for financial reporting purposes.  The Company’s life and health operations’ statutory results may differ from GAAP results primarily due to the deferral of acquisition costs for financial reporting purposes, as well as the use of different reserving methods.

Over 90% of the invested assets of the Parent’s insurance subsidiaries are invested in marketable securities that can be converted into cash, if required; however, the use of such assets by the Company is limited by state insurance regulations.  Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries.  At June 30, 2014, American Southern had $39.3 million of statutory surplus and Bankers Fidelity had $35.3 million of statutory surplus. In 2014, dividend payments by the Parent’s insurance subsidiaries in excess of $7.1 million would require prior approval.

The Parent provides certain administrative and other services to each of its insurance subsidiaries.  The amounts charged to and paid by the subsidiaries include reimbursements for various shared services and other expenses incurred directly on behalf of the subsidiaries by the Parent.  In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries.  It is anticipated that this agreement will provide the Parent with additional funds from profitable subsidiaries due to the subsidiaries' use of the Parent’s operating and tax loss carryforwards, which totaled approximately $0.4 million and $5.6 million, respectively, at June 30, 2014.

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 deferrable interest debentures (“Junior Subordinated Debentures”).  The outstanding $18.0 million and $23.2 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin.  The margin ranges from 4.00% to 4.10%.  At June 30, 2014, the effective interest rate was 4.3%.  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.

Th