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

FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018
OR

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 incorporation or organization)
 
(I.R.S. Employer Identification No.)

4370 Peachtree Road, N.E.,
 
30319
Atlanta, Georgia
 
(Zip Code)
(Address of principal executive offices)
   

(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     No

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     No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding on August 3, 2018 was 20,249,483.
 


ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS

Part I.       Financial Information
Page No.
     
Item 1.
Financial Statements:
 
     
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
Item 2.
21
     
Item 4.
29
     
Part II.      Other Information
 
     
Item 2.
30
     
Item 6.
30
     
31
 
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,
2018
   
December 31,
2017
 
Cash and cash equivalents
 
$
7,487
   
$
24,547
 
Investments:
               
Fixed maturities, available-for-sale (cost: $216,995 and $212,544)
   
208,856
     
215,108
 
Equity securities (cost: $10,918 and $10,918)
   
23,025
     
23,355
 
Other invested assets (cost: $11,417 and $5,626)
   
11,417
     
5,626
 
Policy loans
   
2,140
     
2,146
 
Real estate
   
38
     
38
 
Investment in unconsolidated trusts
   
1,238
     
1,238
 
Total investments
   
246,714
     
247,511
 
Receivables:
               
Reinsurance
   
23,659
     
17,613
 
Insurance premiums and other (net of allowance for doubtful accounts: $231 and $209)
   
19,379
     
13,241
 
Deferred income taxes, net
   
2,873
     
-
 
Deferred acquisition costs
   
34,193
     
32,694
 
Other assets
   
4,806
     
5,089
 
Intangibles
   
2,544
     
2,544
 
Total assets
 
$
341,655
   
$
343,239
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance reserves and policyholder funds:
               
Future policy benefits
 
$
87,240
   
$
82,435
 
Unearned premiums
   
30,628
     
23,449
 
Losses and claims
   
72,075
     
65,689
 
Other policy liabilities
   
1,477
     
2,010
 
Total insurance reserves and policyholder funds
   
191,420
     
173,583
 
Accounts payable and accrued expenses
   
14,830
     
22,342
 
Deferred income taxes, net
   
-
     
593
 
Junior subordinated debenture obligations, net
   
33,738
     
33,738
 
Total liabilities
   
239,988
     
230,256
 
                 
Commitments and contingencies (Note 9)
               
Shareholders’ equity:
               
Preferred stock, $1 par, 4,000,000 shares authorized; Series D preferred, 55,000 shares issued and outstanding; $5,500 redemption value
   
55
     
55
 
Common stock, $1 par, 50,000,000 shares authorized; shares issued: 22,400,894; shares outstanding: 20,263,221 and 20,449,531
   
22,401
     
22,401
 
Additional paid-in capital
   
57,416
     
57,495
 
Retained earnings
   
36,273
     
30,993
 
Accumulated other comprehensive income (loss)
   
(6,429
)
   
9,751
 
Unearned stock grant compensation
   
(322
)
   
(579
)
Treasury stock, at cost: 2,137,673 and 1,951,363 shares
   
(7,727
)
   
(7,133
)
Total shareholders’ equity
   
101,667
     
112,983
 
Total liabilities and shareholders’ equity
 
$
341,655
   
$
343,239
 

The accompanying notes are an integral part of these consolidated financial statements.
 
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,
 
   
2018
   
2017
   
2018
   
2017
 
Revenue:
                       
Insurance premiums
 
$
42,845
   
$
40,120
   
$
85,047
   
$
80,902
 
Investment income
   
2,537
     
2,085
     
4,896
     
4,244
 
Realized investment gains (losses), net
   
(57
)
   
1,396
     
313
     
2,279
 
Unrealized gains (losses) on equity securities, net
   
4,089
     
-
     
(330
)
   
-
 
Other income
   
29
     
31
     
57
     
66
 
Total revenue
   
49,443
     
43,632
     
89,983
     
87,491
 
                                 
Benefits and expenses:
                               
Insurance benefits and losses incurred
   
32,219
     
27,032
     
65,391
     
57,029
 
Commissions and underwriting expenses
   
9,715
     
11,010
     
19,734
     
21,624
 
Interest expense
   
506
     
424
     
968
     
833
 
Other expense
   
2,970
     
2,981
     
6,208
     
6,167
 
Total benefits and expenses
   
45,410
     
41,447
     
92,301
     
85,653
 
Income (loss) before income taxes
   
4,033
     
2,185
     
(2,318
)
   
1,838
 
Income tax expense (benefit)
   
848
     
725
     
(479
)
   
599
 
Net income (loss)
   
3,185
     
1,460
     
(1,839
)
   
1,239
 
Preferred stock dividends
   
(100
)
   
(100
)
   
(199
)
   
(199
)
Net income (loss) applicable to common shareholders
 
$
3,085
   
$
1,360
   
$
(2,038
)
 
$
1,040
 
                                 
Earnings (loss) per common share (basic and diluted)
 
$
.15
   
$
.07
   
$
(.10
)
 
$
.05
 

The accompanying notes are an integral part of these consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; Dollars in thousands)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
Net income (loss)
 
$
3,185
   
$
1,460
   
$
(1,839
)
 
$
1,239
 
Other comprehensive income (loss):
                               
Available-for-sale securities:
                               
Gross unrealized holding gain (loss) arising in the period
   
(3,616
)
   
176
     
(10,390
)
   
4,419
 
Related income tax effect
   
760
     
(62
)
   
2,182
     
(1,547
)
Less: reclassification adjustment for net realized (gains) losses included in net income (loss)
   
57
     
(1,396
)
   
(313
)
   
(2,279
)
Related income tax effect
   
(12
)
   
489
     
66
     
798
 
Total other comprehensive income (loss), net of tax
   
(2,811
)
   
(793
)
   
(8,455
)
   
1,391
 
Total comprehensive income (loss)
 
$
374
   
$
667
   
$
(10,294
)
 
$
2,630
 

The accompanying notes are an integral part of these consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited; Dollars in thousands)
 
 
 
Six Months Ended June 30, 2018
 
Preferred
Stock
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income
   
Unearned
Stock Grant
Compensation
   
Treasury
Stock
   
Total
 
Balance, December 31, 2017
 
$
55
   
$
22,401
   
$
57,495
   
$
30,993
   
$
9,751
   
$
(579
)
 
$
(7,133
)
 
$
112,983
 
Cumulative effect of adoption of updated accounting guidance for equity financial instruments at January 1, 2018
   
-
     
-
     
-
     
9,825
     
(9,825
)
   
-
     
-
     
-
 
Reclassification of certain tax effects from accumulated other comprehensive income at January 1, 2018
   
-
     
-
     
-
     
(2,100
)
   
2,100
     
-
     
-
     
-
 
Net loss
   
-
     
-
     
-
     
(1,839
)
   
-
     
-
     
-
     
(1,839
)
Other comprehensive loss, net of tax
   
-
     
-
     
-
     
-
     
(8,455
)
   
-
     
-
     
(8,455
)
Dividends on common stock
   
-
     
-
     
-
     
(407
)
   
-
     
-
     
-
     
(407
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(199
)
   
-
     
-
     
-
     
(199
)
Restricted stock grants
   
-
     
-
     
(88
)
   
-
     
-
     
135
     
(47
)
   
-
 
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
122
     
-
     
122
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(557
)
   
(557
)
Issuance of shares under stock plans
   
-
     
-
     
9
     
-
     
-
     
-
     
10
     
19
 
Balance, June 30, 2018
 
$
55
   
$
22,401
   
$
57,416
   
$
36,273
   
$
(6,429
)
 
$
(322
)
 
$
(7,727
)
 
$
101,667
 
                                                                 
Six Months Ended  June 30, 2017
                                                               
Balance, December 31, 2016
 
$
55
   
$
22,401
   
$
57,114
   
$
27,272
   
$
5,830
   
$
(428
)
 
$
(6,738
)
 
$
105,506
 
Net income
   
-
     
-
     
-
     
1,239
     
-
     
-
     
-
     
1,239
 
Other comprehensive income, net of tax
   
-
     
-
     
-
     
-
     
1,391
     
-
     
-
     
1,391
 
Dividends on common stock
   
-
     
-
     
-
     
(408
)
   
-
     
-
     
-
     
(408
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(199
)
   
-
     
-
     
-
     
(199
)
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
183
     
-
     
183
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(191
)
   
(191
)
Issuance of shares under stock plans
   
-
     
-
     
9
     
-
     
-
     
-
     
6
     
15
 
Balance,  June 30, 2017
 
$
55
   
$
22,401
   
$
57,123
   
$
27,904
   
$
7,221
   
$
(245
)
 
$
(6,923
)
 
$
107,536
 

The accompanying notes are an integral part of these consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)

   
Six Months Ended
June 30,
 
   
2018
   
2017
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net (loss) income
 
$
(1,839
)
 
$
1,239
 
Adjustments to reconcile net (loss) income to net cash used in operating activities:
               
Amortization of deferred acquisition costs
   
6,278
     
6,076
 
Acquisition costs deferred
   
(7,777
)
   
(8,357
)
Realized investment gains, net
   
(313
)
   
(2,279
)
Unrealized losses on equity securities, net
   
330
     
-
 
Distributions received from equity method investees
   
202
     
58
 
Compensation expense related to share awards
   
122
     
183
 
Depreciation and amortization
   
532
     
793
 
Deferred income tax benefit
   
(1,218
)
   
(464
)
Increase in receivables, net
   
(12,691
)
   
(14,648
)
Increase in insurance reserves
   
17,837
     
14,101
 
Decrease in other liabilities
   
(7,712
)
   
(2,314
)
Other, net
   
(147
)
   
(90
)
Net cash used in operating activities
   
(6,396
)
   
(5,702
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from investments sold
   
25,849
     
37,213
 
Proceeds from investments matured, called or redeemed
   
3,985
     
8,034
 
Investments purchased
   
(39,329
)
   
(39,487
)
Additions to property and equipment
   
(224
)
   
(82
)
Net cash (used in) provided by investing activities
   
(9,719
)
   
5,678
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Payment of dividends on common stock
   
(407
)
   
(408
)
Proceeds from shares issued under stock plans
   
19
     
15
 
Purchase of shares for treasury
   
(557
)
   
(191
)
Net cash used in financing activities
   
(945
)
   
(584
)
                 
Net decrease in cash and cash equivalents
   
(17,060
)
   
(608
)
Cash and cash equivalents at beginning of period
   
24,547
     
13,252
 
Cash and cash equivalents at end of period
 
$
7,487
   
$
12,644
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for interest
 
$
941
   
$
827
 
Cash paid for income taxes
 
$
1,412
   
$
100
 

The accompanying notes are an integral part of these consolidated financial statements.
 
 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”).  The Parent’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.  American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market. 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, 2017 (the “2017 Annual Report”).  The Company’s financial condition and results of operations and cash flows as of and for the three month and six month periods ended June 30, 2018 are not necessarily indicative of the financial condition or results of operations and cash flows that may be expected for the year ending December 31, 2018 or for any other future period.

The Company’s significant accounting policies have not changed materially from those set out in the Company’s 2017 Annual Report, except as noted below for the adoption of new accounting standards.

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.
Recently Issued Accounting Standards

Adoption of New Accounting Standards

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”).  The FASB issued this guidance for the effect on deferred tax assets and liabilities related to items recorded in accumulated other comprehensive income (“AOCI”) resulting from legislated tax reform enacted on December 22, 2017. The tax reform reduced the federal tax rate applied to the Company’s deferred tax balances from 35% to 21% on enactment. The Company recorded the total effect of the change in enacted tax rates on deferred tax balances in the income tax expense component of net income. ASU 2018-02 permits the Company to reclassify out of AOCI and into retained earnings the “stranded” tax effects that resulted from recording the tax effects of unrealized investment gains at a 35% tax rate because the 14% reduction in tax rate was recognized in net income instead of other comprehensive income. The Company adopted ASU 2018-02 as of January 1, 2018. As a result, on January 1, 2018, the Company reclassified $2,100 of stranded tax effects related to continuing operations which increased AOCI and reduced retained earnings.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”).  ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows.  The issues addressed in ASU 2016-15 are:  1) debt prepayment or debt extinguishment costs, 2) settlement of zero-coupon debt instruments, 3) contingent consideration payments made after a business combination,  4) proceeds from the settlement of insurance claims, 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, 6) distributions received from equity method investees, 7) beneficial interests in securitization transactions and 8) separately identifiable cash flows and application of the predominance principle.  The Company adopted ASU 2016-15 as of January 1, 2018, which impacted the classification of distributions from equity method investees. The Company made the election to use the nature of distributions approach.  For the six month period ended June 30, 2018,  the Company classified distributions from equity method investees of $202 as cash flows from operating activities and reclassified $58 as cash flows from investing activities to cash flows from operating activities for the six month period ended June 30, 2017, in its consolidated statements of cash flows.
 
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) (“ASU 2016-01”).  ASU 2016-01 provides updated guidance for the recognition and measurement of financial instruments. The guidance requires investments in equity securities to be measured at fair value with any changes in valuation reported in net income except for investments that are consolidated or are accounted for under the equity method of accounting. The guidance also requires a deferred tax asset resulting from net unrealized losses on available-for-sale (AFS) fixed maturities that are recognized in AOCI to be evaluated for recoverability in combination with the Company’s other deferred tax assets. Under previous guidance, the Company measured investments in equity securities at fair value with any changes in fair value reported in other comprehensive income. The Company adopted ASU 2016-01 as of January 1, 2018.  The adoption of this guidance resulted in the recognition of $9,825 of net after tax unrealized gains on equity securities as a cumulative effect adjustment that increased retained earnings as of January 1, 2018 and decreased AOCI by the same amount.  The Company elected to report changes in the fair value of equity securities in a separate line item on the Company’s consolidated statements of operations.  At December 31, 2017, equity securities were classified as AFS in the Company’s consolidated balance sheets. However, upon adoption, the updated guidance eliminated the AFS balance sheet classification for equity securities.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).  ASU 2014-09, as modified, provides guidance for recognizing revenue which excludes insurance contracts and financial instruments. Revenue is to be recognized when, or as, goods or services are transferred to customers in an amount that reflects the consideration that an entity is expected to be entitled in exchange for those goods or services.  The Company adopted ASU No. 2014-09 as of January 1, 2018. For the six months ended June 30, 2018, approximately $57, or less than one-tenth of 1% of the Company’s total revenues, were within the scope of this updated guidance.  The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
 
Note 3.
Investments

The following tables set forth the carrying 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 June 30, 2018 and December 31, 2017.

Fixed maturities were comprised of the following:

   
June 30, 2018
 
   
Carrying
Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Fixed maturities:
                       
Bonds:
                               
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
27,776
   
$
12
   
$
1,089
   
$
28,853
 
Obligations of states and political subdivisions
   
9,363
     
346
     
88
     
9,105
 
Corporate securities:
                               
Utilities and telecom
   
18,963
     
1,030
     
859
     
18,792
 
Financial services
   
51,649
     
1,070
     
2,145
     
52,724
 
Other business – diversified
   
47,222
     
312
     
2,802
     
49,712
 
Other consumer – diversified
   
53,691
     
91
     
4,017
     
57,617
 
Total corporate securities
   
171,525
     
2,503
     
9,823
     
178,845
 
Redeemable preferred stocks:
                               
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
192
     
-
     
-
     
192
 
Total fixed maturities
 
$
208,856
   
$
2,861
   
$
11,000
   
$
216,995
 

   
December 31, 2017
 
   
Carrying
Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Fixed maturities:
                       
Bonds:
                               
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
31,155
   
$
149
   
$
511
   
$
31,517
 
Obligations of states and political subdivisions
   
10,809
     
630
     
1
     
10,180
 
Corporate securities:
                               
Utilities and telecom
   
21,882
     
1,709
     
130
     
20,303
 
Financial services
   
53,686
     
2,049
     
453
     
52,090
 
Other business – diversified
   
44,184
     
1,024
     
1,349
     
44,509
 
Other consumer – diversified
   
53,200
     
924
     
1,477
     
53,753
 
Total corporate securities
   
172,952
     
5,706
     
3,409
     
170,655
 
Redeemable preferred stocks:
                               
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
192
     
-
     
-
     
192
 
Total fixed maturities
 
$
215,108
   
$
6,485
   
$
3,921
   
$
212,544
 

Bonds having an amortized cost of $10,647 and $11,178 and included in the tables above were on deposit with insurance regulatory authorities as of June 30, 2018 and December 31, 2017, respectively, in accordance with statutory requirements.
 
Equity securities were comprised of the following:

   
June 30, 2018
 
   
Carrying
Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Equity securities:
                       
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
 
$
1,509
   
$
545
   
$
-
   
$
964
 
Financial services
   
5,553
     
769
     
-
     
4,784
 
Other business – diversified
   
282
     
235
     
-
     
47
 
Other consumer – diversified
   
15,681
     
10,558
     
-
     
5,123
 
Total equity securities
 
$
23,025
   
$
12,107
   
$
-
   
$
10,918
 

   
December 31, 2017
 
   
Carrying
Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Equity securities:
                       
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
 
$
1,588
   
$
624
   
$
-
   
$
964
 
Financial services
   
5,634
     
851
     
-
     
4,783
 
Other business – diversified
   
297
     
250
     
-
     
47
 
Other consumer – diversified
   
15,836
     
10,712
     
-
     
5,124
 
Total equity securities
 
$
23,355
   
$
12,437
   
$
-
   
$
10,918
 

The carrying value and amortized cost of the Company’s investments in fixed maturities at June 30, 2018 and December 31, 2017 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, 2018
   
December 31, 2017
 
   
Carrying
Value
   
Amortized
Cost
   
Carrying
Value
   
Amortized
Cost
 
Due in one year or less
 
$
3,900
   
$
3,900
   
$
1,653
   
$
1,655
 
Due after one year through five years
   
18,131
     
18,413
     
13,738
     
14,056
 
Due after five years through ten years
   
124,530
     
129,930
     
112,847
     
112,116
 
Due after ten years
   
45,459
     
47,123
     
67,328
     
64,928
 
Varying maturities
   
16,836
     
17,629
     
19,542
     
19,789
 
Totals
 
$
208,856
   
$
216,995
   
$
215,108
   
$
212,544
 
 
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, 2018 and December 31, 2017.

   
June 30, 2018
 
   
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
 
$
11,636
   
$
359
   
$
14,630
   
$
730
   
$
26,266
   
$
1,089
 
Obligations of states and political subdivisions
   
3,982
     
88
     
-
     
-
     
3,982
     
88
 
Corporate securities
   
109,673
     
6,062
     
29,694
     
3,761
     
139,367
     
9,823
 
Total temporarily impaired securities
 
$
125,291
   
$
6,509
   
$
44,324
   
$
4,491
   
$
169,615
   
$
11,000
 

   
December 31, 2017
 
   
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
 
$
12,175
   
$
162
   
$
12,737
   
$
349
   
$
24,912
   
$
511
 
Obligations of states and political subdivisions
   
999
     
1
     
-
     
-
     
999
     
1
 
Corporate securities
   
40,108
     
653
     
32,667
     
2,756
     
72,775
     
3,409
 
Total temporarily impaired securities
 
$
53,282
   
$
816
   
$
45,404
   
$
3,105
   
$
98,686
   
$
3,921
 

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.
 
As of June 30, 2018 and December 31, 2017, there were one hundred thirty-one and sixty-nine 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 six month period ended June 30, 2018, was primarily attributable to the 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 June 30, 2018.

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 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 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 a matrix pricing concept, which is a mathematical technique used widely in the industry to value debt securities based on various relationships to other benchmark quoted prices.

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, 2018 and December 31, 2017, the value of the Company’s fixed maturities valued using Level 3 criteria was $1,346 and $1,369, respectively. The use of different criteria or assumptions regarding data may have yielded materially different valuations.
 
As of June 30, 2018, financial instruments carried at fair value were measured on a recurring basis as summarized below:

     
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Unobservable
Inputs
(Level 3)
     
Total
  
Assets:
                       
Fixed maturities
 
$
-
   
$
207,510
   
$
1,346
(1) 
 
$
208,856
 
Equity securities
   
17,704
     
5,321
(1) 
   
-
     
23,025
 
Cash equivalents
   
6,648
     
-
     
-
     
6,648
 
Total
 
$
24,352
   
$
212,831
   
$
1,346
   
$
238,529
 

(1)
All underlying securities are financial service industry related.

As of December 31, 2017, financial instruments carried at fair value were measured on a recurring basis as summarized below:

 
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total
 
Assets:
                       
Fixed maturities
 
$
-
   
$
213,739
   
$
1,369
(1) 
 
$
215,108
 
Equity securities
   
17,973
     
5,382
(1) 
   
-
     
23,355
 
Cash equivalents
   
13,855
     
-
     
-
     
13,855
 
Total
 
$
31,828
   
$
219,121
   
$
1,369
   
$
252,318
 

(1)
All underlying securities are financial service industry related.

The following tables provide 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, 2018 and 2017.

   
Fixed
Maturities
 
Balance, December 31, 2017
 
$
1,369
 
Total unrealized losses included in other comprehensive loss
   
(30
)
Balance, March 31, 2018
   
1,339
 
Total unrealized gains included in other comprehensive loss
   
7
 
Balance, June 30, 2018
 
$
1,346
 
 
   
Fixed
Maturities
 
Balance, December 31, 2016
 
$
1,264
 
Total unrealized gains included in other comprehensive income
   
38
 
Balance, March 31, 2017
   
1,302
 
Total unrealized gains included in other comprehensive income
   
30
 
Balance, June 30, 2017
 
$
1,332
 
 
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.

The following table is a summary of realized investment gains (losses) for the three month and six month periods ended June 30, 2018 and 2017.

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
Gross gains
 
$
247
   
$
1,409
   
$
617
   
$
2,340
 
Gross losses
   
(304
)
   
(13
)
   
(304
)
   
(61
)
Realized investment gains (losses), net
 
$
(57
)
 
$
1,396
   
$
313
   
$
2,279
 

The following table presents the portion of unrealized gains (losses) related to equity securities still held for the three month and six month periods ended June 30, 2018 and 2017.

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
Net gains (losses) recognized during the period on equity securities
 
$
4,089
   
$
-
   
$
(330
)
 
$
-
 
Less: Net gains (losses) recognized during the period on equity securities sold during the period
   
-
     
-
     
-
     
-
 
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date
 
$
4,089
   
$
-
   
$
(330
)
 
$
-
 

Note 4.
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, 2018 and December 31, 2017.

         
June 30, 2018
   
December 31, 2017
 
   
Level in Fair
Value
Hierarchy (1)
   
Carrying
Amount
   
Estimated
Fair Value
   
Carrying
Amount
   
Estimated
Fair Value
 
Assets:
                             
Cash and cash equivalents
 
Level 1
   
$
7,487
   
$
7,487
   
$
24,547
   
$
24,547
 
Fixed maturities
   
(1) 
   
208,856
     
208,856
     
215,108
     
215,108
 
Equity securities
   
(1) 
   
23,025
     
23,025
     
23,355
     
23,355
 
Other invested assets
 
Level 3
     
11,417
     
11,417
     
5,626
     
5,626
 
Policy loans
 
Level 2
     
2,140
     
2,140
     
2,146
     
2,146
 
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, net
 
Level 2
     
33,738
     
33,738
     
33,738
     
33,738
 

(1)
See Note 3 for a description of the fair value hierarchy as well as a disclosure of levels for classes of these financial assets.

There have not been any transfers between Level 1, Level 2 and Level 3 during the periods presented in these condensed consolidated financial statements.

Note 5.
Liabilities for Unpaid Losses, Claims and Loss Adjustment Expenses

The roll-forward of liabilities for unpaid losses, claims and loss adjustment expenses, by major product, is as follows:

Property and Casualty Insurance Products
 
Six Months Ended
June 30,
 
   
2018
   
2017
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
47,997
   
$
49,556
 
Less: Reinsurance recoverable on unpaid losses
   
(7,220
)
   
(9,806
)
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
40,777
     
39,750
 
                 
Incurred related to:
               
Current accident year
   
18,531
     
17,306
 
Prior accident year development (1)
   
(659
)
   
(1,090
)
Total incurred
   
17,872
     
16,216
 
                 
Paid related to:
               
Current accident year
   
5,736
     
5,631
 
Prior accident years
   
10,363
     
10,065
 
Total paid
   
16,099
     
15,696
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
42,550
     
40,270
 
Plus: Reinsurance recoverable on unpaid losses
   
7,760
     
10,027
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
50,310
   
$
50,297
 

(1)
In establishing property and casualty reserves, the Company initially reserves for losses at the higher end of the reasonable range if no other value within the range is determined to be more probable.  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.  Accordingly, the Company generally experiences reserve redundancies when analyzing the development of prior year losses in a current period.
 
Medicare Supplement Insurance Products
 
Six Months Ended
June 30,
 
   
2018
   
2017
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
15,859
   
$
11,263
 
Less: Reinsurance recoverable on unpaid losses
   
(4,748
)
   
(990
)
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
11,111
     
10,273
 
                 
Incurred related to:
               
Current accident year
   
39,951
     
33,674
 
Prior accident year development
   
606
     
587
 
Total incurred
   
40,557
     
34,261
 
                 
Paid related to:
               
Current accident year
   
27,722
     
24,301
 
Prior accident years
   
11,006
     
9,706
 
Total paid
   
38,728
     
34,007
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
12,940
     
10,527
 
Plus: Reinsurance recoverable on unpaid losses
   
6,907
     
2,746
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
19,847
   
$
13,273
 

Other Life and Health Insurance Products
 
Six Months Ended
June 30,
 
   
2018
   
2017
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
1,833
   
$
1,743
 
Less: Reinsurance recoverable on unpaid losses
   
-
     
-
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
1,833
     
1,743
 
                 
Incurred related to:
               
Current accident year
   
4,748
     
3,995
 
Prior accident year development
   
(110
)
   
(44
)
Total incurred
   
4,638
     
3,951
 
                 
Paid related to:
               
Current accident year
   
3,050
     
2,685
 
Prior accident years
   
1,503
     
1,524
 
Total paid
   
4,553
     
4,209
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
1,918
     
1,485
 
Plus: Reinsurance recoverable on unpaid losses
   
-
     
-
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
1,918
   
$
1,485
 

Following is a reconciliation of total incurred losses to total insurance benefits and losses incurred:

   
Six Months Ended
June 30,
 
   
2018
   
2017
 
Total incurred losses
 
$
63,067
   
$
54,428
 
Cash surrender value and matured endowments
   
707
     
817
 
Benefit reserve changes
   
1,617
     
1,784
 
Total insurance benefits and losses incurred
 
$
65,391
   
$
57,029
 
 
Note 6.
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.

The financial structure of each of Atlantic American Statutory Trust I and II as of June 30, 2018 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, 2018
 
$
18,042
   
$
23,196
 
Less: Treasury debt (3)
   
-
     
(7,500
)
Net balance June 30, 2018
 
$
18,042
   
$
15,696
 
Net balance December 31, 2017
 
$
18,042
   
$
15,696
 
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 (4)
 
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)
On August 4, 2014, the Company acquired $7,500 of the Junior Subordinated Debentures.

(4)
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.
 
Note 7.
Earnings (Loss) Per Common Share

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

   
Three Months Ended
June 30, 2018
 
   
Income
   
Shares
(In thousands)
   
Per Share
Amount
 
Basic Earnings Per Common Share:
                 
Net income
 
$
3,185
     
20,286
       
Less preferred stock dividends
   
(100
)
             
Net income applicable to common shareholders
   
3,085
     
20,286
   
$
.15
 
Diluted Earnings Per Common Share:
                       
Effect of Series D preferred stock
   
100
     
1,378
         
Net income applicable to common shareholders
 
$
3,185
     
21,664
   
$
.15
 

   
Three Months Ended
June 30, 2017
 
   
Income
   
Shares
(In thousands)
   
Per Share
Amount
 
Basic and Diluted Earnings Per Common Share:
                  
Net income
 
$
1,460
     
20,412
       
Less preferred stock dividends
   
(100
)
   
-
       
Net income applicable to common shareholders
 
$
1,360
     
20,412
   
$
.07  

   
Six Months Ended
June 30, 2018
 
   
Income
   
Shares
(In thousands)
   
Per Share
Amount
 
Basic and Diluted Loss Per Common Share:
                   
Net loss
 
$
(1,839
)
   
20,352
       
Less preferred stock dividends
   
(199
)
   
-
       
Net loss applicable to common shareholders
 
$
(2,038
)
   
20,352
   
$
(.10)  

   
Six Months Ended
June 30, 2017
 
   
Income
   
Shares
(In thousands)
   
Per Share
Amount
 
Basic and Diluted Earnings Per Common Share:
                   
Net income
 
$
1,239
     
20,422
       
Less preferred stock dividends
   
(199
)
   
-
       
Net income applicable to common shareholders
 
$
1,040
     
20,422
   
$
.05  

The assumed conversion of the Company’s Series D preferred stock was excluded from the earnings per common share calculation for all periods presented, except for the three month period ended June 30, 2018, since its impact would have been antidilutive.
 
Note 8.
Income Taxes

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

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
Federal income tax provision at statutory rate of 21% and 35% for 2018 and 2017, respectively
 
$
847
   
$
764
   
$
(487
)
 
$
643
 
Dividends-received deduction
   
(10
)
   
(24
)
   
(20
)
   
(48
)
Small life insurance company deduction
   
-
     
(30
)
   
-
     
(30
)
Other permanent differences
   
11
     
15
     
28
     
34
 
Income tax expense (benefit)
 
$
848
   
$
725
   
$
(479
)
 
$
599
 

The components of income tax expense (benefit) were:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
Current - Federal
 
$
703
   
$
1,063
   
$
739
   
$
1,063
 
Deferred - Federal
   
145
     
(338
)
   
(1,218
)
   
(464
)
Total
 
$
848
   
$
725
   
$
(479
)
 
$
599
 
 
The primary difference between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2018 resulted from 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 the three month and six month periods ended June 30, 2017 resulted from the DRD and the small life insurance company deduction (“SLD”), which was subsequently repealed by tax reform enacted on December 22, 2017. Under the then-applicable tax rules, the SLD varied in amount and was determined at a rate of 60 percent of the tentative life insurance company taxable income (“LICTI”).  The SLD for any taxable year was reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeded $3,000 and was ultimately phased out at $15,000.

Note 9.
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.
 
Note 10.
Segment Information

The Parent’s primary insurance subsidiaries, American Southern and 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 (loss) before income taxes for each business unit for the three month and six month periods ended June 30, 2018 and 2017.

Revenues
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
American Southern
 
$
14,643
   
$
14,054
   
$
28,176
   
$
28,355
 
Bankers Fidelity
   
31,641
     
28,559
     
61,754
     
58,096
 
Corporate and Other
   
3,159
     
1,019
     
53
     
1,040
 
Total revenue
 
$
49,443
   
$
43,632
   
$
89,983
   
$
87,491
 

Income (Loss) Before Income Taxes
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
American Southern
 
$
1,929
   
$
1,931
   
$
2,897
   
$
4,081
 
Bankers Fidelity
   
261
     
623
     
(2,274
)
   
(212
)
Corporate and Other
   
1,843
     
(369
)
   
(2,941
)
   
(2,031
)
Income (loss) before income taxes
 
$
4,033
   
$
2,185
   
$
(2,318
)
 
$
1,838
 

Note 11.
Accumulated Other Comprehensive Income (Loss)

The following table sets forth the balance of the only component of accumulated other comprehensive income (loss) as of June 30, 2018 and December 31, 2017, and the changes in the balance of that component thereof during the six month period ended June 30, 2018, net of taxes.

   
Unrealized Gains
on Available-for-
Sale Securities
 
Balance, December 31, 2017
 
$
9,751
 
Cumulative effect of adoption of updated accounting guidance for equity financial instruments at January 1, 2018
   
(9,825
)
Reclassification of certain tax effects from accumulated other comprehensive income at January 1, 2018
   
2,100
 
Total effect of adoption of updated accounting   guidance at January 1, 2018
   
(7,725
)
Other comprehensive loss before reclassifications
   
(8,208
)
Amounts reclassified from accumulated other comprehensive loss
   
(247
)
Net current period other comprehensive loss
   
(8,455
)
Balance, June 30, 2018
 
$
(6,429
)

Note 12.
Related Party Transactions

For the six month periods ended June 30, 2018 and 2017, Gray Television, Inc., a related party, paid the Company approximately $207 and $296, respectively, in employer paid insurance premiums related to a group accident plan.
 
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, 2018. 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, 2017 (the “2017 Annual Report”).

Atlantic American is an insurance holding company whose operations are conducted primarily through its insurance subsidiaries: American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company 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 2017 Annual Report.  Except as disclosed in Note 2, the Company’s critical accounting policies are consistent with those disclosed in the Company’s 2017 Annual Report.

Overall Corporate Results

The following presents the Company’s revenue, expenses and net income (loss) for the three month and six month periods ended June 30, 2018 and the comparable periods in 2017:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
   
(In thousands)
 
Insurance premiums
 
$
42,845
   
$
40,120
   
$
85,047
   
$
80,902
 
Investment income
   
2,537
     
2,085
     
4,896
     
4,244
 
Realized investment gains (losses), net
   
(57
)
   
1,396
     
313
     
2,279
 
Unrealized gains (losses) on equity securities, net
   
4,089
     
-
     
(330
)
   
-
 
Other income
   
29
     
31
     
57
     
66
 
Total revenue
   
49,443
     
43,632
     
89,983
     
87,491
 
Insurance benefits and losses incurred
   
32,219
     
27,032
     
65,391
     
57,029
 
Commissions and underwriting expenses
   
9,715
     
11,010
     
19,734
     
21,624
 
Other expense
   
2,970
     
2,981
     
6,208
     
6,167
 
Interest expense
   
506
     
424
     
968
     
833
 
Total benefits and expenses
   
45,410
     
41,447
     
92,301
     
85,653
 
Income (loss) before income taxes
 
$
4,033
   
$
2,185
   
$
(2,318
)
 
$
1,838
 
Net income (loss)
 
$
3,185
   
$
1,460
   
$
(1,839
)
 
$
1,239
 
 
Management also considers and evaluates performance by analyzing the non-GAAP measure operating income (loss), and believes it is a useful metric for investors, potential investors, securities analysts and others because it isolates the “core” operating results of the Company before considering certain items that are either beyond the control of management (such as taxes, which are subject to timing, regulatory and rate changes depending on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company’s operational results (such as any realized investment gains, which are not a part of the Company’s primary operations and are, to a limited extent, subject to discretion in terms of timing of realization).

A reconciliation of net income (loss) to operating income (loss) for the three month and six month periods ended June 30, 2018 and the comparable period in 2017 is as follows:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
Reconciliation of  Non-GAAP Financial Measure
 
2018
   
2017
   
2018
   
2017
 
   
(In thousands)
 
Net income (loss)
 
$
3,185
   
$
1,460
   
$
(1,839
)
 
$
1,239
 
Income tax expense (benefit)
   
848
     
725
     
(479
)
   
599
 
Realized investment (gains) losses, net
   
57
     
(1,396
)
   
(313
)
   
(2,279
)
Unrealized (gains) losses on equity securities, net
   
(4,089
)
   
-
     
330
     
-
 
Operating income (loss)
 
$
1
   
$
789
   
$
(2,301
)
 
$
(441
)

On a consolidated basis, the Company had net income of $3.2 million, or $0.15 per diluted share, for the three month period ended June 30, 2018, compared to net income of $1.5 million, or $0.07 per diluted share, for the three month period ended June 30, 2017.  The Company had a net loss of $1.8 million, or $0.10 per diluted share, for the six month period ended June 30, 2018, compared to net income of $1.2 million, or $0.05 per diluted share, for the six month period ended June 30, 2017.  Premium revenue for the three month period ended June 30, 2018 increased $2.7 million, or 6.8%, to $42.8 million from $40.1 million in the three month period ended June 30, 2017.  For the six month period ended June 30, 2018, premium revenue increased $4.1 million, or 5.1%, to $85.0 million from $80.9 million in the comparable 2017 period.  The increase in premium revenue for the three month and six month periods ended June 30, 2018 was primarily attributable to an increase in Medicare supplement business in the life and health operations.  Operating income decreased $0.8 million in the three month period ended June 30, 2018 from the three month period ended June 30, 2017.  For the six month period ended June 30, 2018, the operating loss increased $1.9 million over the comparable period in 2017.  The change in operating income (loss) during the three month and six month periods ended June 30, 2018 was primarily due to unfavorable loss experience in both the property and casualty and the life and health operations. Partially offsetting the increase in operating loss for the three month and six month periods ended June 30, 2018 was an increase in investment income attributable to an increase in the equity in earnings from investments in real estate partnerships during the three month and six month periods ended June 30, 2018 of $0.4 million and $0.6 million, respectively, over the comparable periods of 2017.

A more detailed analysis of the individual operating companies and other corporate activities follows.
 
American Southern

The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2018 and the comparable periods in 2017:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
   
(Dollars in thousands)
 
Gross written premiums
 
$
28,501
   
$
29,688
   
$
35,342
   
$
36,985
 
Ceded premiums
   
(1,228
)
   
(1,205
)
   
(2,431
)
   
(2,354
)
Net written premiums
 
$
27,273
   
$
28,483
   
$
32,911
   
$
34,631
 
Net earned premiums
 
$
13,542
   
$
13,131
   
$
26,249
   
$
26,222
 
Net loss and loss adjustment expenses
   
8,695
     
7,932
     
17,872
     
16,216
 
Underwriting expenses
   
4,019
     
4,191
     
7,406
     
8,058
 
Underwriting income
 
$
828
   
$
1,008
   
$
971
   
$
1,948
 
Loss ratio
   
64.2
%
   
60.4
%
   
68.1
%
   
61.8
%
Expense ratio
   
29.7
     
31.9
     
28.2
     
30.7
 
Combined ratio
   
93.9
%
   
92.3
%
   
96.3
%
   
92.5
%

Gross written premiums at American Southern decreased $1.2 million, or 4.0%, during the three month period ended June 30, 2018, and $1.6 million, or 4.4%, during the six month period ended June 30, 2018, from the comparable periods in 2017.  The decrease in gross written premiums for the three month and six month periods ended June 30, 2018 was primarily attributable to a decline in premiums written in the surety line of business as a result of increased competition. Also contributing to the decrease in gross written premiums for the six month period ended June 30, 2018 was the non-renewal of one agency during the first quarter.

Ceded premiums increased slightly during the three month period ended June 30, 2018 and $0.1 million, or 3.3%, during the six month period ended June 30, 2018, over the comparable periods in 2017 due primarily to an increase in earned premiums in certain accounts within the automobile liability and automobile physical damage lines of business, which are subject to reinsurance.  Also contributing to the increase was a slight reinsurance rate increase in the automobile liability line 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, 2018 and the comparable periods in 2017 (in thousands):

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
   
(In thousands)
 
Automobile liability
 
$
7,380
   
$
6,804
   
$
14,245
   
$
14,132
 
Automobile physical damage
   
2,897
     
2,629
     
5,352
     
4,873
 
General liability
   
715
     
736
     
1,453
     
1,466
 
Surety
   
1,778
     
2,241
     
3,712
     
4,327
 
Other lines
   
772
     
721
     
1,487
     
1,424
 
Total
 
$
13,542
   
$
13,131
   
$
26,249
   
$
26,222
 

Net earned premiums increased $0.4 million, or 3.1%, during the three month period ended June 30, 2018, and increased slightly during the six month period ended June 30, 2018, over the comparable periods in 2017.  The increase in net earned premiums for the three month and six month periods ended June 30, 2018 was primarily attributable to increases in the automobile liability and automobile physical damage lines of businesses. Partially offsetting this variance was a decline in premiums written in the surety line of business, as discussed above.  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).

Net loss and loss adjustment expenses at American Southern increased $0.8 million, or 9.6%, during the three month period ended June 30, 2018, and $1.7 million, or 10.2%, during the six month period ended June 30, 2018, over the comparable periods in 2017.  As a percentage of earned premiums, net loss and loss adjustment expenses were 64.2% in the three month period ended June 30, 2018, compared to 60.4% in the three month period ended June 30, 2017.  For the six month period ended June 30, 2018, this ratio increased to 68.1% from 61.8% in the comparable period of 2017.  The increase in the loss ratio was primarily due to an increase in the frequency and severity of claims in the automobile liability and automobile physical damage lines of business during the three month and six month periods ended June 30, 2018.  Partially offsetting the increase in the loss ratio during the three month and six month periods ended June 30, 2018 was more favorable loss experience in the general liability line of business.

Underwriting expenses decreased $0.2 million, or 4.1%, during the three month period ended June 30, 2018 from the three month period ended June 30, 2017, and $0.7 million, or 8.1%, during the six month period ended June 30, 2018, from the comparable period in 2017.  As a percentage of earned premiums, underwriting expenses were 29.7% in the three month period ended June 30, 2018, compared to 31.9% in the three month period ended June 30, 2017.  For the six month period ended June 30, 2018, this ratio decreased to 28.2% from 30.7% in the comparable period of 2017.  The change in the expense ratio for the three month and six month periods ended June 30, 2018 was primarily due to American Southern’s use of a variable commission structure with certain agents, which compensates the participating agents in relation to the loss ratios of the business they write.  During periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase, and conversely, during periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease.  During the three month and six month periods ended June 30, 2018, variable commissions at American Southern decreased $0.1 million and $0.4 million, respectively, from the comparable periods in 2017 due to less favorable loss experience from accounts subject to variable commissions.  Also contributing to the decrease in variable commissions was a decline in premiums written in the surety line of business during the three month period ended June 30, 2018.
 
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, 2018 and the comparable periods in 2017:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
   
(Dollars in thousands)
 
Medicare supplement
 
$
25,313
   
$
22,794
   
$
50,669
   
$
46,645
 
Other health products
   
1,745
     
1,644
     
3,591
     
3,108
 
Life insurance
   
2,245
     
2,551
     
4,538
     
4,927
 
Total earned premiums
   
29,303
     
26,989
     
58,798
     
54,680
 
Insurance benefits and losses
   
23,524
     
19,100
     
47,519
     
40,813
 
Underwriting expenses
   
7,857
     
8,837
     
16,509
     
17,495
 
Total expenses
   
31,381
     
27,937
     
64,028
     
58,308
 
Un