SEC Info - Atlantic American Corp. - ‘10-Q’ for 6/30/22

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months and six months ended June 30, 2022 and 2021 Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2022 and 2021 Condensed Consolidated Statements of Shareholders' Equity for the three months and six months ended June 30, 2022 and 2021 Controls and Procedures Exhibits Financial Statements Forward-Looking Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Notes to Condensed Consolidated Financial Statements S ignature s Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Forward-Looking Statements
"	Financial Statements
"	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021
"	Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2022 and 2021
"	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months and six months ended June 30, 2022 and 2021
"	Condensed Consolidated Statements of Shareholders' Equity for the three months and six months ended June 30, 2022 and 2021
"	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021
"	Notes to Condensed Consolidated Financial Statements
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Controls and Procedures
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Exhibits
"	S ignature s

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 10-Q

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

For the quarterly period ended i June 30, 2022

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

Commission File Number i 0-3722

i ATLANTIC AMERICAN CORPORATION

(Exact name of registrant as specified in its charter)

i Georgia		i 58-1027114
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

( i 404) i 266-5500

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $1.00 per share		i AAME		i NASDAQ Global Market

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. i Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 ☐ i Non-accelerated filer ☑ Smaller reporting company i ☑ Emerging growth company i ☐

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 i ☐ No ☑

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding on June 30, 2022 was i 20,398,497.

ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS

	Forward-Looking Statements	2

Part I.	Financial Information

Item 1.	Financial Statements:	3

	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3

	Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2022 and 2021	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months and six months ended June 30, 2022 and 2021	5

	Condensed Consolidated Statements of Shareholders’ Equity for the three months and six months ended June 30, 2022 and 2021	6

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 4.	Controls and Procedures	25

Part II.	Other Information

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 6.	Exhibits	26

Signatures		27

Table of Contents

FORWARD-LOOKING STATEMENTS

This report contains and references certain information that constitutes forward-looking statements as that term is defined in the federal securities laws. Forward-looking statements are all statements other than those of historical fact. Such forward-looking statements are made based upon management’s current assessments of various risks and uncertainties, as well as assumptions made in accordance with the “safe harbor” provisions of the federal securities laws. Forward-looking statements are inherently subject to various risks and uncertainties and the Company’s actual results could differ materially from the results expressed in or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and other subsequent filings made by the Company from time to time with the Securities and Exchange Commission. In addition, other risks and uncertainties not known by us, or that we currently determine to not be material, may materially adversely affect our financial condition, results of operations or cash flows. The Company undertakes no obligation to update any forward-looking statement as a result of subsequent developments, changes in underlying assumptions or facts, or otherwise, except as may be required by law.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ATLANTIC AMERICAN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	Unaudited June 30, 2022			December 31, 2021
ASSETS
Cash and cash equivalents	$	i 15,910		$	i 24,753
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost: $ i 238,401 and $ i 238,597)		i 219,282			i 260,986
Equity securities, at fair value (cost: $ i 4,906 and $ i 4,907)		i 16,450			i 19,124
Other invested assets (cost: $ i 5,628 and $ i 698)		i 5,128			i 198
Policy loans		i 1,799			i 1,858
Real estate		i 38			i 38
Investment in unconsolidated trusts		i 1,238			i 1,238
Total investments		i 243,935			i 283,442
Receivables:
Reinsurance		i 26,017			i 27,416
Insurance premiums and other (net of allowance for doubtful accounts: $ i 175 and $ i 188)		i 29,087			i 14,959
Deferred income taxes, net		i 11,166			i 1,755
Deferred acquisition costs		i 42,244			i 38,698
Other assets		i 8,371			i 8,719
Intangibles		i 2,544			i 2,544
Total assets	$	i 379,274		$	i 402,286

LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance reserves and policyholder funds:
Future policy benefits	$	i 85,204		$	i 87,348
Unearned premiums		i 38,650			i 27,469
Losses and claims		i 87,098			i 85,620
Other policy liabilities		i 922			i 1,360
Total insurance reserves and policyholder funds		i 211,874			i 201,797
Accounts payable and accrued expenses		i 23,561			i 25,465
Revolving credit facility		i 1,000			i —
Junior subordinated debenture obligations, net		i 33,738			i 33,738
Total liabilities		i 270,173			i 261,000

Commitments and contingencies (Note 12)		i			i
Shareholders’ equity:
Preferred stock, $ i i 1 / par, i i 4,000,000 / shares authorized; Series D preferred, i i i i 55,000 / / / shares issued and outstanding; $ i i 5,500 / redemption value		i 55			i 55
Common stock, $ i i 1 / par, i i 50,000,000 / shares authorized; shares issued: i i 22,400,894 / ; shares outstanding: i 20,398,497 and i 20,378,576		i 22,401			i 22,401
Additional paid-in capital		i 57,443			i 57,441
Retained earnings		i 51,820			i 51,264
Accumulated other comprehensive income (loss)		( i 15,103	)		i 17,688
Unearned stock grant compensation		( i 79	)		( i 73	)
Treasury stock, at cost: i 2,002,397 and i 2,022,318 shares		( i 7,436	)		( i 7,490	)
Total shareholders’ equity		i 109,101			i 141,286
Total liabilities and shareholders’ equity	$	i 379,274		$	i 402,286

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

Table of Contents

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,

2022

2021

2022

2021

Revenue:

Insurance premiums, net

i 47,065

i 45,133

i 94,146

i 91,223

Net investment income

i 2,529

i 2,266

i 4,869

i 4,379

Realized investment gains (losses), net

( i 62

)

i 50

( i 72

)

i 171

Unrealized gains (losses) on equity securities, net

( i 4,866

)

i 4,003

( i 2,673

)

i 4,747

Other income

i 3

i 5

i 7

i 12

Total revenue

i 44,669

i 51,457

i 96,277

i 100,532

Benefits and expenses:

Insurance benefits and losses incurred

i 32,753

i 31,703

i 63,922

i 64,975

Commissions and underwriting expenses

i 10,215

i 12,179

i 23,051

i 24,743

Interest expense

i 414

i 347

i 768

i 693

Other expense

i 3,402

i 3,474

i 6,855

i 6,914

Total benefits and expenses

i 46,784

i 47,703

i 94,596

i 97,325

Income (loss) before income taxes

( i 2,115

)

i 3,754

i 1,681

i 3,207

Income tax expense (benefit)

( i 436

)

i 792

i 518

i 676

Net income (loss)

( i 1,679

)

i 2,962

i 1,163

i 2,531

Preferred stock dividends

( i 100

)

( i 100

)

( i 199

)

( i 199

)

Net income (loss) applicable to common shareholders

( i 1,779

)

i 2,862

i 964

i 2,332

Earnings (loss) per common share (basic)

( i 0.09

)

i 0.14

i 0.05

i 0.11

Earnings (loss) per common share (diluted)

( i 0.09

)

i 0.14

i 0.05

i 0.11

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

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ATLANTIC AMERICAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; Dollars in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2022

2021

2022

2021

Net income (loss)

( i 1,679

)

i 2,962

i 1,163

i 2,531

Other comprehensive income (loss):

Available-for-sale fixed maturity securities:

Gross unrealized holding gain (loss) arising in the period

( i 19,748

)

i 7,940

( i 41,561

)

( i 5,807

)

Related income tax effect

i 4,147

( i 1,668

)

i 8,728

i 1,219

Subtotal

( i 15,601

)

i 6,272

( i 32,833

)

( i 4,588

)

Less: reclassification adjustment for net realized (gains) losses included in net income (loss)

i 43

( i 50

)

i 53

( i 171

)

Related income tax effect

( i 8

)

i 11

( i 11

)

i 36

Subtotal

i 35

( i 39

)

i 42

( i 135

)

Total other comprehensive income (loss), net of tax

( i 15,566

)

i 6,233

( i 32,791

)

( i 4,723

)

Total comprehensive income (loss)

( i 17,245

)

i 9,195

( i 31,628

)

( i 2,192

)

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

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ATLANTIC AMERICAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited; Dollars in thousands except share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2022

2021

2022

2021

Preferred stock:

Balance, beginning of period

i 55

Balance, end of period

i 55

Common stock:

Balance, beginning of period

i 22,401

Balance, end of period

i 22,401

Additional paid-in capital:

Balance, beginning of period

i 57,443

i 57,438

i 57,441

i 57,437

Restricted stock grants, net of forfeitures

i —

i 2

i —

Issuance of shares under stock plans

i —

i 1

i —

i 2

Balance, end of period

i 57,443

i 57,439

i 57,443

i 57,439

Retained earnings:

Balance, beginning of period

i 53,599

i 46,852

i 51,264

i 47,790

Net income (loss)

( i 1,679

)

i 2,962

i 1,163

i 2,531

Dividends on common stock

i —

( i 408

)

( i 408

)

Dividends accrued on preferred stock

( i 100

)

( i 100

)

( i 199

)

( i 199

)

Balance, end of period

i 51,820

i 49,714

i 51,820

i 49,714

Accumulated other comprehensive income (loss):

Balance, beginning of period

i 463

i 14,044

i 17,688

i 25,000

Other comprehensive income (loss), net of tax

( i 15,566

)

i 6,233

( i 32,791

)

( i 4,723

)

Balance, end of period

( i 15,103

)

i 20,277

( i 15,103

)

i 20,277

Unearned stock grant compensation:

Balance, beginning of period

( i 117

)

( i 217

)

( i 73

)

( i 284

)

Restricted stock grants, net of forfeitures

i —

( i 71

)

i —

Amortization of unearned compensation

i 38

i 67

i 65

i 134

Balance, end of period

( i 79

)

( i 150

)

( i 79

)

( i 150

)

Treasury stock:

Balance, beginning of period

( i 7,421

)

( i 7,338

)

( i 7,490

)

( i 7,339

)

Restricted stock grants, net of forfeitures

i —

i 69

i —

Net shares acquired related to employee share-based compensation plans

( i 15

)

( i 24

)

( i 15

)

( i 24

)

Issuance of shares under stock plans

i —

i 1

i —

i 2

Balance, end of period

( i 7,436

)

( i 7,361

)

( i 7,436

)

( i 7,361

)

Total shareholders’ equity

i 109,101

i 142,375

i 109,101

i 142,375

Dividends declared on common stock per share

i —

i 0.02

Common shares outstanding:

Balance, beginning of period

i 20,403,576

i 20,415,782

i 20,378,576

i 20,415,243

Net shares acquired under employee share-based compensation plans

( i 5,079

)

( i 5,479

)

( i 5,079

)

( i 5,479

)

Issuance of shares under stock plans

i —

i 460

i —

i 999

Restricted stock grants, net of forfeitures

i —

i 25,000

i —

Balance, end of period

i 20,398,497

i 20,410,763

i 20,398,497

i 20,410,763

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

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ATLANTIC AMERICAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; In thousands)

	Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	i 1,163		$	i 2,531
Adjustments to reconcile net income to net cash used in operating activities:
(Additions to) amortization of acquisition costs, net		( i 3,546	)		i 1,149
Realized investment losses (gains), net		i 72			( i 171	)
Unrealized (gains) losses on equity securities, net		i 2,673			( i 4,747	)
Earnings from equity method investees		i 18			i —
Compensation expense related to share awards		i 65			i 134
Depreciation and amortization		i 465			i 510
Deferred income tax benefit		( i 694	)		( i 393	)
Increase in receivables, net		( i 12,729	)		( i 14,734	)
Increase in insurance reserves and policyholder funds		i 10,077			i 7,197
Decrease in accounts payable and accrued expenses		( i 2,104	)		( i 4,112	)
Other, net		i 124			( i 1,250	)
Net cash used in operating activities		( i 4,416	)		( i 13,886	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investments sold		i 221			i 14,546
Proceeds from investments matured, called or redeemed		i 6,241			i 7,064
Investments purchased		( i 11,398	)		( i 17,018	)
Additions to property and equipment		( i 68	)		( i 65	)
Net cash (used in) provided by investing activities		( i 5,004	)		i 4,527

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends on common stock		( i 408	)		( i 408	)
Proceeds from shares issued under stock plans		i —			i 4
Treasury stock acquired — net employee share-based compensation		( i 15	)		( i 24	)
Proceeds from revolving credit facility, net		i 1,000			i —
Net cash provided by (used in) financing activities		i 577			( i 428	)

Net decrease in cash and cash equivalents		( i 8,843	)		( i 9,787	)
Cash and cash equivalents at beginning of period		i 24,753			i 19,319
Cash and cash equivalents at end of period	$	i 15,910		$	i 9,532

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	i 726		$	i 697
Cash paid for income taxes	$	i 899		$	i 2,602

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

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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 i 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, 2021 (the “2021 Annual Report”). The Company’s financial condition and results of operations and cash flows as of and for the three and six month periods ended June 30, 2022 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, 2022 or for any other future period.

The Company’s significant accounting policies have not changed materially from those set out in the 2021 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

Future Adoption of New Accounting Standards

For more information regarding accounting standards that the Company has not yet adopted, see the “Recently Issued Accounting Standards - Future Adoption of New Accounting Standards” section of Note 1 of Notes to Consolidated Financial Statements in the 2021 Annual Report.

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Note 3.

Investments

The following tables set forth the estimated fair value, gross unrealized gains, gross unrealized losses and cost or amortized cost of the Company’s investments in fixed maturities and equity securities, aggregated by type and industry, as of June 30, 2022 and December 31, 2021.

Fixed maturities were comprised of the following:

June 30, 2022

Estimated

Fair 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

i 45,353

i —

i 3,968

i 49,321

Obligations of states and political subdivisions

i 9,825

i 179

i 1,244

i 10,890

Corporate securities:

Utilities and telecom

i 24,779

i 496

i 2,500

i 26,783

Financial services

i 61,193

i 551

i 5,124

i 65,766

Other business – diversified

i 31,375

i 108

i 3,350

i 34,617

Other consumer – diversified

i 46,526

i 88

i 4,393

i 50,831

Total corporate securities

i 163,873

i 1,243

i 15,367

i 177,997

Redeemable preferred stocks:

Other consumer – diversified

i 231

i 38

i —

i 193

Total redeemable preferred stocks

i 231

i 38

i —

i 193

Total fixed maturities

i 219,282

i 1,460

i 20,579

i 238,401

December 31, 2021

Estimated

Fair 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

i 50,298

i 763

i 416

i 49,951

Obligations of states and political subdivisions

i 11,644

i 749

i —

i 10,895

Corporate securities:

Utilities and telecom

i 29,717

i 2,961

i 44

i 26,800

Financial services

i 70,921

i 6,759

i 48

i 64,210

Other business – diversified

i 40,216

i 4,631

i 106

i 35,691

Other consumer – diversified

i 57,940

i 7,185

i 103

i 50,858

Total corporate securities

i 198,794

i 21,536

i 301

i 177,559

Redeemable preferred stocks:

Other consumer – diversified

i 250

i 58

i —

i 192

Total redeemable preferred stocks

i 250

i 58

i —

i 192

Total fixed maturities

i 260,986

i 23,106

i 717

i 238,597

Bonds having an amortized cost of $ i 11,049 and $ i 11,169 and included in the tables above were on deposit with insurance regulatory authorities as of June 30, 2022 and December 31, 2021, respectively, in accordance with statutory requirements. Additionally, bonds having an amortized cost of $ i 7,872 and $ i 5,371 and included in the tables above were pledged as collateral to the Federal Home Loan Bank of Atlanta ("FHLB") at June 30, 2022 and December 31, 2021, respectively.

Table of Contents

Equity securities were comprised of the following:

June 30, 2022

Estimated

Fair Value

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Cost

Equity securities:

Common and non-redeemable preferred stocks:

Financial services

i 721

i 448

i —

i 273

Other business – diversified

i 15,729

i 11,096

i —

i 4,633

Total equity securities

i 16,450

i 11,544

i —

i 4,906

December 31, 2021

Estimated

Fair Value

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Cost

Equity securities:

Common and non-redeemable preferred stocks:

Financial services

i 799

i 525

i —

i 274

Other business – diversified

i 18,325

i 13,692

i —

i 4,633

Total equity securities

i 19,124

i 14,217

i —

i 4,907

The carrying value and amortized cost of the Company’s investments in fixed maturities at June 30, 2022 and December 31, 2021 by contractual maturity were as follows. Actual maturities may differ from contractual maturities because issuers may call or prepay obligations with or without call or prepayment penalties.

June 30, 2022

December 31, 2021

Carrying

Value

Amortized

Cost

Carrying

Value

Amortized

Cost

Due in one year or less

i 4,414

i 4,402

i 1,734

i 1,730

Due after one year through five years

i 29,475

i 30,290

i 24,926

i 23,593

Due after five years through ten years

i 58,472

i 62,750

i 73,725

i 68,338

Due after ten years

i 92,483

i 103,117

i 122,045

i 106,181

Asset backed securities

i 34,438

i 37,842

i 38,556

i 38,755

Totals

i 219,282

i 238,401

i 260,986

i 238,597

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, 2022 and December 31, 2021.

June 30, 2022

Less than 12 months

12 months or longer

Total

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

U.S. Treasury securities and obligations of U.S. Government agencies and authorities

i 40,587

i 3,139

i 4,570

i 829

i 45,157

i 3,968

Obligations of states and political subdivisions

i 6,114

i 1,244

i —

i 6,114

i 1,244

Corporate securities

i 141,293

i 14,203

i 4,559

i 1,164

i 145,852

i 15,367

Total temporarily impaired securities

i 187,994

i 18,586

i 9,129

i 1,993

i 197,123

i 20,579

December 31, 2021

Less than 12 months

12 months or longer

Total

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

U.S. Treasury securities and obligations of U.S. Government agencies and authorities

i 30,141

i 416

i —

i 30,141

i 416

Corporate securities

i 3,326

i 49

i 4,761

i 252

i 8,087

i 301

Total temporarily impaired securities

i 33,467

i 465

i 4,761

i 252

i 38,228

i 717

The evaluation for an other than temporary impairment (“OTTI”) is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to hold the securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit status.

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There were i i i i no / / / OTTI charges recorded during the three month and six month periods ended June 30, 2022 and 2021.

As of June 30, 2022 and December 31, 2021, there were i 227 and i 61 securities, respectively, in an unrealized loss position, which primarily included certain of the Company’s investments in fixed maturities within the financial services, other diversified business and other diversified consumer sectors. The increase in the number of securities in an unrealized loss position during the six month period ended June 30, 2022 was primarily attributable to a decline in market values in certain of the Company’s fixed maturity securities as a result of a rising interest rate environment. The Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position. Based upon the Company’s expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the Company’s evaluation of other relevant factors, including those described above, the Company has deemed these securities to be temporarily impaired as of June 30, 2022.

The following tables summarize realized investment gains (losses) for the three month and six month periods ended June 30, 2022 and 2021.

Three Months Ended

June 30, 2022

Fixed

Maturities

Equity

Securities

Other

Invested

Assets

Total

Gains

i —

Losses

( i 43

)

i —

( i 19

)

( i 62

)

Realized investment losses, net

( i 43

)

i —

( i 19

)

( i 62

)

Three Months Ended

June 30, 2021

Fixed

Maturities

Equity

Securities

Other

Invested

Assets

Total

Gains

i 50

i —

i 50

Losses

i —

Realized investment gains, net

i 50

i —

i 50

Six Months Ended

June 30, 2022

Fixed

Maturities

Equity

Securities

Other

Invested

Assets

Total

Gains

i —

Losses

( i 53

)

i —

( i 19

)

( i 72

)

Realized investment losses, net

( i 53

)

i —

( i 19

)

( i 72

)

Six Months Ended

June 30, 2021

Fixed

Maturities

Equity

Securities

Other

Invested

Assets

Total

Gains

i 171

i —

i 171

Losses

i —

Realized investment gains, net

i 171

i —

i 171

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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, 2022 and 2021.

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Net realized and unrealized gains (losses) recognized during the period on equity securities	$	( i 4,866	)	$	i 4,003	$	( i 2,673	)	$	i 4,747
Less: Net realized gains (losses) recognized during the period on equity securities sold during the period		i —			i —		i —			i —
Unrealized gains (losses) recognized during the reporting period on equity securities, net	$	( i 4,866	)	$	i 4,003	$	( i 2,673	)	$	i 4,747

Variable Interest Entities

The Company holds passive interests in a number of entities that are considered to be variable interest entities (“VIEs”) under GAAP guidance. The Company’s VIE interests principally consist of interests in limited liability companies formed for the purpose of achieving diversified equity returns. The Company’s VIE interests, carried as a part of other invested assets, totaled $ i 5,128 and $ i 198 as of June 30, 2022 and December 31, 2021, respectively. The Company’s VIE interests, carried as a part of investment in unconsolidated trusts, totaled $ i i 1,238 / as of June 30, 2022 and December 31, 2021.

The Company does not have power over the activities that most significantly impact the economic performance of these VIEs and thus is not the primary beneficiary. Therefore, the Company has not consolidated these VIEs. The Company’s involvement with each VIE is limited to its direct ownership interest in the VIE. The Company has no arrangements with any of the VIEs to provide other financial support to or on behalf of the VIE. The Company’s maximum loss exposure relative to these investments was limited to the carrying value of the Company’s investment in the VIEs, which amount to $ i 6,366 and $ i 1,436, as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company had outstanding commitments totaling $ i 5,872 and $ i 1,997, respectively, whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new investments and partnership expenses.

Note 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 describes the fair value hierarchy and provides information as to the extent to which the Company uses fair value to measure the value of its financial instruments and information about the inputs used to value those financial instruments. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three broad levels.

Level 1

Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. The Company’s financial instruments valued using Level 1 criteria include cash equivalents and exchange traded common stocks.

Level 2

Observable inputs, other than quoted prices included in Level 1, for an asset or liability or prices for similar assets or liabilities. The Company’s financial instruments valued using Level 2 criteria include significantly most of its fixed maturities, which consist of U.S. Treasury securities, U.S. Government securities, obligations of states and political subdivisions, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In determining fair value measurements of its fixed maturities and non-redeemable preferred stocks using Level 2 criteria, the Company utilizes data from outside sources, including nationally recognized pricing services and broker/dealers. Prices for the majority of the Company’s Level 2 fixed maturities and non-redeemable preferred stocks were determined using unadjusted prices received from pricing services that utilize models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities) or can be corroborated by observable market data.

Level 3

Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). Fair value is based on criteria that use assumptions or other data that are not readily observable from objective sources. With little or no observable market, the determination of fair values uses considerable judgment and represents the Company’s best estimate of an amount that could be realized in a market exchange for the asset or liability. The Company’s financial instruments valued using Level 3 criteria consist of two fixed maturity securities and one equity security. As of June 30, 2022 and December 31, 2021, the value of the fixed maturities valued using Level 3 criteria was $ i 0 and $ i 250, respectively. As of June 30, 2022 and December 31, 2021, the value of the equity security valued using Level 3 criteria was $ i 156 and $ i 157, respectively. The equity security is not traded and is valued at cost. The use of different criteria or assumptions regarding data may have yielded materially different valuations.

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As of June 30, 2022, 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

i —

i 219,282

i —

i 219,282

Equity securities

i 16,294

i —

i 156

i 16,450

Cash equivalents

i 10,019

i —

i 10,019

Total

i 26,313

i 219,282

i 156

i 245,751

As of December 31, 2021, 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

i 250

i 260,486

i 250

i 260,986

Equity securities

i 18,967

i —

i 157

i 19,124

Cash equivalents

i 12,713

i —

i 12,713

Total

i 31,930

i 260,486

i 407

i 292,823

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, 2022 and December 31, 2021.

June 30, 2022

December 31, 2021

Level in Fair

Value

Hierarchy ⁽¹⁾

Carrying

Amount

Estimated

Fair Value

Carrying

Amount

Estimated

Fair Value

Assets:

Cash and cash equivalents

Level 1

i 15,910

i 24,753

Fixed maturities

⁽¹⁾

i 219,282

i 260,986

Equity securities

⁽¹⁾

i 16,450

i 19,124

Other invested assets

Level 3

i 5,128

i 198

Policy loans

Level 2

i 1,799

i 1,858

Investment in unconsolidated trusts

Level 2

i 1,238

Liabilities:

Junior subordinated debentures, net

Level 2

i 33,738

i 32,489

i 33,738

i 33,728

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

Note 5.

Internal-Use Software

On March 3, 2021, the Company entered into a hosting arrangement through a service contract with a third party software solutions vendor to provide a suite of policy, billing, claim, and customer management services. The software is managed, hosted, supported, and delivered as a cloud-based software service product offering (software-as-a-service). The initial term of the arrangement is i five years from the effective date with a renewal term of an additional i five years.

Service fees related to the hosting arrangement are recorded as an expense in the Company’s condensed consolidated statement of operations as incurred. Implementation expenses incurred related to third party professional and consulting services have been capitalized. The Company will begin amortizing, on a straight-line basis over the expected i ten year term of the hosting arrangement, when the software is substantially ready for its intended use. The Company incurred and capitalized implementation costs of $ i 500 during the year ended December 31, 2021, and $ i 958 during the six months ended June 30, 2022. As a result, the Company has capitalized $ i 1,458 in implementation costs in its condensed consolidated balance sheet as of June 30, 2022. The Company expects the software will be substantially ready for its intended use during 2023. Accordingly, the Company has i not recorded any amortization expense related to software implementation costs for the six months ended June 30, 2022.

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Note 6.

Insurance Reserves for Losses and Claims

The roll-forward of insurance reserves for losses and claims for the six months ended June 30, 2022 and 2021 is as follows:

	Six Months Ended June 30,
	2022			2021
Beginning insurance reserves for losses and claims, gross	$	i 85,620		$	i 79,147
Less: Reinsurance recoverable on unpaid losses		( i 17,690	)		( i 17,600	)
Beginning insurance reserves for losses and claims, net		i 67,930			i 61,547

Incurred related to:
Current accident year		i 66,260			i 63,836
Prior accident year development ⁽¹⁾		( i 3,195	)⁽²⁾		i 589	⁽³⁾
Total incurred		i 63,065			i 64,425

Paid related to:
Current accident year		i 32,630			i 33,295
Prior accident years		i 28,754			i 28,429
Total paid		i 61,384			i 61,724
Ending insurance reserves for losses and claims, net		i 69,611			i 64,248
Plus: Reinsurance recoverable on unpaid losses		i 17,487			i 17,225
Ending insurance reserves for losses and claims, gross	$	i 87,098		$	i 81,473

(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.

(2)	Prior years’ development was primarily the result of favorable development in the property and casualty operations, as well as favorable development in the Medicare supplement line of business in the life and health operations.

(3)	Prior years’ development was primarily the result of unfavorable development in the loss and claim reserves for the Medicare supplement line of business in Bankers Fidelity. Partially offsetting the unfavorable development was favorable development in the property and casualty operations.

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

	Six Months Ended June 30,
	2022			2021
Total incurred losses	$	i 63,065		$	i 64,425
Cash surrender value and matured endowments		i 1,154			i 1,692
Benefit reserve changes		( i 297	)		( i 1,142	)
Total insurance benefits and losses incurred	$	i 63,922		$	i 64,975

Note 7.

Credit Arrangements

The Company is preparing for the expected discontinuation of LIBOR by identifying, assessing and monitoring risks associated with LIBOR transition. Preparation includes taking steps to update operational processes to support alternative reference rates and models, as well as evaluating legacy contracts for any changes that may be required, including the determination of applicable fallbacks.

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Bank Debt

On May 12, 2021, the Company entered into a Revolving Credit Agreement (the “Credit Agreement”) with Truist Bank as the lender (the “Lender”). The Credit Agreement provides for an unsecured $ i 10,000 revolving credit facility that matures on i April 12, 2024. Under the Credit Agreement, the Company will pay interest on the unpaid principal balance of outstanding revolving loans at the LIBOR Rate (as defined in the Credit Agreement) plus i 2.00%, subject to a LIBOR floor rate of i 1.00%.

The Credit Agreement requires the Company to comply with certain covenants, including a debt to capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds i 35% of the Company’s consolidated capitalization at any time. The Credit Agreement also contains customary representations and warranties and events of default. Events of default include, among others, (a) the failure by the Company to pay any amounts owed under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence of bankruptcy or insolvency events. Upon an event of default, the Lender may, among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of June 30, 2022, the Company had outstanding borrowings of $ i 1,000 under the Credit Agreement.

Junior Subordinated Debentures

The Company has i 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, 2022 was as follows:

	Atlantic American Statutory Trust I		Atlantic American Statutory Trust II
JUNIOR SUBORDINATED DEBENTURES ^{(1) (2)}
Principal amount owed June 30, 2022	$	i 18,042	$	i 23,196
Less: Treasury debt ⁽³⁾		i —		( i 7,500	)
Net balance June 30, 2022	$	i 18,042	$	i 15,696
Net balance December 31, 2021	$	i 18,042	$	i 15,696
Coupon rate	LIBOR + i 4.00%		LIBOR + i 4.10%
Interest payable	i Quarterly		i Quarterly
Maturity date	i December 4, 2032		i May 15, 2033
Redeemable by issuer	i Yes		i Yes
TRUST PREFERRED SECURITIES
Issuance date	i December 4, 2002		i May 15, 2003
Securities issued		i 17,500		i 22,500
Liquidation preference per security	$	i 1	$	i 1
Liquidation value	$	i 17,500	$	i 22,500
Coupon rate	LIBOR + i 4.00%		LIBOR + i 4.10%
Distribution payable	i Quarterly		i Quarterly
Distribution guaranteed by ⁽⁴⁾	i Atlantic American Corporation		i 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 i 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 $ i 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.

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Note 8.

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, 2022
	Loss			Weighted Average Shares (In thousands)		Per Share Amount
Basic and Diluted Loss Per Common Share:
Net loss	$	( i 1,679	)		i i 20,402 /
Less preferred stock dividends		( i 100	)		—
Net loss applicable to common shareholders	$	( i i 1,779 /	)		i i 20,402 /	$	( i i 0.09 /	)

	Three Months Ended June 30, 2021
	Income			Weighted Average Shares (In thousands)		Per Share Amount
Basic Earnings Per Common Share:
Net income	$	i 2,962			i 20,414
Less preferred stock dividends		( i 100	)		—
Net income applicable to common shareholders		i 2,862			i 20,414	$	i 0.14
Diluted Earnings Per Common Share:
Effect of Series D preferred stock		i 100			i 1,378
Net income applicable to common shareholders	$	i 2,962			i 21,792	$	i 0.14

	Six Months Ended June 30, 2022
	Income			Weighted Average Shares (In thousands)		Per Share Amount
Basic and Diluted Income Per Common Share:
Net income	$	i 1,163			i i 20,391 /
Less preferred stock dividends		( i 199	)		—
Net income applicable to common shareholders	$	i i 964 /			i i 20,391 /	$	i i 0.05 /

Six Months Ended

June 30, 2021

Income

Weighted

Average

(In thousands)

Per Share

Amount

Basic and Diluted Income Per Common Share:

Net income

i 2,531

i i 20,415 /

Less preferred stock dividends

( i 199

)

—

Net income applicable to common shareholders

i i 2,332 /

i i 20,415 /

i i 0.11 /

The assumed conversion of the Company’s Series D preferred stock was excluded from the earnings (loss) per common share calculation for all periods presented, except for the three month period ended June 30, 2021, since its impact would have been antidilutive.

Note 9.

Equity and Incentive Compensation Plan

On May 1, 2012, the Company’s shareholders approved the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan authorizes the grant of up to i 2,000,000 stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other awards for the purpose of providing the Company’s non-employee directors, consultants, officers and other employees incentives and rewards for superior performance. During the six month period ended June 30, 2022, a total of i 25,000 restricted shares, with an estimated fair value of $ i 69 were issued under the 2012 Plan. During 2021, there were i no restricted shares issued under the 2012 Plan. The estimated fair value of the restricted shares issued under the 2012 Plan during 2022 was based on the common stock price at date of grant. Stock grants are generally issued from treasury shares. Vesting of restricted shares generally occurs after a one to i three year period following the date of grant. The Company accounts for forfeitures as they occur. There were i i i i no / / / stock options granted or outstanding under the 2012 Plan in 2022 or 2021. Shares available for future grant under the 2012 Plan at December 31, 2021 were i 935,200. The 2012 Plan expired on April 30, 2022, i ten years after its effective date. As such, i no grants have been or will be made under the 2012 Plan on or after its expiration, but outstanding awards granted thereunder will continue in accordance with their terms.

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On May 24, 2022, the Company’s shareholders approved the 2022 Equity and Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan authorizes the grant of up to i 3,000,000 stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other awards, and succeeded the 2012 Plan for the purpose of providing the Company’s non-employee directors, consultants, officers and other employees incentives and rewards for superior performance. As of June 30, 2022, i no shares have been issued under the 2022 Plan.

Note 10.

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,

2022

2021

2022

2021

Federal income tax provision at statutory rate of i 21%

( i 444

)

i 788

i 353

i 673

Dividends-received deduction

( i 6

)

( i 5

)

( i 12

)

( i 14

)

Meals and entertainment

i 10

i 20

i 14

Vested stock and club dues

i —

( i 5

)

i —

( i 5

)

Parking disallowance

i 4

i 8

Penalties and fines

i —

i 149

i —

Income tax expense (benefit)

( i 436

)

i 792

i 518

i 676

The components of income tax expense (benefit) were:

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Current – Federal	$	i 1,144		$	i 693	$	i 1,212		$	i 1,069
Deferred – Federal		( i 1,580	)		i 99		( i 694	)		( i 393	)
Total	$	( i 436	)	$	i 792	$	i 518		$	i 676

Note 11.

Leases

The Company has i two operating lease agreements, each for the use of office space in the ordinary course of business. The first lease renews annually on an automatic basis and based on original assumptions, management is reasonably certain to exercise the renewal option through 2026. The original term of the second lease was i ten years and amended in January 2017 to provide for an additional i seven years, with a termination date on September 30, 2026. The rate used in determining the present value of lease payments is based upon an estimate of the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease.

These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease. Lease expense reported for the six months ended June 30, 2022 and June 30, 2021 was $ i i 507 / .

Additional information regarding the Company’s real estate operating leases is as follows:

	Six Months Ended June 30,
Other information on operating leases:	2022			2021
Cash payments included in the measurement of lease liabilities reported in operating cash flows	$	i 512		$	i 504
Right-of-use assets included in other assets on the condensed consolidated balance sheet		i 3,781			i 4,493
Weighted average discount rate		i 6.8	%		i 6.8	%
Weighted average remaining lease term in years	i 4.4 years			i 5.4 years

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The following table presents maturities and present value of the Company’s lease liabilities:

	Lease Liability
Remainder of 2022	$	i 519
2023		i 1,048
2024		i 1,065
2025		i 1,083
2026		i 942
Thereafter		i —
Total undiscounted lease payments		i 4,657
Less: present value adjustment		i 647
Operating lease liability included in accounts payable and accrued expenses on the condensed consolidated balance sheet	$	i 4,010

As of June 30, 2022, the Company has no operating leases that have not yet commenced.

Note 12.

Commitments and Contingencies

Litigation

From time to time, the Company is, and expects to continue to be, involved in various claims and lawsuits incidental to and in the ordinary course of its business. In the opinion of management, any such known claims are not expected to have a material effect on the financial condition or results of operations of the Company.

Regulatory Matters

Like all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and supervision in the jurisdictions in which they do business. Statutes typically delegate regulatory, supervisory, and administrative powers to state insurance commissioners. From time to time, and in the ordinary course of business, the Company receives notices and inquiries from state insurance departments with respect to various matters.

In November 2021, the Company was made aware by a state regulatory authority of alleged violations relating to certain sales of insurance policies and that the Company may be subject to regulatory action, including fines. The Company agreed to settle the matter through a consent order which included a penalty that was recorded in the financial statements in March 2022.

Note 13.

Segment Information

The Parent’s primary insurance subsidiaries, American Southern and Bankers Fidelity, operate in i 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. i The following sets forth the assets, revenue and income (loss) before income taxes for each business unit as of and for the periods ended 2022 and 2021.

Assets	June 30, 2022		December 31, 2021
American Southern	$	i 153,533	$	i 161,788
Bankers Fidelity		i 202,864		i 227,395
Corporate and Other		i 22,877		i 13,103
Total assets	$	i 379,274	$	i 402,286

Revenues

Three Months Ended

June 30,

Six Months Ended

June 30,

2022

2021

2022

2021

American Southern

i 19,496

i 17,522

i 38,002

i 35,048

Bankers Fidelity

i 25,569

i 33,680

i 58,458

i 65,220

Corporate and Other

( i 396

)

i 255

( i 183

)

i 264

Total revenue

i 44,669

i 51,457

i 96,277

i 100,532

Income (Loss) Before Income Taxes	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
American Southern	$	i 682		$	i 2,073		$	i 2,767		$	i 3,563
Bankers Fidelity		( i 517	)		i 3,377			i 2,934			i 3,511
Corporate and Other		( i 2,280	)		( i 1,696	)		( i 4,020	)		( i 3,867	)
Income (loss) before income taxes	$	( i 2,115	)	$	i 3,754		$	i 1,681		$	i 3,207

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Overview

The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”) as of and for the three month and six month periods ended June 30, 2022. 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, 2021 (the “2021 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 2021 Annual Report. Except as disclosed in Note 2 of Notes to Condensed Consolidated Financial Statements, the Company’s critical accounting policies are consistent with those disclosed in the 2021 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, 2022 and the comparable periods in 2021:

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021

Insurance premiums, net	$	47,065		$	45,133	$	94,146		$	91,223
Net investment income		2,529			2,266		4,869			4,379
Realized investment gains (losses), net		(62	)		50		(72	)		171
Unrealized gains (losses) on equity securities, net		(4,866	)		4,003		(2,673	)		4,747
Other income		3			5		7			12
Total revenue		44,669			51,457		96,277			100,532
Insurance benefits and losses incurred		32,753			31,703		63,922			64,975
Commissions and underwriting expenses		10,215			12,179		23,051			24,743
Interest expense		414			347		768			693
Other expense		3,402			3,474		6,855			6,914
Total benefits and expenses		46,784			47,703		94,596			97,325
Income (loss) before income taxes	$	(2,115	)	$	3,754	$	1,681		$	3,207
Net income (loss)	$	(1,679	)	$	2,962	$	1,163		$	2,531

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 and unrealized investment gains, which are not a part of the Company’s primary operations and are, to a limited extent, subject to discretion in terms of timing of realization).

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A reconciliation of net income (loss) to operating income (loss) for the three month and six month periods ended June 30, 2022 and the comparable periods in 2021 is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Reconciliation of Non-GAAP Financial Measure	2022			2021			2022		2021
	(In thousands)
Net income (loss)	$	(1,679	)	$	2,962		$	1,163	$	2,531
Income tax expense (benefit)		(436	)		792			518		676
Realized investment (gains) losses, net		62			(50	)		72		(171	)
Unrealized (gains) losses on equity securities, net		4,866			(4,003	)		2,673		(4,747	)
Non-GAAP operating income (loss)	$	2,813		$	(299	)	$	4,426	$	(1,711	)

On a consolidated basis, the Company had net loss of $1.7 million, or $0.09 per diluted share, for the three month period ended June 30, 2022, compared to net income of $3.0 million, or $0.14 per diluted share, for the three month period ended June 30, 2021. The Company had net income of $1.2 million, or $0.05 per diluted share, for the six month period ended June 30, 2022, compared to net income of $2.5 million, or $0.11 per diluted share, for the six month period ended June 30, 2021. The decrease in net income for the three month and six month periods ended June 30, 2022 was primarily attributable to the decrease in unrealized gains of $8.9 million and $7.4 million, respectively, over the comparable periods in 2021.

For the three month period ended June 30, 2022, premium revenue increased $1.9 million, or 4.3%, to $47.1 million from $45.1 million in the comparable period in 2021. For the six month period ended June 30, 2022, premium revenue increased $2.9 million, or 3.2%, to $94.1 million from $91.2 million in the comparable period in 2021. The increase in premium revenue was primarily attributable to an increase in business writings and price increases in certain programs within the automobile physical damage and automobile liability lines of business in the property and casualty operations. Also contributing to this increase in premium revenue was an increase in the life insurance premiums in the life and health operations. Partially offsetting this increase was a decrease in the Medicare supplement line of business in the life and health operations.

Operating income increased $3.1 million in the three month period ended June 30, 2022 from the three month period ended June 30, 2021. For the six month period ended June 30, 2022, operating income increased $6.1 million from the comparable period in 2021. The increase in operating income was primarily due to favorable loss experience in the life and health operations, resulting from an increase in earned premium within the group lines of business coupled with a decrease in the number of claims incurred in the Medicare supplement line of business.

A more detailed analysis of the individual operating segments and other corporate activities follows.

American Southern

The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2022 and the comparable periods in 2021:

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	(Dollars in thousands)
Gross written premiums	$	39,600		$	33,053		$	51,158		$	44,515
Ceded premiums		(1,722	)		(1,565	)		(3,339	)		(3,249	)
Net written premiums	$	37,878		$	31,488		$	47,819		$	41,266
Net earned premiums	$	18,769		$	16,362		$	36,112		$	32,977
Insurance benefits and losses incurred		14,040			10,157			24,518			21,906
Commissions and underwriting expenses		4,774			5,293			10,717			9,579
Underwriting income	$	(45	)	$	912		$	877		$	1,492
Loss ratio		74.8	%		62.1	%		67.9	%		66.4	%
Expense ratio		25.4			32.3			29.7			29.0
Combined ratio		100.2	%		94.4	%		97.6	%		95.4	%

Gross written premiums at American Southern increased $6.5 million, or 19.8%, during the three month period ended June 30, 2022 and $6.6 million, or 14.9%, during the six month period ended June 30, 2022, from the comparable periods in 2021. The increase in gross written premiums during the three month and six month periods ended June 30, 2022 was primarily attributable to an increase in premiums written in the automobile physical damage and automobile liability lines of business, resulting from new business writings and price increases in certain programs.

Ceded premiums increased $0.2 million, or 10.0%, during the three month period ended June 30, 2022 and $0.1 million, or 2.8%, during the six month period ended June 30, 2022, from the comparable periods in 2021. American Southern’s ceded premiums are typically determined as a percentage of earned premiums and generally increase or decrease as earned premiums increase or decrease. Partially offsetting the increase in ceded premiums in 2022 was a decrease in ceding rates for two large programs in the automobile liability line of business.

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The following presents American Southern’s net earned premiums by line of business for the three month and six month periods ended June 30, 2022 and the comparable periods in 2021:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(In thousands)
Automobile liability	$	8,560	$	7,276	$	16,185	$	15,013
Automobile physical damage		6,447		5,483		12,470		11,017
General liability		1,430		1,424		2,859		2,677
Surety		1,503		1,327		2,968		2,644
Other lines		829		852		1,630		1,626
Total	$	18,769	$	16,362	$	36,112	$	32,977

Net earned premiums increased $2.4 million, or 14.7%, during the three month period ended June 30, 2022, and $3.1 million, or 9.5%, during the six month period ended June 30, 2022, over the comparable periods in 2021. The increase in net earned premiums was primarily attributable to an increase in business writings and price increases in certain programs within the automobile physical damage and automobile liability lines of business as previously mentioned. Premiums are earned ratably over their respective policy terms, and therefore premiums earned in the current year are related to policies written during both the current year and immediately preceding year.

The performance of an insurance company is often measured by its combined ratio. The combined ratio represents the percentage of losses, loss adjustment expenses and other expenses that are incurred for each dollar of premium earned by the company. A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an underwriting loss. The combined ratio is divided into two components, the loss ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).

Insurance benefits and losses incurred at American Southern increased $3.9 million, or 38.2%, during the three month period ended June 30, 2022, and increased $2.6 million, or 11.9%, during the six month period ended June 30, 2022, over the comparable periods in 2021. As a percentage of earned premiums, insurance benefits and losses incurred were 74.8% in the three month period ended June 30, 2022, compared to 62.1% in the three month period ended June 30, 2021. For the six month period ended June 30, 2022, this ratio increased to 67.9% from 66.4% in the comparable period in 2021. The increase in the loss ratio during the three month and six month periods ended June 30, 2022 was mainly due to severity of losses reported from programs within the automobile liability line of business. Partially offsetting this increase was a decrease in the frequency of claims in the automobile physical damage line of business.

Commissions and underwriting expenses decreased $0.5 million, or 9.8%, during the three month period ended June 30, 2022, and increased $1.1 million, or 11.9% during the six month period ended June 30, 2022, over the comparable periods in 2021. As a percentage of earned premiums, underwriting expenses were 25.4% in the three month period ended June 30, 2022, compared to 32.3% in the three month period ended June 30, 2021. For the six month period ended June 30, 2022, this ratio increased to 29.7% from 29.0% in the comparable period in 2021. The decrease in the expense ratio during the three month period ended June 30, 2022 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 period ended June 30, 2022, variable commissions decreased by $0.7 million from the comparable period in 2021 due to less favorable loss experience from accounts subject to variable commissions. During the six month period ended June 30, 2022, variable commissions increased by $0.4 million, respectively, from the comparable period in 2021 due to favorable loss experience from accounts subject to variable commissions.

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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, 2022 and the comparable periods in 2021:

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	(Dollars in thousands)
Medicare supplement	$	37,276		$	40,866		$	75,247		$	81,858
Other health products		2,949			2,368			5,922			4,755
Life insurance		3,570			2,450			8,087			5,337
Gross earned premiums		43,795			45,684			89,256			91,950
Ceded premiums		(15,499	)		(16,913	)		(31,222	)		(33,704	)
Net earned premiums		28,296			28,771			58,034			58,246
Insurance benefits and losses incurred		18,713			21,546			39,404			43,069
Commissions and underwriting expenses		7,373			8,756			16,119			18,640
Total expenses		26,086			30,302			55,523			61,709
Underwriting income (loss)	$	2,210		$	(1,531	)	$	2,511		$	(3,463	)
Loss ratio		66.1	%		74.9	%		67.9	%		73.9	%
Expense ratio		26.1			30.4			27.8			32.0
Combined ratio		92.2	%		105.3	%		95.7	%		105.9	%

Net earned premium revenue at Bankers Fidelity decreased $0.5 million, or 1.7%, during the three month period ended June 30, 2022, and $0.2 million, or 0.4%, during the six month period ended June 30, 2022, from the comparable periods in 2021. Gross earned premiums from the Medicare supplement line of business decreased $3.6 million, or 8.8%, during the three month period ended June 30, 2022, and $6.6 million, or 8.1%, during the six month period ended June 30, 2022, due primarily to non-renewals exceeding the level of new business writings. Other health product premiums increased $0.6 million, or 24.5%, during the three month period ended June 30, 2022, and $1.2 million, or 24.5%, during the six month period ended June 30, 2022, over the comparable periods in 2021, primarily as a result of new sales of the company’s group health and individual cancer products. Gross earned premiums from the life insurance line of business increased $1.1 million, or 45.7%, during the three month period ended June 30, 2022, and increased $2.8 million, or 51.5%, during the six month period ended June 30, 2022, over the comparable periods in 2021, primarily due to an increase in the group life products premium. Partially offsetting this increase was a decrease in individual life products premium, resulting from the redemption and settlement of existing individual life policy obligations exceeding the level of new individual life sales. Premiums ceded decreased $1.4 million, or 8.4%, during the three month period ended June 30, 2022 and $2.5 million, or 7.4%, during the six month period ended June 30, 2022. The decrease in ceded premiums for the three month and six month periods ended June 30, 2022 was due to a decrease in Medicare supplement premiums subject to reinsurance.

Insurance benefits and losses incurred decreased $2.8 million, or 13.1%, during the three month period ended June 30, 2022, and $3.7 million, or 8.5%, during the six month period ended June 30, 2022, from the comparable periods in 2021. As a percentage of earned premiums, benefits and losses were 66.1% in the three month period ended June 30, 2022, compared to 74.9% in the three month period ended June 30, 2021. For the six month period ended June 30, 2022, this ratio decreased to 67.9% from 73.9% in the comparable period in 2021. The decrease in the loss ratio for the three month and six month periods ended June 30, 2022 was primarily due to a decrease in the loss ratio in the Medicare supplement line of business as a result of improved rate adequacy, as well as a decrease in the loss ratio in the group lines of business.

Commissions and underwriting expenses decreased $1.4 million, or 15.8%, during the three month period ended June 30, 2022, and $2.5 million, or 13.5%, during the six month period ended June 30, 2022, over the comparable periods in 2021. As a percentage of earned premiums, underwriting expenses were 26.1% in the three month period ended June 30, 2022, compared to 30.4% in the three month period ended June 30, 2021. For the six month period ended June 30, 2022, this ratio decreased to 27.8% from 32.0% in the comparable period in 2021. The decrease in the expense ratio for the three month and six month periods ended June 30, 2022 was primarily due to the level of additions to deferred acquisition costs ("DAC") exceeding the amortization of DAC.

Net Investment Income and Realized Gains (Losses)

Investment income increased $0.3 million, or 11.6%, during the three month period ended June 30, 2022, and $0.5 million, or 11.2%, during the six month period ended June 30, 2022, over the comparable periods in 2021. The increase in investment income was primarily attributable to prepayment income of $0.3 million in each of the three month and six month periods ended June 30, 2022, from the comparable periods in 2021, related to the redemption of certain fixed maturities. Also, contributing to the increase in investment income was an increase in the equity in earnings from investments in the Company's limited liability companies of $0.04 million and $0.1 million, respectively.

The Company had net realized investment losses of $0.1 million during the three month period ended June 30, 2022, compared to net realized investment gains of $0.1 during the three month period ended June 30, 2021. The Company had net realized investment losses of $0.1 million during the six month period ended June 30, 2022 and net realized investment gains of $0.2 during the six month period ended June 30, 2021. The net realized investment losses during the three month and six month periods ended June 30, 2022 resulted primarily from the redemption of several of the Company’s investments in fixed maturity securities. The net realized investment gains during the three month and six month periods ended June 30, 2021 resulted from the disposition of several of the Company’s investments in fixed maturity securities. Management continually evaluates the Company’s investment portfolio and makes adjustments for impairments and/or divests investments as may be determined to be appropriate.

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Unrealized Gains (Losses) on Equity Securities

Investments in equity securities are measured at fair value at the end of the reporting period, with any changes in fair value reported in net income during the period, with certain exceptions. The Company recognized net unrealized losses on equity securities of $4.9 million during the three month period ended June 30, 2022 and unrealized gains on equity securities of $4.0 million during the three month period ended June 30, 2021. The Company recognized net unrealized losses on equity securities of $2.7 million during the six month period ended June 30, 2022 and unrealized gains on equity securities of $4.7 million during the six month period ended June 30, 2021. Changes in unrealized gains on equity securities for the applicable periods are primarily the result of fluctuations in the market value of certain of the Company’s equity securities.

Interest Expense

Interest expense increased $0.1 million, or 19.3%, during the three month period ended June 30, 2022, and $0.1 million, or 10.8%, during the six month period ended June 30, 2022, from the comparable periods in 2021. Changes in interest expense were primarily due to changes in the London Interbank Offered Rate (“LIBOR”), as the interest rates on the Company’s outstanding junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) are directly related to LIBOR. The Company is preparing for the expected discontinuation of LIBOR by identifying, assessing and monitoring risks associated with LIBOR transition. Preparation includes taking steps to update operational processes to support alternative reference rates and models, as well as evaluating legacy contracts for any changes that may be required, including the determination of applicable fallbacks.

Liquidity and Capital Resources

The primary cash needs of the Company are for the payment of claims and operating expenses, maintaining adequate statutory capital and surplus levels, and meeting debt service requirements. Current and expected patterns of claim frequency and severity may change from period to period but generally are expected to continue within historical ranges. The Company’s primary sources of cash are written premiums, investment income and proceeds from the sale and maturity of its invested assets. The Company believes that, within each operating company, total invested assets will be sufficient to satisfy all policy liabilities and that cash inflows from investment earnings, future premium receipts and reinsurance collections will be adequate to fund the payment of claims and operating expenses as needed.

Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries. The principal cash needs of the Parent are for the payment of operating expenses, the acquisition of capital assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and approved by the Company’s board of directors from time to time. At June 30, 2022, the Parent had approximately $4.4 million of unrestricted cash and investments.

The Parent’s insurance subsidiaries reported statutory net income of $2.2 million for the six month period ended June 30, 2022, compared to statutory net income of $1.5 million for the six month period ended June 30, 2021. 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, 2022, American Southern had $52.5 million of statutory capital and surplus and Bankers Fidelity had $35.9 million of statutory capital and surplus. In 2022, dividend payments by the Parent’s insurance subsidiaries in excess of $5.6 million would require prior approval. Through June 30, 2022, the Parent received dividends of $3.0 million from its subsidiaries.

The Parent provides certain administrative and other services to each of its insurance subsidiaries. The amounts charged to and paid by the subsidiaries include reimbursements for various shared services and other expenses incurred directly on behalf of the subsidiaries by the Parent. In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries. As a result of the Parent’s tax loss, it is anticipated that the tax-sharing agreement will continue to provide the Parent with additional funds from profitable subsidiaries to assist in meeting its cash flow obligations.

The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures. The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%. At June 30, 2022, the effective interest rate was 5.56%. The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust’s obligations with respect to the trust preferred securities. Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on the related trust preferred securities. As of June 30, 2022, the Company has not made such an election.

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The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from existing or potential future financing arrangements.

At June 30, 2022, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding. All of the shares of Series D Preferred Stock are held by an affiliate of the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option of the board of directors of the Company) and are cumulative. In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock, subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s option. The Series D Preferred Stock is not currently convertible. At June 30, 2022, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.2 million.

Bankers Fidelity Life Insurance Company (''BFLIC") is a member of the Federal Home Loan Bank of Atlanta ("FHLB"), for the primary purpose of enhancing financial flexibility. As a member, BFLIC can obtain access to low-cost funding and also receive dividends on FHLB stock. The membership arrangement provides for credit availability of five percent of statutory admitted assets, or approximately $8.2 million, as of June 30, 2022. Additional FHLB stock purchases may be required based upon the amount of funds borrowed from the FHLB. As of June 30, 2022, BFLIC has pledged bonds having an amortized cost of $7.9 million to the FHLB. BFLIC may be required to post additional acceptable forms of collateral for any borrowings that it makes in the future from the FHLB. As of 2022, BFLIC does not have any outstanding borrowings from the FHLB.

On May 12, 2021, the Company entered into a Revolving Credit Agreement (the “Credit Agreement”) with Truist Bank as the lender (the “Lender”). The Credit Agreement provides for an unsecured $10 million revolving credit facility that matures on April 12, 2024. Under the Credit Agreement, the Company will pay interest on the unpaid principal balance of outstanding revolving loans at the LIBOR Rate (as defined in the Credit Agreement) plus 2.00%, subject to a LIBOR floor rate of 1.00%.

The Credit Agreement requires the Company to comply with certain covenants, including a debt to capital ratio that restricts the Company from incurring consolidated indebtedness that exceeds 35% of the Company’s consolidated capitalization at any time. The Credit Agreement also contains customary representations and warranties and events of default. Events of default include, among others, (a) the failure by the Company to pay any amounts owed under the Credit Agreement when due, (b) the failure to perform and not timely remedy certain covenants, (c) a change in control of the Company and (d) the occurrence of bankruptcy or insolvency events. Upon an event of default, the Lender may, among other things, declare all obligations under the Credit Agreement immediately due and payable and terminate the revolving commitments. As of June 30, 2022, the Company had outstanding borrowings of $1.0 million under the Credit Agreement.

Cash and cash equivalents decreased from $24.8 million at December 31, 2021 to $15.9 million at June 30, 2022. The decrease in cash and cash equivalents during the six month period ended June 30, 2022 was primarily attributable to net cash used in investing activities of $5.0 million primarily as a result of investment purchases exceeding investment sales and maturity of securities. Also contributing to the decrease in cash and cash equivalents was net cash used in operating activities of $4.4 million. Partially offsetting the decrease in cash and cash equivalents was net cash provided by financing activities primarily as a result of proceeds from bank financing of $1.0 million.

The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, borrowings under its credit facilities or additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by regulatory authorities, which, if implemented, would have a material adverse effect on the Company’s liquidity, capital resources or operations.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the intentional acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and may not be detected. An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On October 31, 2016, the Board of Directors of the Company approved a plan that allows for the repurchase of up to 750,000 shares of the Company’s common stock (the “Repurchase Plan”) on the open market or in privately negotiated transactions, as determined by an authorized officer of the Company. Any such repurchases can be made from time to time in accordance with applicable securities laws and other requirements.

Other than pursuant to the Repurchase Plan, no purchases of common stock of the Company were made by or on behalf of the Company during the periods described below.

The table below sets forth information regarding repurchases by the Company of shares of its common stock on a monthly basis during the three month period ended June 30, 2022.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
April 1 – April 30, 2022		—	$	—		—		325,129
May 1 – May 31, 2022		—		—		—		325,129
June 1 – June 30, 2022		—		—		—		325,129
Total		—	$	—		—

Item 6. Exhibits

10.1	Atlantic American Corporation 2022 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 the Registrant’s Current Report on Form 8-K filed May 31, 2022).

31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101. INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101. SCH	Inline XBRL Taxonomy Extension Schema Document.

101. CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ATLANTIC AMERICAN CORPORATION
	(Registrant)

Date: August 12, 2022	By:	/s/ *J. Ross Franklin*
		J. Ross Franklin
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	5/15/33
	12/4/32
	9/30/26
	4/12/24
	12/31/22
Filed on:	8/12/22	8-K
For Period end:	6/30/22
	5/31/22	11-K, 8-K, S-8
	5/24/22	8-K, DEF 14A
	4/30/22
	12/31/21	10-K, 11-K, 5
	6/30/21	10-Q
	5/12/21	8-K
	3/3/21
	10/31/16
	8/4/14
	5/1/12	3, DEF 14A
	5/15/03
	12/4/02
		List all Filings

Atlantic American Corp. – ‘10-Q’ for 6/30/22

On: Friday, 8/12/22, at 2:56pm ET · For: 6/30/22 · Accession #: 1140361-22-29402 · File #: 0-03722

Previous ‘10-Q’: ‘10-Q’ on 5/11/22 for 3/31/22 · Next: ‘10-Q’ on 11/8/22 for 9/30/22 · Latest: ‘10-Q’ on 11/13/23 for 9/30/23 · 1 Reference: To: Atlantic American Corp. – ‘8-K’ on 5/31/22 for 5/24/22

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Atlantic American Corp. – ‘10-Q’ for 6/30/22

On: Friday, 8/12/22, at 2:56pm ET · For: 6/30/22 · Accession #: 1140361-22-29402 · File #: 0-03722

Previous ‘10-Q’: ‘10-Q’ on 5/11/22 for 3/31/22 · Next: ‘10-Q’ on 11/8/22 for 9/30/22 · Latest: ‘10-Q’ on 11/13/23 for 9/30/23 · 1 Reference: To: Atlantic American Corp. – ‘8-K’ on 5/31/22 for 5/24/22

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