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ATLANTIC AMERICAN CORP - Quarter Report: 2017 June (Form 10-Q)


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

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

         For the quarterly period ended June 30, 2017
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-3722

ATLANTIC AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
 
Georgia
 
58-1027114
 (State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification No.)
 
4370 Peachtree Road, N.E.,
Atlanta, Georgia
 
30319
(Address of principal executive offices)
 
(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes     No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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

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

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

The total number of shares of the registrant's Common Stock, $1 par value, outstanding on August 4, 2017 was 20,464,423.
 


ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS
 
Part I.    Financial Information
Page No.
     
Item 1.
Financial Statements:
 
     
 
2
     
 
3
     
 
4
     
 
5
   
 
6
   
 
7
     
Item 2.
20
   
Item 4.
28
     
Part II.   Other Information
 
     
Item 2.
29
     
Item 6.
29
     
30
 
PART I.  FINANCIAL INFORMATION
Item 1. Financial Statements

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

ASSETS
   
Unaudited
       
   
June 30,
2017
   
December 31,
2016
 
Cash and cash equivalents
 
$
12,644
   
$
13,252
 
Investments:
               
Fixed maturities (cost: $205,923  and $210,505)
   
208,477
     
210,670
 
Common and non-redeemable preferred stocks (cost: $10,918 and $11,453)
   
19,473
     
20,257
 
Other invested assets (cost: $9,308 and $9,709)
   
9,308
     
9,709
 
Policy loans
   
2,130
     
2,265
 
Real estate
   
38
     
38
 
Investment in unconsolidated trusts
   
1,238
     
1,238
 
Total investments
   
240,664
     
244,177
 
Receivables:
               
Reinsurance
   
15,305
     
11,703
 
Insurance premiums and other (net of allowance for doubtful accounts: $238 and $280)
   
24,998
     
12,581
 
Deferred income taxes, net
   
-
     
160
 
Deferred acquisition costs
   
31,256
     
28,975
 
Other assets
   
5,330
     
5,208
 
Intangibles
   
2,544
     
2,544
 
Total assets
 
$
332,741
   
$
318,600
 

LIABILITIES AND SHAREHOLDERS' EQUITY
Insurance reserves and policyholder funds:
           
Future policy benefits
 
$
77,885
   
$
74,843
 
Unearned premiums
   
32,187
     
23,208
 
Losses and claims
   
65,055
     
62,562
 
Other policy liabilities
   
1,653
     
2,066
 
Total insurance reserves and policyholder funds
   
176,780
     
162,679
 
Accounts payable and accrued expenses
   
14,562
     
16,677
 
Deferred income taxes, net
   
125
     
-
 
Junior subordinated debenture obligations, net
   
33,738
     
33,738
 
Total liabilities
   
225,205
     
213,094
 
                 
Commitments and contingencies (Note 9)
               
Shareholders' equity:
               
Preferred stock, $1 par, 4,000,000 shares authorized; Series D preferred, 55,000 shares issued and outstanding; $5,500 redemption value
   
55
     
55
 
Common stock, $1 par, 50,000,000 shares authorized; shares issued: 22,400,894; shares outstanding: 20,401,760 and 20,446,705
   
22,401
     
22,401
 
Additional paid-in capital
   
57,123
     
57,114
 
Retained earnings
   
27,904
     
27,272
 
Accumulated other comprehensive income
   
7,221
     
5,830
 
Unearned stock grant compensation
   
(245
)
   
(428
)
Treasury stock, at cost: 1,999,134 and 1,954,189 shares
   
(6,923
)
   
(6,738
)
Total shareholders' equity
   
107,536
     
105,506
 
Total liabilities and shareholders' equity
 
$
332,741
   
$
318,600
 

The accompanying notes are an integral part of these consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; Dollars in thousands, except per share data)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
Revenue:
                       
Insurance premiums
 
$
40,120
   
$
39,122
   
$
80,902
   
$
77,580
 
Investment income
   
2,085
     
2,563
     
4,244
     
5,070
 
Realized investment gains, net
   
1,396
     
132
     
2,279
     
884
 
Other income
   
31
     
37
     
66
     
67
 
Total revenue
   
43,632
     
41,854
     
87,491
     
83,601
 
                                 
Benefits and expenses:
                               
Insurance benefits and losses incurred
   
27,032
     
26,922
     
57,029
     
51,747
 
Commissions and underwriting expenses
   
11,010
     
10,954
     
21,624
     
22,781
 
Interest expense
   
424
     
385
     
833
     
758
 
Other expense
   
2,981
     
3,236
     
6,167
     
6,582
 
Total benefits and expenses
   
41,447
     
41,497
     
85,653
     
81,868
 
Income before income taxes
   
2,185
     
357
     
1,838
     
1,733
 
Income tax expense
   
725
     
116
     
599
     
594
 
Net income
   
1,460
     
241
     
1,239
     
1,139
 
Preferred stock dividends
   
(100
)
   
(100
)
   
(199
)
   
(199
)
Net income applicable to common shareholders
 
$
1,360
   
$
141
   
$
1,040
   
$
940
 
                                 
Earnings per common share (basic and diluted)
 
$
.07
   
$
.01
   
$
.05
   
$
.05
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; Dollars in thousands)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
Net income
 
$
1,460
   
$
241
   
$
1,239
   
$
1,139
 
Other comprehensive income:
                               
Available-for-sale securities:
                               
Gross unrealized holding gain arising in the period
   
176
     
6,456
     
4,419
     
8,712
 
Related income tax effect
   
(62
)
   
(2,259
)
   
(1,547
)
   
(3,049
)
Less: reclassification adjustment for net realized gains included in net income (1)
   
(1,396
)
   
(132
)
   
(2,279
)
   
(884
)
Related income tax effect (2)
   
489
     
46
     
798
     
309
 
Total other comprehensive income, net of tax
   
(793
)
   
4,111
     
1,391
     
5,088
 
Total comprehensive income
 
$
667
   
$
4,352
   
$
2,630
   
$
6,227
 

(1)
Realized gains on available-for-sale securities recognized in realized investment gains, net on the accompanying condensed consolidated statements of operations.
(2)
Income tax effect on reclassification adjustment for net realized gains included in income tax expense on the accompanying condensed consolidated statements of operations.

The accompanying notes are an integral part of these consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited; Dollars in thousands)
 
 
 
Six Months Ended June 30, 2017
 
Preferred
Stock
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income
   
Unearned
Stock Grant
Compensation
   
Treasury
Stock
   
Total
 
Balance, December 31, 2016
 
$
55
   
$
22,401
   
$
57,114
   
$
27,272
   
$
5,830
   
$
(428
)
 
$
(6,738
)
 
$
105,506
 
Net income
   
-
     
-
     
-
     
1,239
     
-
     
-
     
-
     
1,239
 
Other comprehensive income, net of tax
   
-
     
-
     
-
     
-
     
1,391
     
-
     
-
     
1,391
 
Dividends on common stock
   
-
     
-
     
-
     
(408
)
   
-
     
-
     
-
     
(408
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(199
)
   
-
     
-
     
-
     
(199
)
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
183
     
-
     
183
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(191
)
   
(191
)
Issuance of shares under stock plans
   
-
     
-
     
9
     
-
     
-
     
-
     
6
     
15
 
Balance, June 30, 2017
 
$
55
   
$
22,401
   
$
57,123
   
$
27,904
   
$
7,221
   
$
(245
)
 
$
(6,923
)
 
$
107,536
 
                                                                 
Six Months Ended June 30, 2016
                                                               
Balance, December 31, 2015
 
$
55
   
$
22,401
   
$
56,623
   
$
25,443
   
$
4,584
   
$
(273
)
 
$
(6,341
)
 
$
102,492
 
Net income
   
-
     
-
     
-
     
1,139
     
-
     
-
     
-
     
1,139
 
Other comprehensive income, net of tax
   
-
     
-
     
-
     
-
     
5,088
     
-
     
-
     
5,088
 
Dividends on common stock
   
-
     
-
     
-
     
(408
)
   
-
     
-
     
-
     
(408
)
Dividends accrued on preferred stock
   
-
     
-
     
-
     
(199
)
   
-
     
-
     
-
     
(199
)
Restricted stock grants
   
-
     
-
     
398
     
-
     
-
     
(639
)
   
241
     
-
 
Amortization of unearned compensation
   
-
     
-
     
-
     
-
     
-
     
366
     
-
     
366
 
Purchase of shares for treasury
   
-
     
-
     
-
     
-
     
-
     
-
     
(458
)
   
(458
)
Issuance of shares under stock plans
   
-
     
-
     
18
     
-
     
-
     
-
     
11
     
29
 
Balance, June 30, 2016
 
$
55
   
$
22,401
   
$
57,039
   
$
25,975
   
$
9,672
   
$
(546
)
 
$
(6,547
)
 
$
108,049
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)
 
   
Six Months Ended
June 30,
 
   
2017
   
2016
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
 
$
1,239
   
$
1,139
 
Adjustments to reconcile net income to net cash used in operating activities:
               
Amortization of deferred acquisition costs
   
6,076
     
4,744
 
Acquisition costs deferred
   
(8,357
)
   
(5,077
)
Realized investment gains, net
   
(2,279
)
   
(884
)
Compensation expense related to share awards
   
183
     
366
 
Depreciation and amortization
   
793
     
577
 
Deferred income tax (benefit) expense
   
(464
)
   
4
 
Increase in receivables, net
   
(14,648
)
   
(6,892
)
Increase in insurance reserves
   
14,101
     
-
 
Decrease in other liabilities
   
(2,314
)
   
(2,009
)
Other, net
   
(90
)
   
19
 
Net cash used in operating activities
   
(5,760
)
   
(8,013
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from investments sold
   
37,271
     
24,313
 
Proceeds from investments matured, called or redeemed
   
8,034
     
7,678
 
Investments purchased
   
(39,487
)
   
(24,522
)
Additions to property and equipment
   
(82
)
   
(273
)
Net cash provided by investing activities
   
5,736
     
7,196
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Payment of dividends on common stock
   
(408
)
   
(408
)
Proceeds from shares issued under stock plans
   
15
     
29
 
Purchase of shares for treasury
   
(191
)
   
(458
)
Net cash used in financing activities
   
(584
)
   
(837
)
                 
Net decrease in cash and cash equivalents
   
(608
)
   
(1,654
)
Cash and cash equivalents at beginning of period
   
13,252
     
15,622
 
Cash and cash equivalents at end of period
 
$
12,644
   
$
13,968
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for interest
 
$
827
   
$
751
 
Cash paid for income taxes
 
$
100
   
$
300
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 ATLANTIC AMERICAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited; Dollars in thousands, except per share amounts)

Note 1.
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements include the accounts of Atlantic American Corporation (the "Parent") and its subsidiaries (collectively with the Parent, the "Company").  The Parent's primary operating subsidiaries, American Southern Insurance Company and American Safety Insurance Company (together known as "American Southern") and Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company (together known as "Bankers Fidelity") operate in two principal business units.  American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market.  All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.  The unaudited condensed consolidated financial statements included herein and these related notes should be read in conjunction with the Company's consolidated financial statements, and the notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.  The Company's financial condition and results of operations and cash flows as of and for the three month and six month periods ended June 30, 2017 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, 2017 or for any other future period.

The Company's significant accounting policies have not changed materially from those set out in the Company's 2016 Annual Report.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ materially from those estimates.
 
Note 2. 
Recently Issued Accounting Standards

Adoption of New Accounting Standards

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). This guidance applies to all entities that issue share-based payment awards to their employees and is designed to simplify several areas of the accounting for share-based payment transactions, including income tax consequences, forfeitures, classification of awards as either equity or liabilities and related classification on the statement of cash flows.  The guidance requires the excess tax benefit or deficiency on vesting or settlement of awards to be recognized in earnings as an income tax benefit or expense, respectively.  The Company adopted ASU 2016-09 as of January 1, 2017.  Adoption of ASU 2016-09 did not have a material impact on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"). This guidance eliminates the requirement to retroactively adopt the equity method of accounting when an investment qualifies for the use of the equity method as a result of an increase in the level of ownership or degree of influence.  Under ASU 2016-07, the equity method investor is required to add the cost of acquiring the additional interest in the investee to the current basis of the previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting.  The Company adopted ASU 2016-07 as of January 1, 2017.  Adoption of ASU 2016-07 did not have an impact on the Company's consolidated financial statements.

Future Adoption of New Accounting Standards

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities ("ASU 2017-08"). This guidance shortens the amortization period for certain callable debt securities held at a premium to the earliest call date.  Under current GAAP, premiums and discounts on callable securities generally are amortized to the maturity date.  ASU 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018, although earlier adoption is permitted.  The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
 
Note 3. 
 Investments

The following tables set forth the carrying value, gross unrealized gains, gross unrealized losses and cost or amortized cost of the Company's investments, aggregated by type and industry, as of June 30, 2017 and December 31, 2016.
 
Investments were comprised of the following:
 
   
June 30, 2017
 
   
Carrying
 Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
 Cost
 
Fixed maturities:
                       
Bonds:
                       
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
31,131
   
$
239
   
$
383
   
$
31,275
 
Obligations of states and political subdivisions
   
17,907
     
708
     
47
     
17,246
 
Corporate securities:
                               
Utilities and telecom
   
20,235
     
1,643
     
34
     
18,626
 
Financial services
   
51,935
     
2,315
     
488
     
50,108
 
Other business – diversified
   
42,738
     
1,007
     
1,840
     
43,571
 
Other consumer – diversified
   
44,339
     
561
     
1,127
     
44,905
 
Total corporate securities
   
159,247
     
5,526
     
3,489
     
157,210
 
Redeemable preferred stocks:
                               
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
192
     
-
     
-
     
192
 
Total fixed maturities
   
208,477
     
6,473
     
3,919
     
205,923
 
Equity securities:                                
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
   
1,340
     
376
     
-
     
964
 
Financial services
   
5,606
     
823
     
-
     
4,783
 
Other business – diversified
   
254
     
207
     
-
     
47
 
Other consumer – diversified
   
12,273
     
7,149
     
-
     
5,124
 
Total equity securities
   
19,473
     
8,555
     
-
     
10,918
 
Other invested assets
   
9,308
     
-
     
-
     
9,308
 
Policy loans
   
2,130
     
-
     
-
     
2,130
 
Real estate
   
38
     
-
     
-
     
38
 
Investments in unconsolidated trusts
   
1,238
     
-
     
-
     
1,238
 
Total investments
 
$
240,664
   
$
15,028
   
$
3,919
   
$
229,555
 
 
   
December 31, 2016
 
   
Carrying
Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Cost or
Amortized
Cost
 
Fixed maturities:
                       
Bonds:
                       
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
31,102
   
$
197
   
$
553
   
$
31,458
 
Obligations of states and political subdivisions
   
17,572
     
625
     
308
     
17,255
 
Corporate securities:
                               
Utilities and telecom
   
18,034
     
1,462
     
88
     
16,660
 
Financial services
   
57,282
     
1,880
     
911
     
56,313
 
Other business – diversified
   
57,419
     
1,071
     
2,337
     
58,685
 
Other consumer – diversified
   
29,069
     
471
     
1,344
     
29,942
 
Total corporate securities
   
161,804
     
4,884
     
4,680
     
161,600
 
Redeemable preferred stocks:
                               
Other consumer – diversified
   
192
     
-
     
-
     
192
 
Total redeemable preferred stocks
   
192
     
-
     
-
     
192
 
Total fixed maturities
   
210,670
     
5,706
     
5,541
     
210,505
 
Equity securities:                                
Common and non-redeemable preferred stocks:
                               
Utilities and telecom
   
1,601
     
637
     
-
     
964
 
Financial services
   
5,402
     
574
     
-
     
4,828
 
Other business – diversified
   
244
     
197
     
-
     
47
 
Other consumer – diversified
   
13,010
     
7,396
     
-
     
5,614
 
Total equity securities
   
20,257
     
8,804
     
-
     
11,453
 
Other invested assets
   
9,709
     
-
     
-
     
9,709
 
Policy loans
   
2,265
     
-
     
-
     
2,265
 
Real estate
   
38
     
-
     
-
     
38
 
Investments in unconsolidated trusts
   
1,238
     
-
     
-
     
1,238
 
Total investments
 
$
244,177
   
$
14,510
   
$
5,541
   
$
235,208
 

Bonds having an amortized cost of $11,225 and $11,435 and included in the tables above were on deposit with insurance regulatory authorities at June 30, 2017 and December 31, 2016, respectively, in accordance with statutory requirements.

The carrying value and amortized cost of the Company's investments in fixed maturities at June 30, 2017 and December 31, 2016 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, 2017
   
December 31, 2016
 
   
Carrying
Value
   
Amortized
Cost
   
Carrying
Value
   
Amortized
Cost
 
Due in one year or less
 
$
1,425
   
$
1,417
   
$
2,544
   
$
2,507
 
Due after one year through five years
   
17,305
     
17,520
     
20,278
     
20,038
 
Due after five years through ten years
   
93,076
     
91,886
     
90,667
     
90,926
 
Due after ten years
   
77,645
     
75,941
     
80,099
     
79,627
 
Varying maturities
   
19,026
     
19,159
     
17,082
     
17,407
 
Totals
 
$
208,477
   
$
205,923
   
$
210,670
   
$
210,505
 
 
The following table sets forth the carrying value, cost or amortized cost, and net unrealized gains (losses) of the Company's investments aggregated by industry as of June 30, 2017 and December 31, 2016.

   
June 30, 2017
   
December 31, 2016
 
   
Carrying
Value
   
Cost or
Amortized
Cost
   
Unrealized
Gains
(Losses)
   
Carrying
Value
   
Cost or
Amortized
Cost
   
Unrealized
Gains
(Losses)
 
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
 
$
31,131
   
$
31,275
   
$
(144
)
 
$
31,102
   
$
31,458
   
$
(356
)
Obligations of states and political subdivisions
   
17,907
     
17,246
     
661
     
17,572
     
17,255
     
317
 
Utilities and telecom
   
21,575
     
19,590
     
1,985
     
19,635
     
17,624
     
2,011
 
Financial services
   
57,541
     
54,891
     
2,650
     
62,684
     
61,141
     
1,543
 
Other business – diversified
   
42,992
     
43,618
     
(626
)
   
57,663
     
58,732
     
(1,069
)
Other consumer – diversified
   
56,804
     
50,221
     
6,583
     
42,271
     
35,748
     
6,523
 
Other investments
   
12,714
     
12,714
     
-
     
13,250
     
13,250
     
-
 
Investments
 
$
240,664
   
$
229,555
   
$
11,109
   
$
244,177
   
$
235,208
   
$
8,969
 

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, 2017 and December 31, 2016.

   
June 30, 2017
 
   
Less than 12 months
   
12 months or longer
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
U.S. Treasury securities and obligations of U.S. Government agencies and      authorities
 
$
22,003
   
$
383
   
$
-
   
$
-
   
$
22,003
   
$
383
 
Obligations of states and political subdivisions
   
4,980
     
47
     
-
     
-
     
4,980
     
47
 
Corporate securities
   
39,973
     
1,324
     
16,954
     
2,165
     
56,927
     
3,489
 
Total temporarily impaired securities
 
$
66,956
   
$
1,754
   
$
16,954
   
$
2,165
   
$
83,910
   
$
3,919
 

   
December 31, 2016
 
   
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
 
$
23,494
   
$
553
   
$
-
   
$
-
   
$
23,494
   
$
553
 
Obligations of states and political subdivisions
   
8,747
     
308
     
-
     
-
     
8,747
     
308
 
Corporate securities
   
59,404
     
2,124
     
20,587
     
2,556
     
79,991
     
4,680
 
Total temporarily impaired securities
 
$
91,645
   
$
2,985
   
$
20,587
   
$
2,556
   
$
112,232
   
$
5,541
 
 
The evaluation for an other than temporary impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer's financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management's intent and ability to hold the securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer's continued satisfaction of its obligations in accordance with their contractual terms, and management's expectation as to the issuer's ability and intent to continue to do so, as well as ratings actions that may affect the issuer's credit status.

As of June 30, 2017, there were sixty-one securities in an unrealized loss position which primarily included certain of the Company's investments in fixed maturities within the other diversified business, other diversified consumer and financial services sectors. Securities in an unrealized loss position reported in the other diversified business sector included gross unrealized losses of $1,292 related to investments in fixed maturities of six different issuers, all related to the oil and gas industry. The oil and gas companies represent a diversified group of businesses which include, among others, refiners, pipeline owners and operators, deep water offshore rig owners and operators, all of which we believe are in continuing stages of rationalizing their current operations, investments, future capital expenditures and carefully managing and modifying their capital and liquidity positions.  Based on publicly available information, the companies are continuing to assess and revise short-term, intermediate and long-term business plans in response to the current trends in oil and gas markets.  While these companies have generally experienced credit downgrades or may be currently under credit rating review, the Company believes that many of the downgrades are in response to external market forces and not necessarily specific credit events of any obligor which would currently indicate that an other than temporary impairment need be recorded.  All of the investees have continued to make regular interest payments on their debt when and as due and the Company continues to perform in-depth analyses of the publicly available financial disclosures of each of the investees on a regular basis.  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, 2017.

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

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

Level 2
Observable inputs, other than quoted prices included in Level 1, for an asset or liability or prices for similar assets or liabilities. The Company's financial instruments valued using Level 2 criteria include significantly all of its fixed maturities, which consist of U.S. Treasury securities and U.S. Government securities, obligations of states and political subdivisions, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In determining fair value measurements of its fixed maturities and non-redeemable preferred stocks using Level 2 criteria, the Company utilizes data from outside sources, including nationally recognized pricing services and broker/dealers.  Prices for the majority of the Company's Level 2 fixed maturities and non-redeemable preferred stocks were determined using unadjusted prices received from pricing services that utilize a matrix pricing concept, which is a mathematical technique used widely in the industry to value debt securities based on various relationships to other benchmark quoted prices.

Level 3
Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk).  Fair value is based on criteria that use assumptions or other data that are not readily observable from objective sources. The Company's financial instruments valued using Level 3 criteria consist of a limited number of fixed maturities. As of June 30, 2017 and December 31, 2016, the value of the Company's fixed maturities valued using Level 3 criteria was $1,332 and $1,264, respectively. The use of different criteria or assumptions regarding data may have yielded materially different valuations.
 
As of June 30, 2017, financial instruments carried at fair value were measured on a recurring basis as summarized below:

   
Quoted Prices
 in Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
 Observable
Inputs
(Level 2)
   
Significant
 Unobservable
Inputs
(Level 3)
   
Total
 
Assets:
                       
Fixed maturities
 
$
-
   
$
207,145
   
$
1,332
(1) 
 
$
208,477
 
Equity securities
   
14,098
     
5,375
(1)
 
-
     
19,473
 
Cash equivalents
   
12,644
     
-
     
-
     
12,644
 
Total
 
$
26,742
   
$
212,520
   
$
1,332
   
$
240,594
 

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

As of December 31, 2016, 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
 
$
-
   
$
209,406
   
$
1,264
(1) 
 
$
210,670
 
Equity securities
   
15,153
     
5,104
(1) 
   
-
     
20,257
 
Cash equivalents
   
9,811
     
-
     
-
     
9,811
 
Total
 
$
24,964
   
$
214,510
   
$
1,264
   
$
240,738
 

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

The following tables provide a roll-forward of the Company's financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three month and six month periods ended June 30, 2017 and 2016.

   
Fixed
Maturities
 
Balance, December 31, 2016
 
$
1,264
 
Total unrealized gains included in other comprehensive income
   
38
 
Balance, March 31, 2017
   
1,302
 
Total unrealized gains included in other comprehensive income
   
30
 
Balance, June 30, 2017
 
$
1,332
 

   
Fixed
Maturities
 
Balance, December 31, 2015
 
$
2,237
 
Total unrealized gains included in other comprehensive income
   
63
 
Balance, March 31, 2016
   
2,300
 
Total unrealized gains included in other comprehensive income
   
68
 
Balance, June 30, 2016
 
$
2,368
 
 
The Company's fixed maturities valued using Level 3 inputs consist solely of issuances of pooled debt obligations of multiple, smaller financial services companies. They are not actively traded and valuation techniques used to measure fair value are based on future estimated cash flows (based on current cash flows) discounted at reasonable estimated rates of interest.  There are no assumed prepayments and/or default probability assumptions as a majority of these instruments contain certain U.S. government agency strips to support repayment of the principal.  Other qualitative and quantitative information received from the original underwriter of the pooled offerings is also considered, as applicable.

The following table is a summary of realized investment gains (losses) for the three month and six month periods ended June 30, 2017 and 2016.

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
Gross gains
 
$
1,409
   
$
132
   
$
2,340
   
$
954
 
Gross losses
   
(13
)
   
-
     
(61
)
   
(70
)
Realized investment gains, net
 
$
1,396
   
$
132
   
$
2,279
   
$
884
 
 
Note 4. 
Fair Values of Financial Instruments
 
The estimated fair values have been determined by the Company using available market information from various market sources and appropriate valuation methodologies as of the respective dates.  However, considerable judgment is necessary to interpret market data and to develop the estimates of fair value.  Although management is not aware of any factors that would significantly affect the estimated fair value amounts, the estimates presented herein are not necessarily indicative of the amounts which the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following table sets forth the carrying amount, estimated fair value and level within the fair value hierarchy of the Company's financial instruments as of June 30, 2017 and December 31, 2016.

         
June 30, 2017
   
December 31, 2016
 
   
Level in Fair
Value Hierarchy (1)
   
Carrying
Amount
   
Estimated
Fair Value
   
Carrying
 Amount
   
Estimated
Fair Value
 
Assets:
                             
Cash and cash equivalents
 
Level 1
   
$
12,644
   
$
12,644
   
$
13,252
   
$
13,252
 
Fixed maturities
   
(1)
   
208,477
     
208,477
     
210,670
     
210,670
 
Equity securities
   
(1)
   
19,473
     
19,473
     
20,257
     
20,257
 
Other invested assets
 
Level 3
     
9,308
     
9,308
     
9,709
     
9,709
 
Policy loans
 
Level 2
     
2,130
     
2,130
     
2,265
     
2,265
 
Real estate
 
Level 2
     
38
     
38
     
38
     
38
 
Investment in unconsolidated trusts
 
Level 2
     
1,238
     
1,238
     
1,238
     
1,238
 
                                         
Liabilities:
                                       
Junior subordinated debentures, net
 
Level 2
     
33,738
     
33,738
     
33,738
     
33,738
 

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

There have not been any transfers between Level 1, Level 2 and Level 3 during the periods presented in these condensed consolidated financial statements.
 
Note 5. 
Liabilities for Unpaid Losses, Claims and Loss Adjustment Expenses

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

Property and Casualty Insurance Products
 
Six Months Ended
June 30,
 
   
2017
   
2016
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
49,556
   
$
51,200
 
Less: Reinsurance recoverable on unpaid losses
   
(9,806
)
   
(11,639
)
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
39,750
     
39,561
 
                 
Incurred related to:
               
Current accident year
   
17,306
     
17,721
 
Prior accident year development (1)
   
(1,090
)
   
(990
)
Total incurred
   
16,216
     
16,731
 
                 
Paid related to:
               
Current accident year
   
5,631
     
5,347
 
Prior accident years
   
10,065
     
13,518
 
Total paid
   
15,696
     
18,865
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
40,270
     
37,427
 
Plus: Reinsurance recoverable on unpaid losses
   
10,027
     
8,515
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
50,297
   
$
45,942
 

(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.  However, as a result, the Company generally experiences reserve redundancies when analyzing the development of prior year losses in a current period.

Medicare Supplement Insurance Products
 
Six Months Ended
June 30,
 
   
2017
   
2016
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
11,263
   
$
10,547
 
Less: Reinsurance recoverable on unpaid losses
   
(990
)
   
-
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
10,273
     
10,547
 
                 
Incurred related to:
               
Current accident year
   
33,674
     
30,336
 
Prior accident year development
   
587
     
(637
)
Total incurred
   
34,261
     
29,699
 
                 
Paid related to:
               
Current accident year
   
24,301
     
21,370
 
Prior accident years
   
9,706
     
8,918
 
Total paid
   
34,007
     
30,288
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
10,527
     
9,958
 
Plus: Reinsurance recoverable on unpaid losses
   
2,746
     
-
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
13,273
   
$
9,958
 
 
Other Life and Health Insurance Products
 
Six Months Ended
June 30,
 
   
2017
   
2016
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
1,743
   
$
2,123
 
Less: Reinsurance recoverable on unpaid losses
   
-
     
-
 
Beginning liabilities for unpaid losses, claims and loss adjustment expenses, net
   
1,743
     
2,123
 
                 
Incurred related to:
               
Current accident year
   
3,995
     
3,904
 
Prior accident year development
   
(44
)
   
(206
)
Total incurred
   
3,951
     
3,698
 
                 
Paid related to:
               
Current accident year
   
2,685
     
2,602
 
Prior accident years
   
1,524
     
1,450
 
Total paid
   
4,209
     
4,052
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, net
   
1,485
     
1,769
 
Plus: Reinsurance recoverable on unpaid losses
   
-
     
-
 
Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross
 
$
1,485
   
$
1,769
 

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

   
Six Months Ended
June 30,
 
   
2017
   
2016
 
Total incurred losses
 
$
54,428
   
$
50,128
 
Cash surrender value and matured endowments
   
817
     
694
 
Benefit reserve changes
   
1,784
     
925
 
Total insurance benefits and losses incurred
 
$
57,029
   
$
51,747
 
 
Note 6. 
Junior Subordinated Debentures
 
The Company has two unconsolidated Connecticut statutory business trusts, which exist for the exclusive purposes of: (i) issuing trust preferred securities ("Trust Preferred Securities") representing undivided beneficial interests in the assets of the trusts; (ii) investing the gross proceeds of the Trust Preferred Securities in junior subordinated deferrable interest debentures ("Junior Subordinated Debentures") of Atlantic American; and (iii) engaging in those activities necessary or incidental thereto.

The financial structure of each of Atlantic American Statutory Trust I and II as of June 30, 2017 was as follows:

 
Atlantic American
Statutory Trust I
 
Atlantic American
Statutory Trust II
 
JUNIOR SUBORDINATED DEBENTURES (1) (2)
       
Principal amount owed
 
$
18,042
   
$
23,196
 
Balance June 30, 2017
 
$
18,042
   
$
23,196
 
Less: Treasury debt (3)
   
-
     
(7,500
)
Net balance June 30, 2017
 
$
18,042
   
$
15,696
 
Net balance December 31, 2016
 
$
18,042
   
$
15,696
 
Coupon rate
LIBOR + 4.00%
 
LIBOR + 4.10%
 
Interest payable
Quarterly
 
Quarterly
 
Maturity date
December 4, 2032
 
May 15, 2033
 
Redeemable by issuer
Yes
 
Yes
 
TRUST PREFERRED SECURITIES
               
Issuance date
December 4, 2002
 
May 15, 2003
 
Securities issued
   
17,500
     
22,500
 
Liquidation preference per security
 
$
1
   
$
1
 
Liquidation value
 
$
17,500
   
$
22,500
 
Coupon rate
LIBOR + 4.00%
 
LIBOR + 4.10%
 
Distribution payable
Quarterly
 
Quarterly
 
Distribution guaranteed by (4)
Atlantic American Corporation
 
Atlantic American Corporation
 

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

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

(3)
On August 4, 2014, the Company acquired $7,500 of the Junior Subordinated Debentures.

(4)
The Parent has guaranteed, on a subordinated basis, all of the obligations under the Trust Preferred Securities, including payment of the redemption price and any accumulated and unpaid distributions to the extent of available funds and upon dissolution, winding up or liquidation.
 
Note 7. 
Earnings Per Common Share
 
A reconciliation of the numerator and denominator used in the earnings per common share calculations is as follows:
 
   
Three Months Ended
June 30, 2017
 
   
Income
   
Shares
(In thousands)
   
Per Share
Amount
 
Basic and Diluted Earnings Per Common Share:
                 
Net income
 
$
1,460
     
20,412
       
Less preferred stock dividends
   
(100
)
   
-
       
Net income applicable to common shareholders
 
$
1,360
     
20,412
   
$
.07
 
 
     Three Months Ended
June 30, 2016
 
   
Income
   
Shares
(In thousands)
   
Per Share
Amount
 
Basic and Diluted Earnings Per Common Share:
                 
Net income
 
$
241
     
20,454
       
Less preferred stock dividends
   
(100
)
   
-
       
Net income applicable to common shareholders
 
$
141
     
20,454
   
$
.01
 
 
     Six Months Ended
June 30, 2017
 
   
Income
 
 
Shares
(In thousands) 
   
Per Share
Amount
 
Basic and Diluted Earnings Per Common Share:
               
Net income
 
$
1,239
     
20,422
       
Less preferred stock dividends
   
(199
)
   
-
       
Net income applicable to common shareholders
 
$
1,040
     
20,422
    $ .05  
 
   
Six Months Ended
June 30, 2016
 
   
Income
   
Shares
(In thousands)
   
Per Share
Amount
 
Basic and Diluted Earnings Per Common Share:
                 
Net income
 
$
1,139
     
20,430
       
Less preferred stock dividends
   
(199
)
   
-
       
Net income applicable to common shareholders
 
$
940
     
20,430
   
$
.05
 

The assumed conversion of the Company's Series D preferred stock was excluded from the earnings per common share calculation for all periods presented since its impact would have been antidilutive.
 
Note 8. 
Income Taxes

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

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,   
 
   
2017
   
2016
   
2017
   
2016
 
Federal income tax provision at statutory rate of 35%
 
$
764
   
$
125
   
$
643
   
$
607
 
Dividends-received deduction
   
(24
)
   
(24
)
   
(48
)
   
(46
)
Small life insurance company deduction
   
(30
)
   
-
     
(30
)
   
-
 
Other permanent differences
   
15
     
15
     
34
     
33
 
Income tax expense
 
$
725
   
$
116
   
$
599
   
$
594
 

The components of income tax expense were:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
Current - Federal
 
$
1,063
   
$
590
   
$
1,063
   
$
590
 
Deferred - Federal
   
(338
)
   
(474
)
   
(464
)
   
4
 
Total
 
$
725
   
$
116
   
$
599
   
$
594
 

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2017 resulted from the dividends-received deduction ("DRD") and the small life insurance company deduction ("SLD").  The current estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from investments as well as the amount of the Company's taxable income.  The SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income ("LICTI").  The SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3,000 and is ultimately phased out at $15,000.

The primary difference between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2016 resulted from the DRD.
 
Note 9. 
Commitments and Contingencies

From time to time, the Company is, and expects to continue to be, involved in various claims and lawsuits incidental to and in the ordinary course of its businesses.  In the opinion of management, any such known claims are not expected to have a material effect on the financial condition or results of operations of the Company.
 
Note 10.
Segment Information

The Parent's primary insurance subsidiaries, American Southern and Bankers Fidelity, operate in two principal business units, each focusing on specific products.  American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market.  Each business unit is managed independently and is evaluated on its individual performance.  The following sets forth the revenue and income before income taxes for each business unit for the three month and six month periods ended June 30, 2017 and 2016.

Revenues
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
American Southern
 
$
14,054
   
$
14,820
   
$
28,355
   
$
29,631
 
Bankers Fidelity
   
28,559
     
26,883
     
58,096
     
53,722
 
Corporate and Other
   
1,019
     
151
     
1,040
     
248
 
Total revenue
 
$
43,632
   
$
41,854
   
$
87,491
   
$
83,601
 

Income Before Income Taxes
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
American Southern
 
$
1,931
   
$
1,885
   
$
4,081
   
$
4,116
 
Bankers Fidelity
   
623
     
(51
)
   
(212
)
   
947
 
Corporate and Other
   
(369
)
   
(1,477
)
   
(2,031
)
   
(3,330
)
Income before income taxes
 
$
2,185
   
$
357
   
$
1,838
   
$
1,733
 
 
Note11. 
Accumulated Other Comprehensive Income

The following table sets forth the balance of the only component of accumulated other comprehensive income as of June 30, 2017 and December 31, 2016, and the changes in the balance of that component during the six month period ended June 30, 2017, net of taxes.

   
Unrealized Gains
on Available-for-
Sale Securities
 
Balance, December 31, 2016
 
$
5,830
 
Other comprehensive income before reclassifications
   
2,872
 
Amounts reclassified from accumulated other comprehensive income
   
(1,481
)
Net current period other comprehensive income
   
1,391
 
Balance, June 30, 2017
 
$
7,221
 
 
Note 12. 
Related Party Transactions

For the six month period ended June 30, 2017, Gray Television, Inc., a related party, paid the Company approximately $296 in premiums related to a group accident plan.
 
Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of the financial condition and results of operations of Atlantic American Corporation ("Atlantic American" or the "Parent") and its subsidiaries (collectively with the Parent, the "Company") as of and for the three month and six month periods ended June 30, 2017. 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, 2016.

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

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect reported amounts and related disclosures.   Actual results could differ significantly from those estimates.  The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of variability. The Company's critical accounting policies and the resultant estimates considered most significant by management are disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. During the six month period ended June 30, 2017, there were no changes to the critical accounting policies or related estimates from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

Overall Corporate Results

The following presents the Company's revenue, expenses and net income for the three month and six month periods ended June 30, 2017 and the comparable periods in 2016:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
(In thousands)
 
Insurance premiums
 
$
40,120
   
$
39,122
   
$
80,902
   
$
77,580
 
Investment income
   
2,085
     
2,563
     
4,244
     
5,070
 
Realized investment gains, net
   
1,396
     
132
     
2,279
     
884
 
Other income
   
31
     
37
     
66
     
67
 
Total revenue
   
43,632
     
41,854
     
87,491
     
83,601
 
Insurance benefits and losses incurred
   
27,032
     
26,922
     
57,029
     
51,747
 
Commissions and underwriting expenses
   
11,010
     
10,954
     
21,624
     
22,781
 
Other expense
   
2,981
     
3,236
     
6,167
     
6,582
 
Interest expense
   
424
     
385
     
833
     
758
 
Total benefits and expenses
   
41,447
     
41,497
     
85,653
     
81,868
 
Income before income taxes
 
$
2,185
   
$
357
   
$
1,838
   
$
1,733
 
Net income
 
$
1,460
   
$
241
   
$
1,239
   
$
1,139
 
 
Management also considers and evaluates performance by analyzing the non-GAAP measure operating income (loss), and believes it is a useful metric for investors, potential investors, securities analysts and others because it isolates the "core" operating results of the Company before considering certain items that are either beyond the control of management (such as taxes, which are subject to timing, regulatory and rate changes depending on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company's operational results (such as any realized investment gains, which are not a part of the Company's primary operations and are, to a limited extent, subject to discretion in terms of timing of realization).

A reconciliation of net income to operating income (loss) for the three month and six month periods ended June 30, 2017 and the comparable periods in 2016 is as follows:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
Reconciliation of  Non-GAAP Financial Measure
 
2017
   
2016
   
2017
   
2016
 
   
(In thousands)
 
Net income
 
$
1,460
   
$
241
   
$
1,239
   
$
1,139
 
Income tax expense
   
725
     
116
     
599
     
594
 
Realized investment gains, net
   
(1,396
)
   
(132
)
   
(2,279
)
   
(884
)
Operating income (loss)
 
$
789
   
$
225
   
$
(441
)
 
$
849
 

On a consolidated basis, the Company had net income of $1.5 million, or $0.07 per diluted share, for the three month period ended June 30, 2017, compared to net income of $0.2 million, or $0.01 per diluted share, for the three month period ended June 30, 2016.  The Company had net income of $1.2 million, or $0.05 per diluted share, for the six month period ended June 30, 2017, compared to net income of $1.1 million, or $0.05 per diluted share, for the six month period ended June 30, 2016.  Premium revenue for the three month period ended June 30, 2017 increased $1.0 million, or 2.6%, to $40.1 million from $39.1 million in the three month period ended June 30, 2016.  For the six month period ended June 30, 2017, premium revenue increased $3.3 million, or 4.3%, to $80.9 million from $77.6 million in the comparable 2016 period.  The increase in premium revenue for the three month and six month periods ended June 30, 2017 was primarily attributable to an increase in Medicare supplement business in the life and health operations.  The increase in net income for the three month and six month periods ended June 30, 2017 was due primarily to an increase in realized investment gains.  Operating income increased $0.6 million in the three month period ended June 30, 2017, and decreased $1.3 million during the six month period ended June 30, 2017, from the comparable periods in 2016.  The increase in operating income for the three month period ended June 30, 2017 was primarily due to more favorable loss experience in both the property and casualty and life and health operations.  Partially offsetting the increase in operating income for the three month period ended June 30, 2017 was a decrease in investment income attributable to a decrease in the average yield on the Company's investments in fixed maturities and a loss from the equity in earnings from investments in real estate partnerships.  The decrease in operating income for the six month period ended June 30, 2017 was primarily attributable to adverse loss experience in the life and health operations during the first quarter of 2017.  Also contributing to the decrease in operating income for the six month period ended June 30, 2017 was the decrease in investment income discussed previously.

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

The following summarizes American Southern's premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2017 and the comparable periods in 2016:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
(Dollars in thousands)
 
Gross written premiums
 
$
29,688
   
$
28,525
   
$
36,985
   
$
35,062
 
Ceded premiums
   
(1,205
)
   
(1,158
)
   
(2,354
)
   
(2,335
)
Net written premiums
 
$
28,483
   
$
27,367
   
$
34,631
   
$
32,727
 
Net earned premiums
 
$
13,131
   
$
13,767
   
$
26,222
   
$
27,492
 
Net loss and loss adjustment expenses
   
7,932
     
8,817
     
16,216
     
16,731
 
Underwriting expenses
   
4,191
     
4,118
     
8,058
     
8,784
 
Underwriting income
 
$
1,008
   
$
832
   
$
1,948
   
$
1,977
 
Loss ratio
   
60.4
%
   
64.0
%
   
61.8
%
   
60.9
%
Expense ratio
   
31.9
     
29.9
     
30.7
     
31.9
 
Combined ratio
   
92.3
%
   
93.9
%
   
92.5
%
   
92.8
%

Gross written premiums at American Southern increased $1.2 million, or 4.1%, during the three month period ended June 30, 2017, and $1.9 million, or 5.5%, during the six month period ended June 30, 2017, over the comparable periods in 2016.  The increase in gross written premiums for the three month and six month periods ended June 30, 2017 was primarily attributable to an increase in automobile liability written premiums from existing programs as well as increases in automobile physical damage and surety business from two new agencies. Also contributing to the increase in gross written premiums for the six month period ended June 30, 2017 was a returned premium of $0.5 million in the automobile liability line of business during the six month period ended June 30, 2016 that did not recur in the comparable period of 2017.

Ceded premiums increased slightly during the three month and six month periods ended June 30, 2017 over the comparable periods in 2016 due primarily to a reinsurance rate increase in the automobile liability line of business.

The following presents American Southern's net earned premiums by line of business for the three month and six month periods ended June 30, 2017 and the comparable periods in 2016 (in thousands):

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
(In thousands)
 
Automobile liability
 
$
6,804
   
$
7,356
   
$
14,132
   
$
14,158
 
Automobile physical damage
   
2,629
     
2,493
     
4,873
     
5,164
 
General liability
   
736
     
757
     
1,466
     
1,527
 
Surety
   
2,241
     
2,302
     
4,327
     
4,790
 
Other lines
   
721
     
859
     
1,424
     
1,853
 
Total
 
$
13,131
   
$
13,767
   
$
26,222
   
$
27,492
 

Net earned premiums decreased $0.6 million, or 4.6%, during the three month period ended June 30, 2017, and $1.3 million, or 4.6%, during the six month period ended June 30, 2017, from the comparable periods in 2016.  The decrease in net earned premiums for the three month period ended June 30, 2017 was primarily attributable to a decrease in automobile liability earned premiums due to retrospective premium adjustments for certain accounts.  The decrease in net earned premiums for the six month period ended June 30, 2017 was primarily due to decreased writings in 2016 for automobile physical damage, surety and property lines of business.  Premiums are earned ratably over their respective policy terms, and therefore premiums earned in the current year are related to policies written during both the current year and immediately preceding year.
 
The performance of an insurance company is often measured by its combined ratio.  The combined ratio represents the percentage of losses, loss adjustment expenses and other expenses that are incurred for each dollar of premium earned by the company.  A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an underwriting loss. The combined ratio is divided into two components, the loss ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).

Net loss and loss adjustment expenses at American Southern decreased $0.9 million, or 10.0%, during the three month period ended June 30, 2017, and $0.5 million, or 3.1%, during the six month period ended June 30, 2017, from the comparable periods in 2016.  As a percentage of earned premiums, net loss and loss adjustment expenses were 60.4% in the three month period ended June 30, 2017, compared to 64.0% in the three month period ended June 30, 2016.  For the six month period ended June 30, 2017, this ratio increased to 61.8% from 60.9% in the comparable period of 2016.  The decrease in the loss ratio for the three month period ended June 30, 2017 was primarily attributable to more favorable loss experience in the automobile liability line of business.  The slight increase in the 2017 year to date loss ratio was primarily due to a $0.5 million loss recovery in the surety line of business during the six month period ended June 30, 2016 that did not recur in the comparable period of 2017.

Underwriting expenses increased $0.1 million, or 1.8%, during the three month period ended June 30, 2017 over the three month period ended June 30, 2016, and decreased $0.7 million, or 8.3%, during the six month period ended June 30, 2017, from the comparable period in 2016.  As a percentage of earned premiums, underwriting expenses were 31.9% in the three month period ended June 30, 2017, compared to 29.9% in the three month period ended June 30, 2016.  For the six month period ended June 30, 2017, this ratio decreased to 30.7% from 31.9% in the comparable period of 2016.  The change in the expense ratio for the three month and six month periods ended June 30, 2017 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, 2017, variable commissions at American Southern increased $0.1 million over the three month period ended June 30, 2016 due to more favorable loss experience from accounts subject to variable commissions.  During the six month period ended June 30, 2017, variable commissions at American Southern decreased $0.3 million from the comparable period of 2016 due to less favorable loss experience from accounts subject to variable commissions.
 
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, 2017 and the comparable periods in 2016:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
(Dollars in thousands)
 
Medicare supplement
 
$
22,794
   
$
21,326
   
$
46,645
   
$
42,230
 
Other health products
   
1,644
     
1,415
     
3,108
     
2,784
 
Life insurance
   
2,551
     
2,614
     
4,927
     
5,074
 
Total earned premiums
   
26,989
     
25,355
     
54,680
     
50,088
 
Insurance benefits and losses
   
19,100
     
18,105
     
40,813
     
35,016
 
Underwriting expenses
   
8,837
     
8,829
     
17,495
     
17,759
 
Total expenses
   
27,937
     
26,934
     
58,308
     
52,775
 
Underwriting loss
 
$
(948
)
 
$
(1,579
)
 
$
(3,628
)
 
$
(2,687
)
Loss ratio
   
70.8
%
   
71.4
%
   
74.6
%
   
69.9
%
Expense ratio
   
32.7
     
34.8
     
32.0
     
35.5
 
Combined ratio
   
103.5
%
   
106.2
%
   
106.6
%
   
105.4
%

Premium revenue at Bankers Fidelity increased $1.6 million, or 6.4%, during the three month period ended June 30, 2017, and $4.6 million, or 9.2%, during the six month period ended June 30, 2017, over the comparable periods in 2016.  Premiums from the Medicare supplement line of business increased $1.5 million, or 6.9%, during the three month period ended June 30, 2017, and $4.4 million, or 10.5%, during the six month period ended June 30, 2017, due primarily to successful execution of new business generating strategies with both new and existing agents. Other health product premiums increased $0.2 million and $0.3 million, respectively, during the same comparable periods, primarily as a result of new sales of the company's disability income and group health products. Premiums from the life insurance line of business decreased $0.1 million, or 2.4%, during the three month period ended June 30, 2017, and $0.1 million, or 2.9%, during the six month period ended June 30, 2017 from the comparable 2016 periods due to the redemption and settlement of existing policy obligations exceeding the level of new sales activity.  During the fourth quarter of 2016, Bankers Fidelity entered into a reinsurance agreement to moderate statutory capital requirements related to premium growth in the Medicare supplement line of business.  Medicare supplement premiums ceded under the reinsurance agreement in the three month and six month periods ended June 30, 2017 were approximately $7.2 million and $11.1 million, respectively.

Benefits and losses increased $1.0 million, or 5.5%, during the three month period ended June 30, 2017, and $5.8 million, or 16.6%, during the six month period ended June 30, 2017, over the comparable periods in 2016.  As a percentage of earned premiums, benefits and losses were 70.8% in the three month period ended June 30, 2017, compared to 71.4% in the three month period ended June 30, 2016.  For the six month period ended June 30, 2017, this ratio increased to 74.6% from 69.9% in the comparable period of 2016.  The slight decrease in the loss ratio for the three month period ended June 30, 2017 was primarily due to more favorable loss experience in the Medicare supplement line of business.  The increase in the loss ratio for the six month period ended June 30, 2017 was primarily attributable to adverse loss experience in the Medicare supplement line of business during the first quarter of 2017.  Beginning late in 2016 and continuing throughout the first quarter of 2017, Bankers Fidelity experienced significantly increased levels of mortality and morbidity across all lines of business which had an unfavorable effect on the company's loss patterns and increased the resultant 2017 year to date loss ratio.

Underwriting expenses increased slightly during the three month period ended June 30, 2017 over the three month period ended June 30, 2016, and decreased $0.3 million, or 1.5%, during the six month period ended June 30, 2017, from the comparable period in 2016.  As a percentage of earned premiums, underwriting expenses were 32.7% in the three month period ended June 30, 2017, compared to 34.8% in the three month period ended June 30, 2016.  For the six month period ended June 30, 2017, this ratio decreased to 32.0% from 35.5% in the comparable period of 2016.  The decrease in the expense ratio for the three month and six month periods ended June 30, 2017 was primarily due to the increase in earned premiums coupled with a relatively consistent level of fixed general and administrative expenses.  Also contributing to the decrease in the expense ratio was a reinsurance expense-reimbursement allowance associated with the reinsurance agreement described above, which reimbursed the company for a portion of its indirect underwriting expenses.
 
INVESTMENT INCOME AND REALIZED GAINS

Investment income decreased $0.5 million, or 18.7%, during the three month period ended June 30, 2017, and $0.8 million, or 16.3%, during the six month period ended June 30, 2017, from the comparable periods in 2016.  The decrease in investment income for the three month and six month periods ended June 30, 2017 was attributable to a decrease in the average yield on the Company's investments in fixed maturities and a loss for the 2017 quarter and year to date period of $0.2 million and $0.3 million, respectively, from the equity in earnings from investments in real estate partnerships.

The Company had net realized investment gains of $1.4 million during the three month period ended June 30, 2017, compared to net realized investment gains of $0.1 million in the three month period ended June 30, 2016.  The Company had net realized investment gains of $2.3 million during the six month period ended June 30, 2017, compared to net realized investment gains of $0.9 million in the six month period ended June 30, 2016.  The net realized investment gains in the three month and six month periods ended June 30, 2017 were primarily attributable to gains from the sale of an equity security and a number of the Company's investments in fixed maturities.  The net realized investment gains in the three month period ended June 30, 2016 resulted from the disposition of several of the Company's investments in fixed maturities.  The net realized investment gain in the six month period ended June 30, 2016 was primarily due to a $0.6 million gain from the sale of property held within one of the Company's real estate partnership investments.  Management continually evaluates the Company's investment portfolio and, as may be determined to be appropriate, makes adjustments for impairments and/or will divest investments.

INTEREST EXPENSE

Interest expense increased slightly during the three month period ended June 30, 2017, and $0.1 million, or 9.9%, during the six month period ended June 30, 2017, over the comparable periods in 2016.  The increase in interest expense for the three month and six month periods ended June 30, 2017 was due to an increase 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.

OTHER EXPENSES

Other expenses (commissions, underwriting expenses, and other expenses) decreased $0.2 million, or 1.4%, during the three month period ended June 30, 2017, and $1.6 million, or 5.4%, during the six month period ended June 30, 2017, from the comparable periods in 2016.  The decrease in other expenses for the three month and six month periods ended June 30, 2017 was primarily attributable to a reinsurance expense-reimbursement allowance associated with the reinsurance agreement in the life and health operations, which reimbursed a portion of the Company's indirect underwriting expenses; a decrease in incentive compensation accruals of $0.1 million and $0.5 million, respectively, from the comparable 2016 periods due to the Company's recent operating performance; and a $0.2 million decrease in compensation expense from stock awards.  Also contributing to the decrease in other expenses for the six month period ended June 30, 2017 was a $0.3 million decrease in the variable commission accrual in the property and casualty operations.  On a consolidated basis, as a percentage of earned premiums, other expenses decreased to 34.9% in the three month period ended June 30, 2017 from 36.3% in the three month period ended June 30, 2016.  For the six month period ended June 30, 2017, this ratio decreased to 34.4% from 37.8% in the comparable period of 2016.  The decrease in the expense ratio for the three month and six month periods ended June 30, 2017 was primarily attributable to the increase in earned premiums coupled with a lower level of general and administrative expenses.

INCOME TAXES

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2017 resulted from the dividends-received deduction ("DRD") and the small life insurance company deduction ("SLD").  The current estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from investments as well as the amount of the Company's taxable income.  The SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income ("LICTI").  The SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3.0 million and is ultimately phased out at $15.0 million.

The primary difference between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2016 resulted from the DRD.
 
LIQUIDITY AND CAPITAL RESOURCES

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

Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries.  The 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, 2017, the Parent had approximately $18.5 million of unrestricted cash and investments.

The Parent's insurance subsidiaries reported statutory net income of $0.5 million for the six month period ended June 30, 2017 compared to statutory net income of $3.4 million for the six month period ended June 30, 2016.  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, 2017 American Southern had $42.5 million of statutory surplus and Bankers Fidelity had $30.1 million of statutory surplus. In 2017, dividend payments by the Parent's insurance subsidiaries in excess of $5.7 million would require prior approval.  Through June 30, 2017, the Parent received dividends of $2.4 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, 2017, the effective interest rate was 5.25%.  The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust's obligations with respect to the trust preferred securities.  Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on the related trust preferred securities.  The Company has not made such an election.

The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from potential future financing arrangements.
 
At June 30, 2017, 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, 2017, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.2 million.

Cash and cash equivalents decreased from $13.3 million at December 31, 2016 to $12.6 million at June 30, 2017. The decrease in cash and cash equivalents during the six month period ended June 30, 2017 was primarily attributable to net cash used in operating activities of $5.8 million, additions to property and equipment of $0.1 million, dividends paid on the Company's common stock of $0.4 million and the purchase of shares for treasury for $0.2 million.  Partially offsetting the decrease in cash and cash equivalents was a $5.8 million increase resulting from the sale and maturity of securities exceeding investment purchases.
 
The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the 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.
 
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 SEC'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.

CAUTIONARY NOTE REGARDING 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.  Those statements, to the extent they are not historical facts, should be considered forward-looking statements, and are subject to various risks and uncertainties.  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.  The Company's actual results could differ materially from the results anticipated in these forward-looking statements as a result of such risks and uncertainties, including those identified in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and subsequent Quarterly Reports on Form 10-Q, and other 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.
 
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, 2017.

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, 2017
   
6,425
   
$
4.00
     
6,425
     
699,566
 
May 1 – May 31, 2017
   
5,877
     
3.78
     
5,877
     
693,689
 
June 1 – June 30, 2017
   
10,105
     
3.78
     
10,105
     
683,584
 
Total
   
22,407
   
$
3.85
     
22,407
         

Item 6.  Exhibits

10.1
Form of Atlantic American Corporation 2012 Equity Incentive Plan Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).*
   
10.2
Form of Atlantic American Corporation 2012 Equity Incentive Plan Employee Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).*
   
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
XBRL Instance Document.
   
101.SCH
XBRL Taxonomy Extension Schema.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase.
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.

 
*
Management contract or compensatory plan or arrangement.
 
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 14, 2017
By:
/s/ J. Ross Franklin
 
   
J. Ross Franklin
 
   
Interim Chief Financial Officer
 
   
(Principal Financial and Accounting Officer)
 
 
EXHIBIT INDEX
 
Exhibit
Number
Title
   
10.1
Form of Atlantic American Corporation 2012 Equity Incentive Plan Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).*
   
10.2
Form of Atlantic American Corporation 2012 Equity Incentive Plan Employee Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).*
   
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS
XBRL Instance Document.
   
101.SCH
XBRL Taxonomy Extension Schema.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase.
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
 
 
*
Management contract or compensatory plan or arrangement.