AAME 10-Q Quarterly Report June 30, 2017 | Alphaminr
ATLANTIC AMERICAN CORP
ALPHAMINR

AAME 10-Q Quarter ended June 30, 2017

Balance Sheet
Cash Flow
Income Statement
ATLANTIC AMERICAN CORP
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10-Q 1 form10q.htm 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.

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