Net earned premiums decreased $1.9 million, or 14.9%, during the three month period ended March 31, 2007 from the comparable period in 2006 primarily due to the decline in policy writings described above.
The following sets forth American Southern’s loss and expense ratios for the three month period ended March 31, 2007 and the comparable period in 2006:
The loss ratio for the three month period ended March 31, 2007 decreased to 45.8% from 46.6% in the comparable period of 2006. The decrease in the loss ratio for the three month period ended March 31, 2007 was primarily attributable to favorable loss experience in the commercial automobile and physical damage lines of business. The expense ratio for the three month period ended March 31, 2007 decreased to 44.9% from 45.8% in the comparable period of 2006. The decrease in the expense ratio for the three month period ended March 31, 2007 was primarily due to American Southern’s variable commission structure, which compensates the company’s agents in relation to the loss ratios of the business they write.
The following summarizes Bankers Fidelity’s earned premiums for the three month period ended March 31, 2007 and the comparable period in 2006 (in thousands):
Premium revenue at Bankers Fidelity decreased $1.2 million, or 8.1%, during the three month period ended March 31, 2007 from the comparable period in 2006. Premiums from the Medicare supplement and other health lines of business decreased $1.1 million, or 8.9%, during the three month period ended March 31, 2007 due to the continued decline in new business levels and the non-renewal of certain policies that resulted from increased competition. Premiums from the life insurance line of business decreased $0.1 million, or 4.7%, during the three month period ended March 31, 2007 from the comparable period in 2006 due to the continued decline in sales related activities.
The following summarizes Bankers Fidelity’s operating expenses for the three month period ended March 31, 2007 and the comparable period in 2006 (in thousands):
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Benefits and losses decreased $1.2 million, or 10.1%, during the three month period ended March 31, 2007, from the comparable period in 2006. As a percentage of premiums, benefits and losses were 73.4% for the three month period ended March 31, 2007 compared to 75.1% for the three month period ended March 31, 2006. The decrease in the loss ratio was primarily due to favorable claims experience in the Medicare supplement line of business partially offset by the continued aging of the existing block of life insurance business as well as a declining revenue base.
Commissions and other expenses increased $0.2 million, or 4.0%, during the three month period ended March 31, 2007 over the comparable period in 2006. The increase in commissions and other expenses was primarily due to an increase in marketing activities related to new business opportunities as well as increased agency related expenses and higher lead costs. As a percentage of premiums, these expenses were 35.3% for the three month period ended March 31, 2007 compared to 31.2% for the three month period ended March 31, 2006. The increase in the expense ratio for the three month period ended March 31, 2007 was primarily due to a consistent level of fixed expenses coupled with a decrease in premium revenues.
INVESTMENT INCOME AND REALIZED GAINS
Investment income increased slightly during the three month period ended March 31, 2007 over the comparable period in 2006. The increase in investment income for the three month period ended March 31, 2007 was primarily due to a higher level of average invested assets.
The Company had net realized investment gains of $17,000 during the three month period ended March 31, 2007 compared to net realized investment gains of $4.0 million in the three month period ended March 31, 2006. The decrease in net realized gains for the three month period ended March 31, 2007 was primarily due to sales of a portion of the Company’s investments in the automotive sector (bonds of General Motors Corporation), a portion of the Company’s investment in equity securities of Wachovia Corporation, and the sale of a real estate partnership interest, all of which occurred in the three month period ended March 31, 2006 and resulted in realized investment gains totaling $4.0 million during that period. Management continually evaluates the Company’s investment portfolio and, as needed, makes adjustments for impairments and/or will divest investments. (See Item 3 for a discussion about market risks).
INTEREST EXPENSE
Interest expense of $1.0 million decreased slightly during the three month period ended March 31, 2007 from the comparable period in 2006. The decrease in interest expense was due to a lower average debt level under the Company’s revolving credit facility (the “Revolver”) as a part of its credit agreement (the “Credit Agreement”) with Wachovia Bank, National Association (“Wachovia”). In January 2007, the Company repaid $9.0 million in principal under the Revolver and reborrowed $9.0 million in March 2007.
OTHER EXPENSES
Other expenses (commissions, underwriting expenses, and other expenses) decreased $2.4 million, or 13.8%, during the three month period ended March 31, 2007 from the comparable period in 2006. The decrease in other expenses for the three month period ended March 31, 2007 was primarily attributable to a reduction in commission expenses that resulted from the decline in insurance premiums described above. On a consolidated basis, as a percentage of earned premiums, other expenses decreased to 43.2% in the three month period ended March 31, 2007 from 43.6% in the three month period ended March 31, 2006.
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 the sale and maturity of invested assets. The Company believes that, within each business unit, 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 company are derived from dividends, management fees, and tax sharing payments from the subsidiaries. The cash needs of the Parent company are for the payment of operating expenses, the acquisition of capital assets and debt service requirements.
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The Parent’s insurance subsidiaries reported statutory net income of $4.0 million for the three month period ended March 31, 2007 compared to a combined statutory net loss of $2.9 million for the three month period ended March 31, 2006. The increase in statutory net income was due to the impairment charge taken on the Company’s investments in the automotive sector of $10.7 million which was recorded effective January 1, 2006 for statutory purposes. Statutory results are further impacted by the recognition of all costs of acquiring business. In a scenario in which the Company is growing, statutory results are generally lower than results determined under generally accepted accounting principles (“GAAP”). The Parent’s insurance subsidiaries reported a combined GAAP net income of $2.4 million for the three month period ended March 31, 2007 compared to $6.4 million for the three month period ended March 31, 2006. The reasons for the decrease in GAAP net income in the three month period ended March 31, 2007 are discussed above under “Results of Operations.” Statutory results for the Company’s property and casualty operations differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs. The Company’s life and health operations’ statutory results 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.
At March 31, 2007, the Company had two series of preferred stock outstanding, substantially all of which is held by affiliates of the Company’s chairman and principal shareholders. The outstanding shares of Series B Preferred Stock (“Series B Preferred Stock”) have a stated value of $100 per share; accrue annual dividends at a rate of $9.00 per share and are cumulative; in certain circumstances may be convertible into an aggregate of approximately 3,358,000 shares of common stock; and are redeemable solely at the Company’s option. The Series B Preferred Stock is not currently convertible. At March 31, 2007, the Company had accrued, but unpaid, dividends on the Series B Preferred Stock totaling $13.6 million. The outstanding shares of Series D Preferred Stock (“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 Series D Preferred Stock may be convertible into an aggregate of approximately 1,754,000 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. As of March 31, 2007, the Company had accrued but unpaid dividends on the Series D Preferred Stock of $0.1 million.
At March 31, 2007, the Company’s $54.0 million of borrowings consisted of $12.8 million of bank debt pursuant to the Company’s Credit Agreement with Wachovia and an aggregate of $41.2 million of outstanding junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”). The Credit Agreement provides for a reducing revolving credit facility pursuant to which the Company may, subject to the terms and conditions thereof, initially borrow or reborrow up to $15.0 million (the “Commitment Amount”). The Commitment Amount is incrementally reduced every six months beginning on July 1, 2007. The interest rate on amounts outstanding under the Credit Agreement is, at the option of the Company, equivalent to either (a) the base rate (which equals the higher of the Prime Rate or 0.5% above the Federal Funds Rate, each as defined) or (b) the London Interbank Offered Rate (“LIBOR”) determined on an interest period of 1-month, 2-months, 3-months or 6-months, plus an Applicable Margin (as defined). The Applicable Margin varies based upon the Company’s leverage ratio (funded debt to total capitalization, each as defined) and ranges from 1.75% to 2.50%. As of March 31, 2007, the combined effective interest rate was 7.99%. Interest on amounts outstanding is payable quarterly. If not sooner repaid in full, the Credit Agreement requires the Company to repay $0.5 million in principal on each of June 30 and December 31, 2007 and 2008, $1.0 million and $1.5 million in principal on June 30 and December 31, 2009, respectively, and $10.5 million in principal at maturity on June 30, 2010. The Credit Agreement requires the Company to comply with certain covenants, including, among others, ratios that relate funded debt to both total capitalization and earnings before interest, taxes, depreciation and amortization, as well as the maintenance of minimum levels of tangible net worth. The Company must also comply with limitations on capital expenditures, certain payments, additional debt obligations, equity repurchases and redemptions, as well as minimum risk-based capital levels. Upon the occurrence of an event of default, Wachovia may terminate the Credit Agreement and declare all amounts outstanding under the Credit Agreement due and payable in full.
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 $41.2 million of Junior Subordinated Debentures have a maturity of thirty years from their original date of issuance, are callable, in whole or in part, only at the option of the Company five years after their respective dates of issue and quarterly thereafter, and have an interest rate of three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%. At March 31, 2007, the effective interest rate was 9.41%. 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 intends to pay its obligations under the Credit Agreement and the Junior Subordinated Debentures using dividend and tax sharing payments from the operating subsidiaries, or from potential future financing arrangements. In addition, the Company believes that, if necessary, at maturity, the Credit Agreement could be refinanced with the current lender, although there can be no assurance of the terms or conditions of such a refinancing, or its availability.
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The Parent provides certain administrative and other services to each of its insurance subsidiaries. The amounts charged to and paid by the subsidiaries include reimbursements for various shared services and other expenses incurred directly on behalf of the subsidiaries by the Parent. In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries. It is anticipated that this agreement will provide the Parent with additional funds from profitable subsidiaries due to the subsidiaries’ use of the Parent’s tax loss carryforwards, which totaled approximately $10.6 million at March 31, 2007.
Over 90% of the investment assets of the Parent’s insurance subsidiaries are 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 the Parent by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to the greater of 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries. At March 31, 2007, American Southern had $36.3 million of statutory surplus, Georgia Casualty had $23.2 million of statutory surplus, Association Casualty had $22.3 million of statutory surplus (the Regional Property and Casualty business unit had an aggregate of $45.5 million of statutory surplus), and Bankers Fidelity had $34.7 million of statutory surplus.
Net cash used in operating activities was $6.9 million in the three month period ended March 31, 2007 compared to $5.8 million in the three month period ended March 31, 2006; and cash and short-term investments decreased from $27.3 million at December 31, 2006 to $14.0 million at March 31, 2007. The decrease in cash and short-term investments during the three month period ended March 31, 2007 was primarily attributable to the decrease in premiums coupled with an increased level of investing exceeding normal sales and maturities.
The Company believes that the dividends, fees, and tax-sharing payments it receives 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.
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CONTRACTUAL OBLIGATIONS
The following table discloses the amounts of payments due under specified contractual obligations, aggregated by category of contractual obligation, for specified time periods:
| | | | | | |
| | Payments Due By Period
|
| | Total
| Less than
1 year
| 1 - 3
years
| 3 - 5
years
| More than
5 years
|
| | (In thousands) |
| Bank debt payable | $ 12,750 | $ 1,000 | $ 3,500 | $ 8,250 | $ - |
| Junior Subordinated Debentures | 41,238 | - | - | - | 41,238 |
| Interest payable(1) | 101,013 | 4,704 | 9,532 | 7,916 | 78,861 |
| Operating leases | 4,283 | 1,092 | 2,086 | 1,025 | 80 |
| Purchase commitments(2) | 6,361 | 6,323 | 38 | - | - |
| Losses and claims(3) | 166,173 | 63,146 | 49,852 | 18,279 | 34,896 |
| Future policy benefits(4) | 52,406 | 8,909 | 18,342 | 17,818 | 7,337 |
| Unearned premiums(5) | 23,404 | 10,532 | 6,787 | 3,277 | 2,808 |
| Other policy liabilities | 1,658
| 1,658
| -
| -
| -
|
| Total | $ 409,286
| $ 97,364
| $ 90,137
| $ 56,565
| $ 165,220
|
| |
| (1) | Interest payable is based on interest rates as of March 31, 2007 and assumes that all debt remains outstanding until its stated contractual maturity. The interest rates on outstanding bank debt and trust preferred obligations are at various rates of interest. |
| |
| (2) | Represents balances due for goods and/or services which have been contractually committed as of March 31, 2007. To the extent contracts provide for early termination with notice but without penalty, only the amounts contractually due during the notice period have been included. |
| |
| (3) | Losses and claims include case reserves for reported claims and reserves for claims incurred but not reported ("IBNR"). While payments due on claim reserves are considered contractual obligations because they relate to insurance policies issued by the Company, the ultimate amount to be paid to settle both case reserves and IBNR reserves is an estimate, subject to significant uncertainty. The actual amount to be paid is not determined until the Company reaches a settlement with any applicable claimant. Final claim settlements may vary significantly from the present estimates, particularly since many claims will not be settled until well into the future. In estimating the timing of future payments by year for quarterly reporting, the Company has assumed that its historical payment patterns will continue. However, the actual timing of future payments will likely vary materially from these estimates due to, among other things, changes in claim reporting and payment patterns and large unanticipated settlements. Amounts reflected do not include reinsurance amounts which may also be recoverable based on the level of ultimate sustained loss. |
| |
| (4) | Future policy benefits relate to life insurance policies on which the Company is not currently making payments and will not make future payments unless and until the occurrence of an insurable event, such as a death or disability, or the occurrence of a payment triggering event, such as a surrender of a policy. Occurrence of any of these events is outside the control of the Company and the payment estimates are based on significant uncertainties such as mortality, morbidity, expenses, persistency, investment returns, inflation and the timing of payments. For regulatory purposes, the Company does perform cash flow modeling of such liabilities, which is the basis for the indicated disclosure; however, due to the significance of the assumptions used, the amount presented could materially differ from actual results. |
| |
| (5) | Unearned premiums represent potential future revenue for the Company; however, under certain circumstances, such premiums may be refundable with cancellation of the underlying policy. Significantly all unearned premiums will be earned within the following twelve month period as the related future insurance protection is provided. Significantly all costs related to such unearned premiums have already been incurred and paid and are included in deferred acquisition costs; however, future losses related to the unearned premiums have not been recorded. The contractual obligations related to unearned premiums reflected in the table represent the average loss ratio applied to the quarter end unearned premium balances, with loss payments projected in comparable proportions to the year end loss and claims reserves. Projecting future losses is subject to significant uncertainties and the projected payments will most likely vary materially from these estimates as a result of differences in future severity, frequency and other anticipated and unanticipated factors. Amounts reflected do not take into account reinsurance amounts which may be recoverable based on the level of ultimate sustained loss. |
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Item 3. Quantitative and Qualitative Disclosures About Market Risks
Due to the nature of the Company’s business it is exposed to both interest rate and market risk. Changes in interest rates, which have historically represented the largest market risk factor affecting the Company, may result in changes in the fair market value of the Company’s investments, cash flows and interest income and expense. The Company is also subject to risk from changes in equity prices. There have been no material changes to the Company’s market risks since December 31, 2006, as identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Item 4. Controls and Procedures
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 Securities Exchange Act of 1934). 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.
FORWARD-LOOKING STATEMENTS
This report contains and references certain information that constitutes forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Those statements, to the extent they are not historical facts, should be considered forward-looking and 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, 2006 and the other filings made by the Company from time to time with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 2, 1995, the Board of Directors of the Company approved an initial plan that allowed for the repurchase of shares of the Company’s common stock (the “Repurchase Plan”). As amended since its original adoption, the Repurchase Plan currently allows for repurchases of up to an aggregate of 2.0 million shares of the Company’s common stock on the open market or in privately negotiated transactions, as determined by an authorized officer of the Company. Such purchases 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 March 31, 2007.
| | | | | | |
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
|
| January 1 - January 31, 2007 | 857 | $ 3.36 | 857 | 558,992 |
| February 1 - February 28, 2007 | - | - | - | 558,992 |
March 1 - March 31, 2007
| 140
| 3.72
| 140
| 558,852
|
| Total | 997
| $ 3.41
| 997
| |
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Item 6. Exhibits
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.
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SIGNATURE
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: May 14, 2007 | By: /s/ John G. Sample, Jr.
John G. Sample, Jr.
Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit
Number |
Title |
| 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. |
