UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 or 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, 2022 ☐ 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 ...

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 March 31, 2022 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. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-3722 | --- | --- | --- | |----------------------------------------------------------------------------------------------------------------------|----------------------------------- ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, and Cash Flows, with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet reflects a slight increase in total assets and shareholders' equity, driven by investment fair values Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$384,952** | **$377,626** | | Total Investments | $274,657 | $268,637 | | Cash and cash equivalents | $8,940 | $12,893 | | **Total Liabilities** | **$256,937** | **$259,232** | | Total insurance reserves | $201,064 | $201,906 | | **Total Shareholders' Equity** | **$128,015** | **$118,394** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net income turnaround in Q3 2020, driven by lower insurance benefits and losses incurred Statements of Operations Summary (in thousands, except per share data) | Metric | Q3 2020 | Q3 2019 | 9 Months 2020 | 9 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $46,269 | $47,745 | $135,416 | $145,890 | | Insurance Premiums, net | $44,978 | $45,005 | $137,027 | $135,256 | | Insurance Benefits and Losses Incurred | $29,219 | $34,719 | $89,878 | $104,177 | | **Net Income (Loss)** | **$1,876** | **($1,392)** | **$321** | **($1,656)** | | **EPS (Diluted)** | **$0.09** | **($0.07)** | **$0.00** | **($0.10)** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly improved, while investing activities shifted to a net cash outflow Cash Flow Summary for the Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | ($904) | ($7,570) | | Net cash (used in) provided by investing activities | ($2,965) | $31,476 | | Net cash used in financing activities | ($84) | ($523) | | **Net (decrease) increase in cash** | **($3,953)** | **$23,383** | | Cash and cash equivalents at end of period | $8,940 | $36,013 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes provide detailed disclosures on financial statement preparation, COVID-19 impact, accounting standards, and key financial items - The company's **primary operating subsidiaries** are **American Southern** (property and casualty insurance) and **Bankers Fidelity** (life and health insurance)[17](index=17&type=chunk) - The company acknowledges the **ongoing uncertainty** and potential business impact from the **COVID-19 pandemic**, including potential difficulties in premium collection and volatility in investment markets, but does not expect a **direct material impact** from increased claims as of the reporting date[20](index=20&type=chunk) Segment Assets (in thousands) | Segment | Sep 30, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | American Southern | $151,865 | $141,524 | | Bankers Fidelity | $221,982 | $224,122 | | Corporate and Other | $11,105 | $11,980 | | **Total Assets** | **$384,952** | **$377,626** | [Management's Discussion and Analysis (MD&A)](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting increased operating income from favorable loss experience in life and health [Overall Corporate Results](index=26&type=section&id=Overall%20Corporate%20Results) Consolidated results shifted to net income in Q3 2020, driven by decreased claims in Medicare supplement business Reconciliation of Net Income (Loss) to Non-GAAP Operating Income (Loss) (in thousands) | Metric | Q3 2020 | Q3 2019 | 9 Months 2020 | 9 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $1,876 | ($1,392) | $321 | ($1,656) | | Adjustments (Taxes, Inv. Gains/Losses) | $1,105 | ($866) | $7,565 | ($4,053) | | **Non-GAAP operating income (loss)** | **$2,981** | **($2,258)** | **$7,886** | **($5,709)** | - The increase in operating income was primarily driven by favorable loss experience in the life and health operations, specifically a **significant decrease in incurred claims** within the **Medicare supplement line of business** due to **COVID-19 shelter-in-place orders**[81](index=81&type=chunk) [American Southern Segment Analysis](index=28&type=section&id=American%20Southern%20Segment%20Analysis) The P&C segment reported improved underwriting results with a lower combined ratio and increased gross written premiums American Southern Underwriting Ratios | Ratio | Q3 2020 | Q3 2019 | 9 Months 2020 | 9 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Loss Ratio | 61.8% | 65.2% | 63.0% | 65.9% | | Expense Ratio | 31.6% | 32.4% | 31.3% | 31.1% | | **Combined Ratio** | **93.4%** | **97.6%** | **94.3%** | **97.0%** | - Gross written premiums increased by **8.5%** for the nine-month period, mainly due to a **new agency** that started in the second half of 2019, which increased writings in the **automobile physical damage line of business**[83](index=83&type=chunk) [Bankers Fidelity Segment Analysis](index=30&type=section&id=Bankers%20Fidelity%20Segment%20Analysis) The Life & Health segment saw dramatic profitability improvement due to a sharp drop in the loss ratio Bankers Fidelity Underwriting Ratios | Ratio | Q3 2020 | Q3 2019 | 9 Months 2020 | 9 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Loss Ratio | 66.5% | 82.8% | 66.9% | 82.2% | | Expense Ratio | 26.6% | 27.4% | 27.8% | 28.1% | | **Combined Ratio** | **93.1%** | **110.2%** | **94.7%** | **110.3%** | - The **significant decrease in the loss ratio** was primarily due to a **much lower number of claims incurred** in the **Medicare supplement line of business**, as policyholders were subject to **shelter-in-place orders** due to **COVID-19**[91](index=91&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Primary cash sources are premiums and investment income, with sufficient liquidity expected to meet obligations - **Primary sources of cash** are written premiums, investment income, and proceeds from the sale and maturity of invested assets[97](index=97&type=chunk) - The parent company had approximately **$4.6 million** of unrestricted cash and investments at September 30, 2020[98](index=98&type=chunk) - **Bankers Fidelity Life Insurance Company** became a member of the **Federal Home Loan Bank of Atlanta (FHLB)** to enhance **financial flexibility**, gaining access to low-cost funding, though no borrowings have been made to date[105](index=105&type=chunk) [Expected Impact of COVID-19](index=32&type=section&id=Expected%20Impact%20of%20COVID-19) Management expects no significant decline in liquidity or operations from COVID-19, despite investment volatility - The **most significant impact of COVID-19** on the Company's financial position has been **volatility in the fair value** of its fixed maturity and equity investments[108](index=108&type=chunk) - For P&C operations, a **reduction in claim frequency and severity** is expected in automobile lines as fewer miles are driven, and **no material adverse effect** is currently anticipated[112](index=112&type=chunk) - For life and health operations, the company has experienced **lower utilization of accident and health benefits**, particularly in the Medicare supplement line, due to **shelter-in-place orders**, and does not expect **significant adverse development** in total benefits and losses[115](index=115&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes during the quarter - Based on an evaluation, management, including the CEO and CFO, concluded that the company's **disclosure controls and procedures were effective** as of the end of the period covered by the report[117](index=117&type=chunk) - There were **no changes in internal control** over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[118](index=118&type=chunk) [Part II. Other Information](index=35&type=section&id=Part%20II.%20Other%20Information) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's stock repurchase plan, with no shares repurchased in Q3 2020 - The **Board of Directors approved a plan** allowing for the repurchase of up to **750,000 shares** of the Company's common stock[120](index=120&type=chunk) Share Repurchases in Q3 2020 | Period | Total Shares Purchased | Maximum Shares Remaining for Purchase | | :--- | :--- | :--- | | July 2020 | 0 | 325,129 | | August 2020 | 0 | 325,129 | | September 2020 | 0 | 325,129 | [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and XBRL data files - The exhibits filed with this report include: - **Certifications from the Principal Executive Officer and Principal Financial Officer** pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act - **XBRL Instance Document and related taxonomy files**[123](index=123&type=chunk)

[Part I. Financial Information](index=2&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements for the periods ended June 30, 2020 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (Dollars in thousands) | Item | June 30, 2020 | December 31, 2019 | | :-------------------------------- | :------------ | :------------------ | | **ASSETS** | | | | Total Assets | $385,737 | $377,626 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total Liabilities | $261,843 | $259,232 | | Total Shareholders' Equity | $123,894 | $118,394 | [Condensed Consolidated Statements Of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Operations) Condensed Consolidated Statements of Operations Highlights (Dollars in thousands, except per share data) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $49,737 | $43,127 | $89,147 | $98,145 | | Total Benefits and Expenses | $41,456 | $48,716 | $91,093 | $98,449 | | Income (loss) before income taxes | $8,281 | $(5,589) | $(1,946) | $(304) | | Net income (loss) | $6,532 | $(4,426) | $(1,555) | $(264) | | Net income (loss) applicable to common shareholders | $6,432 | $(4,526) | $(1,754) | $(463) | | Earnings (loss) per common share (basic) | $0.31 | $(0.22) | $(0.09) | $(0.02) | | Earnings (loss) per common share (diluted) | $0.30 | $(0.22) | $(0.09) | $(0.02) | - For the three months ended June 30, 2020, the company reported a **net income of $6,532 thousand**, a significant improvement from a net loss of $4,426 thousand in the prior year period[8](index=8&type=chunk) - However, for the six months ended June 30, 2020, the company reported a **net loss of $1,555 thousand**, an increase from a net loss of $264 thousand in the prior year period[8](index=8&type=chunk) [Condensed Consolidated Statements Of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Comprehensive%20Income) Condensed Consolidated Statements of Comprehensive Income Highlights (Dollars in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $6,532 | $(4,426) | $(1,555) | $(264) | | Total other comprehensive income, net of tax | $15,797 | $5,809 | $7,005 | $12,262 | | Total comprehensive income | $22,329 | $1,383 | $5,450 | $11,998 | - **Total comprehensive income significantly increased to $22,329 thousand** for the three months ended June 30, 2020, from $1,383 thousand in the prior year, primarily driven by a substantial increase in other comprehensive income, net of tax[9](index=9&type=chunk) [Condensed Consolidated Statements Of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Shareholders'%20Equity) Condensed Consolidated Statements of Shareholders' Equity Highlights (Dollars in thousands) | Item | June 30, 2020 | June 30, 2019 | | :------------------------------------- | :------------ | :------------ | | Total shareholders' equity (end of period) | $123,894 | $112,770 | | Retained earnings (end of period) | $34,266 | $36,342 | | Accumulated other comprehensive income (loss) (end of period) | $17,464 | $4,727 | - **Total shareholders' equity increased to $123,894 thousand** as of June 30, 2020, from $112,770 thousand as of June 30, 2019, primarily due to a significant increase in accumulated other comprehensive income[11](index=11&type=chunk) [Condensed Consolidated Statements Of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (Dollars in thousands) | Item | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $558 | $(7,219) | | Net cash provided by investing activities | $2,908 | $6,547 | | Net cash used in financing activities | $(5) | $(508) | | Net increase (decrease) in cash and cash equivalents | $3,461 | $(1,180) | | Cash and cash equivalents at end of period | $16,354 | $11,450 | - The company experienced a **significant turnaround in operating cash flows**, moving from a net cash outflow of $7,219 thousand in the first six months of 2019 to a net cash inflow of $558 thousand in the same period of 2020[14](index=14&type=chunk) - This contributed to a **net increase in cash and cash equivalents of $3,461 thousand**, compared to a decrease of $1,180 thousand in the prior year[14](index=14&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Basis of Presentation](index=8&type=section&id=Note%201.%20Basis%20of%20Presentation) - The Company operates in two principal business units: **American Southern** (property and casualty insurance) and **Bankers Fidelity** (life and health insurance)[16](index=16&type=chunk) - The **COVID-19 pandemic** began impacting business operations in March 2020, leading to potential difficulties in premium collection and policy renewals, and increased volatility in investment markets[19](index=19&type=chunk) - The Company does not qualify as a small business under the CARES Act and did not apply for government loan programs, but is assessing other potential benefits[20](index=20&type=chunk) [Note 2. Recently Issued Accounting Standards](index=8&type=section&id=Note%202.%20Recently%20Issued%20Accounting%20Standards) - The Company adopted ASU 2018-13 (Fair Value Measurement) and ASU 2017-04 (Goodwill Impairment) as of January 1, 2020, with **no material impact** on consolidated financial statements[21](index=21&type=chunk)[22](index=22&type=chunk) - The Company is currently assessing the effect of ASU 2020-04 (Reference Rate Reform) on its financial condition and results of operations, which provides optional expedients for transactions referencing LIBOR[23](index=23&type=chunk) - ASU 2020-01 (Investments – Equity Securities) is effective for the Company beginning Q1 2021 and is **not expected to have a material impact**[24](index=24&type=chunk) [Note 3. Investments](index=11&type=section&id=Note%203.%20Investments) Fixed Maturities and Equity Securities (Dollars in thousands) | Investment Type | June 30, 2020 Fair Value | Dec 31, 2019 Fair Value | | :------------------------------------------ | :----------------------- | :---------------------- | | Total Fixed Maturities | $236,187 | $232,472 | | Total Equity Securities | $15,965 | $22,922 | | Total VIE Interests (Other invested assets + unconsolidated trusts) | $12,692 | $11,198 | - The decrease in securities in an unrealized loss position during the six months ended June 30, 2020, was primarily due to **improved market values from a declining interest rate environment**[35](index=35&type=chunk) Realized Investment Gains, Net (Dollars in thousands) | Period | Fixed Maturities | Equity Securities | Total | | :-------------------------------- | :--------------- | :---------------- | :---- | | Three Months Ended June 30, 2020 | $0 | $0 | $0 | | Three Months Ended June 30, 2019 | $610 | $0 | $610 | | Six Months Ended June 30, 2020 | $249 | $0 | $249 | | Six Months Ended June 30, 2019 | $882 | $1,113 | $1,995 | Unrealized Gains (Losses) on Equity Securities, Net (Dollars in thousands) | Period | Net Unrealized Gains (Losses) | | :-------------------------------- | :---------------------------- | | Three Months Ended June 30, 2020 | $1,355 | | Three Months Ended June 30, 2019 | $(5,337) | | Six Months Ended June 30, 2020 | $(7,100) | | Six Months Ended June 30, 2019 | $1,152 | [Note 4. Fair Values of Financial Instruments](index=14&type=section&id=Note%204.%20Fair%20Values%20of%20Financial%20Instruments) - The Company categorizes financial instruments into a **three-level fair value hierarchy** based on the observability of inputs: Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) Financial Instruments Carried at Fair Value (Dollars in thousands) | Item | Level 1 (June 30, 2020) | Level 2 (June 30, 2020) | Level 3 (June 30, 2020) | Total (June 30, 2020) | | :---------------- | :---------------------- | :---------------------- | :---------------------- | :-------------------- | | Fixed maturities | $250 | $235,937 | $0 | $236,187 | | Equity securities | $15,822 | $0 | $143 | $15,965 | | Cash equivalents | $8,429 | $0 | $0 | $8,429 | | **Total** | **$24,501** | **$235,937** | **$143** | **$260,581** | | Item | Level 1 (Dec 31, 2019) | Level 2 (Dec 31, 2019) | Level 3 (Dec 31, 2019) | Total (Dec 31, 2019) | | :---------------- | :---------------------- | :---------------------- | :---------------------- | :-------------------- | | Fixed maturities | $0 | $232,472 | $0 | $232,472 | | Equity securities | $22,922 | $0 | $0 | $22,922 | | Cash equivalents | $7,173 | $0 | $0 | $7,173 | | **Total** | **$30,095** | **$232,472** | **$0** | **$262,567** | [Note 5. Liabilities for Unpaid Losses, Claims and Loss Adjustment Expenses](index=17&type=section&id=Note%205.%20Liabilities%20for%20Unpaid%20Losses%2C%20Claims%20and%20Loss%20Adjustment%20Expenses) Roll-forward of Liabilities for Unpaid Losses, Claims and Loss Adjustment Expenses (Dollars in thousands) | Item | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :-------------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | | Beginning liabilities for unpaid losses, claims and loss adjustment expenses, gross | $81,448 | $72,612 | | Total incurred | $59,960 | $68,260 | | Total paid | $63,498 | $67,451 | | Ending liabilities for unpaid losses, claims and loss adjustment expenses, gross | $76,498 | $75,155 | - Prior accident year development for the six months ended June 30, 2020, showed a **favorable development of $(2,302) thousand**, primarily due to the Medicare supplement line of business in Bankers Fidelity[53](index=53&type=chunk)[54](index=54&type=chunk) [Note 6. Junior Subordinated Debentures](index=18&type=section&id=Note%206.%20Junior%20Subordinated%20Debentures) Junior Subordinated Debentures (Dollars in thousands) | Item | Atlantic American Statutory Trust I | Atlantic American Statutory Trust II | | :---------------------------------- | :---------------------------------- | :----------------------------------- | | Principal amount owed June 30, 2020 | $18,042 | $23,196 | | Less: Treasury debt | — | $(7,500) | | Net balance June 30, 2020 | $18,042 | $15,696 | | Coupon rate | LIBOR + 4.00% Quarterly | LIBOR + 4.10% Quarterly | | Maturity date | December 4, 2032 | May 15, 2033 | - The Company has the right to **defer interest payments** on Junior Subordinated Debentures for up to 20 consecutive quarters, during which it cannot pay common stock dividends or repurchase junior debt[57](index=57&type=chunk) [Note 7. Earnings (Loss) Per Common Share](index=19&type=section&id=Note%207.%20Earnings%20(Loss)%20Per%20Common%20Share) Earnings (Loss) Per Common Share Reconciliation (Dollars in thousands, except per share data) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) applicable to common shareholders | $6,432 | $(4,526) | $(1,754) | $(463) | | Weighted Average Shares (in thousands) | 20,440 | 20,146 | 20,455 | 20,152 | | Basic Earnings (Loss) Per Common Share | $0.31 | $(0.22) | $(0.09) | $(0.02) | | Diluted Earnings (Loss) Per Common Share | $0.30 | $(0.22) | $(0.09) | $(0.02) | - The assumed conversion of Series D preferred stock was excluded from EPS calculation for all periods except the three months ended June 30, 2020, as its impact would have been **antidilutive**[65](index=65&type=chunk) [Note 8. Income Taxes](index=20&type=section&id=Note%208.%20Income%20Taxes) Income Tax Expense (Benefit) Reconciliation (Dollars in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Federal income tax provision at statutory rate of 21% | $1,739 | $(1,174) | $(409) | $(64) | | Income tax expense (benefit) | $1,749 | $(1,163) | $(391) | $(40) | - The Company determined there were **no significant tax implications** as a result of the CARES Act[67](index=67&type=chunk) [Note 9. Leases](index=20&type=section&id=Note%209.%20Leases) - The Company has two operating lease agreements for office space, accounted for on a straight-line basis[68](index=68&type=chunk) - Lease expense for the six months ended June 30, 2020 and 2019 was **$507 thousand**[69](index=69&type=chunk) Operating Lease Information (Dollars in thousands) | Item | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------------------------------------------------------------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | | Cash payments included in the measurement of lease liabilities reported in operating cash flows | $475 | $450 | | Right-of-use assets included in other assets on the condensed consolidated balance sheet | $5,159 | $5,785 | | Weighted average discount rate | 6.8% | 6.8% | | Weighted average remaining lease term in years | 6.4 years | 7.4 years | [Note 10. Commitments and Contingencies](index=21&type=section&id=Note%2010.%20Commitments%20and%20Contingencies) - Management believes that any known claims and lawsuits incidental to the ordinary course of business are **not expected to have a material effect** on the Company's financial condition or results of operations[73](index=73&type=chunk) [Note 11. Segment Information](index=22&type=section&id=Note%2011.%20Segment%20Information) - The Company operates two primary business units: **American Southern** (property and casualty insurance) and **Bankers Fidelity** (life and health insurance), each managed and evaluated independently[76](index=76&type=chunk) Segment Revenue (Dollars in thousands) | Segment | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | American Southern | $16,896 | $15,740 | $32,123 | $30,975 | | Bankers Fidelity | $32,871 | $31,244 | $57,744 | $65,620 | | Corporate and Other | $(30) | $(3,857) | $(720) | $1,550 | | **Total Revenue** | **$49,737** | **$43,127** | **$89,147** | **$98,145** | Segment Income (Loss) Before Income Taxes (Dollars in thousands) | Segment | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | American Southern | $2,087 | $1,396 | $2,965 | $3,378 | | Bankers Fidelity | $8,039 | $(1,998) | $(742) | $(2,494) | | Corporate and Other | $(1,845) | $(4,987) | $(4,169) | $(1,188) | | **Total Income (Loss) Before Income Taxes** | **$8,281** | **$(5,589)** | **$(1,946)** | **$(304)** | [Note 12. Related Party Transactions](index=22&type=section&id=Note%2012.%20Related%20Party%20Transactions) - During the six months ended June 30, 2019, the Company transferred its remaining fractional interest in an aircraft arrangement to Gray Television, Inc, a related party, for **$151 thousand**[79](index=79&type=chunk) [Note 13. Subsequent Events](index=22&type=section&id=Note%2013.%20Subsequent%20Events) - The COVID-19 pandemic continues to cause material disruption, potentially leading to future investment portfolio losses and increased claims volume, though the **full impact remains uncertain**[80](index=80&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operating results, including segment performance and COVID-19 impacts [Overview](index=23&type=section&id=Overview) - Atlantic American Corporation is an insurance holding company operating through **American Southern** (property and casualty) and **Bankers Fidelity** (life and health) subsidiaries[83](index=83&type=chunk) - The COVID-19 pandemic began impacting business operations in March 2020, and its effects on operations and results are expected to continue[84](index=84&type=chunk) [Critical Accounting Policies](index=23&type=section&id=Critical%20Accounting%20Policies) - The Company's critical accounting policies are **consistent with those disclosed in the 2019 Annual Report**, except for changes noted in Note 2 regarding new accounting standards[85](index=85&type=chunk) [Overall Corporate Results](index=23&type=section&id=Overall%20Corporate%20Results) Overall Corporate Results (Dollars in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $49,737 | $43,127 | $89,147 | $98,145 | | Total Benefits and Expenses | $41,456 | $48,716 | $91,093 | $98,449 | | Income (loss) before income taxes | $8,281 | $(5,589) | $(1,946) | $(304) | | Net income (loss) | $6,532 | $(4,426) | $(1,555) | $(264) | Reconciliation of Non-GAAP Operating Income (Loss) (Dollars in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $6,532 | $(4,426) | $(1,555) | $(264) | | Income tax expense (benefit) | $1,749 | $(1,163) | $(391) | $(40) | | Realized investment gains, net | $0 | $(610) | $(249) | $(1,995) | | Unrealized (gains) losses on equity securities, net | $(1,355) | $5,337 | $7,100 | $(1,152) | | **Non-GAAP operating income (loss)** | **$6,926** | **$(862)** | **$4,905** | **$(3,451)** | - **Net income for Q2 2020 was $6.5 million** ($0.30 diluted EPS), a significant improvement from a net loss of $4.4 million ($0.22 diluted EPS) in the prior year[88](index=88&type=chunk) - For the six months ended June 30, 2020, **net loss increased to $1.6 million** ($0.09 diluted EPS) from $0.3 million ($0.02 diluted EPS) in the prior year[88](index=88&type=chunk) - **Premium revenue increased by 2.3%** for the three months and **2.0%** for the six months ended June 30, 2020, primarily due to growth in the automobile physical damage line of business[88](index=88&type=chunk) - **Operating income increased by $7.8 million** for the three-month period and **$8.4 million** for the six-month period, mainly due to favorable loss experience in life and health operations[89](index=89&type=chunk) [American Southern Segment Analysis](index=24&type=section&id=American%20Southern) American Southern Underwriting Performance (Dollars in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross written premiums | $33,320 | $32,581 | $42,938 | $40,275 | | Net earned premiums | $15,824 | $14,754 | $30,746 | $28,560 | | Underwriting income | $1,015 | $411 | $1,589 | $964 | | Loss ratio | 63.3% | 66.8% | 63.6% | 66.2% | | Expense ratio | 30.3% | 30.4% | 31.2% | 30.4% | | Combined ratio | 93.6% | 97.2% | 94.8% | 96.6% | - **Gross written premiums increased by 2.3%** for the three-month period and **6.6%** for the six-month period, driven by growth in automobile physical damage[92](index=92&type=chunk) - **Net earned premiums increased by 7.3%** for the three-month period and **7.7%** for the six-month period[94](index=94&type=chunk) - The **loss ratio decreased to 63.3%** (3-month) and **63.6%** (6-month) in 2020, mainly due to decreased severity of automobile liability claims[96](index=96&type=chunk) - The **combined ratio improved to 93.6%** (3-month) and **94.8%** (6-month) in 2020, indicating improved underwriting profitability[91](index=91&type=chunk) [Bankers Fidelity Segment Analysis](index=26&type=section&id=Bankers%20Fidelity) Bankers Fidelity Underwriting Performance (Dollars in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross earned premiums | $48,655 | $48,591 | $97,411 | $97,052 | | Net earned premiums | $30,675 | $30,715 | $61,303 | $61,691 | | Underwriting income (loss) | $5,842 | $(2,527) | $2,817 | $(6,423) | | Loss ratio | 55.6% | 79.1% | 67.1% | 81.9% | | Expense ratio | 25.4% | 29.2% | 28.4% | 28.5% | | Combined ratio | 81.0% | 108.3% | 95.5% | 110.4% | - Net earned premium revenue remained relatively consistent for the three-month period and decreased by 0.6% for the six-month period[98](index=98&type=chunk) - Benefits and losses decreased significantly, leading to a **substantial drop in the loss ratio to 55.6%** (3-month) and **67.1%** (6-month) due to fewer Medicare supplement claims during COVID-19[99](index=99&type=chunk) - Commissions and underwriting expenses decreased, with the **expense ratio decreasing to 25.4%** (3-month) and **28.4%** (6-month)[100](index=100&type=chunk) - The **combined ratio improved dramatically to 81.0%** (3-month) and **95.5%** (6-month) in 2020, reflecting strong underwriting profitability[98](index=98&type=chunk) [Net Investment Income and Realized Gains](index=27&type=section&id=Net%20Investment%20Income%20and%20Realized%20Gains) - **Investment income decreased by 20.0%** ($0.5 million) for the three-month period and **16.3%** ($0.8 million) for the six-month period[101](index=101&type=chunk) - The Company had **no net realized investment gains** for the three months ended June 30, 2020, and **$0.2 million** for the six months ended June 30, 2020[102](index=102&type=chunk) [Unrealized Gains (Losses) on Equity Securities](index=27&type=section&id=Unrealized%20Gains%20(Losses)%20on%20Equity%20Securities) - The Company recognized **net unrealized gains of $1.4 million** on equity securities for Q2 2020 but **net unrealized losses of $7.1 million** for the six months ended June 30, 2020, due to market value changes[103](index=103&type=chunk) [Interest Expense](index=27&type=section&id=Interest%20Expense) - **Interest expense decreased by 24.0%** for the three-month period and **18.4%** for the six-month period, mainly due to changes in LIBOR[104](index=104&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company believes invested assets and cash inflows will be sufficient to meet its primary cash needs[105](index=105&type=chunk) - As of June 30, 2020, the **Parent company had $5.2 million in unrestricted cash and investments**[106](index=106&type=chunk) - Insurance subsidiaries reported **statutory net income of $4.7 million** for the six months ended June 30, 2020, a significant improvement from a statutory net loss of $1.7 million in the prior year[107](index=107&type=chunk) - Dividend payments from insurance subsidiaries are limited by state regulations; the Parent received **$1.8 million in dividends** through June 30, 2020[108](index=108&type=chunk) - **Cash and cash equivalents increased from $12.9 million to $16.4 million** in the first six months of 2020[113](index=113&type=chunk) [Expected Impact of COVID-19 on the Company's Financial Condition and Results of Operations](index=29&type=section&id=Expected%20Impact%20of%20COVID-19%20on%20the%20Company's%20Financial%20Condition%20and%20Results%20of%20Operations) - The duration and impact of COVID-19 are unknown, but the Company does **not currently expect a significant decline in liquidity or operating results**[115](index=115&type=chunk) - Earned premiums could be adversely impacted by a weakened economy, leading to slower new sales and reduced retention[116](index=116&type=chunk) - Property and casualty operations are **not expected to see material adverse effects** on benefits and losses[117](index=117&type=chunk)[118](index=118&type=chunk) - Life and health operations may experience a marginal decline in earned premiums, with higher life insurance claims expected to be offset by a decrease in non-medically necessary services[119](index=119&type=chunk)[120](index=120&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and procedures and notes no material changes in internal controls - Management, including the CEO and CFO, concluded that the Company's **disclosure controls and procedures were effective** as of June 30, 2020[123](index=123&type=chunk) - There have been **no material changes in internal control** over financial reporting during the period covered by the report[124](index=124&type=chunk) - The report contains forward-looking statements subject to various risks and uncertainties, and the Company undertakes no obligation to update them[125](index=125&type=chunk) [Part II. Other Information](index=31&type=section&id=Part%20II.%20Other%20Information) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details its common stock repurchase plan, with 325,129 shares remaining available for repurchase - The Board of Directors approved a plan on October 31, 2016, to repurchase up to **750,000 shares** of common stock[126](index=126&type=chunk) Common Stock Repurchases (Three Months Ended June 30, 2020) | 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, 2020 | - | $ - | - | 325,129 | | May 1 – May 31, 2020 | - | - | - | 325,129 | | June 1 – June 30, 2020 | - | - | - | 325,129 | | **Total** | **-** | **$ -** | **-** | | [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and XBRL documents - Exhibits include certifications (31.1, 31.2, 32.1) and XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[129](index=129&type=chunk) [Signatures](index=33&type=section&id=Signatures) The report is duly signed on behalf of the company by its Vice President and Chief Financial Officer - The report was signed by J. Ross Franklin, Vice President and Chief Financial Officer, on **August 11, 2020**[131](index=131&type=chunk)[132](index=132&type=chunk)

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 March 31, 2020 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. ...