Back to GetFilings.com



Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K

     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the Fiscal Year Ended December 31, 2003
 
or
 
o
  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)

(Registrant’s telephone number, including area code)

(404) 266-5500

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

None

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

Common Stock, $1.00 par value

(Title of class)


      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 þ          No 

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendment to this Form 10-K.     þ

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes o          No þ


      The aggregate market value of voting and nonvoting common stock held by non-affiliates of the registrant as of June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter, was $13,284,152. On March 19, 2004 there were 21,272,604 shares of the registrant’s common stock, par value $1.00 per share, outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

      1. Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders, to be held on May 4, 2004, have been incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.

 




TABLE OF CONTENTS

             
Page

 PART I
   Business     2  
       The Company     2  
       Marketing     5  
       Underwriting     6  
       Policyholder and Claims Services     7  
       Reserves     8  
       Reinsurance     11  
       Competition     12  
       Ratings     13  
       Regulation     13  
       NAIC Ratios     14  
       Risk-Based Capital     15  
       Investments     15  
       Employees     16  
       Financial Information by Industry Segment     16  
       Available Information     16  
       Executive Officers of the Registrant     17  
       Forward-Looking Statements     17  
   Properties     18  
   Legal Proceedings     18  
   Submission of Matters to a Vote of Security Holders     18  
 PART II
  Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities     19  
   Selected Financial Data     20  
   Management’s Discussion and Analysis of Financial Condition and Results of Operations     21  
   Quantitative and Qualitative Disclosures About Market Risk     36  
   Financial Statements and Supplementary Data     38  
   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     70  
   Controls and Procedures     70  
 PART III
Item 10.
  Directors and Executive Officers of the Registrant     70  
Item 11.
  Executive Compensation     70  
Item 12.
  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters     70  
Item 13.
  Certain Relationships and Related Transactions     70  
Item 14.
  Principal Accountant Fees and Services     70  
 PART IV
   Exhibits, Financial Statement Schedules and Reports on Form 8-K     71  
 EX-14.1 CODE OF ETHICS
 EX-21.1 SUBSIDIARIES OF THE REGISTRANT
 EX-23.1 CONSENT OF DELOITTE AND TOUCHE LLP
 EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
 EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
 EX-32.1 SECTION 906 CERTIFICATION OF THE CEO/CFO

1


Table of Contents

PART I

 
Item 1. Business

The Company

      Atlantic American Corporation, a Georgia corporation incorporated in 1968 (the “Parent” or “Company”), is a holding company that operates through its subsidiaries in well-defined specialty markets of the life, health, property and casualty insurance industries. Atlantic American’s principal subsidiaries are American Southern Insurance Company and American Safety Insurance Company (collectively known as “American Southern”), Association Casualty Insurance Company and Association Risk Management General Agency, Inc. (collectively known as “Association Casualty”), Georgia Casualty & Surety Company (“Georgia Casualty”) and Bankers Fidelity Life Insurance Company (“Bankers Fidelity”).

      The Company’s strategy is to focus on well-defined geographic, demographic and/or product niches within the insurance market place. The underwriting function of each of the Company’s subsidiaries operates with relative autonomy, which allows for quick reaction to market opportunities. In addition, the Company seeks to develop and expand cross-selling opportunities and other synergies among its subsidiaries as they arise.

 
Casualty Operations

      The Company’s casualty operations are composed of three distinct entities, American Southern, Association Casualty and Georgia Casualty. The primary products offered by the casualty group are described below, followed by an overview of each company.

        Workers’ Compensation Insurance policies provide indemnity and medical benefits to insured workers for injuries sustained in the course of their employment.
 
        Business Automobile Insurance policies provide for bodily injury and/or property damage liability coverage, uninsured motorists coverage and physical damage coverage to commercial accounts.
 
        General Liability Insurance policies cover bodily injury and property damage liability for both premises and completed operations exposures for general classes of business.
 
        Property Insurance policies provide for payment of losses on real and personal property caused by fire or other multiple perils.
 
        Personal Automobile Insurance policies provide for bodily injury and/or property damage liability coverage, uninsured motorists coverage and physical damage coverage to individuals.

      American Southern. American Southern provides tailored fleet automobile and long-haul physical damage insurance coverage, on a multi-year contract basis, to state governments, local municipalities and other large motor pools and fleets (“block accounts”) that can be specifically rated and underwritten. The size of the block accounts insured by American Southern are such that individual class experience generally can be determined, which allows for customized policy terms and rates. American Southern produces business in 20 of the 25 states in the Southeast and Midwest in which it is authorized to conduct business. Additionally, American Southern provides personal automobile insurance to the members of the Carolina Motor Club, Inc. (“AAA Carolinas”), an affiliate of the American Automobile Association. While the majority of American Southern’s premiums are derived from auto liability and auto physical damage, American Southern also provides property, general liability and surety coverage.

2


Table of Contents

      The following table summarizes, for the periods indicated, the allocation of American Southern’s net earned premiums for each of its principal product lines:

                                           
Year Ended December 31,

2003 2002 2001 2000 1999





(In thousands)
Automobile Liability
  $ 17,947     $ 22,748     $ 23,677     $ 22,795     $ 24,573  
Automobile Physical Damage
    9,451       9,829       8,732       7,397       6,112  
General Liability
    5,777       3,647       3,161       3,536       4,302  
Property
    3,819       3,627       3,386       3,383       3,118  
Surety
    364       63       67       61       61  
     
     
     
     
     
 
 
Total
  $ 37,358     $ 39,914     $ 39,023     $ 37,172     $ 38,166  
     
     
     
     
     
 

      Georgia Casualty. Georgia Casualty is a property-casualty insurance company providing workers’ compensation, property, general liability, automobile, umbrella, inland marine and mechanical breakdown coverage to businesses throughout the Southeastern United States. Georgia Casualty’s primary marketing focus is toward small to middle market accounts with low to moderate hazard grades, ranging from $20,000 to $250,000 in written premiums. In addition to the wide range of commercial products available, Georgia Casualty offers customized products for nine classes of business, including, but not limited to, light manufacturing, restaurants, golf clubs and artisan contractors. These products, along with innovative risk management services and exceptional claims handling, are offered through an exclusive network of independent agents. Georgia Casualty is licensed to do business in thirteen states. Its principal marketing territories include Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina and Tennessee.

      The following table summarizes, for the periods indicated, the allocation of Georgia Casualty’s net earned premiums for each of its principal product lines:

                                           
Year Ended December 31,

2003 2002 2001 2000 1999





(In thousands)
Workers’ Compensation
  $ 11,071     $ 10,592     $ 10,744     $ 16,741     $ 13,157  
Business Automobile
    8,767       7,388       5,412       4,918       2,876  
General Liability
    2,272       1,761       2,610       2,531       1,251  
Property
    12,209       10,003       6,813       4,386       2,119  
     
     
     
     
     
 
 
Total
  $ 34,319     $ 29,744     $ 25,579     $ 28,576     $ 19,403  
     
     
     
     
     
 

      Association Casualty. Association Casualty is a property-casualty insurance company that offers workers’ compensation, commercial property, commercial automobile, general liability, umbrella and inland marine coverages throughout Texas. Association Casualty has adopted a strategy consistent with that of Georgia Casualty and is focused on small to middle market accounts with low to moderate hazard grades, ranging from $15,000 to $250,000 in written premium. In addition to this wide range of products, customized coverages are offered to six classes of business, including restaurants, light manufacturing and country clubs. These particular products are coupled with specialized loss control and claims services and are offered through an exclusive network of independent agents. Association Casualty is licensed to do business in eight states.

3


Table of Contents

      The following table summarizes, for the periods indicated, the allocation of Association Casualty’s net earned premiums for each of its principal product lines since its acquisition by the Company.

                                           
Year Ended December 31,

2003 2002 2001 2000 1999(1)





(In thousands)
Workers’ Compensation
  $ 13,196     $ 18,950     $ 22,784     $ 19,051     $ 8,158  
Business Automobile
    2,307       1,811       671       64        
General Liability
    385       221       117       5        
Property
    4,464       3,080       1,001       81        
Group Accident and Health
          182       1,138       909       340  
     
     
     
     
     
 
 
Total
  $ 20,352     $ 24,244     $ 25,711     $ 20,110     $ 8,498  
     
     
     
     
     
 

(1)  Includes results for the period July 1, 1999 through December 31, 1999.

 
Life and Health Operations

      Bankers Fidelity. Bankers Fidelity constitutes the life and health operations of the Company and offers a variety of life and supplemental health products with a focus on the senior markets. Products offered by Bankers Fidelity include: ordinary life, Medicare Supplement, cancer, and other supplemental health insurance products. Health business, primarily Medicare Supplement, accounted for 78.4% of Bankers Fidelity’s net earned premiums in 2003. Life insurance, including both whole and term life insurance policies, accounted for 21.6% of Bankers Fidelity’s premiums in 2003. In terms of the number of policies written in 2003, 34% were life policies and 66% were health policies.

      The following table summarizes, for the periods indicated, the allocation of Bankers Fidelity’s net earned premiums for each of its principal product lines followed by a brief description of the principal products:

                                             
Year Ended December 31,

2003 2002 2001 2000 1999





(In thousands)
Life Insurance
  $ 13,541     $ 15,421     $ 14,096     $ 13,445     $ 12,499  
     
     
     
     
     
 
Medicare Supplement
    46,190       42,298       38,268       31,295       25,822  
Cancer, Accident and Other Health
    2,952       2,878       2,912       2,899       3,206  
     
     
     
     
     
 
 
Total Health
    49,142       45,176       41,180       34,194       29,028  
     
     
     
     
     
 
   
Total
  $ 62,683     $ 60,597     $ 55,276     $ 47,639     $ 41,527  
     
     
     
     
     
 

      Life Products include non-participating individual term and whole life insurance policies with a variety of riders and options.

      Medicare Supplement includes 5 of the 10 standardized Medicare supplement policies created under the Omnibus Budget Reconciliation Act of 1990 (“OBRA 1990”), which are designed to provide insurance coverage for certain expenses not covered by the Medicare program, including copayments and deductibles.

      Cancer, Accident & Other Health Coverages include several policies providing for payment of benefits in connection with the treatment of diagnosed cancer, as well as a number of other policies including short-term care, accident expense, hospital/surgical and disability.

4


Table of Contents

Marketing

 
Casualty Operations

      American Southern. A portion of American Southern’s business is marketed through a small number of specialized, experienced independent agents. Most of American Southern’s agents are paid a moderate up-front commission with the potential for additional commission by participating in a profit sharing arrangement that is directly linked to the profitability of the business generated. In arrangements similar to those with its agents, the premium assumed from some of these parties is adjusted based upon the profitability of the assumed business. American Southern also solicits business from governmental entities. As an experienced writer for certain governmental programs, the company actively pursues this market on a direct basis. Much of this business is priced by means of competitive bid situations and there can be no assurance that the company can retain such business at contract renewal. During 1998, American Southern formed American Auto Club Insurance Agency, LLC in a 50/50 joint venture with AAA Carolinas to market personal automobile insurance to the members of the automobile club. This program produced gross written premiums of approximately $8.3 million during 2003.

      Association Casualty. Association Casualty is represented by a field force of 69 independent agencies with 92 locations in Texas for the sale and distribution of its insurance products. Each agency is a party to a standard agency contract that sets forth the commission structure and other terms and can be terminated by either party. Association Casualty also offers a contingent profit sharing arrangement that allows agents to earn additional commissions when specific loss experience and premium growth goals are achieved. Marketing efforts are handled by an experienced staff of insurance professionals, and complimented by the assistance of the underwriting, loss control and claims staffs.

      Georgia Casualty. Georgia Casualty is represented by a field force of 60 independent agencies with 101 locations in eight states for the sale and distribution of its insurance products. Each agency is a party to a standard agency contract that sets forth the commission structure and other terms and can be terminated by either party. Georgia Casualty also offers a contingent profit-sharing arrangement that allows agents to earn additional commissions when specific loss experience and premium growth goals are achieved. Marketing efforts, directed by experienced marketing professionals, are complimented by the underwriting, risk management, and audit staffs of Georgia Casualty, who are available to assist agents in the presentation of all insurance products and services to their insureds.

 
Life and Health Operations

      Bankers Fidelity. Bankers Fidelity markets its policies through commissioned, independent agents. In general, Bankers Fidelity enters contractual arrangements with general agents who, in turn, contract with independent agents. The standard agreements set forth the commission arrangements and are terminable by either party upon thirty days written notice. General agents receive an override commission on sales made by agents contracted by them. Management believes utilizing experienced agents as well as independent general agents who recruit and train their own agents, is cost effective. All independent agents are compensated on a pure commission basis. Using independent agents also enables Bankers Fidelity to expand or contract its sales forces at any time without incurring significant additional expense.

      Bankers Fidelity has implemented a selective agent qualification process and had 2,533 licensed agents as of December 31, 2003. The agents concentrate their sales activities in either the accident and health or life insurance product lines. During 2003, a total of 885 agents wrote policies on behalf of Bankers Fidelity.

      Products of Bankers Fidelity compete directly with products offered by other insurance companies, as agents may represent several insurance companies. Bankers Fidelity, in an effort to motivate agents to market its products, offers the following agency services: a unique lead system, competitive products and commission structures, efficient claims service, prompt payment of commissions that immediately vest, simplified policy issue procedures, periodic sales incentive programs and, in some cases, protected sales territories determined based on specific counties and/or zip codes.

5


Table of Contents

      Bankers Fidelity utilizes a distribution sales system which is centered around a lead generation plan that rewards qualified agents with leads in accordance with monthly production goals. In addition, a protected territory is established for each qualified agent, which entitles them to all leads produced within that territory. The territories are zip code or county based and encompass sufficient geographical territory to produce a minimum senior population of 12,000. Bankers Fidelity also recruits at a general agent level rather than at a managing general agent level in an effort to reduce commission expenses further.

      The Company believes this distribution system solves an agent’s most important dilemma — prospecting — and allows Bankers Fidelity to build long-term relationships with individual producers who view Bankers Fidelity as their primary company. In addition, management believes that Bankers Fidelity’s product line is less sensitive to competitor pricing and commissions because of the perceived value of the protected territory and the lead generation plan. In protected geographical areas, production per agent compares favorably to unprotected areas served by the general brokerage division.

Underwriting

 
Casualty Operations

      American Southern specializes in the handling of block accounts, such as states and municipalities that generally are sufficiently large to establish separate class experience, relying upon the underwriting expertise of its agents. In contrast, Georgia Casualty and Association Casualty internally underwrite all of their accounts.

      During the course of the policy year, extensive use is made of risk management representatives to assist underwriters in identifying and correcting potential loss exposures and to pre-inspect a majority of the new underwritten accounts. The results of each product line are reviewed on a stand-alone basis. When the results are below expectations, management takes appropriate corrective action which may include raising rates, reviewing underwriting standards, reducing commissions paid to agents, altering or declining to renew accounts at expiration, and/or terminating agencies with an unprofitable book of business.

      American Southern also acts as a reinsurer with respect to all of the risks associated with certain automobile policies issued by various state administrative agencies, naming the state and various local governmental entities as insureds. Premiums written from such policies constituted $5.5 million, or 12.5%, of American Southern’s gross premiums written in 2003 as compared to $18.7 million in 2002 and $20.4 million in 2001.

 
Life and Health Operations

      Bankers Fidelity issues a variety of products for both life and health, which includes senior life products typically with small face amounts of not less than $1,000 and up to $30,000 and Medicare Supplement. The majority of its products are “Yes” or “No” applications that are underwritten on a non-medical basis. Bankers Fidelity offers products to all age groups; however its primary focus is the senior market. For life products other than the senior market, Bankers Fidelity may require medical information such as medical examinations subject to age and face amount based on published guidelines. Approximately 95% of the net premiums earned for both life and health insurance sold during 2003 were derived from insurance written below Bankers Fidelity’s medical limits. For the senior market, Bankers Fidelity issues products primarily on an accept-or-reject basis with face amounts up to $30,000 for ages 45-70, $20,000 for ages 71-80 and $10,000 for ages 81-85. Bankers Fidelity retains a maximum amount of $50,000 with respect to any individual life (see “Reinsurance”).

      Applications for insurance are reviewed to determine the face amount, age, and medical history. Depending upon information obtained from the insured, Medical Information Bureau (M.I.B.) report, paramedical testing, and/or medical records, special testing may be ordered. If deemed necessary, Bankers Fidelity may use investigative services to supplement and substantiate information. For certain limited coverages, Bankers Fidelity has adopted simplified policy issue procedures by which an application containing a variety of Yes/No health related questions is submitted. For these plans, a M.I.B. report is

6


Table of Contents

ordered, however, paramedical testing and medical records are not ordered in most cases. All applications for individuals age 60 and above are verified by telephone interview.

Policyholder and Claims Services

      The Company believes that prompt, efficient policyholder and claims services are essential to its continued success in marketing its insurance products (see “Competition”). Additionally, the Company believes that its insureds are particularly sensitive to claims processing time and to the accessibility of qualified staff to answer inquiries. Accordingly, the Company’s policyholder and claims services seek to offer expeditious disposition of service requests by providing toll-free access to all customers, 24-hour claim reporting services, and direct computer links with some of its largest accounts. The Company also utilizes a state-of-the-art automatic call distribution system to insure that inbound calls to customer service support groups are processed efficiently. Operational data generated from this system allows management to further refine ongoing client service programs and service representative training modules.

      The Company supports a Customer Awareness Program as the basis for its customer service philosophy. All personnel are required to attend customer service classes. Customer service hours of operations have been expanded in all service areas to serve customers and agents in all time zones.

 
Casualty Operations

      American Southern, Association Casualty, and Georgia Casualty control their claims costs by utilizing an in-house staff of claim supervisors to investigate, verify, negotiate and settle claims. Upon notification of an occurrence purportedly giving rise to a claim, the claims department conducts a preliminary investigation, determines whether an insurable event has occurred and, if so, records the claim. The casualty companies frequently utilize independent adjusters and appraisers to service claims which require on-site inspections.

 
Life and Health Operations

      Insureds obtain claim forms by calling the claims department customer service group. To shorten claim processing time, a letter detailing all supporting documents that are required to complete a claim for a particular policy is sent to the customer along with the correct claim form. With respect to life policies, the claim is entered into Bankers Fidelity’s claims system when the proper documentation is received. Properly documented claims are generally paid within three to nine business days of receipt. With regard to Medicare Supplement policies, the claim is either directly billed to Bankers Fidelity by the provider or sent electronically by using a Medicare clearing house.

7


Table of Contents

Reserves

      The following table sets forth information concerning the Company’s reserves for losses and claims and reserves for loss adjustment expenses (“LAE”) for the periods indicated:

                             
Year Ended December 31,

2003 2002 2001



(In thousands)
Balance at January 1
  $ 148,691     $ 143,515     $ 133,220  
Less: Reinsurance recoverables
    (39,380 )     (47,729 )     (38,851 )
     
     
     
 
 
Net balance at January 1
    109,311       95,786       94,369  
     
     
     
 
Incurred related to:
                       
 
Current year
    98,536       104,724       108,068  
 
Prior years
    139       (57 )     (2,415 )
     
     
     
 
   
Total incurred
    98,675       104,667       105,653  
     
     
     
 
Paid related to:
                       
 
Current year
    56,229       52,253       59,506  
 
Prior years
    43,417       38,889       44,730  
     
     
     
 
   
Total paid
    99,646       91,142       104,236  
     
     
     
 
Net balance at December 31
    108,340       109,311       95,786  
Plus: Reinsurance recoverables
    41,752       39,380       47,729  
     
     
     
 
Balance at December 31
  $ 150,092     $ 148,691     $ 143,515  
     
     
     
 
 
Casualty Operations

      Atlantic American’s casualty operations maintain loss reserves representing estimates of amounts necessary for payment of losses and LAE. The casualty operations also maintain incurred but not reported reserves and bulk reserves for future development. These loss reserves are estimates, based on known facts and circumstances at a given point in time, of amounts the insurer expects to pay on incurred claims. All balances are reviewed quarterly and annually by qualified internal actuaries. Reserves for LAE are intended to cover the ultimate costs of settling claims, including investigation and defense of lawsuits resulting from such claims. Loss reserves for reported claims are based on a case-by-case evaluation of the type of claim involved, the circumstances surrounding the claim, and the policy provisions relating to the type of loss along with anticipated future development. The LAE for claims reported and claims not reported is based on historical statistical data and anticipated future development. Inflation and other factors which may affect claim payments are implicitly reflected in the reserving process through analysis of cost trends and reviews of historical reserve results.

      The casualty operations establish reserves for claims based upon: (a) management’s estimate of ultimate liability and claims adjusters’ evaluations for unpaid claims reported prior to the close of the accounting period, (b) estimates of incurred but not reported claims based on past experience, and (c) estimates of LAE. The estimated liability is continually reviewed and updated, and changes to the estimated liability are recorded in the statement of operations in the year in which such changes become known.

8


Table of Contents

      The table on the following page sets forth the development of the balance sheet reserves for unpaid losses and claims determined using generally accepted accounting principles of the casualty operations’ insurance lines for 1993 through 2003. Development from acquired companies are included from the year of acquisition. Specifically excluded from the table on the following page are the life and health division’s claims reserves, which are included in the consolidated loss and claims reserves. The top line of the table represents the estimated amount of losses and LAE for claims arising in all prior years that were unpaid at the balance sheet date for each of the indicated periods, including an estimate of losses that have been incurred but not yet reported. The amounts represent initial reserve estimates at the respective balance sheet dates for the current and all prior years. The next portion of the table shows the cumulative amounts paid with respect to claims in each succeeding year. The lower portion of the table shows the re-estimated amounts of previously recorded reserves based on experience as of the end of each succeeding year.

      The reserve estimates are modified as more information becomes known about the frequency and severity of claims for individual years. The “cumulative redundancy or deficiency” for each year represents the aggregate change in such year’s estimates through the end of 2003. In evaluating this information, it should be noted that the amount of the redundancy or deficiency for any year represents the cumulative amount of the changes from initial reserve estimates for such year. Operations for any year may be affected, favorably or unfavorably, by the amount of the change in the estimate for such years; however, because such analysis is based on the reserves for unpaid losses and claims, before consideration of reinsurance, the total indicated redundancies and/or deficiencies may not ultimately be reflected in the Company’s net income. Further, conditions and trends that have affected development of the reserves in the past may not necessarily occur in the future and