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

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

For the quarterly period ended June 30, 2015
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-3722

ATLANTIC AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)

Georgia
58-1027114
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

4370 Peachtree Road, N.E.,
30319
Atlanta, Georgia
(Address of principal executive offices)
(Zip Code)

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

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

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

The total number of shares of the registrant's Common Stock, $1 par value, outstanding on August 6, 2015 was 20,592,690.
 

ATLANTIC AMERICAN CORPORATION

TABLE OF CONTENTS
 
Part I.       Financial Information
Page No.
     
Item 1.
     
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
Item 2.
 17
     
Item 4.
24
     
Part II.     Other Information
  
     
Item 2.
25
     
Item 6.
25
     
26

PART I.  FINANCIAL INFORMATION
Item 1.      Financial Statements

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

ASSETS
 
   
Unaudited
      
   
June 30,
2015
    
December 31,
2014
  
Cash and cash equivalents
  
$
32,927
    
$
16,375
  
Investments:
                
Fixed maturities (cost: $197,833 and $207,568)
    
198,220
      
214,888
  
Common and non-redeemable preferred stocks (cost: $11,969 and $11,969)
    
22,713
      
18,924
  
Other invested assets (cost: $2,382 and $2,995)
    
2,382
      
2,995
  
Policy loans
    
2,161
      
2,202
  
Real estate
    
38
      
38
  
Investment in unconsolidated trusts
    
1,238
      
1,238
  
Total investments
    
226,752
      
240,285
  
Receivables:
                
Reinsurance
    
13,752
      
14,348
  
Insurance premiums and other (net of allowance for doubtful accounts: $443 and $439)
    
18,195
      
10,728
  
Deferred acquisition costs
    
27,447
      
26,981
  
Other assets
    
5,608
      
5,747
  
Intangibles
    
2,544
      
2,544
  
Total assets
  
$
327,225
    
$
317,008
  
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
                 
Insurance reserves and policyholder funds:
                
Future policy benefits
  
$
71,108
    
$
70,845
  
Unearned premiums
    
32,276
      
24,544
  
Losses and claims
    
64,812
      
66,625
  
Other policy liabilities
    
1,379
      
2,080
  
Total insurance reserves and policyholder funds
    
169,575
      
164,094
  
Accounts payable and accrued expenses
    
18,032
      
13,586
  
Deferred income taxes, net
    
338
      
1,395
  
Junior subordinated debenture obligations, net
    
33,738
      
33,738
  
Total liabilities
    
221,683
      
212,813
  
                 
Commitments and contingencies (Note 7)
                
Shareholders’ equity:
                
Preferred stock, $1 par, 4,000,000 shares authorized; Series D preferred, 55,000 shares issued and outstanding; $5,500 redemption value
    
55
      
55
  
Common stock, $1 par, 50,000,000 shares authorized; shares issued: 22,400,894; shares outstanding: 20,609,013 and 20,600,039
    
22,401
      
22,401
  
Additional paid-in capital
    
56,613
      
56,491
  
Retained earnings
    
25,291
      
21,866
  
Accumulated other comprehensive income
    
7,235
      
9,279
  
Unearned stock grant compensation
    
(514
)
    
(460
)
Treasury stock, at cost: 1,791,881 and 1,800,855 shares
    
(5,539
)
    
(5,437
)
Total shareholders’ equity
    
105,542
      
104,195
  
Total liabilities and shareholders’ equity
  
$
327,225
    
$
317,008
  

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; Dollars in thousands, except per share data)

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
Revenue:
                
Insurance premiums
  
$
38,104
    
$
38,456
    
$
75,490
    
$
76,874
  
Investment income
    
2,494
      
2,599
      
5,091
      
5,197
  
Realized investment gains, net
    
4,148
      
485
      
5,099
      
593
  
Other income
    
26
      
46
      
41
      
82
  
Total revenue
    
44,772
      
41,586
      
85,721
      
82,746
  
                                 
Benefits and expenses:
                                
Insurance benefits and losses incurred
    
26,383
      
27,069
      
51,624
      
53,897
  
Commissions and underwriting expenses
    
10,487
      
10,074
      
21,208
      
19,981
  
Interest expense
    
354
      
434
      
703
      
863
  
Other expense
    
3,359
      
3,023
      
6,987
      
6,026
  
Total benefits and expenses
    
40,583
      
40,600
      
80,522
      
80,767
  
Income before income taxes
    
4,189
      
986
      
5,199
      
1,979
  
Income tax expense
    
844
      
109
      
1,163
      
282
  
Net income
    
3,345
      
877
      
4,036
      
1,697
  
Preferred stock dividends
    
(100
)
    
(118
)
    
(199
)
    
(236
)
Net income applicable to common shareholders
  
$
3,245
    
$
759
    
$
3,837
    
$
1,461
  
                                 
Earnings per common share (basic)
  
$
.16
    
$
.04
    
$
.19
    
$
.07
  
Earnings per common share (diluted)
  
$
.15
    
$
.04
    
$
.18
    
$
.07
  

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; Dollars in thousands)

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
Net income
  
$
3,345
    
$
877
    
$
4,036
    
$
1,697
  
Other comprehensive income (loss):
                                
Available-for-sale securities:
                                
Gross unrealized holding gain (loss) arising in the period
    
(3,766
)
    
8,290
      
1,955
      
9,730
  
Related income tax effect
    
1,318
      
(2,902
)
    
(685
)
    
(3,406
)
Less: reclassification adjustment for net realized gains included in net income (1)
    
(4,148
)
    
(485
)
    
(5,099
)
    
(593
)
Related income tax effect (2)
    
1,452
      
170
      
1,785
      
208
  
Net effect on other comprehensive income (loss)
    
(5,144
)
    
5,073
      
(2,044
)
    
5,939
  
Total comprehensive income (loss)
  
$
(1,799
)
  
$
5,950
    
$
1,992
    
$
7,636
  

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

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited; Dollars in thousands)

 
 
Six Months Ended June 30, 2015
  
Preferred
Stock
    
Common
Stock
    
Additional
Paid-In
Capital
    
Retained Earnings
    
Accumulated
Other
Comprehensive
Income
    
Unearned Stock Grant Compensation
    
Treasury
Stock
    
Total
  
Balance, December 31, 2014
  
$
55
    
$
22,401
    
$
56,491
    
$
21,866
    
$
9,279
    
$
(460
)
  
$
(5,437
)
  
$
104,195
  
Net income
    
-
      
-
      
-
      
4,036
      
-
      
-
      
-
      
4,036
  
Other comprehensive loss, net of tax
    
-
      
-
      
-
      
-
      
(2,044
)
    
-
      
-
      
(2,044
)
Dividends on common stock
    
-
      
-
      
-
      
(412
)
    
-
      
-
      
-
      
(412
)
Dividends accrued on preferred stock
    
-
      
-
      
-
      
(199
)
    
-
      
-
      
-
      
(199
)
Restricted stock grants
    
-
      
-
      
106
      
-
      
-
      
(184
)
    
78
      
-
  
Amortization of unearned compensation
    
-
      
-
      
-
      
-
      
-
      
130
      
-
      
130
  
Purchase of shares for treasury
    
-
      
-
      
-
      
-
      
-
      
-
      
(191
)
    
(191
)
Issuance of shares under stock plans
    
-
      
-
      
16
      
-
      
-
      
-
      
11
      
27
  
Balance, June 30, 2015
  
$
55
    
$
22,401
    
$
56,613
    
$
25,291
    
$
7,235
    
$
(514
)
  
$
(5,539
)
  
$
105,542
  
                                                                 
Six Months Ended June 30, 2014
                                                                
Balance, December 31, 2013
  
$
65
    
$
22,401
    
$
57,103
    
$
18,738
    
$
6,204
    
$
(485
)
  
$
(3,099
)
  
$
100,927
  
Net income
    
-
      
-
      
-
      
1,697
      
-
      
-
      
-
      
1,697
  
Other comprehensive income, net of tax
    
-
      
-
      
-
      
-
      
5,939
      
-
      
-
      
5,939
  
Dividends on common stock
    
-
      
-
      
-
      
(422
)
    
-
      
-
      
-
      
(422
)
Dividends accrued on preferred stock
    
-
      
-
      
-
      
(236
)
    
-
      
-
      
-
      
(236
)
Restricted stock grants
    
-
      
-
      
101
      
-
      
-
      
(177
)
    
76
      
-
  
Amortization of unearned compensation
    
-
      
-
      
-
      
-
      
-
      
186
      
-
      
186
  
Purchase of shares for treasury
    
-
      
-
      
-
      
-
      
-
      
-
      
(1,513
)
    
(1,513
)
Issuance of shares under stock plans
    
-
      
-
      
35
      
-
      
-
      
-
      
24
      
59
  
Balance, June 30, 2014
  
$
65
    
$
22,401
    
$
57,239
    
$
19,777
    
$
12,143
    
$
(476
)
  
$
(4,512
)
  
$
106,637
  

The accompanying notes are an integral part of these consolidated financial statements.

ATLANTIC AMERICAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)

   
Six Months Ended
June 30,
  
   
2015
    
2014
  
CASH FLOWS FROM OPERATING ACTIVITIES:
        
Net income
  
$
4,036
    
$
1,697
  
Adjustments to reconcile net income to net cash used in operating activities:
                
Amortization of deferred acquisition costs
    
5,352
      
5,484
  
Acquisition costs deferred
    
(5,818
)
    
(5,159
)
Realized investment gains, net
    
(5,099
)
    
(593
)
Increase in insurance reserves
    
5,481
      
9,424
  
Compensation expense related to share awards
    
130
      
186
  
Depreciation and amortization
    
567
      
424
  
Deferred income tax expense
    
44
      
153
  
Increase in receivables, net
    
(6,871
)
    
(8,940
)
Increase (decrease) in other liabilities
    
290
      
(3,080
)
Other, net
    
(31
)
    
(132
)
Net cash used in operating activities
    
(1,919
)
    
(536
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                
Proceeds from investments sold, called or matured
    
73,596
      
27,200
  
Investments purchased
    
(54,374
)
    
(27,379
)
Additions to property and equipment
    
(175
)
    
(2,752
)
Net cash provided by (used in) investing activities
    
19,047
      
(2,931
)
 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Payment of dividends on common stock
    
(412
)
    
(422
)
Proceeds from shares issued under stock plans
    
27
      
59
  
Purchase of shares for treasury
    
(191
)
    
(1,513
)
Net cash used in financing activities
    
(576
)
    
(1,876
)
                 
Net increase (decrease) in cash and cash equivalents
    
16,552
      
(5,343
)
Cash and cash equivalents at beginning of period
    
16,375
      
33,102
  
Cash and cash equivalents at end of period
  
$
32,927
    
$
27,759
  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
                
Cash paid for interest
  
$
703
    
$
866
  
Cash paid for income taxes
  
$
465
    
$
442
  

The accompanying notes are an integral part of these consolidated financial statements.

 ATLANTIC AMERICAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited; Dollars in thousands, except per share amounts)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Atlantic American Corporation (the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”).  All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.  The unaudited condensed consolidated financial statements included herein and these related notes should be read in conjunction with the Company’s consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”).  The Company’s financial condition and results of operations as of and for the three month and six month periods ended June 30, 2015 are not necessarily indicative of the financial condition or results of operations that may be expected for the year ending December 31, 2015 or for any other future period.

The Company’s significant accounting policies have not changed materially from those set out in the Company’s 2014 Annual Report.

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

Note 2. Recently Issued Accounting Standards

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-09, Disclosures about Short-Duration Contracts (“ASU 2015-09”). The main objective of ASU 2015-09 is to enhance disclosures about the liability for unpaid claims and claim adjustment expenses, specifically the development of claims, the frequency and severity of claims, and expanded disclosures about reserves that are discounted.  ASU 2015-09 will also require insurance entities to disclose information about significant changes in methodologies and assumptions used to calculate the liability for unpaid claims and claim adjustment expenses, including reasons for the change and effects on the financial statements.  The amendments in ASU 2015-09 are effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016.  Since ASU 2015-09 is a disclosure only update, the Company does not expect its adoption to have a material impact on the Company’s financial condition or results of operations.

Note 3. Segment Information

The Company’s primary operating subsidiaries, American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”) and Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company (together known as “Bankers Fidelity”) operate in two principal business units, each focusing on specific products.  American Southern operates in the property and casualty insurance market, while Bankers Fidelity operates in the life and health insurance market.  Each business unit is managed independently and is evaluated on its individual performance.  The following sets forth the revenue and income before income taxes for each business unit for the three month and six month periods ended June 30, 2015 and 2014.

Revenues
  
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
American Southern
  
$
15,664
    
$
14,147
    
$
30,436
    
$
28,348
  
Bankers Fidelity
    
28,820
      
27,293
      
54,890
      
54,131
  
Corporate and Other
    
288
      
146
      
395
      
267
  
Total revenue
  
$
44,772
    
$
41,586
    
$
85,721
    
$
82,746
  

Income Before Income Taxes
  
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
American Southern
  
$
1,824
    
$
1,138
    
$
3,673
    
$
2,195
  
Bankers Fidelity
    
3,900
      
1,134
      
5,090
      
2,782
  
Corporate and Other
    
(1,535
)
    
(1,286
)
    
(3,564
)
    
(2,998
)
Income before income taxes
  
$
4,189
    
$
986
    
$
5,199
    
$
1,979
  
 
Note 4. Junior Subordinated Debentures

The Company has two unconsolidated Connecticut statutory business trusts, which exist for the exclusive purposes of: (i) issuing trust preferred securities (“Trust Preferred Securities”) representing undivided beneficial interests in the assets of the trusts; (ii) investing the gross proceeds of the Trust Preferred Securities in junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) of Atlantic American; and (iii) engaging in those activities necessary or incidental thereto.

The financial structure of each of Atlantic American Statutory Trust I and II as of June 30, 2015 was as follows:

   
Atlantic American
Statutory Trust I
    
Atlantic American
Statutory Trust II
  
JUNIOR SUBORDINATED DEBENTURES (1) (2)
        
Principal amount owed
  
$
18,042
    
$
23,196
  
Balance June 30, 2015
  
$
18,042
    
$
23,196
  
Less: Treasury debt (3)
    
-
      
(7,500
)
Net balance June 30, 2015
  
$
18,042
    
$
15,696
  
Net balance December 31, 2014
  
$
18,042
    
$
15,696
  
Coupon rate
  
LIBOR + 4.00%
    
LIBOR + 4.10%
  
Interest payable
  
Quarterly
    
Quarterly
  
Maturity date
  
December 4, 2032
    
May 15, 2033
  
Redeemable by issuer
  
Yes
    
Yes
  
TRUST PREFERRED SECURITIES
                
Issuance date
  
December 4, 2002
    
May 15, 2003
  
Securities issued
    
17,500
      
22,500
  
Liquidation preference per security
  
$
1
    
$
1
  
Liquidation value
    
17,500
      
22,500
  
Coupon rate
  
LIBOR + 4.00%
    
LIBOR + 4.10%
  
Distribution payable
  
Quarterly
    
Quarterly
  
Distribution guaranteed by (4)
  
Atlantic American Corporation
    
Atlantic American Corporation
  

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

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

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

(4) The Parent has guaranteed, on a subordinated basis, all of the obligations under the Trust Preferred Securities, including payment of the redemption price and any accumulated and unpaid distributions to the extent of available funds and upon dissolution, winding up or liquidation.

Note 5. Earnings Per Common Share

A reconciliation of the numerator and denominator used in the earnings per common share calculations is as follows:

   
Three Months Ended
June 30, 2015
  
   
 
Income
    
Shares
(In thousands)
    
Per Share Amount
  
Basic Earnings Per Common Share:
            
Net income
  
$
3,345
      
20,573
      
Less preferred stock dividends
    
(100
)
    
-
      
Net income applicable to common shareholders
    
3,245
      
20,573
    
$
.16
  
Diluted Earnings Per Common Share:
                        
Effect of Series D preferred stock
    
100
      
1,378
          
Net income applicable to common shareholders
  
$
3,345
      
21,951
    
$
.15
  
 
   
Three Months Ended
June 30, 2014
   
 
Income
    
Shares
(In thousands)
  
Per Share
Amount
Basic and Diluted Earnings Per Common Share:
            
Net income
  
$
877
      
20,816
    
Less preferred stock dividends
    
(118
)
    
-
    
Net income applicable to common shareholders
  
$
759
      
20,816
   $
            .04
 
   
Six Months Ended
June 30, 2015
  
   
 
Income
    
Shares
(In thousands)
    
Per Share
Amount
  
Basic Earnings Per Common Share:
            
Net income
  
$
4,036
      
20,582
      
Less preferred stock dividends
    
(199
)
    
-
      
Net income applicable to common shareholders
    
3,837
      
20,582
    
$
.19
  
Diluted Earnings Per Common Share:
                        
Effect of Series D preferred stock
    
199
      
1,378
          
Net income applicable to common shareholders
  
$
4,036
      
21,960
    
$
.18
  

   
Six Months Ended
June 30, 2014
   
 
Income
    
Shares
(In thousands)
  
Per Share
Amount
Basic and Diluted Earnings Per Common Share:
            
Net income
  
$
1,697
      
20,944
    
Less preferred stock dividends
    
(236
)
    
-
    
Net income applicable to common shareholders
  
$
1,461
      
20,944
   $
            .07
 
The assumed conversion of the Company’s Series D preferred stock was excluded from the earnings per common share calculation for the three month and six month periods ended June 30, 2014 since its impact would have been antidilutive.
 
-9-
Note 6.
Income Taxes

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

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
Federal income tax provision at statutory rate of 35%
  
$
1,466
    
$
345
    
$
1,820
    
$
693
  
Dividends-received deduction
    
(27
)
    
(30
)
    
(54
)
    
(61
)
Small life insurance company deduction
    
(605
)
    
(45
)
    
(623
)
    
(161
)
Other permanent differences
    
10
      
9
      
20
      
19
  
Change in asset valuation allowance due to change in judgment relating to realizability of deferred tax assets
    
-
      
(170
)
    
-
      
(208
)
Income tax expense
  
$
844
    
$
109
    
$
1,163
    
$
282
  

The components of income tax expense were:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
Current - Federal
  
$
1,108
    
$
66
    
$
1,119
    
$
129
  
Deferred - Federal
    
(264
)
    
213
      
44
      
361
  
Change in deferred tax asset valuation allowance
    
-
      
(170
)
    
-
      
(208
)
Total
  
$
844
    
$
109
    
$
1,163
    
$
282
  

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2015 resulted from the dividends-received deduction (“DRD”) and the small life insurance company deduction (“SLD”).  The current estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from investments as well as the amount of the Company’s taxable income.  The SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income (“LICTI”).  The SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3,000 and is ultimately phased out at $15,000.

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2014 resulted from the DRD, the SLD and the change in deferred tax asset valuation allowance.  The change in deferred tax asset valuation allowance was due to the utilization of certain capital loss carryforward benefits that had been previously reduced to zero through an existing valuation allowance reserve.  All unused capital loss carryforwards expired at the end of 2014.

Note 7.
Commitments and Contingencies

From time to time, the Company is, and expects to continue to be, involved in various claims and lawsuits incidental to and in the ordinary course of its businesses.  In the opinion of management, any such known claims are not expected to have a material effect on the financial condition or results of operations of the Company.
 
-10-
Note 8.
Investments

The following tables set forth the carrying value, gross unrealized gains, gross unrealized losses and amortized cost of the Company’s investments, aggregated by type and industry, as of June 30, 2015 and December 31, 2014.
Investments were comprised of the following:
   
June 30, 2015
  
   
 
Carrying
Value
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
 
Amortized
Cost
  
Fixed maturities:
                
Bonds:
                
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  
$
26,506
    
$
334
    
$
538
    
$
26,710
  
Obligations of states and political subdivisions
    
24,642
      
544
      
848
      
24,946
  
Corporate securities:
                                
Utilities and telecom
    
17,655
      
1,575
      
317
      
16,397
  
Financial services
    
48,434
      
1,995
      
930
      
47,369
  
Other business – diversified
    
59,255
      
917
      
1,728
      
60,066
  
Other consumer – diversified
    
21,282
      
160
      
780
      
21,902
  
Total corporate securities
    
146,626
      
4,647
      
3,755
      
145,734
  
Redeemable preferred stocks:
                                
Financial services
    
253
      
3
      
-
      
250
  
Other consumer – diversified
    
193
      
-
      
-
      
193
  
Total redeemable preferred stocks
    
446
      
3
      
-
      
443
  
Total fixed maturities
    
198,220
      
5,528
      
5,141
      
197,833
  
Equity securities:
                                
Common and non-redeemable preferred stocks:
                                
Utilities and telecom
    
1,398
      
434
      
-
      
964
  
Financial services
    
6,020
      
692
      
16
      
5,344
  
Other business – diversified
    
205
      
158
      
-
      
47
  
Other consumer – diversified
    
15,090
      
9,476
      
-
      
5,614
  
Total equity securities
    
22,713
      
10,760
      
16
      
11,969
  
Other invested assets
    
2,382
      
-
      
-
      
2,382
  
Policy loans
    
2,161
      
-
      
-
      
2,161
  
Real estate
    
38
      
-
      
-
      
38
  
Investments in unconsolidated trusts
    
1,238
      
-
      
-
      
1,238
  
Total investments
  
$
226,752
    
$
16,288
    
$
5,157
    
$
215,621
  
 
-11-
   
December 31, 2014
  
   
 
Carrying
Value
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
 
Amortized
Cost
  
Fixed maturities:
                
Bonds:
                
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  
$
33,898
    
$
1,459
    
$
30
    
$
32,469
  
Obligations of states and political subdivisions
    
11,459
      
681
      
-
      
10,778
  
Corporate securities:
                                
Utilities and telecom
    
13,980
      
2,355
      
-
      
11,625
  
Financial services
    
59,224
      
3,404
      
588
      
56,408
  
Other business – diversified
    
70,139
      
2,076
      
1,830
      
69,893
  
Other consumer – diversified
    
25,388
      
332
      
547
      
25,603
  
Total corporate securities
    
168,731
      
8,167
      
2,965
      
163,529
  
Redeemable preferred stocks:
                                
Financial services
    
608
      
8
      
-
      
600
  
Other consumer – diversified
    
192
      
-
      
-
      
192
  
Total redeemable preferred stocks
    
800
      
8
      
-
      
792
  
Total fixed maturities
    
214,888
      
10,315
      
2,995
      
207,568
  
Equity securities:
                                
Common and non-redeemable preferred stocks:
                                
Utilities and telecom
    
1,403
      
439
      
-
      
964
  
Financial services
    
6,083
      
739
      
-
      
5,344
  
Other business – diversified
    
226
      
179
      
-
      
47
  
Other consumer – diversified
    
11,212
      
5,598
      
-
      
5,614
  
Total equity securities
    
18,924
      
6,955
      
-
      
11,969
  
Other invested assets
    
2,995
      
-
      
-
      
2,995
  
Policy loans
    
2,202
      
-
      
-
      
2,202
  
Real estate
    
38
      
-
      
-
      
38
  
Investments in unconsolidated trusts
    
1,238
      
-
      
-
      
1,238
  
Total investments
  
$
240,285
    
$
17,270
    
$
2,995
    
$
226,010
  

The carrying value and amortized cost of the Company’s investments in fixed maturities at June 30, 2015 by contractual maturity were as follows.  Actual maturities may differ from contractual maturities because issuers may call or prepay obligations with or without call or prepayment penalties.

   
June 30, 2015
  
   
Carrying
Value
    
Amortized
Cost
  
Due in one year or less
  
$
3,190
    
$
3,119
  
Due after one year through five years
    
19,258
      
18,616
  
Due after five years through ten years
    
86,031
      
86,435
  
Due after ten years
    
88,632
      
88,668
  
Varying maturities
    
1,109
      
995
  
Totals
  
$
198,220
    
$
197,833
  
 
-12-
The following table sets forth the carrying value, amortized cost, and net unrealized gains (losses) of the Company’s investments aggregated by industry as of June 30, 2015 and December 31, 2014.

   
June 30, 2015
    
December 31, 2014
  
   
Carrying
Value
    
Amortized
Cost
    
Unrealized
Gains (Losses)
    
Carrying
Value
    
Amortized
Cost
    
Unrealized
Gains
  
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  
$
26,506
    
$
26,710
    
$
(204
)
  
$
33,898
    
$
32,469
    
$
1,429
  
Obligations of states and political subdivisions
    
24,642
      
24,946
      
(304
)
    
11,459
      
10,778
      
681
  
Utilities and telecom
    
19,053
      
17,361
      
1,692
      
15,383
      
12,589
      
2,794
  
Financial services
    
54,707
      
52,963
      
1,744
      
65,915
      
62,352
      
3,563
  
Other business – diversified
    
59,460
      
60,113
      
(653
)
    
70,365
      
69,940
      
425
  
Other consumer – diversified
    
36,565
      
27,709
      
8,856
      
36,792
      
31,409
      
5,383
  
Other investments
    
5,819
      
5,819
      
-
      
6,473
      
6,473
      
-
  
Investments
  
$
226,752
    
$
215,621
    
$
11,131
    
$
240,285
    
$
226,010
    
$
14,275
  

The following tables present the Company’s unrealized loss aging for securities by type and length of time the security was in a continuous unrealized loss position as of June 30, 2015 and December 31, 2014.

   
June 30, 2015
  
   
Less than 12 months
    
12 months or longer
    
Total
  
   
Fair
Value
    
Unrealized Losses
    
Fair
Value
    
Unrealized Losses
    
Fair
Value
    
Unrealized Losses
  
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  
$
15,390
    
$
537
    
$
503
    
$
1
    
$
15,893
    
$
538
  
Obligations of states and political subdivisions
    
19,491
      
848
      
-
      
-
      
19,491
      
848
  
Corporate securities
    
70,215
      
2,065
      
11,923
      
1,690
      
82,138
      
3,755
  
Common and non-redeemable preferred stocks
    
1,000
      
16
      
-
      
-
      
1,000
      
16
  
Total temporarily impaired securities
  
$
106,096
    
$
3,466
    
$
12,426
    
$
1,691
    
$
118,522
    
$
5,157
  
 
-13-
   
December 31, 2014
  
   
Less than 12 months
    
12 months or longer
    
Total
  
   
Fair
Value
    
Unrealized Losses
    
Fair
Value
    
Unrealized Losses
    
Fair
Value
    
Unrealized Losses
  
U.S. Treasury securities and obligations of U.S. Government agencies and authorities
  
$
3,695
    
$
7
    
$
2,692
    
$
23
    
$
6,387
    
$
30
  
Corporate securities
    
43,996
      
1,604
      
9,293
      
1,361
      
53,289
      
2,965
  
Total temporarily impaired securities
  
$
47,691
    
$
1,611
    
$
11,985
    
$
1,384
    
$
59,676
    
$
2,995
  

The evaluation for an other than temporary impairment is a quantitative and qualitative process, which is subject to risks and uncertainties in the determination of whether declines in the fair value of investments are other than temporary. Potential risks and uncertainties include, among other things, changes in general economic conditions, an issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates. In evaluating a potential impairment, the Company considers, among other factors, management’s intent and ability to hold the securities until price recovery, the nature of the investment and the expectation of prospects for the issuer and its industry, the status of an issuer’s continued satisfaction of its obligations in accordance with their contractual terms, and management’s expectation as to the issuer’s ability and intent to continue to do so, as well as ratings actions that may affect the issuer’s credit status.

As of June 30, 2015, securities in an unrealized loss position primarily included certain of the Company’s investments in fixed maturities within the other diversified business, other diversified consumer and financial services sectors as well as obligations of U.S. Government agencies and state municipal bonds. Securities in an unrealized loss position reported in the other diversified business sector included gross unrealized losses of $908 related to investments in fixed maturities in the oil and gas industry.  The Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position. Based upon the Company’s expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the Company’s evaluation of other relevant factors, including those described above, the Company has deemed these securities to be temporarily impaired as of June 30, 2015.

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

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

Level 2 Observable inputs, other than quoted prices included in Level 1, for an asset or liability or prices for similar assets or liabilities. The Company’s financial instruments valued using Level 2 criteria include significantly all of its fixed maturities, which consist of U.S. Treasury securities and U.S. Government securities, obligations of states and political subdivisions, and certain corporate fixed maturities, as well as its non-redeemable preferred stocks. In determining fair value measurements using Level 2 criteria, the Company utilizes various external pricing sources.

Level 3 Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk).  Fair value is based on criteria that use assumptions or other data that are not readily observable from objective sources. The Company’s financial instruments valued using Level 3 criteria consist of a limited number of fixed maturities. As of June 30, 2015 and December 31, 2014, the value of the Company’s fixed maturities valued using Level 3 criteria was $2,207 and $2,214, respectively. The use of different criteria or assumptions regarding data may have yielded materially different valuations.
 
-14-
As of June 30, 2015, financial instruments carried at fair value were measured on a recurring basis as summarized below:

   
Quoted Prices
in Active
Markets
for Identical
Assets
    
 
Significant
Other
Observable
Inputs
    
 
 
Significant
Unobservable
Inputs
      
   
(Level 1)
    
(Level 2)
    
(Level 3)
    
Total
  
Assets:
                
Fixed maturities
  
$
-
    
$
196,013
    
$
2,207
    
$
198,220
  
Equity securities
    
17,003
      
5,710
      
-
      
22,713
  
Cash equivalents
    
29,558
      
-
      
-
      
29,558
  
Total
  
$
46,561
    
$
201,723
    
$
2,207
    
$
250,491
  

As of December 31, 2014, financial instruments carried at fair value were measured on a recurring basis as summarized below:

   
Quoted Prices
in Active
Markets
for Identical
Assets
    
 
Significant
Other
Observable
Inputs
    
 
 
Significant
Unobservable
Inputs
      
   
(Level 1)
    
(Level 2)
    
(Level 3)
    
Total
  
Assets:
                
Fixed maturities
  
$
-
    
$
212,674
    
$
2,214
    
$
214,888
  
Equity securities
    
13,148
      
5,776
      
-
      
18,924
  
Cash equivalents
    
15,009
      
-
      
-
      
15,009
  
Total
  
$
28,157
    
$
218,450
    
$
2,214
    
$
248,821
  

The following is a roll-forward of the Company’s financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three month and six month periods ended June 30, 2015.

   
Fixed
Maturities
  
Balance, December 31, 2014
  
$
2,214
  
Total unrealized gains included in other comprehensive income
    
50
  
Balance, March 31, 2015
    
2,264
  
Total unrealized losses included in other comprehensive income
    
(57
)
Balance, June 30, 2015
  
$
2,207
  

The Company’s fixed maturities valued using Level 3 inputs consist solely of issuances of pooled debt obligations of multiple, smaller financial services companies. They are not actively traded and valuation techniques used to measure fair value are based on future estimated cash flows (based on current cash flows) discounted at reasonable estimated rates of interest.  There are no assumed prepayments and/or default probability assumptions as a majority of these instruments contain certain U.S. government agency strips to support repayment of the principal.  Other qualitative and quantitative information received from the original underwriter of the pooled offerings is also considered, as applicable.
 
-15-
Note 9.
Fair Values of Financial Instruments

The estimated fair values have been determined by the Company using available market information from various market sources and appropriate valuation methodologies as of the respective dates.  However, considerable judgment is necessary to interpret market data and to develop the estimates of fair value.  Although management is not aware of any factors that would significantly affect the estimated fair value amounts, the estimates presented herein are not necessarily indicative of the amounts which the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following table sets forth the carrying amount, estimated fair value and level within the fair value hierarchy of the Company’s financial instruments as of June 30, 2015 and December 31, 2014.

       
June 30, 2015
    
December 31, 2014
  
   
Level in Fair
Value
Hierarchy (1)
    
Carrying
Amount
    
Estimated
Fair Value
    
Carrying
Amount
    
Estimated
Fair Value
  
Assets:
                    
Cash and cash equivalents
  
Level 1
    
$
32,927
    
$
32,927
    
$
16,375
    
$
16,375
  
Fixed maturities
      
(1) 
    
198,220
      
198,220
      
214,888
      
214,888
  
Equity securities
      
(1) 
    
22,713
      
22,713
      
18,924
      
18,924
  
Other invested assets
  
Level 3
      
2,382
      
2,382
      
2,995
      
2,995
  
Policy loans
  
Level 2
      
2,161
      
2,161
      
2,202
      
2,202
  
Real estate
  
Level 2
      
38
      
38
      
38
      
38
  
Investment in unconsolidated trusts
  
Level 2
      
1,238
      
1,238
      
1,238
      
1,238
  
 
Liabilities:
                                        
Junior Subordinated Debentures, net
  
Level 2
      
33,738
      
33,738
      
33,738
      
33,738
  

(1) See Note 8 for a description of the fair value hierarchy as well as a disclosure of levels for classes of these financial assets.

Note 10.
Accumulated Other Comprehensive Income

The following table sets forth the balance of each component of accumulated other comprehensive income as of June 30, 2015 and December 31, 2014, and the changes in the balance of each component thereof during the six month period ended June 30, 2015, net of taxes.

   
Unrealized Gains
on Available-for-
Sale Securities
  
Balance, December 31, 2014
  
$
9,279
  
Other comprehensive income before reclassifications
    
1,270
  
Amounts reclassified from accumulated other comprehensive income
    
(3,314
)
Net current-period other comprehensive loss
    
(2,044
)
Balance, June 30, 2015
  
$
7,235
  
 
-16-
Item 2.

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

The following is management’s discussion and analysis of the financial condition and results of operations of Atlantic American Corporation (“Atlantic American” or the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”) as of and for the three month and six month periods ended June 30, 2015. This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures.   Actual results could differ significantly from those estimates.  The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of variability. The Company’s critical accounting policies and the resultant estimates considered most significant by management are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. During the six month period ended June 30, 2015, there were no changes to the critical accounting policies or related estimates from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Overall Corporate Results

The following presents the Company’s revenue, expenses and net income for the three month and six month periods ended June 30, 2015 and the comparable periods in 2014:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
   
(In thousands)
  
Insurance premiums
  
$
38,104
    
$
38,456
    
$
75,490
    
$
76,874
  
Investment income
    
2,494
      
2,599
      
5,091
      
5,197
  
Realized investment gains, net
    
4,148
      
485
      
5,099
      
593
  
Other income
    
26
      
46
      
41
      
82
  
Total revenue
    
44,772
      
41,586
      
85,721
      
82,746
  
Insurance benefits and losses incurred
    
26,383
      
27,069
      
51,624
      
53,897
  
Commissions and underwriting expenses
    
10,487
      
10,074
      
21,208
      
19,981
  
Other expense
    
3,359
      
3,023
      
6,987
      
6,026
  
Interest expense
    
354
      
434
      
703
      
863
  
Total benefits and expenses
    
40,583
      
40,600
      
80,522
      
80,767
  
Income before income taxes
  
$
4,189
    
$
986
    
$
5,199
    
$
1,979
  
Net income
  
$
3,345
    
$
877
    
$
4,036
    
$
1,697
  
 
-17-
Management also considers and evaluates performance by analyzing the non-GAAP measure operating income, and believes it is a useful metric for investors, potential investors, securities analysts and others because it isolates the “core” operating results of the Company before considering certain items that are either beyond the control of management (such as taxes, which are subject to timing, regulatory and rate changes depending on the timing of the associated revenues and expenses) or are not expected to regularly impact the Company’s operational results (such as any realized investment gains, which are not a part of the Company’s primary operations and are, to an extent, subject to discretion in terms of timing of realization).

A reconciliation of net income to operating income for the three month and six month periods ended June 30, 2015 and the comparable periods in 2014 is as follows:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
Reconciliation of Net Income to non-GAAP Measurement
  
2015
    
2014
    
2015
    
2014
  
   
(In thousands)
  
Net income
  
$
3,345
    
$
877
    
$
4,036
    
$
1,697
  
Income tax expense
    
844
      
109
      
1,163
      
282
  
Realized investment gains, net
    
(4,148
)
    
(485
)
    
(5,099
)
    
(593
)
Operating income
  
$
41
    
$
501
    
$
100
    
$
1,386
  

On a consolidated basis, the Company had net income of $3.3 million, or $0.15 per diluted share, for the three month period ended June 30, 2015, compared to net income of $0.9 million, or $0.04 per diluted share, for the three month period ended June 30, 2014.  The Company had net income of $4.0 million, or $0.18 per diluted share, for the six month period ended June 30, 2015, compared to net income of $1.7 million, or $0.07 per diluted share, for the six month period ended June 30, 2014.  Premium revenue for the three month period ended June 30, 2015 decreased $0.4 million, or 0.9%, to $38.1 million from $38.5 million in the three month period ended June 30, 2014.  For the six month period ended June 30, 2015, premium revenue decreased $1.4 million, or 1.8%, to $75.5 million from $76.9 million in the comparable 2014 period.  The decrease in premium revenue for the three month and six month periods ended June 30, 2015 was due primarily to a decrease in Medicare supplement business in the life and health operations resulting from a decline in both first year and renewal premiums.  The increase in net income for the three month and six month periods ended June 30, 2015 was due to an increase in realized investment gains.  Operating income decreased $0.5 million in the three month period ended June 30, 2015, and $1.3 million during the six month period ended June 30, 2015, from the comparable periods in 2014.  The decrease in operating income for the three month and six month periods ended June 30, 2015 was primarily attributable to less favorable loss experience and a decrease in premium revenue in the life and health operations coupled with a decline in investment income from lower average yields on the Company’s investments in fixed maturities.  Also contributing to the decrease in operating income for the six month period ended June 30, 2015 was an increase in other expense of $0.7 million in the first quarter of 2015 due to increased legal and consulting fees.  Partially offsetting the decrease in operating income for the three month and six month periods ended June 30, 2015 was the reduction in interest expense from the decrease in the average outstanding balance of the Company’s junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”) as well as increased profitability in the property and casualty operations.

A more detailed analysis of the individual operating companies and other corporate activities is provided below.
 
-18-
American Southern

The following summarizes American Southern’s premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2015 and the comparable periods in 2014:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
   
(Dollars in thousands)
  
Gross written premiums
  
$
28,675
    
$
26,773
    
$
37,260
    
$
34,159
  
Ceded premiums
    
(1,167
)
    
(1,544
)
    
(2,602
)
    
(3,249
)
Net written premiums
  
$
27,508
    
$
25,229
    
$
34,658
    
$
30,910
  
Net earned premiums
  
$
14,098
    
$
12,925
    
$
27,361
    
$
25,951
  
Net loss and loss adjustment expenses
    
9,392
      
9,580
      
17,880
      
19,677
  
Underwriting expenses
    
4,448
      
3,429
      
8,884
      
6,476
  
Underwriting income (loss)
  
$
258
    
$
(84
)
  
$
597
    
$
(202
)
Loss ratio
    
66.6
%
    
74.1
%
    
65.3
%
    
75.8
%
Expense ratio
    
31.6
      
26.6
      
32.5
      
25.0
  
Combined ratio
    
98.2
%
    
100.7
%
    
97.8
%
    
100.8
%

Gross written premiums at American Southern increased $1.9 million, or 7.1%, during the three month period ended June 30, 2015, and $3.1 million, or 9.1%, during the six month period ended June 30, 2015, over the comparable periods in 2014.  The increase in gross written premiums for the three month and six month periods ended June 30, 2015 was primarily attributable to an increase in automobile physical damage written premiums resulting from two new programs which incepted in 2014 as well as an increase in surety business from an existing agency.  During the three month and six month periods ended June 30, 2015, automobile physical damage gross written premiums from the two new programs increased $0.9 million and $2.3 million, respectively, while the surety gross written premiums increased $0.8 million and $1.6 million, respectively, from the comparable periods in 2014.  Partially offsetting the increase in gross written premiums for the six month period ended June 30, 2015 was a decrease of $1.0 million in the commercial automobile liability line of business due primarily to the cancellation of an agency in the second quarter of 2014.

Ceded premiums decreased $0.4 million, or 24.4%, during the three month period ended June 30, 2015, and $0.6 million, or 19.9%, during the six month period ended June 30, 2015, from the comparable periods in 2014.  American Southern’s ceded premiums are determined as a percentage of earned premiums and generally increase or decrease as earned premiums increase or decrease. However, the change in ceded premiums for the three month and six month periods ended June 30, 2015 was disproportionate to the increase in earned premiums due primarily to a decrease in earned premiums from certain commercial automobile liability accounts, cancelled in the second quarter of 2014, which had been subject to reinsurance.  Commercial automobile liability business, when reinsured, generally has higher contractual reinsurance cession rates than other lines of business and therefore changes in earned premiums in this line of business, when reinsured and significant, may impact the overall ratio of premiums ceded to premiums earned as in the three month and six month periods ended June 30, 2015.

The following presents American Southern’s net earned premiums by line of business for the three month and six month periods ended June 30, 2015 and the comparable periods in 2014 (in thousands):

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
   
(In thousands)
  
Automobile liability
  
$
6,850
    
$
6,430
    
$
12,575
    
$
13,567
  
Automobile physical damage
    
3,214
      
2,847
      
6,889
      
5,123
  
General liability
    
790
      
931
      
1,557
      
1,867
  
Property
    
1,032
      
883
      
2,028
      
1,728
  
Surety
    
2,212
      
1,834
      
4,312
      
3,666
  
Total
  
$
14,098
    
$
12,925
    
$
27,361
    
$
25,951
  
 
-19-
Net earned premiums increased $1.2 million, or 9.1%, during the three month period ended June 30, 2015, and $1.4 million, or 5.4%, during the six month period ended June 30, 2015, over the comparable periods in 2014.  The increase in net earned premiums for the three month and six month periods ended June 30, 2015 was primarily attributable to increases in automobile physical damage, property and surety earned premiums from both new and existing programs.  Partially offsetting the increase for the six month period ended June 30, 2015 was the decrease in commercial automobile liability earned premiums due primarily to an agency cancellation.  Premiums are earned ratably over their respective policy terms, and therefore premiums earned in the current year are related to policies written during both the current year and immediately preceding year.

The performance of an insurance company is often measured by its combined ratio.  The combined ratio represents the percentage of losses, loss adjustment expenses and other expenses that are incurred for each dollar of premium earned by the company.  A combined ratio of under 100% represents an underwriting profit while a combined ratio of over 100% indicates an underwriting loss. The combined ratio is divided into two components, the loss ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned) and the expense ratio (the ratio of expenses incurred to premiums earned).

Net loss and loss adjustment expenses at American Southern decreased $0.2 million, or 2.0%, during the three month period ended June 30, 2015, and $1.8 million, or 9.1%, during the six month period ended June 30, 2015, from the comparable periods in 2014.  As a percentage of premiums, net loss and loss adjustment expenses were 66.6% in the three month period ended June 30, 2015, compared to 74.1% in the three month period ended June 30, 2014.  For the six month period ended June 30, 2015, this ratio decreased to 65.3% from 75.8% in the comparable period of 2014.  The decrease in the loss ratio for the three month and six month periods ended June 30, 2015 was due to more favorable loss experience in significantly all lines of business and was primarily attributable to actions taken in the prior year to better rationalize American Southern's book of business and to strengthen guidelines with respect to new and renewal business.

Underwriting expenses increased $1.0 million, or 29.7%, during the three month period ended June 30, 2015, and $2.4 million, or 37.2%, during the six month period ended June 30, 2015, over the comparable periods in 2014.  As a percentage of premiums, underwriting expenses were 31.6% in the three month period ended June 30, 2015, compared to 26.6% in the three month period ended June 30, 2014.  For the six month period ended June 30, 2015, this ratio increased to 32.5% from 25.0% in the comparable period of 2014.  The increase in the expense ratio for the three month and six month periods ended June 30, 2015 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.  During periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase, and conversely, during periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease. During the three month and six month periods ended June 30, 2015, these commissions at American Southern increased $1.0 million and $2.3 million, respectively, from the comparable periods in 2014 due to more favorable loss experience.

Bankers Fidelity

The following summarizes Bankers Fidelity’s earned premiums, losses, expenses and underwriting ratios for the three month and six month periods ended June 30, 2015 and the comparable periods in 2014:

   
Three Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
   
(Dollars in thousands)
  
Medicare supplement
  
$
20,033
    
$
21,373
    
$
40,402
    
$
42,900
  
Other health products
    
1,174
      
1,184
      
2,372
      
2,373
  
Life insurance
    
2,799
      
2,974
      
5,355
      
5,650
  
Total earned premiums
    
24,006
      
25,531
      
48,129
      
50,923
  
Insurance benefits and losses
    
16,991
      
17,489
      
33,744
      
34,220
  
Underwriting expenses
    
7,929
      
8,669
      
16,056
      
17,129
  
Total expenses
    
24,920
      
26,158
      
49,800
      
51,349
  
Underwriting loss
  
$
(914
)
  
$
(627
)
  
$
(1,671
)
  
$
(426
)
Loss ratio
    
70.8
%
    
68.5
%
    
70.1
%
    
67.2
%
Expense ratio
    
33.0
      
34.0
      
33.4
      
33.6
  
Combined ratio
    
103.8
%
    
102.5
%
    
103.5
%
    
100.8
%
 
-20-
Premium revenue at Bankers Fidelity decreased $1.5 million, or 6.0%, during the three month period ended June 30, 2015, and $2.8 million, or 5.5%, during the six month period ended June 30, 2015, from the comparable periods in 2014.  Premiums from the Medicare supplement line of business decreased $1.3 million, or 6.3%, during the three month period ended June 30, 2015, and $2.5 million, or 5.8%, during the six month period ended June 30, 2015, due primarily to a decline in both first year and renewal premiums. Other health product premiums decreased slightly during the same comparable periods, primarily as a result of decreased sales of cancer and disability income products, partially offset by new sales of the company’s group health products.  Premiums from the life insurance line of business decreased $0.2 million, or 5.9%, during the three month period ended June 30, 2015, and $0.3 million, or 5.2%, during the six month period ended June 30, 2015 from the comparable 2014 periods due to the redemption and settlement of existing policy obligations exceeding the level of new sales activity.

Benefits and losses decreased $0.5 million, or 2.8%, during the three month period ended June 30, 2015, and $0.5 million, or 1.4%, during the six month period ended June 30, 2015, from the comparable periods in 2014.  As a percentage of premiums, benefits and losses were 70.8% in the three month period ended June 30, 2015, compared to 68.5% in the three month period ended June 30, 2014.  For the six month period ended June 30, 2015, this ratio increased to 70.1% from 67.2% in the comparable period of 2014.  The increase in the loss ratio for the three month and six month periods ended June 30, 2015 was primarily attributable to less favorable loss experience in the Medicare supplement line of business.  Also contributing to the increase in the 2015 second quarter and year to date loss ratios was the company’s initiative in repricing its Medicare supplement product offerings in certain markets to be more competitive.

Underwriting expenses decreased $0.7 million, or 8.5%, during the three month period ended June 30, 2015, and $1.1 million, or 6.3%, during the six month period ended June 30, 2015, from the comparable periods in 2014.  As a percentage of premiums, underwriting expenses were 33.0% in the three month period ended June 30, 2015, compared to 34.0% in the three month period ended June 30, 2014.  For the six month period ended June 30, 2015, this ratio decreased slightly to 33.4% from 33.6% in the comparable period of 2014.  The decrease in the expense ratio for the three month and six month periods ended June 30, 2015 was primarily attributable to decreases in general advertising and agency related expenses as well as a decrease in external actuarial consulting fees.

INVESTMENT INCOME AND REALIZED GAINS

Investment income decreased $0.1 million, or 4.0%, during the three month period ended June 30, 2015, and $0.1 million, or 2.0%, during the six month period ended June 30, 2015, from the comparable periods in 2014.  The decrease in investment income for the three month and six month periods ended June 30, 2015 was primarily attributable to a decrease in the average yield on the Company’s investments in fixed maturities.

The Company had net realized investment gains of $4.1 million during the three month period ended June 30, 2015, compared to net realized investment gains of $0.5 million in the three month period ended June 30, 2014.  The Company had net realized investment gains of $5.1 million during the six month period ended June 30, 2015, compared to net realized investment gains of $0.6 million in the six month period ended June 30, 2014.   The net realized investment gains in the three month and six month periods ended June 30, 2015 were primarily attributable to a $3.2 million gain from the sale of property held within two of the Company’s real estate partnership investments as well as gains from the sale of a number of the Company’s investments in fixed maturities.  The net realized investment gains in the three month and six month periods ended June 30, 2014 also resulted from the disposition of several of the Company’s investments in fixed maturities.   Management continually evaluates the Company’s investment portfolio and, as may be determined to be appropriate, makes adjustments for impairments and/or will divest investments.

INTEREST EXPENSE

Interest expense decreased $0.1 million, or 18.4%, during the three month period ended June 30, 2015, and $0.2 million, or 18.5%, during the six month period ended June 30, 2015, from the comparable periods in 2014 due to a decrease in the outstanding amount of Junior Subordinated Debentures.  On August 4, 2014, the Company acquired $7.5 million of its then outstanding Junior Subordinated Debentures, which decreased the outstanding balance to $33.7 million and resulted in lower interest expense.
 
-21-
OTHER EXPENSES

Other expenses (commissions, underwriting expenses, and other expenses) increased $0.7 million, or 5.7%, during the three month period ended June 30, 2015, and $2.2 million, or 8.4%, during the six month period ended June 30, 2015, over the comparable periods in 2014.  The increase in other expenses for the three month and six month periods ended June 30, 2015 was primarily attributable to an increase in commission accruals at American Southern due to more favorable loss experience.  During the three month and six month periods ended June 30, 2015, these commissions at American Southern increased $1.0 million and $2.3 million, respectively, from the comparable periods in 2014.  The majority of American Southern’s business is structured in a way that agents are compensated based upon the loss ratios of the business they place with the company.  During periods in which the loss ratio decreases, commissions and underwriting expenses will generally increase, and conversely, during periods in which the loss ratio increases, commissions and underwriting expenses will generally decrease.  Also contributing to the increase in other expenses for the six month period ended June 30, 2015 was an increase in legal and consulting fees of $0.7 million incurred in the first quarter of 2015.  Partially offsetting the increase in other expenses for the three month and six month periods ended June 30, 2015 were decreases in general advertising expenses, agency related expenses and external actuarial consulting fees in the life and health operations.  Additionally, during the six month period ended June 30, 2015, incentive compensation expense decreased $0.4 million from the comparable 2014 period due to the Company’s recent operating performance.  On a consolidated basis, as a percentage of earned premiums, other expenses increased to 36.3% in the three month period ended June 30, 2015 from 34.1% in the three month period ended June 30, 2014.  For the six month period ended June 30, 2015, this ratio increased to 37.3% from 33.8% in the comparable period of 2014. The increase in the expense ratio for the three month and six month periods ended June 30, 2015 was primarily due to the increase in commission accruals at American Southern.

INCOME TAXES

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2015 resulted from the dividends-received deduction (“DRD”) and the small life insurance company deduction (“SLD”).  The current estimated DRD is adjusted as underlying factors change and can vary from estimates based on, but not limited to, actual distributions from investments as well as the amount of the Company’s taxable income.  The SLD varies in amount and is determined at a rate of 60 percent of the tentative life insurance company taxable income (“LICTI”).  The SLD for any taxable year is reduced (but not below zero) by 15 percent of the tentative LICTI for such taxable year as it exceeds $3.0 million and is ultimately phased out at $15.0 million.

The primary differences between the effective tax rate and the federal statutory income tax rate for the three month and six month periods ended June 30, 2014 resulted from the DRD, the SLD and the change in deferred tax asset valuation allowance.  The change in deferred tax asset valuation allowance was due to the utilization of certain capital loss carryforward benefits that had been previously reduced to zero through an existing valuation allowance reserve.  All unused capital loss carryforwards expired at the end of 2014.

LIQUIDITY AND CAPITAL RESOURCES

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

Cash flows at the Parent are derived from dividends, management fees, and tax-sharing payments, as described below, from the subsidiaries.  The principal cash needs of the Parent are for the payment of operating expenses, the acquisition of capital assets and debt service requirements, as well as the repurchase of shares and payments of any dividends as may be authorized and approved by the Company’s board of directors from time to time.  At June 30, 2015, the Parent had approximately $21.2 million of unrestricted cash and investments.
 
-22-
The Parent’s insurance subsidiaries reported statutory net income of $5.6 million for the six month period ended June 30, 2015 compared to statutory net income of $3.2 million for the six month period ended June 30, 2014.  Statutory results are impacted by the recognition of all costs of acquiring business.  In periods in which the Company’s first year premiums increase, statutory results are generally lower than results determined under GAAP.  Statutory results for the Company’s property and casualty operations may differ from the Company’s results of operations under GAAP due to the deferral of acquisition costs for financial reporting purposes.  The Company’s life and health operations’ statutory results may differ from GAAP results primarily due to the deferral of acquisition costs for financial reporting purposes, as well as the use of different reserving methods.

Over 90% of the invested assets of the Parent’s insurance subsidiaries are invested in marketable securities that can be converted into cash, if required; however, the use of such assets by the Company is limited by state insurance regulations.  Dividend payments to a parent corporation by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries.  At June 30, 2015, American Southern had $39.3 million of statutory surplus and Bankers Fidelity had $37.1 million of statutory surplus. In 2015, dividend payments by the Parent’s insurance subsidiaries in excess of $7.6 million would require prior approval.  Through June 30, 2015, the Parent received dividends of $3.2 million from its subsidiaries.

The Parent provides certain administrative and other services to each of its insurance subsidiaries.  The amounts charged to and paid by the subsidiaries include reimbursements for various shared services and other expenses incurred directly on behalf of the subsidiaries by the Parent.  In addition, there is in place a formal tax-sharing agreement between the Parent and its insurance subsidiaries.  As a result of the Parent’s tax loss, it is anticipated that the tax-sharing agreement will continue to provide the Parent with additional funds from profitable subsidiaries to assist in meeting its cash flow obligations.

The Company has two statutory trusts which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests in the assets of the trusts and investing the gross proceeds of the trust preferred securities in Junior Subordinated Debentures.  The outstanding $18.0 million and $15.7 million of Junior Subordinated Debentures mature on December 4, 2032 and May 15, 2033, respectively, are callable quarterly, in whole or in part, only at the option of the Company, and have an interest rate of three-month LIBOR plus an applicable margin.  The margin ranges from 4.00% to 4.10%.  At June 30, 2015, the effective interest rate was 4.33%.  The obligations of the Company with respect to the issuances of the trust preferred securities represent a full and unconditional guarantee by the Parent of each trust’s obligations with respect to the trust preferred securities.  Subject to certain exceptions and limitations, the Company may elect from time to time to defer Junior Subordinated Debenture interest payments, which would result in a deferral of distribution payments on the related trust preferred securities.  The Company has not made such an election.

The Company intends to pay its obligations under the Junior Subordinated Debentures using existing cash balances, dividend and tax-sharing payments from the operating subsidiaries, or from potential future financing arrangements.

At June 30, 2015, the Company had 55,000 shares of Series D preferred stock (“Series D Preferred Stock”) outstanding.  All of the shares of Series D Preferred Stock are held by an affiliate of the Company’s controlling shareholder. The outstanding shares of Series D Preferred Stock have a stated value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of the Company’s common stock at the option of the board of directors of the Company) and are cumulative.  In certain circumstances, the shares of the Series D Preferred Stock may be convertible into an aggregate of approximately 1,378,000 shares of the Company’s common stock, subject to certain adjustments and provided that such adjustments do not result in the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at the Company’s option.  The Series D Preferred Stock is not currently convertible.  At June 30, 2015, the Company had accrued but unpaid dividends on the Series D Preferred Stock totaling $0.2 million.

Cash and cash equivalents increased from $16.4 million at December 31, 2014 to $32.9 million at June 30, 2015. The increase in cash and cash equivalents during the six month period ended June 30, 2015 was primarily attributable to a $19.2 million increase resulting from the sale and maturity of securities exceeding investment purchases.  Partially offsetting the increase in cash and cash equivalents was net cash used in operating activities of $1.9 million, additions to property and equipment of $0.2 million, dividends paid on the Company’s common stock of $0.4 million and the purchase of shares for treasury for $0.2 million.

The Company believes that existing cash balances as well as the dividends, fees, and tax-sharing payments it expects to receive from its subsidiaries and, if needed, additional borrowings from financial institutions, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by regulatory authorities, which, if implemented, would have a material adverse effect on the Company's liquidity, capital resources or operations.
 
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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.  The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.  Additionally, controls can be circumvented by the individual acts of one or more persons.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and may not be detected.  An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).  Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains and references certain information that constitutes forward-looking statements as that term is defined in the federal securities laws.  Those statements, to the extent they are not historical facts, should be considered forward-looking statements, and are subject to various risks and uncertainties.  Such forward-looking statements are made based upon management’s current assessments of various risks and uncertainties, as well as assumptions made in accordance with the “safe harbor” provisions of the federal securities laws.  The Company’s actual results could differ materially from the results anticipated in these forward-looking statements as a result of such risks and uncertainties, including those identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, any subsequent quarterly reports on Form 10-Q and the other filings made by the Company from time to time with the Securities and Exchange Commission.  The Company undertakes no obligation to update any forward-looking statement as a result of subsequent developments, changes in underlying assumptions or facts, or otherwise.
 
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PART II.  OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 6, 2014, the Board of Directors of the Company approved a plan that allows for the repurchase of up to 750,000 shares of the Company's common stock (the "Repurchase Plan") on the open market or in privately negotiated transactions, as determined by an authorized officer of the Company.  Any such repurchases can be made from time to time in accordance with applicable securities laws and other requirements.

The table below sets forth information regarding repurchases by the Company of shares of its common stock on a monthly basis during the three month period ended June 30, 2015.

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, 2015
    
5,704
    
$
4.04
      
5,704
      
405,646
  
May 1 – May 31, 2015
    
4,083
      
3.84
      
4,083
      
401,563
  
June 1 – June 30, 2015
    
15,000
      
3.83
      
15,000
      
386,563
  
Total
    
24,787
    
$
3.88
      
24,787
          

Item 6.  Exhibits

3.2
Restated Bylaws of Atlantic American Corporation, as amended.
   
31.1
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS
XBRL Instance Document.
   
101.SCH
XBRL Taxonomy Extension Schema.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase.
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
ATLANTIC AMERICAN CORPORATION
   
(Registrant)
     
Date: August 12, 2015
By:
/s/ John G. Sample, Jr.
   
John G. Sample, Jr.
   
Senior Vice President and Chief Financial Officer
   
(Principal Financial and Accounting Officer)
 
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EXHIBIT INDEX
 
Exhibit
Number
 
Title
   
Restated Bylaws of Atlantic American Corporation, as amended.
   
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS
XBRL Instance Document.
   
101.SCH
XBRL Taxonomy Extension Schema.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase.
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
 
 
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