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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

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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.

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      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.

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      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.

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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.

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      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

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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.

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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.

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      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 there could be future events or actions that would impact future development which have not existed in the past. Accordingly, it is inappropriate to predict future redundancies or deficiencies based on the data in the following table.

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Year Ended December 31,

2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993











(In thousands)
Reserve for losses and LAE
  $ 139,560     $ 139,802     $ 135,948     $ 126,263     $ 120,235     $ 81,070     $ 81,657     $ 79,776     $ 74,677     $ 35,492     $ 32,643  
Cumulative paid as of:
                                                                                       
 
One year later
            48,628       52,644       48,780       38,957       26,357       25,799       25,925       30,117       5,581       8,655  
 
Two years later
                    78,654       78,496       63,496       43,749       38,756       38,330       42,581       17,972       11,807  
 
Three years later
                            93,599       80,824       54,408       48,330       45,073       49,288       21,193       22,842  
 
Four years later
                                    90,266       61,981       54,840       50,334       53,224       23,112       25,634  
 
Five years later
                                            66,467       58,891       53,833       56,517       24,635       27,399  
 
Six years later
                                                    61,600       56,534       59,398       26,431       28,842  
 
Seven years later
                                                            59,029       61,320       27,783       30,576  
 
Eight years later
                                                                    63,570       29,412       31,832  
 
Nine years later
                                                                            31,284       33,459  
 
Ten years later
                                                                                    35,326  
Ultimate losses and LAE reestimated as of:
                                                                                       
 
End of year
    139,560       139,802       135,948       126,263       120,235       81,070       81,657       79,776       74,677       35,492       32,643  
 
One year later
            143,771       136,606       130,415       115,019       80,174       75,243       76,269       79,620       30,813       36,895  
 
Two years later
                    143,901       136,425       117,289       81,023       73,037       70,734       76,712       37,604       31,856  
 
Three years later
                            140,039       122,099       83,149       75,199       68,816       73,383       37,974       40,117  
 
Four years later
                                    125,006       83,033       76,758       70,932       72,944       35,960       41,163  
 
Five years later
                                            83,182       76,832       72,430       74,695       37,986       39,835  
 
Six years later
                                                    76,886       72,243       76,275       41,071       41,841  
 
Seven years later
                                                            72,401       75,986       41,868       44,954  
 
Eight years later
                                                                    76,323       41,447       45,840  
 
Nine years later
                                                                            42,206       45,384  
 
Ten years later
                                                                                    46,238  
Cumulative redundancy (deficiency)
          $ (3,969 )   $ (7,953 )   $ (13,776 )   $ (4,771 )   $ (2,112 )   $ 4,771     $ 7,375     $ (1,646 )   $ (6,714 )   $ (13,595 )
              -2.8 %     -5.9 %     -10.9 %     -4.0 %     -2.6 %     5.8 %     9.2 %     -2.2 %     -18.9 %     -41.6 %

Note: Because this analysis is based on 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.

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Life and Health Operations

      Bankers Fidelity establishes liabilities for future policy benefits to meet projected future obligations under outstanding policies. These reserves are calculated to satisfy policy and contract obligations as they mature. The amount of reserves for insurance policies is calculated using assumptions for interest rates, mortality and morbidity rates, expenses, and withdrawals. Reserves are adjusted periodically based on published actuarial tables with modification to reflect actual experience (see Note 3 of Notes to Consolidated Financial Statements).

Reinsurance

      The Company’s insurance subsidiaries purchase reinsurance from unaffiliated insurers and reinsurers to reduce their liability on individual risks and to protect against catastrophic losses. In a reinsurance transaction, an insurance company transfers, or “cedes,” a portion or all of its exposure on insurance policies to a reinsurer. The reinsurer assumes the exposure in return for a portion of the premiums. The ceding of insurance does not legally discharge the insurer from primary liability for the full amount of policies written by it, and the ceding company incurs a loss if the reinsurer fails to meet its obligations under the reinsurance agreement.

 
Casualty Operations

      American Southern. American Southern retains a maximum amount of $240,000 per occurrence. Limits per occurrence within reinsurance treaties are as follows: Fire, inland marine and commercial automobile — $125,000 excess $50,000 retention; All other lines vary by type of policy and generally have retentions in excess of $100,000, up to $240,000. American Southern maintains a property catastrophe treaty with a $6.6 million limit excess of $400,000 retention. American Southern also issues surety bonds with face amounts up to $750,000 that are not subject to reinsurance.

      Association Casualty. Association Casualty retains a maximum amount of $300,000 per occurrence on workers’ compensation up to $20.0 million. Limits per occurrence within the treaties are as follows: Automobile and general liability — $1.7 million excess $300,000 retention; Property — $2.7 million excess $300,000 retention. The property lines of coverage are protected with an excess of loss treaty, which affords recovery for property losses in excess of $3.0 million up to a maximum of $15.0 million. Association Casualty maintains a property catastrophe treaty with a $7.15 million limit excess of $350,000.

      Georgia Casualty. Georgia Casualty’s basic treaties cover all claims in excess of $300,000 per occurrence. Limits per occurrence within the treaties and excess of the retention are as follows: Workers’ compensation — $20.0 million; Property per location — $15.0 million; Excess of policy and extra contractual obligations — $10.0 million; Liability — $6.0 million; and Surety — $3.0 million. Georgia Casualty maintains a property catastrophe treaty with a $7.15 million limit excess of $350,000 retention. During 2003, Georgia Casualty entered into a quota share reinsurance agreement to cover 20% of the first $300,000 of occurrence losses and the first $350,000 of catastrophe losses on policies written from January 1, 2003 to December 31, 2003. Also in 2003, Georgia Casualty terminated its 2002 30% quota share contract as of December 31, 2003.

 
Life and Health Operations

      Bankers Fidelity. Bankers Fidelity has entered into reinsurance contracts ceding the excess of their retention to several primary reinsurers. Maximum retention by Bankers Fidelity on any one individual in the case of life insurance policies is $50,000. At December 31, 2003, Bankers Fidelity reinsured $25.0 million of the $305.8 million of life insurance in force, generally under yearly renewable term agreements. Certain prior year reinsurance agreements remain in force although they no longer provide reinsurance for new business.

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Competition

 
Casualty Operations

      American Southern. The businesses in which American Southern engages are highly competitive. The principal areas of competition are pricing and service. Many competing property and casualty companies, which have been in business longer than American Southern, have available more diversified lines of insurance and have substantially greater financial resources. Management believes, however, that the policies it sells are competitive with those providing similar benefits offered by other insurers doing business in the states where American Southern operates.

      Association Casualty. The Texas market, historically Association Casualty’s primary market, is extremely competitive. Association Casualty’s competition comes from carriers that are of a larger size than Association Casualty as well as the state fund that writes monoline workers’ compensation. Association Casualty’s strong focus and commitment to its target markets has enabled it to forge stronger ties with the agency networks that exclusively represent the company. Insurance products that provide a full range of commercial coverage, as well as customized loss control and claims services, position the agency partners to compete effectively within their geographic location. Association Casualty writes workers’ compensation coverage only as a part of the total insurance package. Flexible commission agreements award the greatest commissions to those agents that demonstrate loyalty and commitment to Association Casualty through continued premium growth and profitability. This further allows Association Casualty to be competitive in the market place.

      Georgia Casualty. Georgia Casualty’s insurance business is also extremely competitive. The competition can be placed in three categories: (1) companies with higher A.M. Best ratings, (2) alternative workers’ compensation markets, and (3) self-insured funds. Georgia Casualty’s efforts are directed in the following three general categories where the company has the best opportunity to control exposures and claims: (1) manufacturing, (2) artisan contractors, and (3) service industries. Management believes that Georgia Casualty’s key to being competitive in these areas is maintaining strong underwriting standards, risk management programs, writing workers’ compensation coverage as part of the total insurance package, maintaining and expanding its loyal network of agents and development of new agents in key territories. In addition, Georgia Casualty offers quality customer service to its agents and insureds, and provides rehabilitation, medical management, and claims management services to its insureds. Georgia Casualty believes that it will continue to be competitive in the marketplace based on its current strategies and services.

 
Life and Health Operations

      The life and health insurance business remains highly competitive and includes a large number of insurance companies, many of which have substantially greater financial resources. Bankers Fidelity focuses on three core products in the senior market; Medicare Supplement, small face amount life insurance and short-term nursing home coverage. Bankers Fidelity believes that the primary competitors in this market are Continental Life, Standard Life & Accident, The London Group, United American, American Pioneer and Blue Cross/ Blue Shield. Bankers Fidelity competes with these as well as other insurers on the basis of premium rates, policy benefits, and service to policyholders. Bankers Fidelity also competes with other insurers to attract and retain the allegiance of its independent agents through commission arrangements, accessibility and marketing assistance, lead programs, reputation, and market expertise. Bankers Fidelity utilizes a proprietary lead generation program to attract and retain independent agents. Bankers Fidelity has expanded into other markets through cross-selling strategies with the company’s sister property and casualty affiliations, offering turn-key marketing programs to facilitate business through these relationships. Bankers Fidelity continues to expand in niche markets through long-term relationships with a select number of independent marketing organizations including credit union business and association endorsements. Bankers Fidelity has a proven track record of competing in its chosen markets through long-standing relationships with independent agents by providing proprietary marketing initiatives and

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outstanding service to distribution and policyholders. Bankers Fidelity believes that it competes effectively on the basis of policy benefits, services, and market expertise.

Ratings

      Ratings of insurance companies are not designed for investors and do not constitute recommendations to buy, sell, or hold any security. Ratings are important measures within the insurance industry, and improved ratings should have a favorable impact on the ability of a company to compete in the marketplace.

      Each year A.M Best Company, Inc. (“A.M. Best”) publishes Best’s Insurance Reports, which includes assessments and ratings of all insurance companies. A.M. Best’s ratings, which may be revised quarterly, fall into fifteen categories ranging from A++ (Superior) to F (in liquidation). A.M. Best’s ratings are based on a detailed analysis of the financial condition and operations of an insurance company compared to the industry in general.

      American Southern. American Southern and its wholly-owned subsidiary, American Safety Insurance Company, are each currently rated “A-” (Excellent) by A.M. Best.

      Association Casualty. Association Casualty is currently rated “A-” (Excellent) by A.M. Best.

      Georgia Casualty. Georgia Casualty is currently rated “B++” (Very Good) by A.M. Best.

      Bankers Fidelity. Bankers Fidelity is currently rated “B++” (Very Good) by A.M. Best.

      Since 1999, Atlantic American had been voluntarily rated by Standard and Poor’s Rating Services (“S&P”). In the initial review, the Company was assigned a single “A-” counterparty credit and financial strength rating. On March 14, 2001, the Company’s rating was lowered to a BBB+. On February 11, 2003, S&P placed the Company’s BBB+ counterparty credit and financial strength rating on CreditWatch with negative implications pending a review of the capital allocation and the support of the individual companies in the group. On April 4, 2003, S&P lowered its counterparty credit and financial strength ratings for Bankers Fidelity, American Southern, and Association Casualty to “BBB” from “BBB+” and for Georgia Casualty to “BBB-” from “BBB+” and removed them from CreditWatch. These rating actions did not have a significant impact on the Company’s financial position or results of operations. On May 15, 2003, S&P affirmed its counterparty credit and financial strength ratings and then, at the Company’s request, withdrew the ratings. While ratings are important in the insurance industry, management believes that Best’s Insurance Reports is a more closely followed rating service within the insurance industry.

Regulation

      In common with all domestic insurance companies, the Company’s insurance subsidiaries are subject to regulation and supervision in the jurisdictions in which they do business. Statutes typically delegate regulatory, supervisory, and administrative powers to state insurance commissioners. The method of such regulation varies, but regulation relates generally to the licensing of insurers and their agents, the nature of and limitations on investments, approval of policy forms, reserve requirements, the standards of solvency to be met and maintained, deposits of securities for the benefit of policyholders, and periodic examinations of insurers and trade practices, among other things. The Company’s products generally are subject to rate regulation by state insurance commissions, which require that certain minimum loss ratios be maintained. Certain states also have insurance holding company laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. The Company’s insurance subsidiaries are subject to such legislation and are registered as controlled insurers in those jurisdictions in which such registration is required. Such laws vary from state to state, but typically require periodic disclosure concerning the corporation which controls the registered insurers and all subsidiaries of such corporations, as well as prior notice to, or approval by, the state insurance commissioners of intercorporate transfers of assets (including payments of dividends in excess of specified amounts by the insurance subsidiaries) within the holding company system.

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      Most states require that rate schedules and other information be filed with the state’s insurance regulatory authority, either directly or through a rating organization with which the insurer is affiliated. The regulatory authority may disapprove a rate filing if it determines that the rates are inadequate, excessive, or discriminatory. The Company has historically experienced no significant regulatory resistance to its applications for rate increases.

      A state may require that acceptable securities be deposited for the protection either of policyholders located in those states or of all policyholders. As of December 31, 2003, securities with an amortized cost of $17.0 million were on deposit either directly with various state authorities or with third parties pursuant to various custodial agreements on behalf of the Company’s insurance subsidiaries.

      Virtually all of the states in which the Company’s insurance subsidiaries are licensed to transact business require participation in their respective guaranty funds designed to cover claims against insolvent insurers. Insurers authorized to transact business in these jurisdictions are generally subject to assessments of up to 4% of annual direct premiums written in that jurisdiction to pay such claims, if any. The occurrence and amount of such assessments has increased significantly in recent years. The likelihood and amount of any future assessments cannot be estimated until an insolvency has occurred. For 2003, 2002, and 2001 the amounts expensed by the Company were $0.5 million, $0.4 million, and $0.3 million, respectively.

      Workers’ compensation insurance carriers authorized to transact business in certain states are required to participate in second injury trust funds of those states. A second injury fund is a state-mandated monetary reserve designed to remove financial disincentives from employment of individuals with disabilities. Without a second injury fund, the employer or insurer might be required to absorb full indemnity and/or medical and rehabilitation costs if a worker suffered increased disability from a work-related injury because of a pre-existing condition. Second injury funds are used to reimburse indemnity and medical costs to employer/ insurers on accepted, qualified second injury cases. In recent years the Company has experienced significant increases in second injury trust fund assessments. For 2003, 2002, and 2001 the amounts expensed by the Company were $1.8 million, $1.8 million, $0.6 million, respectively.

NAIC Ratios

      The National Association of Insurance Commissioners (the “NAIC”) was established to, among other things, provide guidelines to assess the financial strength of insurance companies for state regulatory purposes. The NAIC conducts annual reviews of the financial data of insurance companies primarily through the application of 13 financial ratios prepared on a statutory basis. The annual statements are submitted to state insurance departments to assist them in monitoring insurance companies in their states and to set forth a desirable range in which companies should fall in each such ratio.

      The NAIC suggests that insurance companies which fall outside of the “usual” range in four or more financial ratios are those most likely to require analysis by state regulators. However, according to the NAIC, it may not be unusual for a financially sound company to have several ratios outside the “usual” range, and in normal years the NAIC expects 15% of the companies it tests to be outside the “usual” range in four or more categories.

      For the year ended December 31, 2003, Bankers Fidelity and American Southern were within the NAIC “usual” range for all 13 financial ratios. Association Casualty was outside the “usual” range on three ratios: the two year overall operating ratio, the investment yield, and the two year reserve development to policyholders’ surplus. The two year overall operating ratio and the two year reserve development to policyholders’ surplus were outside the “usual” range primarily due to adverse development on prior year losses. The investment yield ratio variance resulted from declining interest yields in Association Casualty’s bond portfolio. Georgia Casualty was outside the “usual” range on two ratios: the two year reserve development to policyholders’ surplus and the estimated current reserve deficiency to policyholders’ surplus. The two year reserve development to policyholders’ surplus estimate and the current reserve deficiency to policyholders’ surplus variances were primarily attributable to adverse development on prior year losses, specifically accident years 1999 and 2000.

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Risk-Based Capital

      Risk-based capital (“RBC”) is used by rating agencies and regulators as an early warning tool to identify weakly capitalized companies for the purpose of initiating further regulatory action. The RBC calculation determines the amount of adjusted capital needed by a company to avoid regulatory action. “Authorized Control Level Risk-Based Capital” (“ACL”) is calculated, and if a company’s adjusted capital is 200% or lower than ACL, it is subject to regulatory action. At December 31, 2003, all of the Company’s insurance subsidiaries exceeded the RBC regulatory levels.

Investments

      Investment income represents a significant portion of the Company’s total income. Insurance company investments are subject to state insurance laws and regulations which limit the concentration and types of investments. The following table provides information on the Company’s investments as of the dates indicated.

                                                     
December 31,

2003 2002 2001



Amount Percent Amount Percent Amount Percent






(Dollars in thousands)
Fixed maturities:
                                               
 
U.S. Government agencies and authorities
  $ 121,521       39.1 %   $ 120,348       44.2 %   $ 81,440       34.2 %
 
States, municipalities and political subdivisions
    1,446       0.5       3,064       1.1       4,317       1.8  
 
Public utilities
    7,309       2.3       8,074       3.0       4,229       1.8  
 
Convertibles and bonds with warrants attached
          NIL             NIL             NIL  
 
All other corporate bonds
    73,868       23.8       49,038       18.0       42,124       17.7  
 
Redeemable preferred stock
    24,205       7.8       25,180       9.3       30,311       12.7  
 
Certificates of deposit
    1,100       0.3       1,306       0.5       1,360       0.6  
     
     
     
     
     
     
 
   
Total fixed maturities(1)
    229,449       73.8       207,010       76.1       163,781       68.8  
Common and non-redeemable preferred stocks(2)
    44,000       14.2       32,062       11.8       24,317       10.2  
Mortgage, policy and student loans(3)
    5,564       1.8       5,739       2.1       6,134       2.6  
Other invested assets(4)
    4,639       1.5       5,031       1.9       4,854       2.0  
Real estate
          NIL             NIL       46       NIL  
Investment in unconsolidated trusts
    1,238       0.4       542       0.2             NIL  
Short-term investments(5)
    25,819       8.3       21,487       7.9       39,151       16.4  
     
     
     
     
     
     
 
 
Total investments
  $ 310,709       100.0 %   $ 271,871       100.0 %   $ 238,283       100.0 %
     
     
     
     
     
     
 

(1)  Fixed maturities are carried on the balance sheet at market value. Total cost of fixed maturities was $223.2 million as of December 31, 2003, $200.7 million as of December 31, 2002, and $158.5 million as of December 31, 2001.
 
(2)  Equity securities are valued at market. Total cost of equity securities was $21.7 million as of December 31, 2003, $17.1 million as of December 31, 2002, and $15.4 million as of December 31, 2001.
 
(3)  Mortgage, policy and student loans are valued at historical cost.
 
(4)  Investments in other invested assets which are traded are valued at estimated market value and those in which the Company has significant influence are accounted for using the equity method. Total cost

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of other invested assets was $4.6 million as of December 31, 2003, $5.3 million as of December 31, 2002 and $5.1 million as of December 31, 2001.
 
(5)  Short-term investments are valued at cost, which approximates market value.

      Results of the investment portfolio for periods shown were as follows:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Average investments(1)
  $ 283,873     $ 246,704     $ 227,922  
Net investment income
    15,359       13,793       14,141  
Average yield on investments
    5.41 %     5.59 %     6.20 %
Realized investment gains, net
    360       587       1,708  

(1)  Calculated as the average of the balances at the beginning of the year and at the end of each of the succeeding four quarters.

      Management’s investment strategy is an increased investment in short and medium maturity bonds and common and preferred stocks.

Employees

      The Company and its subsidiaries employed 254 people at December 31, 2003.

Financial Information By Industry Segment

      The Company’s primary insurance subsidiaries operate with relative autonomy and each company is evaluated based on its individual performance. American Southern, Association Casualty, and Georgia Casualty operate in the Property and Casualty insurance market, while Bankers Fidelity operates in the Life and Health insurance market. All segments derive revenue from the collection of premiums, as well as from investment income. Substantially all revenue other than that in the corporate and other segment is from external sources. (See Note 14 of Notes to Consolidated Financial Statements.)

Available Information

      The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other information with the Securities and Exchange Commission (the “SEC”). The public can read and obtain copies of those materials by visiting the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers like Atlantic American that file electronically with the SEC. The address of the SEC’s web site is http://www.sec.gov. In addition, as soon as reasonably practicable after such materials are filed with or furnished to the SEC by the Company, the Company makes copies available to the public, free of charge, on or through its web site at http://www.atlam.com.

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Executive Officers of the Registrant

      The table below and the information following the table set forth, for each executive officer of the Company as of March 1, 2004, his name, age, positions with the Company and business experience for the past five years, as well as any prior service with the Company (based upon information supplied by each of them).

                     
Director or
Name Age Position with the Company Officer Since




J. Mack Robinson
    80     Chairman of the Board     1974  
Hilton H. Howell, Jr. 
    41     Director, President & CEO     1992  
John G. Sample, Jr. 
    47     Senior Vice President & CFO     2002  

      Officers are elected annually and serve at the discretion of the Board of Directors.

      Mr. Robinson has served as a Director and Chairman of the Board since 1974 and served as President and Chief Executive Officer of the Company from September 1988 to May 1995. In addition, Mr. Robinson is a Director of Bull Run Corporation and Gray Television, Inc.

      Mr. Howell has been President and Chief Executive Officer of the Company since May 1995, and prior thereto served as Executive Vice President of the Company from October 1992 to May 1995. He has been a Director of the Company since October 1992. Mr. Howell is the son-in-law of Mr. Robinson. He is also a Director of Bull Run Corporation and Gray Television, Inc.

      Mr. Sample has served as Senior Vice President and Chief Financial Officer of the Company since July 2002. He also serves in the following capacities at subsidiaries of the Company: Director of Georgia Casualty, Director of Association Casualty, and Director of Bankers Fidelity. Prior to joining the Company in July 2002, he was a partner of Arthur Andersen LLP since 1990.

Forward-Looking Statements

      Certain of the statements and subject matters contained herein that are not based upon historical or current facts deal with or may be impacted by potential future circumstances and developments, and should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made based upon management’s belief, as well as assumptions made by and information currently available to management pursuant to “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements, and the discussion of such subject areas, involve, and therefore are qualified by, the inherent risks and uncertainties surrounding future expectations generally, and may materially differ from the Company’s actual future experience and results involving any one or more of such subject areas. The Company has attempted to identify, in context, certain of the factors that it currently believes may cause actual future experience and results to differ from current expectations. The Company’s operations and results also may be subject to the effect of other risks and uncertainties in addition to the relevant qualifying factors identified elsewhere herein, including, but not limited to, locality and seasonality in the industries to which the Company offers its products, the impact of competitive products and pricing, unanticipated increases in the rate and number of claims outstanding, volatility in the capital markets that may have an impact on the Company’s investment portfolio, the uncertainty of general economic conditions, and other risks and uncertainties identified from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. Many of such factors are beyond the Company’s ability to control or predict. As a result, the Company’s actual financial condition, results of operations and stock price could differ materially from those expressed in any forward-looking statements made by the Company. Undue reliance should not be placed upon forward-looking statements contained herein. The Company does not intend to publicly update any forward-looking statements that may be made from time to time by, or on behalf of, the Company.

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Item 2. Properties

      Leased Properties. The Company leases space for its principal offices and for some of its insurance operations in an office building located in Atlanta, Georgia, from Delta Life Insurance Company under leases which expire at various times from July 31, 2005 to May 31, 2012. Under the current terms of the leases, the Company occupies approximately 65,489 square feet of office space. Delta Life Insurance Company, the owner of the building, is controlled by J. Mack Robinson, Chairman of the Board of Directors and the largest shareholder of the Company. The terms of the leases are believed by Company management to be comparable to terms which could be obtained by the Company from unrelated parties for comparable rental property.

      American Southern leases space for its office in a building located in Atlanta, Georgia. The lease term expires January 31, 2010. Under the terms of the lease, American Southern occupies approximately 17,014 square feet.

      Association Casualty leases space for its office in a building located in Austin, Texas. The lease term expires December 31, 2005. Under the terms of the lease, Association Casualty occupies 18,913 square feet.

      Self Insurance Administrators, Inc. (“SIA”), a non-insurance subsidiary of the Company, leases space for its office in a building located in Stone Mountain, Georgia. The lease term expires December 31, 2004. Under the terms of the lease, SIA occupies 1,787 square feet.

 
Item 3. Legal Proceedings

      From time to time, the Company and its subsidiaries are involved in various claims and lawsuits incidental to and in the ordinary course of their businesses. In the opinion of management, such claims will not have a material effect on the business or financial condition of the Company.

 
Item 4. Submission of Matters to a Vote of Security Holders

      There were no matters submitted to a vote of the Company’s shareholders during the quarter ended December 31, 2003.

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PART II

 
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

      The Company’s common stock is quoted on the Nasdaq National Market (Symbol: AAME). As of March 19, 2004, there were 4,739 shareholders of record. The following table sets forth for the periods indicated the high and low sale prices of the Company’s common stock as reported on the Nasdaq National Market.

                   
Year Ended December 31, High Low



2003
               
 
1st quarter
  $ 1.84     $ 0.95  
 
2nd quarter
    2.90       1.17  
 
3rd quarter
    2.75       2.16  
 
4th quarter
    3.32       2.30  
2002
               
 
1st quarter
  $ 2.67     $ 1.60  
 
2nd quarter
    2.73       1.87  
 
3rd quarter
    2.46       1.62  
 
4th quarter
    2.35       1.25  

      The Company has not paid dividends to its common shareholders since the fourth quarter of 1988. Payment of dividends in the future will be at the discretion of the Company’s Board of Directors and will depend upon the financial condition, capital requirements, and earnings of the Company as well as other factors as the Board of Directors may deem relevant. The Company’s primary sources of cash for the payment of dividends are dividends from its subsidiaries. Under the insurance code of the state of jurisdiction under which each insurance subsidiary operates, dividend payments to the Company by its insurance subsidiaries without the prior approval of the Insurance Commissioner of the applicable state, are limited to the greater of 10% of accumulated statutory earnings or statutory net income before recognizing realized investment gains. The Company’s principal insurance subsidiaries had the following accumulated statutory earnings as of December 31, 2003: Georgia Casualty — $22.2 million, American Southern — $34.5 million, Association Casualty — $18.2 million, Bankers Fidelity Life — $31.2 million. The Company has elected to retain its earnings to grow its business and does not anticipate paying cash dividends on its common stock in the foreseeable future.

Equity Compensation Plan Information

      The following table sets forth, as of December 31, 2003, the number of securities outstanding under the Company’s equity compensation plans, the weighted average exercise price of such securities and the number of securities remaining available for grant under these plans:

                           
Weighted- Number of securities
average exercise remaining available for
Number of securities price of future issuance under
to be issued upon outstanding equity compensation
exercise of options, plans (excluding
outstanding options, warrants and securities reflected in
Plan Category warrants and rights rights the first column)




Equity compensation plans approved by security holders
    1,015,500     $ 1.82       2,452,150  
Equity compensation plans not approved by security holders
    (1)     (1)     (1)
     
     
     
 
 
Total
    1,015,500     $ 1.82       2,452,150  
     
     
     
 

(1)  All the Company’s equity compensation plans have been approved by the Company’s shareholders.

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Item 6. Selected Financial Data
                                               
Year Ended December 31,

2003 2002 2001 2000 1999





(Dollars in thousands, except per share data)
Insurance premiums
  $ 154,712     $ 154,499     $ 145,589     $ 133,497     $ 107,594  
Investment income
    15,628       14,011       14,317       15,552       12,724  
Other income
    900       1,148       1,694       1,287       1,172  
Realized investment gains, net
    360       587       1,708       1,922       2,831  
     
     
     
     
     
 
     
Total revenue
    171,600       170,245       163,308       152,258       124,321  
     
     
     
     
     
 
Insurance benefits and losses incurred
    102,343       109,109       106,896       97,628       78,162  
Other expenses
    62,732       58,033       52,159       49,874       42,237  
     
     
     
     
     
 
   
Total benefits and expenses
    165,075       167,142       159,055       147,502       120,399  
     
     
     
     
     
 
Income before income taxes and cumulative effect of change in accounting principle
    6,525       3,103       4,253       4,756       3,922  
Income tax (benefit) expense
    (319 )     (498 )     656       1,124       (6,988 )
     
     
     
     
     
 
Income before cumulative effect of change in accounting principle
    6,844       3,601       3,597       3,632       10,910  
Cumulative effect of change in accounting principle(1)
          (15,816 )                  
     
     
     
     
     
 
     
Net income (loss)
  $ 6,844     $ (12,215 )   $ 3,597     $ 3,632     $ 10,910  
     
     
     
     
     
 
Basic earnings (loss) per common share:
                                       
 
Income before cumulative effect of change in accounting principle
  $ .26     $ .10     $ .10     $ .12     $ .48  
 
Cumulative effect of change in accounting principle(1)
          (.74 )                  
     
     
     
     
     
 
 
Net income (loss)
  $ .26     $ (.64 )   $ .10     $ .12     $ .48  
     
     
     
     
     
 
Diluted earnings (loss) per common share:
                                       
 
Income before cumulative effect of change in accounting principle
  $ .25     $ .10     $ .10     $ .12     $ .46  
 
Cumulative effect of change in accounting principle(1)
          (.73 )                  
     
     
     
     
     
 
 
Net income (loss)
  $ .25     $ (.63 )   $ .10     $ .12     $ .46  
     
     
     
     
     
 
Tangible book value per common share(2)
  $ 3.30     $ 2.79     $ 2.49     $ 2.26     $ 2.14  
Common shares outstanding
    21,199       21,374       21,246       21,157       21,027  
Total assets
  $ 443,552     $ 421,524     $ 412,019     $ 375,777     $ 351,144  
Total long-term debt
  $ 53,238     $ 48,042     $ 44,000     $ 46,500     $ 51,000  
Total debt
  $ 56,238     $ 50,042     $ 44,000     $ 46,500     $ 51,000  
Total shareholders’ equity
  $ 86,893     $ 78,540     $ 87,526     $ 83,240     $ 78,948  

(1)  Represents a cumulative effect of change in accounting principle with respect to the adoption of Statement of Financial Accounting Standards No. 142 regarding goodwill.
 
(2)  Excludes goodwill.

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Item 7. 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 “Company”) and its subsidiaries for each of the three years in the period ended December 31, 2003. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere herein.

      Atlantic American is an insurance holding company whose operations are conducted through a group of regional insurance companies: American Southern Insurance Company and American Safety Insurance Company (together known as “American Southern”); Association Casualty Insurance Company and Association Risk Management General Agency, Inc. (together known as “Association Casualty”); Georgia Casualty & Surety Company (“Georgia Casualty”); and Bankers Fidelity Life Insurance Company (“Bankers Fidelity”). Each operating company is managed separately based upon the geographic location or the type of products offered; although management is conforming information systems, policies and procedures, products, marketing and other functions between Association Casualty and Georgia Casualty to create a southern “regional” property and casualty operation.

Critical Accounting Estimates

      The accounting and reporting policies of Atlantic American and its subsidiaries are in accordance with accounting principles generally accepted in the United States and, in management’s belief, conform to general practices within the insurance industry. The following is an explanation of the Company’s accounting policies and the resultant estimates considered most significant by management. These accounting policies inherently require significant judgment and assumptions and actual results could differ from management’s initial estimates. Atlantic American does not expect that changes in the estimates determined using these policies would have a material effect on the Company’s financial condition or liquidity, although changes could have a material effect on its consolidated results of operations.

      Unpaid loss and loss adjustment expense comprised 42% of the Company liabilities at December 31, 2003. This obligation includes an estimate for: 1) unpaid losses on claims reported prior to December 31, 2003, 2) future development on those reported claims, 3) unpaid ultimate losses on claims incurred prior to December 31, 2003 but not yet reported to the Company and 4) unpaid claims adjustment expense for reported and unreported claims incurred prior to December 31, 2003. Quantification of loss estimates for each of these components involves a significant degree of judgment and estimates may vary, materially, from period to period. Estimated unpaid losses on reported claims are developed based on historical experience with similar claims by the Company. Future development on reported claims, estimates of unpaid ultimate losses incurred prior to December 31, 2003 but not yet reported to the Company, and estimates of unpaid claims adjustment expense are developed based on the Company’s historical experience using actuarial methods to assist in the analysis. The Company’s actuarial staff develops ranges of estimated future development on reported and unreported claims as well as loss adjustment expenses using various methods including the paid-loss development method, the reported-loss development method, the paid Bornhuetter-Ferguson method, the reported Bornhuetter-Ferguson method, the Berquist-Sherman method and a frequency-severity method. Any single method used to estimate ultimate losses has inherent advantages and disadvantages due to the trends and changes affecting the business environment and the Company’s administrative policies. Further, a variety of external factors, such as legislative changes, medical inflation, and others may directly or indirectly impact the relative adequacy of liabilities for unpaid losses and loss adjustment expense. The Company’s approach is the selection of an estimate of ultimate losses based on comparing results of a variety of reserving methods, as opposed to total reliance on any single method. Unpaid loss and loss adjustment expenses are generally reviewed quarterly for significant lines of business, and when current results differ from the original assumptions used to develop such estimates, the amount of the Company’s recorded liability for unpaid claims and claim adjustment expenses is adjusted.

      Future policy benefits comprised 13% of the Company’s total liabilities at December 31, 2003. These liabilities relate to life insurance products and are based upon assumed future investment yields, mortality

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rates, and withdrawal rates after giving effect to possible risks of adverse deviation. The assumed mortality and withdrawal rates are based upon the Company’s experience. If actual results differ from the initial assumptions, the amount of the Company’s recorded liability could require adjustment.

      Deferred acquisition costs comprised 6% of the Company’s total assets at December 31, 2003. Deferred acquisition costs are commissions, premium taxes, and other costs that vary with and are primarily related to the acquisition of new and renewal business and are generally deferred and amortized. The deferred amounts are recorded as an asset on the balance sheet and amortized to income in a systematic manner. Traditional life insurance and long-duration health insurance deferred policy acquisition costs are amortized over the estimated premium-paying period of the related policies using assumptions consistent with those used in computing the related liability for policy benefit reserves. The deferred acquisition costs for property and casualty insurance and short-duration health insurance are amortized over the effective period of the related insurance policies. Deferred policy acquisition costs are expensed when such costs are deemed not to be recoverable from future premiums (for traditional life and long-duration health insurance) and from the related unearned premiums and investment income (for property and casualty and short-duration health insurance). Assessments of recoverability for property and casualty and short-duration health insurance are extremely sensitive to the estimates of a subsequent year’s projected losses related to the unearned premiums. Projected loss estimates for a current block of business for which unearned premiums remain to be earned may vary significantly from the indicated losses incurred in any given calendar year.

      Receivables are amounts due from reinsurers, insureds and agents and comprised 19% of the Company’s total assets at December 31, 2003. Allowances for uncollectible amounts are established, as and when a loss has been determined probable, against the related receivable. Annually, the Company and/or its reinsurance broker perform an analysis of the credit worthiness of the Company’s reinsurers. Failure of reinsurers to meet their obligations due to insolvencies or disputes could result in uncollectible amounts and losses to the Company. Insured and agent balances are evaluated periodically for collectibility. Losses are recognized when determined on a specific account basis and a general provision for loss is made based on the Company’s historical experience.

      Cash and investments comprised 72% of the Company’s total assets at December 31, 2003. Substantially all investments are in bonds and common and preferred stocks, which are subject to significant market fluctuations. The Company carries all investments as available for sale and accordingly at their estimated market values. On occasion, the value of an investment may decline to a value below its amortized purchase price and remain at such value for an extended period of time. When an investment’s indicated market value has declined below its cost basis for a period of time, generally, not less than nine months, the Company evaluates such investment for other than a temporary impairment. If other than a temporary impairment is deemed to exist, then the Company will write down the amortized cost basis of the investment to a more appropriate value. While such write down does not impact the reported value of the investment in the Company’s balance sheet, it is reflected as a realized investment loss in the Company’s Consolidated Statements of Operations.

      Deferred income taxes comprised less than 1% of the Company’s total liabilities at December 31, 2003. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for tax purposes. These deferred income taxes are measured by applying currently enacted tax laws and rates. Valuation allowances are recognized to reduce the deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future taxable income and tax planning strategies.

      Refer to Note 1 of “Notes to Consolidated Financial Statements” for details regarding the Company’s significant accounting policies.

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Overall Corporate Results

                             
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Revenue
                       
Property and Casualty:
                       
 
American Southern
  $ 42,202     $ 44,353     $ 43,779  
 
Association Casualty
    22,776       26,619       29,668  
 
Georgia Casualty
    37,523       33,093       28,515  
     
     
     
 
   
Total property and casualty
    102,501       104,065       101,962  
Life and Health:
                       
 
Bankers Fidelity
    68,333       65,276       60,244  
Corporate and Other
    766       904       1,102  
     
     
     
 
Total Revenue
  $ 171,600     $ 170,245     $ 163,308  
     
     
     
 
Income before taxes and cumulative effect of change in accounting principle
                       
Property and Casualty:
                       
 
American Southern
  $ 7,847     $ 6,621     $ 6,796  
 
Association Casualty
    (612 )     (1,981 )     (2,925 )
 
Georgia Casualty
    1,115       (178 )     2,106  
     
     
     
 
   
Total property and casualty
    8,350       4,462       5,977  
Life and Health:
                       
 
Bankers Fidelity
    5,269       4,065       3,370  
Corporate and Other
    (7,094 )     (5,424 )     (5,094 )
     
     
     
 
Total income before taxes and cumulative effect of change in accounting principle
  $ 6,525     $ 3,103     $ 4,253  
     
     
     
 

      On a consolidated basis, the Company had net income for 2003 of $6.8 million, or $.25 per diluted share. In 2002, the Company had a net loss of $12.2 million, or $.63 per diluted share. Net income was $3.6 million, or $.10 per diluted share in 2001. The net loss for 2002 was primarily the result of a non-cash charge of $15.8 million to reflect a change in accounting for goodwill. Total revenue for 2003 increased slightly to $171.6 million from $170.2 million in 2002. The moderate increase in revenue during 2003 is primarily attributable to the non-renewal of several accounts that were unprofitable in addition to the loss of one of the Company’s larger contracts early in the second quarter of 2003, offset by continued new business growth and premium increases on existing business. Total revenue for 2002 increased $6.9 million, or 4.2%, to $170.2 million from $163.3 million in 2001. The increase in revenue during 2002 was primarily due to significant premium rate increases at both Georgia Casualty and Bankers Fidelity on new and renewal business. During 2003, net income was favorably impacted by a $1.5 million deferred tax benefit related to a reduction of the Company’s valuation allowance compared to a similar $1.3 million and $0.8 million deferred tax benefit in 2002 and 2001, respectively. The reduction of the valuation allowance was the result of reassessment as to the realization of certain net operating loss carry forwards. Also, during 2003, the Company recognized a tax benefit of approximately $1.0 million related to prior years’ alternative minimum tax payments, which did not occur in 2002 or 2001. At the time such payments were made there was no assurance that such amounts could be recovered in future periods. After filing the Company’s 2002 tax returns in 2003 and assessing the current status of the life insurance versus non-life insurance subsidiaries, the Company determined that the realization of future benefit from prior years’ alternative minimum tax payments was probable and, accordingly, the benefit was recognized. Income before income taxes and cumulative effect of change in accounting principle increased 110.3% to

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$6.5 million in 2003 as compared to 2002 primarily due to better operating performance from all of the Company’s subsidiaries. Income before income taxes and cumulative effect of change in accounting principle decreased to $3.1 million in 2002 from $4.3 million in 2001. The decrease during 2002 was primarily due to adverse development on prior years’ claims as well as a significant increase in the second injury trust fund and insolvency assessments, both in the casualty division.

      The Company’s casualty operations, referred to as the Casualty Division, are comprised of American Southern, Association Casualty, and Georgia Casualty. The Company’s life and health operations, referred to as the Life and Health Division, are comprised of the operations of Bankers Fidelity.

      A more detailed analysis of the individual operating entities and other corporate activities is provided in the following discussion.

Underwriting Results

     American Southern

      The following table summarizes, for the periods indicated, American Southern’s premiums, losses and underwriting ratios:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Gross written premiums
  $ 44,393     $ 48,713     $ 45,490  
Ceded premiums
    (6,435 )     (6,878 )     (5,931 )
     
     
     
 
Net written premiums
  $ 37,958     $ 41,835     $ 39,559  
     
     
     
 
Net earned premiums
  $ 37,358     $ 39,914     $ 39,023  
Net losses and loss adjustment expenses
    20,977       26,353       26,069  
Underwriting expenses
    13,378       11,379       10,914  
     
     
     
 
Underwriting income
  $ 3,003     $ 2,182     $ 2,040  
     
     
     
 
Loss ratio
    56.2 %     66.0 %     66.8 %
Expense ratio
    35.8       28.5       28.0  
     
     
     
 
Combined ratio
    92.0 %     94.5 %     94.8 %
     
     
     
 

      Gross written premiums at American Southern decreased $4.3 million, or 8.9%, during 2003. The decrease in premiums was attributable to the loss of American Southern’s largest account upon its contractual termination on April 30, 2003 partially offset by new business. The lost contract represented annualized premiums of $14.3 million, or approximately 10% of annualized premium revenue for Atlantic American and even though no individual piece of new business is of the same magnitude as the lost contract, American Southern has substantially replaced the written premium with new contracts from a more diversified group of clients.

      Ceded premiums decreased $0.4 million, or 6.4%, during 2003. Although American Southern has experienced an increase in reinsurance rates, the effective percent of premiums ceded to premiums earned remained virtually unchanged in 2003 from 2002. Rate increases were offset by a reduction in reinsurance costs attributable to the loss of American Southern’s largest account discussed previously. This contract, which terminated on April 30, 2003, had higher reinsurance costs than the other accounts in American Southern’s book of business.

      Gross written premiums at American Southern increased $3.2 million, or 7.1%, during 2002. The increase in premiums was primarily attributable to significant rate increases, new business generated by established agents including one new state contract that contributed $1.1 million in written premiums as well as premiums provided by new agency appointments. Offsetting these increases in gross written

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premiums was the loss of one state contract in July 2001, which had contributed approximately $2.0 million in written premiums during 2001. The loss of this particular contract resulted in a reduction in annualized premium for 2002 of approximately $4.0 million.

      Ceded premiums increased $0.9 million, or 16.0%, during 2002. In 2002, American Southern experienced higher reinsurance rates; however, the increase in reinsurance was also due to several factors other than pricing. As American Southern premiums are determined and ceded as a percentage of earned premiums, an increase in ceded premiums occurs when earned premiums increase. Further, included in 2001 was a state contract that accounted for $2.0 million in written premiums during 2001 for which there was no reinsurance. The contract was not renewed in 2002. Accordingly, in 2002 there was a higher effective percent of premiums ceded to premiums written than in 2001.

      American Southern produces much of its business through contracts with various states and municipalities, some of which represent significant amounts of revenue. These contracts, which last from one to three years, are periodically subject to competitive renewal quotes and the loss of a significant contract could have a material adverse effect on the business or financial condition of American Southern and the Company. In an effort to increase the number of programs underwritten by American Southern and to insulate it from the loss of any one program, American Southern is continually evaluating new underwriting programs. There can be no assurance, however, that new programs or new accounts will offset lost business.

      The following table summarizes, for the periods indicated, American Southern’s earned premiums by line of business:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Automobile liability
  $ 17,947     $ 22,748     $ 23,677  
Automobile physical damage
    9,451       9,829       8,732  
General liability
    5,777       3,647       3,161  
Property
    3,819       3,627       3,386  
Surety
    364       63       67  
     
     
     
 
Total earned premium
  $ 37,358     $ 39,914     $ 39,023  
     
     
     
 

      Net earned premiums for 2003 decreased $2.6 million, or 6.4%, from 2002 primarily due to the loss of American Southern’s largest contract, which has been previously discussed, partially offset by the new more diversified business written in 2003.

      Net earned premiums for 2002 increased $0.9 million, or 2.3%, over 2001 also primarily due to the factors discussed previously.

      The performance of an insurance company is often measured by the 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).

      The combined ratio for American Southern decreased from 94.5% in 2002 to a combined ratio of 92.0% in 2003. The loss ratio decreased to 56.2% in 2003 from 66.0% in 2002. The decrease in the loss ratio during 2003 was primarily attributable to the loss of American Southern’s largest account, which expired on April 30, 2003. American Southern’s loss ratio in 2003 improved significantly as it benefited from a substantial reduction in automobile claims related to this account. The expense ratio for 2003 increased to 35.8% from 28.5% in 2002. The increase in the expense ratio in 2003 is a function of American Southern’s contractual arrangements, which compensate the company’s agents in relation to the

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loss ratios of the business they write. The majority of American Southern’s business is structured in such a way that the agents are rewarded or penalized based upon the loss ratio of the business they submit. By structuring its business in this manner, American Southern provides its agents with an economic incentive to place profitable business with American Southern. As a result of this arrangement, in periods where losses and the loss ratio decrease, commission and underwriting expenses increase. American Southern is also experiencing an increase in acquisition costs, specifically in net fixed commissions, associated with new programs and accounts the company has underwritten in 2003. As a percentage of gross written premiums, net fixed commissions have increased from 9.2% in 2002 to 14.2% in 2003.

      The combined ratio for American Southern decreased from 94.8% in 2001 to a combined ratio of 94.5% in 2002. The loss ratio decreased to 66.0% in 2002 from 66.8% in 2001. During 2001, American Southern released approximately $1.4 million of redundant reserves related to certain program business that favorably impacted the loss ratio for 2001. Excluding the impact of the reserve redundancy recognized in 2001, the loss ratio in 2002 improved significantly over 2001 primarily due to lower than anticipated losses on the personal and commercial automobile lines of business. The expense ratio for 2002 increased slightly to 28.5% from 28.0% in 2001. The increase in the expense ratio in 2002 was a direct result of American Southern’s business structure discussed previously.

     Association Casualty

      The following table summarizes, for the periods indicated, Association Casualty’s premiums, losses and underwriting ratios:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Gross written premiums
  $ 26,853     $ 26,786     $ 34,648  
Ceded premiums
    (4,584 )     (4,166 )     (3,692 )
     
     
     
 
Net written premiums
  $ 22,269     $ 22,620     $ 30,956  
     
     
     
 
Net earned premiums
  $ 20,352     $ 24,244     $ 25,711  
Net losses and loss adjustment expenses
    15,245       20,402       23,613  
Underwriting expenses
    8,143       8,198       8,155 (1)
     
     
     
 
Underwriting loss
  $ (3,036 )   $ (4,356 )   $ (6,057 )
     
     
     
 
Loss ratio
    74.9 %     84.2 %     91.8 %
Expense ratio
    40.0       33.8       31.7 (1)
     
     
     
 
Combined ratio
    114.9 %     118.0 %     123.5 %
     
     
     
 

(1)  Excludes the interest expense on an intercompany surplus note associated with the acquisition of Association Casualty.

      Gross written premiums at Association Casualty increased $0.1 million in 2003. The slight increase in gross written premiums was primarily attributable to the continued rationalization of certain business along with implementation of certain minimum account standards. During 2003, approximately $3.9 million in gross written premiums were non-renewed as a result of these initiatives. Association Casualty continues to re-underwrite the workers’ compensation book of business, increase rates on renewal business, and increase business writings for commercial lines other than workers’ compensation such as general liability, property and automobile.

      Ceded premiums at Association Casualty increased $0.4 million, or 10.0%, during 2003. In 2003, Association Casualty’s primary reinsurance agreement expired. Due to the proposed renewal rates and terms associated therewith, Association Casualty terminated the relationship with its existing reinsurer and entered into a new reinsurance agreement. The new reinsurance rates will result in a prospective pricing

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increase of approximately 12% over previous rates. Furthermore, Association Casualty has also experienced higher reinsurance rates due to the change in the company’s book of business. Ceded premiums have increased disproportionately due to the higher reinsurance costs associated with these new lines of business. Excluding assumed written premiums of $3.6 million in 2003 that are not subject to reinsurance and did not exist in 2002, reinsurance premiums ceded as a percentage of written premiums increased to 19.7% in 2003 from 15.6% in 2002.

      Gross written premiums at Association Casualty decreased $7.9 million, or 22.7%, during 2002 as compared to 2001. The primary reasons for this decline were as follows: a cessation of writing accident and health policies in the first quarter of 2002 resulting in a $1.0 million decline in 2002 as compared to 2001; a $3.0 million decline in 2002 as a result of the company’s change late in 2000 and throughout 2001 in recognizing written premiums on an annualized basis instead of the installment method and; an extensive re-underwriting of the workers’ compensation book of business, which even after significant rate increases resulted in a decline in 2002 premiums. Association Casualty increased rates on renewal business by approximately 17% in 2002.

      Ceded premiums at Association Casualty increased $0.5 million, or 12.8%, during 2002. As Association Casualty continued its diversification into commercial lines other than workers’ compensation, ceded premiums increased significantly due to the higher reinsurance costs associated with these new lines of business.

      The following table summarizes, for the periods indicated, Association Casualty’s earned premiums by line of business:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Workers’ compensation
  $ 13,196     $ 18,950     $ 22,784  
Business automobile
    2,307       1,811       671  
General liability
    385       221       117  
Property
    4,464       3,080       1,001  
Group accident and health
          182       1,138  
     
     
     
 
Total earned premium
  $ 20,352     $ 24,244     $ 25,711  
     
     
     
 

      Net earned premiums decreased $3.9 million, or 16.1%, during 2003 and $1.5 million, or 5.7%, during 2002 primarily due to the reasons discussed previously.

      The combined ratio for Association Casualty decreased from 118.0% in 2002 to 114.9% in 2003. The loss ratio decreased from 84.2% in 2002 to 74.9% in 2003. The decrease in the loss ratio was primarily attributable to an extensive re-underwriting of the workers’ compensation book of business that began in 2002. Although Association Casualty is benefiting from these initiatives, it continues to be adversely impacted by the liberal interpretation of the workers’ compensation laws in the state of Texas. As the law has evolved, interpretive changes in the application of “life time medical” and “impairment rating” provisions have resulted in increased medical costs and the need to provide for additional reserves. Association Casualty continues to increase pricing and improve underwriting criteria to help to mitigate these costs, as well as others. The expense ratio increased to 40.0% in 2003 from 33.8% in 2002, primarily as a result of a consistent level of fixed expenses coupled with a decrease in earned premiums.

      The combined ratio for Association Casualty decreased from 123.5% in 2001 to 118.0% in 2002. The loss ratio decreased from 91.8% in 2001 to 84.2% in 2002. The decrease in the loss ratio was primarily attributable to significant premium rate increases in addition to benefits from non-renewing its unprofitable workers’ compensation business as discussed previously. The expense ratio increased to 33.8% in 2002 from 31.7% in 2001, primarily as a result of the change in the book of business and the decline in earned premiums.

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     Georgia Casualty

      The following table summarizes, for the periods indicated, Georgia Casualty’s premiums, losses and underwriting ratios:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Gross written premiums
  $ 51,753     $ 52,406     $ 40,966  
Ceded premiums
    (14,481 )     (17,889 )     (15,702 )
     
     
     
 
Net written premiums
  $ 37,272     $ 34,517     $ 25,264  
     
     
     
 
Net earned premiums
  $ 34,319     $ 29,744     $ 25,579  
Net losses and loss adjustment expenses
    22,258       19,950       17,644  
Underwriting expenses
    14,150       13,321       8,765  
     
     
     
 
Underwriting loss
  $ (2,089 )   $ (3,527 )   $ (830 )
     
     
     
 
Loss ratio
    64.9 %     67.1 %     69.0 %
Expense ratio
    41.2       44.8       34.3  
     
     
     
 
Combined ratio
    106.1 %     111.9 %     103.3 %
     
     
     
 

      Gross written premiums at Georgia Casualty decreased $0.7 million, or 1.2%, in 2003. The decrease in premiums was primarily attributable to the non-renewal of several large accounts that were previously unprofitable in addition to the complete elimination of a substandard underwriting program, which began during the latter part of 2002. During 2003, approximately $4.3 million in gross written premiums were non-renewed from these initiatives. Through existing agents, Georgia Casualty continues to produce new business and increase rates on renewal business.

      Ceded premiums at Georgia Casualty decreased $3.4 million, or 19.1%, in 2003. The decrease in ceded premiums is primarily due to the quota share reinsurance agreement. During 2003, the 30% quota share reinsurance agreement that Georgia Casualty had put into place in the first quarter of 2002 was reduced to a 20% quota share agreement retroactive to January 1, 2003. The reduction in the quota share agreement resulted in a decrease in ceded premiums of approximately $3.6 million in 2003 as compared to 2002 when the cession rate was higher.

      Gross written premiums at Georgia Casualty increased $11.4 million, or 27.9%, in 2002. The increase in premiums was primarily attributable to rate increases on renewal business of approximately 16% coupled with new business produced by existing agents. The majority of the growth occurred in the package policies, while the workers’ compensation line of business experienced a modest growth.

      Ceded premiums at Georgia Casualty increased $2.2 million, or 13.9%, in 2002. The increase in ceded premiums was primarily due to an overall increase in rates charged to reinsure the business as well as the growth experienced by the company. Also, the 40% quota share reinsurance agreement that Georgia Casualty incepted in 2001 for premium growth and surplus protection was reduced to a 30% quota share on January 1, 2002. From this initiative, premiums ceded under the quota share agreement decreased $3.4 million during 2002 resulting in a lower effective percent of premium ceded to premium written.

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      The following table summarizes, for the periods indicated, Georgia Casualty’s earned premiums by line of business:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Workers’ compensation
  $ 11,071     $ 10,592     $ 10,744  
Business automobile
    8,767       7,388       5,412  
General liability
    2,272       1,761       2,610  
Property
    12,209       10,003       6,813  
     
     
     
 
Total earned premium
  $ 34,319     $ 29,744     $ 25,579  
     
     
     
 

      Net earned premiums increased $4.6 million, or 15.4%, during 2003. The increase in earned premiums was due to several reasons including rate increases and new business. While the cession for the quota share was reduced from 40% in 2001 to 30% in 2002, the bulk of written premiums ceded under the 40% quota share agreement during 2001 were recognized in 2002, resulting in lower earned premiums in 2002 as compared to 2003 when the cession rate was lower. Additionally, in 2003 net earned premiums at Georgia Casualty increased by $1.8 million due to another reduction in the quota share reinsurance agreement discussed previously.

      Net earned premiums increased $4.2 million, or 16.3%, during 2002 primarily due to the factors discussed previously. Partially offsetting the increase in net earned premiums for 2002 was an increase in ceded earned premiums under the quota share agreement. While the cession for the quota share had been reduced from 40% in 2001 to 30% in 2002, the bulk of the written premiums ceded under this agreement during 2001 were recognized in 2002.

      The combined ratio for Georgia Casualty decreased from 111.9% in 2002 to 106.1% in 2003. The loss ratio decreased from 67.1% in 2002 to 64.9% in 2003. The decrease in the loss ratio was primarily attributable to better experience on Georgia Casualty’s net book of business during 2003 than in 2002. During 2002, Georgia Casualty incurred several large losses. The expense ratio decreased in 2003 to 41.2% from 44.8% in 2002. The decrease in the expense ratio was primarily due to the reversal of the company’s accrued 2002 policyholder dividend payment of $0.4 million due to substandard results for workers’ compensation business in the states of Florida and Georgia during 2003. In 2003 and 2002, Georgia Casualty accrued and expensed $0 and $0.5 million, respectively, for policyholder dividends. The reduction of the 2002 policyholder dividend accrual in 2003 decreased expenses by $0.9 million during 2003 as compared to the same period in 2002.

      The combined ratio for Georgia Casualty increased to 111.9% in 2002 from 103.3% in 2001. The loss ratio decreased slightly from 69.0% in 2001 to 67.1% in 2002. The decrease in the loss ratio was attributable to rate increases and continued focus on disciplined underwriting. The expense ratio increased to 44.8% in 2002 from 34.3% in 2001 primarily due to an overall increase in operating expenses resulting from significant business growth in addition to state assessments, specifically second injury trust fund and insolvency assessments. In 2002 the company expensed $2.2 million for such assessments compared to $0.9 million in 2001.

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      Bankers Fidelity

      The following summarizes, for the periods indicated, Bankers Fidelity’s premiums and operating expenses:

                         
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Medicare Supplement
  $ 46,190     $ 42,298     $ 38,268  
Other health products
    2,952       2,878       2,912  
Life insurance
    13,541       15,421       14,096  
     
     
     
 
Total earned premium
  $ 62,683     $ 60,597     $ 55,276  
     
     
     
 
Insurance benefits and losses
  $ 43,863     $ 42,404     $ 39,570  
Underwriting expenses
    19,201       18,807       17,304  
     
     
     
 
Total expenses
  $ 63,064     $ 61,211     $ 56,874  
     
     
     
 

      Premium revenue at Bankers Fidelity increased $2.1 million, or 3.4%, during 2003. The Medicare Supplement line of business increased $3.9 million, or 9.2%, and accounts for 74% of total earned premiums. Bankers Fidelity continues its market expansion throughout the Southeast, Mid-Atlantic, and in the western United States. In 2003, the company’s key states in terms of premium revenue were Georgia, Indiana, Pennsylvania, Utah and West Virginia, which accounted for approximately 60% of total earned premium for 2003. The Medicare Supplement line of business in these states increased approximately $1.5 million in 2003 as compared to the same period in 2002. During 2003, rate increases were implemented in varying amounts by state and plan. Rate increases that were implemented in 2002 resulted in increased revenue and profitability in 2003. During the same time, the life insurance line of business decreased $1.9 million, or 12.2%. During 2002, Bankers Fidelity contracted varying amounts of whole life insurance to certain former Cub Food workers for a single life premium of $1.2 million, which did not occur in 2003. The lack of such a significant contract in 2003 as well as a decline in qualified leads resulted in a lower level of life insurance premiums in 2003 than in 2002.

      Premium revenue at Bankers Fidelity increased $5.3 million, or 9.6%, during 2002. The most significant increase in premium was in the Medicare Supplement line of business, which increased $4.0 million, or 10.5%. During 2002, Bankers Fidelity generated additional Medicare Supplement premium revenue in the state of Pennsylvania of approximately $1.7 million. In addition, in both 2002 and 2001, rate increases were implemented in varying amounts by state and type of plan. Significant rate increases in 2001 resulted in increased revenue and profitability in 2002, thereby requiring smaller rate increases in 2002 than those experienced in 2001. Additionally, the life insurance line of business increased $1.3 million, or 9.4%, primarily due to $1.2 million in single premium life sales.

      The increase in both “benefits and losses” and “underwriting expenses” during 2003 and 2002 was primarily attributable to the increase in premiums for those periods. As a percentage of premiums, benefits and losses were 70.0% in 2003 compared to 70.0% in 2002 and 71.6% in 2001. The increase in the loss ratio in 2001 was primarily due to continued aging of the life business and higher medical costs than expected for the health business. Rate increases implemented by the company on the Medicare Supplement line of business have helped to mitigate the impact of higher medical costs.

      Bankers Fidelity has been reasonably successful in controlling operating costs, while continuing to add new business. As a percentage of premiums, commissions and underwriting expenses were 30.6% in 2003 compared to 31.0% in 2002 and 31.3% in 2001.

Investment Income and Realized Gains

      Investment income for 2003 of $15.6 million increased $1.6 million, or 11.5%, from 2002. The increase in investment income during 2003 was primarily due to a shift from short-term investments to

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higher yielding fixed maturities. The Company’s investment in fixed maturities increased from $207.0 million at December 31, 2002 to $229.5 million as of December 31, 2003.

      Realized investment gains were $0.4 million in 2003, $0.6 million in 2002, and $1.7 million in 2001. During the years ended December 31, 2003 and 2002, the Company recorded impairments of $1.0 million and $0.2 million, respectively, related to a common stock investment and $0.2 million and $0, respectively, related to an other invested asset. There were no impairments recorded for the year ended December 31, 2001. While the impairments did not impact the carrying value of the investments, they resulted in realized losses of $1.2 million in 2003 and $0.2 million in 2002. Management continually evaluates the Company’s investment portfolio and when opportunities arise will divest investments.

      Investment income for 2002 of $14.0 million decreased $0.3 million, or 2.1%, from 2001. The decrease in investment income during 2002 was primarily attributable to decreased interest rates. During both years, the decline in interest rates resulted in several of the Company’s higher yielding callable fixed income securities being redeemed by the issuers prior to maturity. The proceeds received from the early redemptions of these fixed income securities were reinvested at a lower yield, and as a result, investment income decreased during 2002. In addition, the Company’s equity investment in its joint venture with AAA Carolinas was reduced by $0.4 million in 2002 to reflect lower than expected premium production and higher expenses compared to a decrease of $0.2 million in the equity investment during 2001.

Interest Expense

      Interest expense increased $0.6 million, or 21.8%, during 2003 to $3.1 million from $2.6 million in 2002. As of December 31, 2003, total debt increased $6.2 million to $56.2 million, from $50.0 million at December 31, 2002. On December 4, 2002, the Company participated in a pooled private placement offering of trust preferred securities. In that offering, the Company issued to a separate newly created Connecticut statutory trust approximately $18.0 million in thirty year junior subordinated debentures, and the trust sold $17.5 million of trust preferred securities to third party investors. Of the $17.0 million in net proceeds, $12.0 million was used to reduce the principal balance on the Company’s outstanding term loan to $32.0 million from $44.0 million. On May 15, 2003, the Company participated in a second pooled private placement offering of trust preferred securities. In that offering, the Company issued to a separate newly created Connecticut statutory trust approximately $23.2 million in thirty year junior subordinated debentures, and that trust sold $22.5 million of trust preferred securities to third party investors. Of the $21.8 million in net proceeds, $17.0 million was used to reduce the principal balance on the Company’s outstanding term loan to $15.0 million from $32.0 million. Both trust preferred securities issuances, which have a maturity of thirty years from their original date of issuance, have an interest rate equivalent to the London Interbank Offer Rate (“LIBOR”) plus an applicable margin varying from 4.00% to 4.10% and the portion of the term loan that was repaid with the proceeds from the trust preferred issuances had an interest rate equivalent of LIBOR plus 2.50%. The increase in debt level, along with the increased variable rate paid thereon, results in the increase in interest expense for 2003.

      In 2002, interest expense decreased $0.7 million to $2.6 million from $3.2 million in 2001. The decrease in interest expense was primarily due to a decline in interest rates. The base interest rate during 2002, which is three-month LIBOR, decreased from prevailing three-month LIBOR rates in 2001. The interest rates on the Company’s debt generally are variable and tied to LIBOR. Additionally, the Company’s average debt levels during 2002 were lower as compared to 2001. The reduction in average debt levels, along with decreasing interest rates, accounts for the decrease in 2002.

Other Expenses

      Other expenses (commissions, underwriting expenses, and other expenses) increased $4.1 million, or 7.5%, in 2003. The increase in other expenses during 2003 is attributable to several factors. First, the Company experienced an increase in acquisition costs on new and renewal business at American Southern, which increased $1.9 million over 2002. Of the $1.9 million increase in acquisition costs in 2003, agents’ profit sharing commissions at American Southern accounted for $0.7 million of the increase due primarily

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to lower loss ratios. The majority of American Southern’s business is structured in a way that agents are rewarded or penalized based upon the loss ratio of the business they submit to the company. In periods where the loss ratio decreases, commissions and underwriting expenses will increase and conversely in periods where the loss ratio increases, commissions and underwriting expenses should decrease. In addition, the bad debt reserve was increased by $0.3 million due to uncertainty as to the collectibility of certain agent and customer receivables. Also contributing to the increase in other expenses was an overall increase in operating expenses, primarily compensation which increased $1.2 million as compared to 2002. On a consolidated basis, as a percentage of earned premiums, other expenses increased to 38.5% from 35.9% in 2002.

      Other expenses increased $6.5 million, or 13.4%, in 2002, primarily due to a significant increase in acquisition costs related to new business. In addition, the Company experienced an overall increase in operating expenses, primarily compensation and state assessments both of which increased $1.3 million as compared to 2001. Also contributing to the increase in other expenses was a decrease of $1.4 million in the ceding commission Georgia Casualty was receiving from the quota share contract, which was reduced from a 40% quota share reinsurance agreement to a 30% quota share reinsurance agreement on January 1, 2002. On a consolidated basis, as a percentage of earned premiums, other expenses increased to 35.9% in 2002 from 33.6% in 2001.

Liquidity and Capital Resources

      The major 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. The Company’s primary sources of cash are written premiums, investment income and the sale and maturity of invested assets. The Company believes that, within each subsidiary, total invested assets will be sufficient to satisfy all policy liabilities. Cash flows at the parent company are derived from dividends, management fees, and tax sharing payments from the subsidiaries. The cash needs of the parent company are for the payment of operating expenses, the acquisition of capital assets and debt service requirements.

      Dividend payments to the Company by its insurance subsidiaries are subject to annual limitations and are restricted to the greater of 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries. At December 31, 2003, the Company’s insurance subsidiaries had statutory surplus of $106.1 million.

      The Company provides certain administrative, purchasing and other services for each of its subsidiaries. The amount charged to and paid by the subsidiaries was $7.6 million, $6.7 million, and $5.9 million in 2003, 2002, and 2001, respectively. In addition, the Company has a formal tax-sharing agreement with each of its insurance subsidiaries. A net total of $0.9 million, $2.8 million and $1.3 million was paid to the Company under the tax sharing agreement in 2003, 2002, and 2001, respectively. Dividends were paid to Atlantic American by its subsidiaries totaling $5.7 million in 2003, $7.1 million in 2002, and $7.1 million in 2001. As a result of the Company’s tax loss carryforwards, which totaled approximately $17.2 million at December 31, 2003, it is anticipated that the tax sharing agreement will continue to provide the Company with additional funds with which to meet its cash flow obligations.

      At December 31, 2003, the Company’s $56.2 million of borrowings consisted of $15.0 million outstanding under a bank loan with Wachovia Bank, N.A. (“Wachovia”) and an aggregate of $41.2 million of outstanding junior subordinated deferrable interest debentures (“Junior Subordinated Debentures”). Effective June 30, 2003, the Company executed an amended and restated credit agreement (“Term Loan”) with Wachovia with respect to the outstanding $15.0 million bank debt. Terms of the agreement require the Company to repay $2.0 million in principal on July 1, 2004 and $1.0 million on December 31, 2004. Beginning in 2005 and each year thereafter, the Company must repay $0.5 million on June 30 and $1.3 million on December 31 with one final payment of $6.8 million at maturity on June 30, 2008. The interest rate on the Term Loan is equivalent to three-month LIBOR plus an applicable margin, which was 2.50% at December 31, 2003. The margin varies based upon the Company’s leverage ratio (debt to total capitalization) and ranges from 1.75% to 2.50%. The Term Loan requires the Company to

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comply with certain covenants including, among others, ratios that relate funded debt, as defined, to total capitalization and earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The Company must also comply with limitations on capital expenditures and additional debt obligations. During 2003 and 2002, the Company formed two Connecticut statutory business 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 of Atlantic American Corporation. The outstanding $41.2 million of Junior Subordinated Debentures have a maturity of thirty years from their original date of issuance, are callable, in whole or in part, only at the option of the Company after five years and quarterly thereafter, and have an interest rate of three-month LIBOR plus an applicable margin. The margin ranges from 4.00% to 4.10%. At December 31, 2003 the effective interest rate of the trust preferred securities was 5.24%. The obligations of the Company with respect to the issuance of the trust preferred securities represent a full and unconditional guarantee by the Company 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 subordinated debenture interest payments, which would result in a deferral of distribution payments on the related trust preferred securities.

      The Company intends to pay its obligations under the Term Loan and the Junior Subordinated Debentures using dividend and tax sharing payments from its subsidiaries, or from potential future financing arrangements. In addition, the Company believes that, if necessary, at maturity, the Term Loan can be refinanced with the current lender, although there can be no assurance of the terms or conditions of such a refinancing.

      At December 31, 2003, the Company had a $15.0 million notional amount interest rate swap agreement with Wachovia that matures on June 30, 2004. The Company pays a fixed interest rate of 5.1% and receives 3-month LIBOR until maturity. Due to the significant decrease in LIBOR since the interest rate swap agreement was incepted in 2001, and assuming no future change in the LIBOR rate, the Company expects a reduction in interest expense of approximately $0.3 million subsequent to the swap maturity at June 30, 2004 through December 31, 2004.

      At December 31, 2003, the Company had two series of preferred stock outstanding, substantially all of which was held by affiliates of the Company’s chairman and principal shareholders. The outstanding shares of Series B Preferred Stock (“Series B Preferred Stock”) have a stated value of $100 per share; accrue annual dividends at a rate of $9.00 per share and are cumulative; in certain circumstances may be convertible into an aggregate of approximately 3,358,000 shares of common stock; and are redeemable at the Company’s option. The Series B Preferred Stock is not currently convertible. At December 31, 2003, the Company had accrued, but unpaid, dividends on the Series B Preferred Stock totaling $9.6 million. The shares of Series C Preferred Stock (“Series C Preferred Stock”) had a stated value of $100 per share; accrued annual dividends at a rate of $9.00 per share and are cumulative. During 2003, in accordance with the terms of the Series C Preferred Stock, the Company exercised its right to redeem 20,000 shares of the outstanding shares of the Series C Preferred Stock. These shares were redeemed at the redemption price specified in the terms of the Series C Preferred Stock, $100 per share, for $2.0 million, bringing the total outstanding shares of Series C Preferred stock to 5,000 from 25,000 as of December 31, 2003. The Company paid $0.1 million and $0.2 million in dividends to the holders of the Series C Preferred Stock during 2003 and 2002, respectively. Subsequent to December 31, 2003, the remaining 5,000 shares of Series C Preferred Stock were redeemed for $100 per share, or $0.5 million.

      Net cash provided by operating activities totaled $13.9 million in 2003, $13.8 million in 2002 and $15.8 million in 2001. Cash and short-term investments at December 31, 2003 were $34.2 million and are believed to be sufficient to meet the Company’s near-term needs.

      The Company believes that the cash flows it receives from its subsidiaries and, if needed, additional borrowings from banks and affiliates of the Company, will enable the Company to meet its liquidity requirements for the foreseeable future. Management is not aware of any current recommendations by

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regulatory authorities which, if implemented, would have a material adverse effect on the Company’s liquidity, capital resources or operations.

New Accounting Pronouncements

      In January 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003”, which addresses the accounting and disclosure implications that are expected to arise as a result of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. Adoption of this statement is not anticipated to have an impact on the Company’s financial condition or results of operations.

      In December 2003, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”. This statement requires additional detailed disclosures regarding pension plan assets, benefit obligations, cash flows, benefit costs and related information. The Company adopted the new disclosures required as of December 31, 2003.

      Effective December 31, 2003, the Company adopted the disclosure requirements of Emerging Issues Task Force (“EITF”) Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. Disclosures are required for unrealized losses on fixed maturity and equity securities classified as either available-for-sale or held-to-maturity. The disclosure requirements include quantitative information regarding the aggregate amount of unrealized losses and the associated fair value of the investments in an unrealized loss position, segregated into time periods for which the investments have been in an unrealized loss position. Certain qualitative disclosures about the unrealized holdings are also required in order to provide additional information that the Company considered in concluding that the unrealized losses were not other than temporary.

      In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. Adoption of this statement did not have a material impact on the Company’s financial condition or results of operations.

      In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. The statement amended and clarified accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. The adoption of SFAS No. 149 did not have a material impact on the Company’s financial condition or results of operations.

      In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN 46”), which requires an enterprise to assess whether consolidation of an entity is appropriate based upon its interests in a variable interest entity (“VIE”). The adoption of FIN 46 did not have a material impact on the Company’s consolidated financial condition or results of operations as there were no material VIEs identified which required consolidation.

      In December 2003, the FASB issued a revised version of FIN 46 (“FIN 46R”), which incorporated a number of modifications and changes made to FIN 46. FIN 46R replaces the previously issued FIN 46 and, subject to certain special provisions, is effective no later than the end of the first reporting period that ends after December 15, 2003 for entities considered to be special-purpose entities. The Company adopted FIN 46R in the fourth quarter of 2003. The adoption of FIN 46R did not result in the consolidation of any material VIEs but resulted in the deconsolidation of VIEs that issued Mandatorily Redeemable Preferred Securities of Subsidiary Trusts (“trust preferred securities”). The Company is not the primary beneficiary of the VIEs, which issued the trust preferred securities. The Company does not own any of the trust preferred securities, which were issued to unrelated third parties. These trust preferred securities are considered the principal variable interests issued by the VIEs. As a result, the VIEs, which the Company

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previously consolidated, are no longer consolidated. The sole assets of the VIEs are Junior Subordinated Debentures issued by the Company with payment terms identical to the trust preferred securities. Previously, the trust preferred securities were reported as debt on the Company’s consolidated balance sheets. At December 31, 2003 and 2002, the impact of deconsolidation was to increase both investment in unconsolidated trusts and debt by $1,238 and $542, respectively.

      In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). Adoption of this statement did not have an impact on the Company’s financial condition or results of operations.

      In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses financial accounting and reporting for costs associated with exit or disposal activities and supercedes EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“Issue 94-3”). Adoption of this statement did not have an impact on the Company’s financial condition or results of operations.

      In April 2002, the FASB issued FASB No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. Adoption of the provisions of SFAS No. 145 did not have an impact on the Company’s financial condition or results of operations.

      In December 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (“AcSEC”) issued Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities” (“SOP 03-3”). SOP 03-3 addresses the accounting for differences between contractual and expected cash flows to be collected from an investment in loans or fixed maturity securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. Adoption of this statement is not expected to have material impact on the Company’s financial condition or results of operations.

      In July 2003, AcSEC issued financial Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (the “SOP”). The SOP addresses a wide variety of topics, many of which are not applicable to the business which the Company sells. Adoption of this statement is not expected to have a material impact on the Company’s financial condition or results of operations.

      In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). This standard provides the financial accounting and reporting for the cost of legal obligations associated with the retirement of tangible long lived assets. In accordance with SFAS 143, asset retirement obligations will be recorded at fair value in the period they are incurred if a reasonable estimate can be made. The adoption of SFAS 143 did not have a material impact on the Company’s consolidated financial condition or results of operations.

Impact of Inflation

      Insurance premiums are established before the amount of losses and loss adjustment expenses, or the extent to which inflation may affect such losses and expenses, are known. Consequently, the Company attempts, in establishing its premiums, to anticipate the potential impact of inflation. If, for competitive reasons premiums cannot be increased to anticipate inflation, this cost would be absorbed by the Company. Inflation also affects the rate of investment return on the Company’s investment portfolio with a corresponding effect on investment income.

Off-Balance Sheet Arrangements

      As of December 31, 2003 the Company did not have any material off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

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Contractual Obligations

      The following table discloses the amounts of payments due under specified contractual obligations, aggregated by category of contractual obligation, for specified time periods:

                                           
Payments Due by period

Less than 1-3 3-5 More than
Contractual Obligations Total 1 Year Years Years 5 Years






(In thousands)
Bank debt payable
  $ 15,000     $ 3,000     $ 3,500     $ 8,500     $  
Junior Subordinated Debentures
    41,238                         41,238  
Operating Leases
    6,918       1,589       2,187       1,519       1,623  
     
     
     
     
     
 
 
Total
  $ 63,156     $ 4,589     $ 5,687     $ 10,019     $ 42,861  
     
     
     
     
     
 
 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate and Market Risk

      Due to the nature of the Company’s business it is exposed to both interest rate and market risk. Changes in interest rates, which represent the largest risk factor affecting the Company, may result in changes in the fair value of the Company’s investments, cash flows and interest income and expense. To manage this risk, the Company invests in high quality fixed maturities and monitors levels of investments in securities that are directly linked to loans or mortgages.

      The Company is also subject to risk from changes in equity prices. Atlantic American owned $20.6 million of common stock of Wachovia Corporation at December 31, 2003. A 10% decrease in the share price of the common stock of Wachovia Corporation would result in a decrease of approximately $1.3 million to shareholders’ equity.

      The interest rate on the Company’s debt is tied to LIBOR. During 2001, the Company entered into an interest rate swap agreement with Wachovia to hedge its interest rate risk on a portion of its outstanding borrowings. (See Note 7 of Notes to Consolidated Financial Statements). A 100 basis point increase in the LIBOR would result in an additional $0.4 million in interest expense.

      The table below summarizes the estimated fair values that might result from changes in interest rates of the Company’s fixed maturity portfolio:

                                         
+200bp +100bp Fair Value -100bp -200bp





(Dollars in thousands)
December 31, 2003
  $ 198,062     $ 212,521     $ 229,449     $ 247,935     $ 269,739  
December 31, 2002
  $ 192,540     $ 204,272     $ 207,010     $ 217,538     $ 223,173  

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      The Company is also subject to risk from changes in equity prices. The table below summarizes the effect that a change in share price would have on the value of the Company’s equity portfolio, including the Company’s single largest equity holding.

                                         
+20% +10% Fair Value -10% -20%





(Dollars in thousands)
December 31, 2003
                                       
Investment in Wachovia Corporation
  $ 24,745     $ 22,683     $ 20,621     $ 18,559     $ 16,497  
Other equity holdings
    28,055       25,717       23,379       21,041       18,703  
     
     
     
     
     
 
Total equity holdings
  $ 52,800     $ 48,400     $ 44,000     $ 39,600     $ 35,200  
     
     
     
     
     
 
December 31, 2002
                                       
Investment in Wachovia Corporation
  $ 19,354     $ 17,741     $ 16,128     $ 14,515     $ 12,902  
Other equity holdings
    19,121       17,527       15,934       14,341       12,747  
     
     
     
     
     
 
Total equity holdings
  $ 38,475     $ 35,268     $ 32,062     $ 28,856     $ 25,649  
     
     
     
     
     
 

      The interest rate on the Company’s debt is variable and tied to LIBOR. The table below summarizes the effect that changes in interest rates would have on the Company’s interest expense, prior to the expiration of the interest rate swap agreements.

                                         
Interest Expense Interest Expense


+200bp +100bp Debt -100bp -200bp





(Dollars in thousands)
December 31, 2003
  $ 800     $ 400     $ 56,238     $ (400 )   $ (800 )
December 31, 2002
  $ 690     $ 345     $ 50,042     $ (345 )   $ (690 )

Deferred Taxes

      At December 31, 2003, the Company had a net deferred tax liability of $0.9 million, comprised of a deferred tax asset of $18.2 million, a deferred tax liability of $16.8 million and a valuation allowance of $2.3 million. The valuation allowance was established against deferred income tax benefits relating primarily to net operating loss carryforwards that may not be realized. Since the Company’s ability to generate taxable income from operations and utilize available tax-planning strategies in the near term is dependent upon various factors, many of which are beyond management’s control, management believes that the deferred income tax benefits relating to these carryforwards may not be realized. However, realization of the remaining deferred income tax benefits will be assessed periodically based on the Company’s current and anticipated results of operations and amounts could increase or decrease in the near term if estimates of future taxable income change. The Company has a formal tax-sharing agreement and files a consolidated income tax return with its subsidiaries.

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Item  8.      Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

         
Page

ATLANTIC AMERICAN CORPORATION
       
Independent Auditors’ Report
    39  
Consolidated Balance Sheets as of December 31, 2003 and 2002
    41  
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2003
    42  
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2003
    43  
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2003
    44  
Notes to Consolidated Financial Statements
    45  

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INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of

Atlantic American Corporation:

      We have audited the accompanying consolidated balance sheets of ATLANTIC AMERICAN CORPORATION and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended. Our audit also included the 2003 and 2002 financial statement schedules listed in the index at Item 15(a). These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the 2003 and 2002 financial statements and financial statement schedules based on our audits. The financial statements and financial statement schedules of the Company as of December 31, 2001, and for the year then ended, before the inclusion of the disclosures discussed in Note 1 to the consolidated financial statements, were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those consolidated financial statements and stated that such 2001 financial statement schedules, when considered in relation to the basic 2001 financial statements taken as a whole, fairly state, in all material respects the financial data required to be set forth therein, in their report dated March 25, 2002.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the 2003 and 2002 consolidated financial statements present fairly, in all material respects, the financial position of ATLANTIC AMERICAN CORPORATION and subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the 2003 and 2002 financial statement schedules, when considered in relation to the basic 2003 and 2002 consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

      As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, which was adopted by the Company as of January 1, 2002.

      As discussed above, the consolidated financial statements of ATLANTIC AMERICAN CORPORATION and subsidiaries for the year ended December 31, 2001 were audited by other auditors who have ceased operations. As described in Note 1, those consolidated financial statements have been revised to include pro forma disclosures required by SFAS No. 142. We audited the transitional SFAS No. 142 disclosures as described in Note 1. Our procedures included proving the arithmetic accuracy of adjusted net income and adjusted net income per common share (basic and diluted) as included within the pro forma disclosures. In our opinion, such adjustments and disclosures are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2001 consolidated financial statements of the Company other than with respect to such adjustments and disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 consolidated financial statements taken as a whole.

DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 26, 2004

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Atlantic American Corporation:

      We have audited the accompanying consolidated balance sheets of ATLANTIC AMERICAN CORPORATION (a Georgia corporation) and subsidiaries (the “Company”) as of December 31, 2001 and 2000, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements and the schedules referred to below are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

      We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Atlantic American Corporation and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

      Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Schedules I, II, III, IV and VI listed in Part IV, Item 14 are presented for purposes of complying with the Securities and Exchange Commission’s rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements, and in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Atlanta, Georgia

March 25, 2002

      THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH ATLANTIC AMERICAN CORPORATION’S FILING ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001. THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH THIS FILING ON FORM 10-K.

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ATLANTIC AMERICAN CORPORATION

CONSOLIDATED BALANCE SHEETS

                       
December 31,

2003 2002


(Dollars in thousands,
except per share data)
ASSETS
Cash and cash equivalents, including short-term investments of $25,819 and $21,487 in 2003 and 2002, respectively
  $ 34,238     $ 41,638  
Investments
    284,890       250,384  
Receivables:
               
   
Reinsurance
    42,913       49,875  
   
Other, net of allowance for doubtful accounts of $1,418 and $1,121 in 2003 and 2002, respectively
    41,044       40,386  
Deferred income taxes, net
          667  
Deferred acquisition costs
    27,996       25,922  
Other assets
    9,463       9,644  
Goodwill
    3,008       3,008  
     
     
 
   
Total assets
  $ 443,552     $ 421,524  
     
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Insurance reserves and policyholder funds
  $ 263,745     $ 254,135  
Accounts payable and accrued expenses
    35,734       38,807  
Deferred income taxes, net
    942        
Debt payable
    56,238       50,042  
     
     
 
   
Total liabilities
    356,659       342,984  
     
     
 
Commitments and contingencies (Note 8) 
               
Shareholders’ equity:
               
 
Preferred stock, $1 par, 4,000,000 shares authorized;
               
   
Series B preferred, 134,000 shares issued and outstanding; $13,400 redemption value
    134       134  
   
Series C preferred, 5,000 shares and 25,000 shares issued and outstanding in 2003 and 2002, respectively; $500 and $2,500 redemption value in 2003 and 2002, respectively
    5       25  
 
Common stock, $1 par, 50,000,000 shares authorized; 21,412,138 shares issued in 2003 and 2002 and 21,198,553 shares outstanding in 2003 and 21,374,370 shares outstanding in 2002
    21,412       21,412  
 
Additional paid-in capital
    51,978       55,204  
 
Accumulated deficit
    (4,457 )     (11,270 )
 
Unearned compensation
    (22 )     (30 )
 
Accumulated other comprehensive income
    18,293       13,143  
 
Treasury stock, at cost, 213,585 shares in 2003 and 37,768 shares in 2002
    (450 )     (78 )
     
     
 
   
Total shareholders’ equity
    86,893       78,540  
     
     
 
     
Total liabilities and shareholders’ equity
  $ 443,552     $ 421,524  
     
     
 

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

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ATLANTIC AMERICAN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

                             
Year Ended December 31,

2003 2002 2001



(Dollars in thousands, except
per share data)
Revenue:
                       
 
Insurance premiums
  $ 154,712     $ 154,499     $ 145,589  
 
Investment income
    15,628       14,011       14,317  
 
Other income
    900       1,148       1,694  
 
Realized investment gains, net
    360       587       1,708  
     
     
     
 
   
Total revenue
    171,600       170,245       163,308  
     
     
     
 
Benefits and expenses:
                       
 
Insurance benefits and losses incurred
    102,343       109,109       106,896  
 
Commissions and underwriting expenses
    46,807       44,757       37,317  
 
Interest expense
    3,120       2,562       3,234  
 
Other
    12,805       10,714       11,608  
     
     
     
 
   
Total benefits and expenses
    165,075       167,142       159,055  
     
     
     
 
Income before income taxes and cumulative effect of change in accounting principle
    6,525       3,103       4,253  
Income tax (benefit) expense
    (319 )     (498 )     656  
     
     
     
 
Income before cumulative effect of change in accounting principle
    6,844       3,601       3,597  
Cumulative effect of change in accounting principle
          (15,816 )      
     
     
     
 
Net income (loss)
    6,844       (12,215 )     3,597  
Preferred stock dividends
    (1,349 )     (1,431 )     (1,431 )
     
     
     
 
Net income (loss) applicable to common stock
  $ 5,495     $ (13,646 )   $ 2,166  
     
     
     
 
Basic earnings (loss) per common share:
                       
 
Income before cumulative effect of change in accounting principle
  $ .26     $ .10     $ .10  
 
Cumulative effect of change in accounting principle
          (.74 )      
     
     
     
 
 
Net income (loss)
  $ .26     $ (.64 )   $ .10  
     
     
     
 
Diluted earnings (loss) per common share:
                       
 
Income before cumulative effect of change in accounting principle
  $ .25     $ .10     $ .10  
 
Cumulative effect of change in accounting principle
          (.73 )      
     
     
     
 
 
Net income (loss)
  $ .25     $ (.63 )   $ .10  
     
     
     
 

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

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ATLANTIC AMERICAN CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

                                                                     
Retained Accumulated
Additional Earnings Other
Preferred Common Paid-In (Accumulated Unearned Comprehensive Treasury
Stock Stock Capital Deficit) Compensation Income Stock Total








(Dollars in thousands)
Balance, December 31, 2000
  $ 159     $ 21,412     $ 56,997     $ (1,248 )   $     $ 6,820     $ (900 )   $ 83,240  
 
Comprehensive income:
                                                               
   
Net income
                      3,597                         3,597  
   
Increase in unrealized investment gains
                                  3,498             3,498  
   
Fair value adjustment to interest rate swap
                                  (532 )           (532 )
   
Deferred income tax attributable to other comprehensive income
                                  (1,038 )           (1,038 )
                                                             
 
   
Total comprehensive income
                                              5,525  
Dividends accrued on preferred stock
                (436 )     (995 )                       (1,431 )
Deferred share compensation expense
                45                               45  
Purchase of 5,999 shares for treasury
                                        (11 )     (11 )
Issuance of 94,460 shares for employee benefit plans and stock options
                      (257 )                 415       158  
     
     
     
     
     
     
     
     
 
Balance, December 31, 2001
    159       21,412       56,606       1,097             8,748       (496 )     87,526  
 
Comprehensive loss:
                                                               
   
Net loss
                      (12,215 )                       (12,215 )
   
Increase in unrealized investment gains
                                  7,144             7,144  
   
Fair value adjustment to interest rate swap
                                  (382 )           (382 )
   
Deferred income tax attributable to other comprehensive income
                                  (2,367 )           (2,367 )
                                                             
 
   
Total comprehensive loss
                                              (7,820 )
Dividends accrued on preferred stock
                (1,431 )                             (1,431 )
Deferred share compensation expense
                41                               41  
Restricted stock grants
                (12 )           (66 )           78        
Amortization of unearned compensation
                            36                   36  
Purchase of 23,736 shares for treasury
                                        (44 )     (44 )
Issuance of 152,395 shares for employee benefit plans and stock options
                      (152 )                 384       232  
     
     
     
     
     
     
     
     
 
Balance, December 31, 2002
    159       21,412       55,204       (11,270 )     (30 )     13,143       (78 )     78,540  
 
Comprehensive income:
                                                               
   
Net income
                      6,844                         6,844  
   
Increase in unrealized investment gains
                                  7,453             7,453  
   
Fair value adjustment to interest rate swap
                                  470             470  
   
Deferred income tax attributable to other comprehensive income
                                  (2,773 )           (2,773 )
                                                             
 
   
Total comprehensive income
                                              11,994  
Preferred stock redeemed
    (20 )           (1,980 )                             (2,000 )
Dividends accrued on preferred stock
                (1,349 )                             (1,349 )
Deferred share compensation expense
                52                               52  
Restricted stock grants
                (1 )           (66 )           67        
Amortization of unearned compensation
                            74                   74  
Acquisition of 371,582 shares for treasury
                                        (698 )     (698 )
Issuance of 154,262 shares for employee benefit plans and stock options
                52       (31 )                 259       280  
     
     
     
     
     
     
     
     
 
Balance, December 31, 2003
  $ 139     $ 21,412     $ 51,978     $ (4,457 )   $ (22 )   $ 18,293     $ (450 )   $ 86,893  
     
     
     
     
     
     
     
     
 

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

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ATLANTIC AMERICAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

                             
Year Ended December 31,

2003 2002 2001



(Dollars in thousands)
Cash flows from operating activities:
                       
 
Net income (loss)
  $ 6,844     $ (12,215 )   $ 3,597  
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
 
Cumulative effect of change in accounting principle
          15,816        
 
Amortization of deferred acquisition costs
    18,478       17,610       16,892  
 
Acquisition costs deferred
    (20,552 )     (18,851 )     (18,175 )
 
Realized investment gains, net
    (360 )     (587 )     (1,708 )
 
Increase in insurance reserves and policyholder funds
    9,610       13,447       18,035  
 
Compensation expense related to share awards
    126       77       45  
 
Depreciation and amortization
    1,138       924       1,680  
 
Deferred income tax (benefit) expense
    (1,163 )     (621 )     507  
 
Decrease (increase) in receivables, net
    5,759       (4,226 )     (12,402 )
 
(Decrease) increase in other liabilities
    (6,076 )     1,926       12,681  
 
Other, net
    111       477       (5,305 )
     
     
     
 
Net cash provided by operating activities
    13,915       13,777       15,847  
     
     
     
 
Cash flows from investing activities:
                       
 
Proceeds from investments sold
    20,914       7,282       39,122  
 
Proceeds from investments matured, called or redeemed
    92,690       54,838       94,098  
 
Investments purchased
    (136,804 )     (107,371 )     (109,249 )
 
Additions to property and equipment
    (425 )     (452 )     (930 )
 
Acquisition of Association Casualty
                (128 )
     
     
     
 
Net cash (used in) provided by investing activities
    (23,625 )     (45,703 )     22,913  
     
     
     
 
Cash flows from financing activities:
                       
 
Net proceeds from issuance of junior subordinated debentures
    21,824       16,974        
 
Proceeds from issuance of Series C Preferred Stock
                750  
 
Preferred stock redemption
    (2,000 )            
 
Preferred stock dividends
    (143 )     (225 )     (225 )
 
Proceeds from exercise of stock options
    25       13       158  
 
Purchase of treasury shares
    (396 )     (44 )     (11 )
 
Repayments of debt
    (17,000 )     (12,000 )     (2,500 )
     
     
     
 
Net cash provided by (used in) financing activities
    2,310       4,718       (1,828 )
     
     
     
 
   
Net (decrease) increase in cash and cash equivalents
    (7,400 )     (27,208 )     36,932  
 
Cash and cash equivalents at beginning of year
    41,638       68,846       31,914  
     
     
     
 
 
Cash and cash equivalents at end of year
  $ 34,238     $ 41,638     $ 68,846  
     
     
     
 
Supplemental cash flow information:
                       
 
Cash paid for interest
  $ 3,285     $ 2,282     $ 3,394  
     
     
     
 
 
Cash paid for income taxes
  $ 537     $ 113     $ 176  
     
     
     
 

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)
 
Note 1. Summary of Significant Accounting Policies
 
Principles of Consolidation

      The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) which, as to insurance companies, differ from the statutory accounting practices prescribed or permitted by regulatory authorities. These financial statements include the accounts of Atlantic American Corporation (the “Company”) and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

      At December 31, 2003, the Company had five insurance subsidiaries, including Bankers Fidelity Life Insurance Company (“Bankers Fidelity”), American Southern Insurance Company and its wholly-owned subsidiary, American Safety Insurance Company (together known as “American Southern”), Association Casualty Insurance Company and Georgia Casualty & Surety Company (“Georgia Casualty”), in addition to two non-insurance subsidiaries, Association Risk Management General Agency, Inc., and Self-Insurance Administrators, Inc. (“SIA, Inc.”). Association Casualty Insurance Company and Association Risk Management General Agency, Inc. are collectively known as “Association Casualty”.

 
Premium Revenue and Cost Recognition

      Life insurance premiums are recognized as revenues when due; accident and health premiums are recognized over the premium paying period and property and casualty insurance premiums are recognized as revenue ratably over the contract period. Benefits and expenses are associated with premiums as they are earned so as to result in recognition of profits over the lives of the contracts. For traditional life insurance and long-duration health insurance, this association is accomplished by the provision of a future policy benefits reserve and the deferral and subsequent amortization of the costs of acquiring business, “deferred policy acquisition costs” (principally commissions, premium taxes, and other expenses of issuing policies). Deferred policy acquisition costs are amortized over the estimated premium-paying period of the related policies using assumptions consistent with those used in computing policy benefit reserves. The Company provides for insurance benefits and losses on accident, health, and casualty claims based upon estimates of projected ultimate losses. The deferred policy acquisition costs for property and casualty insurance and short-duration health insurance are amortized over the effective period of the related insurance policies. Deferred policy acquisition costs are expensed when such costs are deemed not to be recoverable from future premiums (for traditional life and long-duration health insurance) and from the related unearned premiums and investment income (for property and casualty and short-duration health insurance).

 
Goodwill

      In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 provides guidance on the financial accounting and reporting for acquired goodwill and other intangible assets. The Company adopted SFAS No. 142 on January 1, 2002 and accordingly goodwill and indefinite lived intangible assets are no longer amortized but are subject to impairment tests in accordance with the statement. Intangible assets with finite lives continue to be amortized over their useful lives, which is no longer limited to a maximum of forty years. The criteria for recognizing an intangible asset have also been revised. SFAS No. 142 requires that goodwill be tested for impairment at least annually. The goodwill impairment test requires goodwill to be allocated to reporting units. The fair value of the reporting unit is then compared to the carrying value of the reporting unit. If the fair value of the reporting unit is less than the carrying value of the reporting unit, a goodwill impairment may exist. The implied fair value of the goodwill is then compared to the carrying value of the goodwill and an

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impairment loss is recognized to the extent that the carrying value of the goodwill exceeds the implied fair value of the goodwill. The impact of adopting SFAS No. 142 resulted in an impairment loss of $15,816 in the casualty division, and such loss was reflected as a cumulative effect of change in accounting principle in the Company’s 2002 results of operations. The following presents the impact on net income (loss) and net income per share of SFAS No. 142:
                         
December 31,

2003 2002 2001



Net income (loss)
  $ 6,844     $ (12,215 )   $ 3,597  
Add back: Impairment loss
          15,816        
Add back: Goodwill amortization
                802  
     
     
     
 
Adjusted net income
  $ 6,844     $ 3,601     $ 4,399  
     
     
     
 
Basic earnings per common share
  $ .26     $ .10     $ .14  
     
     
     
 
Diluted earnings per common share
  $ .25     $ .10     $ .14  
     
     
     
 
 
Investments

      The Company’s investments in both fixed maturities, which include bonds and redeemable preferred stocks and equity securities, which include common and non-redeemable preferred stocks, are classified as “available-for-sale” and, accordingly, are carried at fair market value with the after-tax difference from amortized cost reflected in stockholders’ equity as a component of accumulated other comprehensive income. The fair market value for fixed maturities and equity securities are largely determined by either independent methods prescribed by the National Association of Insurance Commissioners (“NAIC”), which do not differ materially from nationally quoted market prices or independent broker quotations. With the exception of short-term securities for which amortized cost is predominately used to approximate fair value, security prices are first sought from NAIC pricing services with the remaining unpriced securities submitted to brokers for prices. Mortgage loans, policy and student loans, and real estate are carried at historical cost. Other invested assets are comprised of investments in limited partnerships, limited liability companies, and real estate joint ventures; those which are publicly traded are carried at estimated market value and others are accounted for using the equity method. If the value of a common stock, preferred stock, other invested asset, or publicly traded bond declines below its cost or amortized cost, and the decline is considered to be other than temporary, a realized loss is recorded to reduce the carrying value of the investment to its estimated net realizable value, which becomes the new cost basis. In evaluating impairment, the Company considers, among other factors, the expected holding period, the nature of the investment and the prospects for the company and its industry. Premiums and discounts related to investments are amortized or accreted over the life of the related investment as an adjustment to yield using the effective interest method. Dividends and interest income are recognized when earned or declared. The cost of securities sold is based on specific identification. Unrealized gains (losses) in the value of invested assets are accounted for as a direct increase (decrease) in accumulated other comprehensive income in shareholders’ equity, net of deferred tax and, accordingly, have no effect on net income.

 
Income Taxes

      Deferred income taxes represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. They arise from differences between the financial reporting and tax basis of assets and liabilities and are adjusted for changes in tax laws and tax rates as those changes are enacted. The provision for income taxes represents the total amount of income taxes due related to the current year, plus the change in deferred taxes during the year. A valuation allowance is recognized if, based on management’s assessment of the relevant facts, it is more likely than not that some portion of the deferred tax asset will not be realized.

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Earnings Per Common Share

      Basic earnings per common share are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on the weighted average number of common shares outstanding during each period, plus common shares calculated for stock options and share awards outstanding using the treasury stock method and assumed conversion of the Series B and C Preferred Stock, if dilutive. Unless otherwise indicated, earnings per common share amounts are presented on a diluted basis.

 
Stock Options

      Stock options are reported under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” instead of the fair value approach recommended in SFAS No. 123 “Accounting for Stock-Based Compensation”. Accordingly, no stock-based employee compensation cost attributable to stock options is reflected in net income, as all stock options granted have an exercise price equal to the market value of the underlying common stock on the date of grant. In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”. SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. If the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation, the Company’s net income (loss) and earnings (loss) per share would have been as follows:

                                 
2003(2) 2002(1) 2002(2) 2001(2)




Net income (loss), as reported
  $ 6,844     $ 3,601     $ (12,215 )   $ 3,597  
Add: Stock-based employee compensation expense included in reported net income, net of tax
    82       50       50       29  
Deduct: Total stock-based employee compensation expense determined under fair value based method, net of tax
    (198 )     (270 )     (270 )     (199 )
     
     
     
     
 
Pro forma net income (loss)
  $ 6,728     $ 3,381     $ (12,435 )   $ 3,427  
     
     
     
     
 
Net income (loss) per common share:
                               
Basic — as reported
  $ .26     $ .10     $ (.64 )   $ .10  
Basic — pro forma
  $ .25     $ .09     $ (.65 )   $ .09  
Diluted — as reported
  $ .25     $ .10     $ (.63 )   $ .10  
Diluted — pro forma
  $ .25     $ .09     $ (.64 )   $ .09  

(1)  Based on income before cumulative effect of change in accounting principle.
 
(2)  Based on net income (loss).

      The resulting pro forma compensation cost may not be representative of that to be expected in future years.

 
Cash and Cash Equivalents

      Cash and cash equivalents consist of cash on hand and investments in short-term, highly liquid securities which have original maturities of three months or less from date of purchase.

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Impact of Recently Issued Accounting Standards

      In January 2004, the FASB issued FASB Staff Position No. 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003”, which addresses the accounting and disclosure implications that are expected to arise as a result of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. Adoption of this statement is not anticipated to have an impact on the Company’s financial condition or results of operations.

      In December 2003, the FASB issued SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”. This statement requires additional detailed disclosures regarding pension plan assets, benefit obligations, cash flows, benefit costs and related information. The Company adopted the new disclosures required as of December 31, 2003. See Note 9.

      Effective December 31, 2003, the Company adopted the disclosure requirements of Emerging Issues Task Force (“EITF”) Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. Disclosures are required for unrealized losses on fixed maturity and equity securities classified as either available-for-sale or held-to-maturity. The disclosure requirements include quantitative information regarding the aggregate amount of unrealized losses and the associated fair value of the investments in an unrealized loss position, segregated into time periods for which the investments have been in an unrealized loss position. Certain qualitative disclosures about the unrealized holdings are also required in order to provide additional information that the Company considered in concluding that the unrealized losses were not other than temporary. See Note 2.

      In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. Adoption of this statement did not have a material impact on the Company’s financial condition or results of operations.

      In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. The statement amended and clarified accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. The adoption of SFAS No. 149 did not have a material impact on the Company’s financial condition or results of operations.

      In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN 46”), which requires an enterprise to assess whether consolidation of an entity is appropriate based upon its interests in a variable interest entity (“VIE”). The adoption of FIN 46 did not have a material impact on the Company’s consolidated financial condition or results of operations as there were no material VIEs identified which required consolidation.

      In December 2003, the FASB issued a revised version of FIN 46 (“FIN 46R”), which incorporated a number of modifications and changes made to FIN 46. FIN 46R replaces the previously issued FIN 46 and, subject to certain special provisions, is effective no later than the end of the first reporting period that ends after December 15, 2003 for entities considered to be special-purpose entities. The Company adopted FIN 46R in the fourth quarter of 2003. The adoption of FIN 46R did not result in the consolidation of any material VIEs but resulted in the deconsolidation of VIEs that issued Mandatorily Redeemable Preferred Securities of Subsidiary Trusts (“trust preferred securities”). The Company is not the primary beneficiary of the VIEs, which issued the trust preferred securities. The Company does not own any of the trust preferred securities, which were issued to unrelated third parties. These trust preferred securities are considered the principal variable interests issued by the VIEs. As a result, the VIEs, which the Company previously consolidated, are no longer consolidated. The sole assets of the VIEs are junior subordinated debentures issued by the Company with payment terms identical to the trust preferred securities. Previously, the trust preferred securities were reported as debt on the Company’s consolidated balance sheets. At December 31, 2003 and 2002, the impact of deconsolidation was to increase debt by $1,238 and $542, respectively. See Note 6 for disclosure of information related to these VIEs.

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      In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). Adoption of this statement did not have an impact on the Company’s financial condition or results of operations.

      In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses financial accounting and reporting for costs associated with exit or disposal activities and supercedes EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“Issue 94-3”). Adoption of this statement did not have an impact on the Company’s financial condition or results of operations.

      In April 2002, the FASB issued FASB No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. Adoption of the provisions of SFAS No. 145 did not have an impact on the Company’s financial condition or results of operations.

      In December 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (“AcSEC”) issued Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities” (“SOP 03-3”). SOP 03-3 addresses the accounting for differences between contractual and expected cash flows to be collected from an investment in loans or fixed maturity securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. Adoption of this statement is not expected to have material impact on the Company’s financial condition or results of operations.

      In July 2003, AcSEC issued financial Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (the “SOP”). The SOP addresses a wide variety of topics, many of which are not applicable to the business which the Company sells. Adoption of this statement is not expected to have a material impact on the Company’s financial condition or results of operations.

      In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). This standard provides the financial accounting and reporting for the cost of legal obligations associated with the retirement of tangible long lived assets. In accordance with SFAS 143, asset retirement obligations will be recorded at fair value in the period they are incurred if a reasonable estimate can be made. The adoption of SFAS 143 did not have a material impact on the Company’s consolidated financial condition or results of operations.

 
Use of Estimates in the Preparation of Financial Statements

      The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant estimates and assumptions are used in developing and evaluating deferred income taxes, deferred acquisition costs, insurance reserves, investments, pension benefits, commitments and contingencies, among others, and actual results could differ from management’s estimates.

 
Reclassifications

      Certain reclassifications have been made to prior year financial information to conform to the current year presentation.

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Note 2. Investments

      Investments were comprised of the following:

                                     
2003

Gross Gross
Carrying Unrealized Unrealized Amortized
Value Gains Losses Cost




Fixed Maturities:
                               
 
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies
  $ 117,442     $ 1,833     $ 1,812     $ 117,421  
 
Obligations of states and political subdivisions
    1,446       98             1,348  
 
Corporate securities
    82,277       4,910       208       77,575  
 
Mortgage-backed securities (government guaranteed)
    4,079       136             3,943  
 
Redeemable preferred stocks
    24,205       1,537       198       22,866  
     
     
     
     
 
   
Total fixed maturities
    229,449       8,514       2,218       223,153  
Common and non-redeemable preferred stocks
    44,000       22,336       44       21,708  
Other invested assets
    4,639                   4,639  
Mortgage loans (estimated fair value of $3,919)
    3,189                   3,189  
Policy and student loans
    2,375                   2,375  
Investment in unconsolidated trusts
    1,238                   1,238  
     
     
     
     
 
      284,890       30,850       2,262       256,302  
Short-term investments
    25,819                   25,819  
     
     
     
     
 
 
Total investments
  $ 310,709     $ 30,850     $ 2,262     $ 282,121  
     
     
     
     
 
                                     
2002

Gross Gross
Carrying Unrealized Unrealized Amortized
Value Gains Losses Cost




Fixed Maturities:
                               
 
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies
  $ 114,307     $ 3,753     $     $ 110,554  
 
Obligations of states and political subdivisions
    3,064       121             2,943  
 
Corporate securities
    58,418       2,996       977       56,399  
 
Mortgage-backed securities (government guaranteed)
    6,041       265             5,776  
 
Redeemable preferred stocks
    25,180       600       410       24,990  
     
     
     
     
 
   
Total fixed maturities
    207,010       7,735       1,387       200,662  
Common and non-redeemable preferred stocks
    32,062       15,387       377       17,052  
Other invested assets
    5,031             224       5,255  
Mortgage loans (estimated fair value of $4,127)
    3,330                   3,330  
Policy and student loans
    2,409                   2,409  
Investment in unconsolidated trusts
    542                   542  
     
     
     
     
 
      250,384       23,122       1,988       229,250  
Short-term investments
    21,487                   21,487  
     
     
     
     
 
 
Total investments
  $ 271,871     $ 23,122     $ 1,988     $ 250,737  
     
     
     
     
 

      Bonds and short-term investments having an amortized cost of $16,988 and $16,166 were on deposit with insurance regulatory authorities at December 31, 2003 and 2002, respectively, in accordance with statutory requirements.

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      Securities with unrealized losses at December 31, 2003 were as follows:

                                                 
Less than 12 months 12 months or longer Total



Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses






U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies
  $ 41,741     $ 1,812     $     $     $ 41,741     $ 1,812  
Corporate securities
    6,525       184       3,043       24       9,568       208  
Redeemable preferred stocks
    1,102       25       502       173       1,604       198  
Common and non-redeemable preferred stocks
    1,260       44                   1,260       44  
     
     
     
     
     
     
 
Total temporary impaired securities
  $ 50,628     $ 2,065     $ 3,545     $ 197     $ 54,173     $ 2,262  
     
     
     
     
     
     
 

      Market changes in interest rates and credit spreads result in changes in the fair values of investments and are accumulated and reported as unrealized gains and losses. The majority of the unrealized losses, $2,065 of the total unrealized losses of $2,262, has been in an unrealized loss position of less than twelve months and is primarily attributable to recent increases in interest yields on comparable investments.

      Excluding U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies, the Company held seventeen investments with unrealized losses, four of which existed in excess of twelve months. Of the seventeen investments with unrealized losses, only two (both redeemable preferred stocks) had a fair value less than 90% of the investment’s original amortized cost; and both had an unrealized loss in excess of twelve months. One of the redeemable preferred stocks was issued by a company providing scheduled air transportation of passengers and cargo throughout the U.S. and the world. The other redeemable preferred stock was issued by a company providing parking and related services primarily in the U.S., but also in Europe and Central and South America. Both of these businesses are cyclical and are affected by consumer confidence in the overall economy. The Company continues to monitor these investments but at December 31, 2003 believed the impairments to be temporary.

      During the years ended December 31, 2003 and 2002, the Company recorded impairments of $995 and $242, respectively, related to a common stock investment and $159 and $0, respectively, related to an other invested asset. There were no impairments recorded for the year ended December 31, 2001.

      As part of the Company’s ongoing investment review, the Company has reviewed its investment portfolio and concluded that there were no additional other than temporary impairments as of December 31, 2003 or 2002. Due to the issuers’ continued satisfaction of the investment obligations in accordance with their contractual terms and management’s expectation that they will continue to do so, management’s intent and ability to hold these securities, as well as the evaluation of the fundamentals of the issuers’ financial condition and other objective evidence, the Company believes that unrealized losses on investments at December 31, 2003 and 2002 were temporary.

      The evaluation for other than temporary impairments 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. The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition or near term recovery prospects and the effects of changes in interest rates.

      The amortized cost and carrying value of fixed maturities and short-term investments at December 31, 2003 by contractual maturity were as follows. Actual maturities may differ from contractual

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maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
                   
Carrying Amortized
Value Cost


Due in one year or less
  $ 30,743     $ 30,637  
Due after one year through five years
    18,965       17,881  
Due after five years through ten years
    34,488       32,376  
Due after ten years
    166,993       164,134  
Varying maturities
    4,079       3,944  
     
     
 
 
Totals
  $ 255,268     $ 248,972  
     
     
 

      Investment income was earned from the following sources:

                                     
2003 2002 2001



Fixed maturities
  $ 13,726     $ 11,966       Bonds     $ 10,530  
Common and non-redeemable preferred stocks
    1,137       1,146       Common and preferred stocks       2,438  
Mortgage loans
    299       311       Mortgage loans       323  
Short-term investments
    239       458       Short-term investments       1,071  
Other
    227       130       Other       (45 )
     
     
             
 
 
Total investment income
    15,628       14,011         Total investment income       14,317  
 
Less investment expenses
    (269 )     (218 )       Less investment expenses       (176 )
     
     
             
 
   
Net investment income
  $ 15,359     $ 13,793         Net investment income     $ 14,141  
     
     
             
 

      A summary of realized investment gains (losses) follows:

                                 
2003

Fixed Other
Stocks Maturities Invested Assets Total




Gains
  $ 297     $ 1,257     $ 100     $ 1,654  
Losses
    (995 )     (123 )     (176 )     (1,294 )
     
     
     
     
 
Total realized investment gains (losses) net
  $ (698 )   $ 1,134     $ (76 )   $ 360  
     
     
     
     
 
                                 
2002

Fixed Other
Stocks Maturities Invested Assets Total




Gains
  $ 556     $ 302     $ 5     $ 863  
Losses
    (270 )     (6 )           (276 )
     
     
     
     
 
Total realized investment gains (losses) net
  $ 286     $ 296     $ 5     $ 587  
     
     
     
     
 
                                 
2001

Other
Stocks Bonds Invested Assets Total




Gains
  $ 1,189     $ 927     $     $ 2,116  
Losses
    (289 )     (27 )     (92 )     (408 )
     
     
     
     
 
Total realized investment gains (losses) net
  $ 900     $ 900     $ (92 )   $ 1,708  
     
     
     
     
 

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      Proceeds from the sale of investments were as follows:

                                   
2003 2002 2001



Common and non-redeemable preferred stocks
  $ 1,572     $ 360       Common and preferred stocks     $ 18,194  
Fixed maturities
    18,344       6,066       Bonds       19,717  
Student loans
    34       304       Student loans       385  
Other investments
    964       552       Other investments       826  
     
     
             
 
 
Total proceeds
  $ 20,914     $ 7,282         Total proceeds     $ 39,122  
     
     
             
 

      The Company’s investment in the common stock of Wachovia Corporation exceeds 10% of shareholders’ equity at December 31, 2003. The carrying value of this investment at December 31, 2003 was $20,621 with a cost basis of $3,927.

      The Company’s bond portfolio included 99% investment grade securities at December 31, 2003 as defined by the NAIC.

 
Note 3. Insurance Reserves and Policyholder Funds

      The following table presents the Company’s reserves for life, accident, health and property and casualty losses as well as loss adjustment expenses.

                                   
Amount of Insurance
in Force

2003 2002 2003 2002




Future policy benefits
                               
Life insurance policies:
                               
 
Ordinary
  $ 37,639     $ 34,896     $ 269,931     $ 266,682  
 
Mass market
    6,151       6,669       10,814       11,974  
 
Individual annuities
    773       821              
     
     
     
     
 
      44,563       42,386     $ 280,745     $ 278,656  
                     
     
 
Accident and health insurance policies
    2,663       2,381                  
     
     
                 
      47,226       44,767                  
Unearned premiums
    61,150       55,900                  
Losses and claims
    150,092       148,691                  
Other policy liabilities
    5,277       4,777                  
     
     
                 
 
Total policy liabilities
  $ 263,745     $ 254,135                  
     
     
                 

      Annualized premiums for accident and health insurance policies were $52,435 and $48,360 at December 31, 2003 and 2002, respectively.

 
Future Policy Benefits

      Liabilities for life insurance future policy benefits are based upon assumed future investment yields, mortality rates, and withdrawal rates after giving effect to possible risks of adverse deviation. The assumed mortality and withdrawal rates are based upon the Company’s experience. The interest rates assumed for life, accident and health are generally: (i) 2.5% to 5.5% for issues prior to 1977, (ii) 7% graded to 5.5% for 1977 through 1979 issues, (iii) 9% for 1980 through 1987 issues, and (iv) 5% to 7% for 1988 and later issues.

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Loss and Claim Reserves

      Loss and claim reserves represent estimates of projected ultimate losses and are based upon: (a) management’s estimate of ultimate liability and claim 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 loss adjustment expenses. The estimated liability is continually reviewed by management and updated with changes to the estimated liability recorded in the statement of operations in the year in which such changes are known.

      Activity in the liability for unpaid loss and claim reserves is summarized as follows:

                             
2003 2002 2001



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  
     
     
     
 

      Following is a reconciliation of total incurred claims to total insurance benefits and losses incurred:

                           
2003 2002 2001



Total incurred claims
  $ 98,675     $ 104,667     $ 105,653  
State residual pool adjustments
    (75 )     29       (150 )
Cash surrender value and matured endowments
    1,489       1,490       1,393  
Benefit reserve changes
    2,254       2,923        
     
     
     
 
 
Total insurance benefits and losses incurred
  $ 102,343     $ 109,109     $ 106,896  
     
     
     
 
 
Note 4. Reinsurance

      In accordance with general practice in the insurance industry, portions of the life, property and casualty insurance written by the Company are reinsured; however, the Company remains liable with respect to reinsurance ceded should any reinsurer be unable to meet its obligations. Approximately 90% of the reinsurance receivables were due from four reinsurers as of December 31, 2003. Reinsurance receivables of $18,297 were with General Reinsurance Corporation, rated “AAA” by Standard & Poor’s and “A++” (Superior) by A.M. Best, $3,769 were with First Colony Life Insurance Company, rated “AA” by Standard & Poor’s and “A++” (Superior) by A.M. Best, $10,642 were with PMA Capital Insurance Company (“PMA Re”), rated “B++” (Very Good) by A.M. Best and $5,955 were with Swiss Reinsurance Corporation, rated “AA” by Standard & Poor’s and “A+” (Superior) by A.M. Best. Allowances for uncollectible amounts are established against reinsurance receivables, if appropriate. On November 4, 2003, A.M. Best downgraded the financial strength rating of PMA Re to “B++” (Very Good) from “A-” (Excellent). The rating action reflects PMA Re’s weak stand-alone capital position

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following its third major reinsurance or run-off reserve charge in recent years and the uncertainty of the capital structure and future strategic direction of the company. Consequently, PMA Re decided to exit from the reinsurance business. Management has evaluated the impact of the rating downgrade and PMA Re’s intention to “withdraw from the reinsurance business” and at this time does not have any reason to believe an allowance for uncollectible amounts should be established against the reinsurance receivables due from PMA Re. The Company will continue to monitor the ongoing progress of PMA Re and evaluate various alternatives, if necessary. Premiums assumed of $20,410 and $22,708 in 2002 and 2001 respectively, included a state contract with premiums of $14,309 and $14,054. The contract premiums represented 9.3% and 9.7% of net premiums earned for the years ended 2002 and 2001, respectively. During 2003, the Company prepared a renewal quote for this business; however given the competitive nature of the current insurance market place, the Company was unable to renew this account. The following table reconciles premiums written to premiums earned and summarizes the components of insurance benefits and losses incurred.
                           
2003 2002 2001



Direct premiums written
  $ 178,320     $ 168,500     $ 153,743  
Plus — premiums assumed
    7,843       20,410       22,708  
Less — premiums ceded
    (25,562 )     (28,993 )     (25,399 )
     
     
     
 
Net premiums written
    160,601       159,917       151,052  
     
     
     
 
Change in unearned premiums
    (5,250 )     (4,875 )     (11,889 )
Change in unearned premiums ceded
    (639 )     (543 )     6,426  
     
     
     
 
 
Net change in unearned premiums
    (5,889 )     (5,418 )     (5,463 )
     
     
     
 
 
Net premiums earned
  $ 154,712     $ 154,499     $ 145,589  
     
     
     
 
Provision for benefits and losses incurred
  $ 121,639     $ 132,567     $ 132,724  
Reinsurance loss recoveries
    (19,296 )     (23,458 )     (25,828 )
     
     
     
 
Insurance benefits and losses incurred
  $ 102,343     $ 109,109     $ 106,896  
     
     
     
 

      Components of reinsurance receivables were as follows:

                 
2003 2002


Receivable on unpaid losses
  $ 41,752     $ 39,380  
Receivable on paid losses
    1,161       2,939  
Receivable from reinsurance contract termination
          7,556  
     
     
 
    $ 42,913     $ 49,875  
     
     
 

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Note 5. Income Taxes

      A reconciliation of the differences between income taxes computed at the federal statutory income tax rate and the (benefit) expense for income taxes was as follows:

                             
2003 2002 2001



Federal income tax provision at statutory rate of 35%
  $ 2,284     $ 1,086     $ 1,489  
Tax exempt interest and dividends received deductions
    (598 )     (628 )     (469 )
Other permanent differences
    238       170       314  
Change in asset valuation allowance due to:
                       
 
Change in judgment relating to realizability of deferred tax assets
    (1,478 )     (1,786 )     (827 )
 
Prior years’ taxes
          537        
Revision for prior year estimates
    (767 )            
State income taxes
    2       123       81  
Alternative minimum tax
                68  
     
     
     
 
   
Total (benefit) expense for income taxes
  $ (319 )   $ (498 )   $ 656  
     
     
     
 

      Deferred tax liabilities and assets at December 31, 2003 and 2002 were comprised of the following:

                     
2003 2002


Deferred tax liabilities:
               
 
Deferred acquisition costs
  $ (5,871 )   $ (5,495 )
 
Net unrealized investment gains
    (10,006 )     (7,397 )
 
Deferred and uncollected premium
    (830 )     (902 )
 
Other
    (99 )     (118 )
     
     
 
   
Total deferred tax liabilities
    (16,806 )     (13,912 )
     
     
 
Deferred tax assets:
               
 
Net operating loss carryforwards
    6,029       7,389  
 
Insurance reserves
    10,193       10,173  
 
Impaired assets
    348        
 
Alternative minimum tax credit
    722        
 
Bad debts and other
    918       841  
     
     
 
   
Total deferred tax assets
    18,210       18,403  
     
     
 
Asset valuation allowance
    (2,346 )     (3,824 )
     
     
 
Net deferred tax (liabilities) assets
  $ (942 )   $ 667  
     
     
 

      The components of the (benefit) expense were:

                           
2003 2002 2001



Current — Federal
  $ 842     $     $ 68  
Current — State
    2       123       81  
Deferred — Federal
    (1,163 )     (621 )     507  
     
     
     
 
 
Total
  $ (319 )   $ (498 )   $ 656  
     
     
     
 

      At December 31, 2003, the Company had regular federal net operating loss carryforwards of approximately $17,225 expiring generally between 2006 and 2009. As of December 31, 2003 and 2002, a valuation allowance of $2,346 and $3,824, respectively, was established against deferred income tax benefits relating primarily to net operating loss carryforwards that may not be realized. In 2003 and 2002, the

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decrease of $1,478 and $1,249, respectively, in the valuation allowance was due primarily to the utilization of a portion of these benefits that were previously reserved for. Since the Company’s ability to generate taxable income from operations and utilize available tax-planning strategies in the near term is dependent upon various factors, many of which are beyond management’s control, management believes that the remaining deferred income tax benefits relating to the carryforwards may not be realized. However, realization of the remaining deferred income tax benefits will be assessed periodically based on the Company’s current and anticipated results of operations and amounts could increase or decrease in the near term if estimates of future taxable income change. The Company has formal tax-sharing agreements and files a consolidated income tax return with its subsidiaries.
 
Note  6. Credit Arrangements
 
      Bank Debt

      At December 31, 2002, the Company’s $32,000 of bank debt with Wachovia Bank, N.A. (“Wachovia”) consisted of a single term loan with an annual installment of $2,000 due on or before December 31, 2003 together with a final payment of $30,000 due on June 30, 2004. In connection with a May 2003 pooled private placement of trust preferred securities, the bank debt was reduced by $17,000 and the $2,000 installment due on or before December 31, 2003 was satisfied. Subsequent thereto and effective June 30, 2003, the Company negotiated and executed an Amended and Restated Credit Agreement relating to the remaining $15,000. The loan matures on June 30, 2008 and requires minimum annual payments as follows: 2004 — $3,000; 2005 — $1,750; 2006 — $1,750; 2007 - $1,750; 2008 — $6,750. The interest rate on the borrowing is LIBOR plus a margin ranging between 1.75% and 2.50%. The applicable margin rate is determined based on the ratio of funded debt to consolidated total capitalization, all as defined. As of December 31, 2003 the stated interest rate on the bank debt was LIBOR + 2.50% or 3.64%. The loan requires the Company to comply with certain covenants including, among others, ratios that relate funded debt to capitalization and interest coverage as well as the maintenance of minimum levels of tangible net worth. The Company also must comply with limitations on capital expenditures, additional debt obligations, equity repurchases and redemptions, as well as minimum risked based capital levels.

 
      Junior Subordinated Debentures

      The Company has formed two Connecticut statutory business trusts, which exist for the exclusive purposes of: (i) issuing 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 Corporation; and (iii) engaging in only those activities necessary or incidental thereto. In accordance with the adoption of FIN 46R, the Company has deconsolidated the trust preferred securities. For further discussion of the adoption of FIN 46R, see Note 1.

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      The financial structure of Atlantic American Statutory Trust I and II, as of December 31, 2003 and 2002, were as follows:

         
Atlantic American Atlantic American
Statutory Trust I Statutory Trust II


JUNIOR SUBORDINATED DEBENTURES(1)(2)
       
Principal amount owed
  $18,042   $23,196
Balance December 31, 2003
  18,042   23,196
Balance December 31, 2002
  18,042  
Coupon rate
  LIBOR + 4.00%   LIBOR + 4.10%
Interest payable
  Quarterly   Quarterly
Maturity date
  December 4, 2032   May 15, 2033
Redeemable by issuer on or after
  December 4, 2007   May 15, 2008
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(3)
  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’ maturity date. 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 will have the right at any time to dissolve the Trust 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 Company and are effectively subordinated to all existing and future liabilities of its subsidiaries.
 
(3)  The Company has guaranteed, on a subordinated basis, all of the obligations under the trust preferred securities, including payment of the redemption price and any accumulated and unpaid distributions to the extent of available funds and upon dissolution, winding up or liquidation.

 
Note  7. Derivative Financial Instruments

      On March 21, 2001, the Company entered into a $15,000 notional amount interest rate swap agreement with Wachovia to hedge its interest rate risk on a portion of its outstanding borrowings. The interest rate swap was effective on April 2, 2001 and matures on June 30, 2004. The Company has agreed to pay a fixed rate of 5.1% and receive 3-month LIBOR until maturity. The settlement date and the reset date occur every 90 days following April 2, 2001 until maturity.

      The estimated fair value and related carrying value of the Company’s interest rate swap agreement at December 31, 2003 and 2002 was a liability of approximately $444 and $914, respectively.

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Note  8. Commitments and Contingencies
 
      Litigation

      From time to time, the Company and its subsidiaries are involved in various claims and lawsuits incidental to and in the ordinary course of their businesses. In the opinion of management, such claims will not have a material effect on the business or financial condition of the Company.

 
      Operating Lease Commitments

      The Company’s rental expense, including common area charges, for operating leases was $1,867, $1,811, and $1,732 in 2003, 2002, and 2001, respectively. The Company’s future minimum lease obligations under non-cancelable operating leases are as follows:

           
Year Ending December 31,
2004
  $ 1,589  
2005
    1,438  
2006
    748  
2007
    756  
2008
    764  
Thereafter
    1,623  
     
 
 
Total
  $ 6,918  
     
 
 
Note 9. Employee Benefit Plans
 
Stock Options

      In accordance with the Company’s 1992 Incentive Plan, the Board of Directors may grant up to 1,800,000 stock options or share awards. The Board of Directors may grant: (a) incentive stock options within the meaning of Section 422 of the Internal Revenue Code; (b) non-qualified stock options; (c) performance units; (d) awards of restricted shares of the Company’s common stock and other stock unit awards; (e) deferred shares of common stock; or (f) all or any combination of the foregoing to officers and key employees. Stock options granted under this plan expire five or ten years from the date of grant, as specified in an award agreement. Vesting occurs at 50% upon issuance of an option, and the remaining portion vest in 25% increments in each of the following two years. In accordance with the Company’s 1996 Director Stock Option Plan, a maximum of 200,000 stock options may be granted that fully vest six months after the grant date. In accordance with the Company’s 2002 Incentive Plan (the “2002 Plan”), the Board of Directors may grant up to 2,000,000 stock options or share awards. Subject to adjustment as provided in the 2002 Plan, the Board of Directors may grant: (a) incentive stock options; (b) non-qualified stock options; (c) stock appreciation rights; (d) restricted shares; (e) deferred shares; and (f) performance shares and/or performance units. Further, the Board may authorize the granting to non-employee directors of stock options and/or restricted shares. A total of 41,503 and 29,997 restricted shares were issued to the Company’s Board of Directors under the 2002 Plan in 2003 and 2002, respectively. As of December 31, 2003, an aggregate of forty-six employees, officers and directors held options under the three plans.

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      A summary of the status of the Company’s stock options at December 31, 2003, 2002 and 2001, is as follows:

                                                 
2003 2002 2001



Weighted Weighted Weighted
Average Average Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price






Options outstanding, beginning of year
    1,008,000     $ 2.31       1,275,000     $ 2.63       1,024,000     $ 3.43  
Options granted
    227,000       1.59       58,000       2.09       572,000       1.26  
Options exercised
    (20,000 )     1.25       (10,000 )     1.25              
Options canceled or expired
    (304,500 )     3.54       (315,000 )     3.58       (321,000 )     2.75  
     
             
             
         
Options outstanding, end of year
    910,500       1.74       1,008,000       2.31       1,275,000       2.63  
     
             
             
         
Options exercisable
    784,500       1.76       847,375       2.49       991,250       3.02  
     
             
             
         
Options available for future grant
    2,452,150               2,416,153               194,150          
     
             
             
         

      Data on options outstanding and exercisable at December 31, 2003 is as follows:

                                         
Outstanding Exercisable


Range of Number of Weighted Average Weighted Average Number of Weighted Average
Exercise Price Options Remaining Life Exercise Price Options Exercise Price






$1.00 to $1.50
    492,500       7.79     $ 1.25       492,500     $ 1.25  
$1.51 to $2.00
    286,500       8.96     $ 1.67       160,500     $ 1.70  
$2.51 to $3.00
    15,000       2.41     $ 2.68       15,000     $ 2.68  
$3.51 to $4.00
    111,500       <1.00     $ 3.88       111,500     $ 3.88  
$4.01 to $4.50
    5,000       <1.00     $ 4.06       5,000     $ 4.06  
     
                     
         
      910,500                       784,500          
     
                     
         

      The weighted average fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model and was $1.15, $1.62, and $.95 for grants in 2003, 2002, and 2001, respectively. Fair value determinations were based on expected dividend yields of zero, expected lives of 5 or 10 years, risk free interest rates of 4.21%, 3.92%, and 4.49%, and expected volatility of 60.08%, 69.11%, and 64.99%, for the years ended December 31, 2003, 2002, and 2001, respectively.

 
401(k) Plan

      The Company initiated an employees’ savings plan under Section 401(k) of the Internal Revenue Code in May 1995. The plan covers substantially all of the Company’s employees, except employees of American Southern. Under the plan, employees generally may elect to contribute up to 16% of their compensation to the plan. The Company makes a matching contribution on behalf of each employee in an amount equal to 50% of the first 6% of such contributions. The Company’s matching contribution is in Company stock and had a value of approximately $256, $219, and $159 in 2003, 2002, and 2001, respectively.

 
Defined Benefit Pension Plans

      The Company has both a funded and unfunded noncontributory defined benefit pension plan covering the employees of American Southern. The plans provide defined benefits based on years of service and average salary. The Company’s general funding policy is to contribute annually the maximum amount that can be deducted for income tax purposes.

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Obligation and Funded Status

                   
2003 2002


Change in Benefit Obligation
               
 
Net benefit obligation at beginning of year
  $ 4,195     $ 3,810  
 
Service cost
    144       123  
 
Interest cost
    266       250  
 
Actuarial loss
    286       118  
 
Gross benefits paid
    (90 )     (106 )
     
     
 
 
Net benefit obligation at end of year
    4,801       4,195  
     
     
 
Change in Plan Assets
               
 
Fair value of plan assets at beginning of year
    1,999       2,183  
 
Employer contributions
    250       191  
 
Actual return on plan assets
    299       (269 )
 
Gross benefits paid
    (90 )     (106 )
     
     
 
 
Fair value of plan assets at end of year
    2,458       1,999  
     
     
 
Funded Status of Plan
               
 
Funded status at end of year
    (2,343 )     (2,196 )
 
Unrecognized net actuarial loss
    1,531       1,492  
 
Unrecognized prior service cost
    (5 )     (5 )
 
Unrecognized net transition obligation
          2  
 
Additional minimum liability
    (105 )     (96 )
     
     
 
 
Net amount recognized in accrued liabilities at end of year
  $ (922 )   $ (803 )
     
     
 

      The accumulated benefit obligation for all defined benefit plans at December 31, 2003 and 2002 was $3,797 and $3,301, respectively.

      The weighted-average assumptions used to determine the benefit obligation at December 31, were as follows:

                 
2003 2002


Discount rate to determine the projected benefit obligation
    6.00 %     6.50 %
Projected annual salary increases
    4.50 %     4.50 %

      Included in the above is one plan which is unfunded. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for this plan were $1,086, $891, and $0, respectively, as of December 31, 2003 and $1,005, $794, and $0, respectively, as of December 31, 2002.

Components of Net Periodic Benefit Cost

      Net periodic pension cost for the Company’s qualified and non-qualified defined benefit plans for the years ended December 31, 2003, 2002 and 2001 included the following components:

                         
2003 2002 2001



Service cost
  $ 144     $ 123     $ 136  
Interest cost
    266       250       263  
Expected return on plan assets
    (137 )     (170 )     (192 )
Net amortization
    88       41       35  
     
     
     
 
    $ 361     $ 244     $ 242  
     
     
     
 

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      The weighted-average assumptions used to determine the net periodic benefit cost at December 31, were as follows:

                         
2003 2002 2001



Discount rate to determine the net periodic benefit cost
    6.50 %     7.00 %     7.00 %
Expected long-term rate of return on plan assets used to determine net periodic pension cost
    7.00 %     8.00 %     8.00 %
Projected annual salary increases
    4.50 %     4.50 %     4.50 %

      The qualified defined benefit plan assets were invested in the INVESCO Total Return Fund (the “Fund”), the prospectus for which indicates a 10 year average annual return of approximately 7%; accordingly, a 7.00% rate of return was used to calculate the periodic benefit cost for 2003. The Fund normally invests at least 65% of its assets in common stocks and at least 30% of its assets in debt securities that are investment grade at the time of purchase. The remaining assets of the Fund are allocated to other investments at the Fund manager’s discretion, based upon current business, economic and market conditions.

      The Company’s investment strategy with respect to pension assets is to invest the assets in accordance with ERISA and fiduciary standards. The long-term primary investment objectives are to: 1) provide for a reasonable amount of long-term growth of capital, without undue exposure to risk; and protect the assets from erosion of purchasing power, and 2) provide investment results that meet or exceed the actuarially assumed long-term rate of return. The Fund has not included any equity securities of the Company at any time.

Expected Cash Flows

      The Company expects to contribute $236 for all defined benefit plans in 2004.

 
Note 10. Preferred Stock

      The Company had 134,000 shares of Series B Preferred Stock (“Series B Preferred Stock”) outstanding at December 31, 2003 and 2002, having a stated value of $100 per share. Annual dividends on the Series B Preferred Stock are $9.00 per share and are cumulative. Dividends accrue whether or not declared by the Board of Directors. The Series B Preferred Stock is not currently convertible, but may become convertible into shares of the Company’s common stock under certain circumstances. In such event, the Series B Preferred Stock would be convertible into an aggregate of approximately 3,358,000 shares of the Company’s common stock at a conversion rate of $3.99 per share. The Series B Preferred Stock is redeemable at the option of the Company. As of December 31, 2003 and 2002, the Company had accrued but unpaid dividends on the Series B Preferred Stock of $9,648 and $8,442, respectively. For all periods in which the Company had an accumulated deficit, dividends on the Series B Preferred Stock were accrued from additional paid in capital.

      The Company had 5,000 shares of Series C Preferred Stock (“Series C Preferred Stock”) outstanding at December 31, 2003, having a stated value of $100 per share. Annual dividends are $9.00 per share and are cumulative. The Series C Preferred Stock is not currently convertible but may become convertible into shares of the Company’s common stock under certain circumstances. In such event, the Series C Preferred Stock would be convertible into an aggregate of approximately 125,000 shares of the Company’s common stock at a conversion price of $3.99 per share. The Series C Preferred Stock is redeemable at the option of the Company. During 2003, in accordance with the terms of the Series C Preferred Stock, the Company exercised its right to redeem 20,000 of the outstanding shares of the Series C Preferred Stock. These shares were redeemed at the redemption price specified in the terms of the Series C Preferred Stock, $100 per share, or $2,000. The Company paid $143 and $225 in dividends to the holders of the Series C Preferred Stock during 2003 and 2002, respectively. For all periods in which the Company had an accumulated deficit, dividends on the Series C Preferred Stock were

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accrued from additional paid in capital. Subsequent to December 31, 2003, the remaining 5,000 shares of Series C Preferred Stock were redeemed at the redemption price of $100 per share, or $500.
 
Note 11. Earnings Per Common Share

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

                           
For the Year Ended
December 31, 2003

Per Share
Income Shares Amount



Basic Earnings Per Common Share
                       
Net income before preferred stock dividends
  $ 6,844       21,200          
Less preferred dividends
    (1,349 )              
     
     
         
Net income applicable to common shareholders
    5,495       21,200     $ .26  
                     
 
Diluted Earnings Per Common Share
                       
Effect of dilutive stock options
          375          
     
     
         
 
Net income applicable to common shareholders
  $ 5,495       21,575     $ .25  
     
     
     
 
                           
For the Year Ended
December 31, 2002

Per Share
Income Shares Amount



Basic Earnings (Loss) Per Common Share
                       
Income before cumulative effect of change in accounting principle
  $ 3,601       21,307          
Less preferred dividends
    (1,431 )              
     
     
         
Income before cumulative effect of change in accounting principle applicable to common shareholders
    2,170       21,307     $ 0.10  
Cumulative effect of change in accounting principle
    (15,816 )     21,307       (0.74 )
     
     
     
 
 
Net loss applicable to common shareholders
  $ (13,646 )     21,307     $ (0.64 )
     
     
     
 
Diluted Earnings (Loss) Per Common Share
                       
Income before cumulative effect of change in accounting principle applicable to common shareholders
  $ 2,170       21,307          
Effect of dilutive stock options
          354          
     
     
         
Income before cumulative effect of change in accounting principle applicable to common shareholders
    2,170       21,661     $ 0.10  
Cumulative effect of change in accounting principle
    (15,816 )     21,661       (0.73 )
     
     
     
 
 
Net loss applicable to common shareholders
  $ (13,646 )     21,661     $ (0.63 )
     
     
     
 

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For the Year Ended
December 31, 2001

Per Share
Income Shares Amount



Basic Earnings Per Common Share
                       
Net income before preferred stock dividends
  $ 3,597       21,198          
Less preferred dividends
    (1,431 )              
     
     
         
 
Net income applicable to common shareholders
    2,166       21,198     $ .10  
                     
 
Diluted Earnings Per Common Share
                       
Effect of dilutive stock options
          160          
     
     
         
 
Net income applicable to common shareholders
  $ 2,166       21,358     $ .10  
     
     
     
 

      Average outstanding options of 335,000 were excluded from the earnings per common share calculation in 2003 and outstanding stock options of 408,500 and 712,500 were excluded from the earnings per common share calculation in 2002 and 2001, respectively, since their impact was antidilutive. The assumed conversions of the Series B and Series C Preferred Stock were also excluded from the earnings per common share calculation for 2003, 2002, and 2001 since their impact was antidilutive.

 
Note 12. Statutory Reporting

      The assets, liabilities and results of operations have been reported on the basis of GAAP, which varies from statutory accounting practices (“SAP”) prescribed or permitted by insurance regulatory authorities. The principal differences between SAP and GAAP are that under SAP: (i) certain assets that are non-admitted assets are eliminated from the balance sheet; (ii) acquisition costs for policies are expensed as incurred, while they are deferred and amortized over the estimated life of the policies under GAAP; (iii) the provision that is made for deferred income taxes is different than under GAAP; (iv) the timing of establishing certain reserves is different than under GAAP; and (v) valuation allowances are established against investments.

      The amount of statutory net income and surplus (shareholders’ equity) for the Company’s insurance subsidiaries for the years ended December 31 were as follows:

                           
2003 2002 2001



Life and Health, net income
  $ 3,102     $ 4,002     $ 2,948  
Property and Casualty, net income
    5,224       1,270       3,539  
     
     
     
 
 
Statutory net income
  $ 8,326     $ 5,272     $ 6,487  
     
     
     
 
Life and Health, surplus
  $ 31,197     $ 25,850     $ 22,739  
Property and Casualty, surplus
    74,937       68,869       61,922  
     
     
     
 
 
Statutory surplus
  $ 106,134     $ 94,719     $ 84,661  
     
     
     
 

      Under the insurance code of the state of jurisdiction under which each insurance subsidiary operates, dividend payments to the Company by its insurance subsidiaries are subject to certain limitations without the prior approval of the Insurance Commissioner. The Company received dividends of $5,728, $7,076 and $7,099 in 2003, 2002, and 2001, respectively, from its subsidiaries. In 2004, dividend payments by insurance subsidiaries in excess of $12,536 would require prior approval.

 
Note 13. Related Party and Other Transactions

      In the normal course of business and, in management’s opinion, at terms comparable to those available from unrelated parties, the Company has engaged in transactions with its Chairman and his affiliates from time to time. These transactions include leasing of office space as well as investing and financing activities. A brief description of each of these follows.

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      The Company leases approximately 65,489 square feet of office and covered garage space from an affiliated company. During the years ended December 31, 2003, 2002, and 2001, the Company paid $1,000, $987 and $961, respectively, under the leases.

      Financing for the Company has been provided through affiliates of the Company or its Chairman, in the form of the Series B Preferred Stock and Series C Preferred Stock (See Note 10).

      The Company has made mortgage loans to finance properties owned by Leath Furniture, LLC (“Leath”), which is owned by an affiliate of the Chairman. At December 31, 2003 and 2002, the balance of mortgage loans owed by Leath to the Company’s insurance subsidiary was $3,152 and $3,292, respectively. For 2003, 2002, and 2001, interest paid by Leath on the mortgage loans totaled $299, $311, and $323, respectively.

      Certain members of management are on the Boards of Directors of Bull Run Corporation (“Bull Run”) and Gray Television, Inc. (“Gray”). At December 31, 2003, the Company owned 184,337 common shares of Bull Run and 376,060 shares of Gray Common Stock Class A and 106,000 shares of Gray Common Stock Class B. The Company also owned 350 shares of Gray’s Series C Preferred Stock and 2,000 shares of Bull Run’s Series D Preferred Stock as of December 31, 2003. At December 31, 2002, the Company owned 131,137 common shares of Bull Run and 376,060 shares of Gray’s Common Stock Class A and 106,000 shares of Gray’s Common Stock Class B. In addition, the Company owned 350 shares of Gray’s Series C Preferred Stock and 2,000 shares of Bull Run’s Series B Preferred Stock. The aggregate carrying value of the investments in Bull Run and Gray at December 31, 2003 were $2,225 and $10,808, respectively and at December 31, 2002 were $3,219 and $8,990, respectively.

      In 1998, Georgia Casualty began assuming workers’ compensation premiums from Delta Fire & Casualty Insurance Company which is controlled by certain affiliates of the Company. Premiums assumed and commissions paid in 2003 were $1,817 and $168, respectively, $1,090 and $128 in 2002, respectively and $1,554 and $212 in 2001, respectively.

      In 1998, American Southern formed the American Auto Insurance Agency (the “Agency”) in a joint venture with Carolina Motor Club, Inc. to market personal automobile insurance to the members of the automobile club. American Southern holds a 50% interest in the joint venture and underwrites the majority of the standard automobile business written by the Agency. This program, which began writing business in 1999, had gross written premiums of approximately $8,311, $7,083 and $6,084 in 2003, 2002, and 2001, respectively.

Note 14.     Segment Information

      The Company’s primary insurance subsidiaries operate with relative autonomy and each company is evaluated based on its individual performance. American Southern, Association Casualty, and Georgia Casualty operate in the Property and Casualty insurance market, while Bankers Fidelity operates in the Life and Health insurance market. All segments derive revenue from the collection of premiums, as well

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as from investment income. Substantially all revenue other than that in the corporate and other segment is from external sources.
                                                           
American Georgia Bankers Association Corporate Adjustments &
Southern Casualty Fidelity Casualty & Other Eliminations Consolidated







December 31, 2003
                                                       
Insurance premiums
  $ 37,358     $ 34,319     $ 62,683     $ 20,352     $     $     $ 154,712  
Investment income, including net realized gains
    4,844       3,107       5,650       2,396       1,725       (1,734 )     15,988  
Other income
          97             28       8,375       (7,600 )     900  
     
     
     
     
     
     
     
 
 
Total revenue
    42,202       37,523       68,333       22,776       10,100       (9,334 )     171,600  
     
     
     
     
     
     
     
 
Insurance benefits and losses incurred
    20,977       22,258       43,863       15,245                   102,343  
Expenses deferred
    (7,807 )     (7,439 )     (1,427 )     (3,879 )                 (20,552 )
Amortization and depreciation expense
    6,842       6,989       1,998       3,787                   19,616  
Other expenses
    14,343       14,600       18,630       8,235       17,194       (9,334 )     63,668  
     
     
     
     
     
     
     
 
 
Total expenses
    34,355       36,408       63,064       23,388       17,194       (9,334 )     165,075  
     
     
     
     
     
     
     
 
Income (loss) before income taxes
  $ 7,847     $ 1,115     $ 5,269     $ (612 )   $ ( 7,094 )   $     $ 6,525  
     
     
     
     
     
     
     
 
Total assets
  $ 113,299     $ 121,818     $ 127,642     $ 96,275     $ 153,635     $ (169,117 )   $ 443,552  
     
     
     
     
     
     
     
 
                                                           
American Georgia Bankers Association Corporate Adjustments
Southern Casualty Fidelity Casualty & Other & Eliminations Consolidated







December 31, 2002
                                                       
Insurance premiums
  $ 39,914     $ 29,744     $ 60,597     $ 24,244     $     $     $ 154,499  
Investment income, including net realized gains
    4,251       3,302       4,679       2,287       200       (121 )     14,598  
Other income
    188       47             88       7,529       (6,704 )     1,148  
     
     
     
     
     
     
     
 
 
Total revenue
    44,353       33,093       65,276       26,619       7,729       (6,825 )     170,245  
     
     
     
     
     
     
     
 
Insurance benefits and losses incurred
    26,353       19,950       42,404       20,402                   109,109  
Expenses deferred
    (5,898 )     (6,591 )     (2,533 )     (3,829 )                 (18,851 )
Amortization and depreciation expense
    5,826       5,935       2,383       4,390                   18,534  
Other expenses
    11,451       13,977       18,957       7,637       13,153       (6,825 )     58,350  
     
     
     
     
     
     
     
 
 
Total expenses
    37,732       33,271       61,211       28,600       13,153       (6,825 )     167,142  
     
     
     
     
     
     
     
 
Income (loss) before income taxes and cumulative effect of change in accounting principle
    6,621       (178 )     4,065       (1,981 )     (5,424 )           3,103  
Cumulative effect of change in accounting principle
                      (15,816 )                 (15,816 )
     
     
     
     
     
     
     
 
Income (loss) before income taxes
  $ 6,621     $ (178 )   $ 4,065     $ (17,797 )   $ (5,424 )   $     $ (12,713 )
     
     
     
     
     
     
     
 
Total assets
  $ 112,337     $ 114,308     $ 115,275     $ 84,773     $ 140,340     $ (145,509 )   $ 421,524  
     
     
     
     
     
     
     
 

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American Georgia Bankers Association Corporate Adjustments
Southern Casualty Fidelity Casualty & Other & Eliminations Consolidated







December 31, 2001
                                                       
Insurance premiums
  $ 39,023     $ 25,579     $ 55,276     $ 25,711     $     $     $ 145,589  
Investment income, including net realized gains
    4,630       2,907       4,968       3,462       945       (887 )     16,025  
Other income
    126       29             495       6,978       (5,934 )     1,694  
     
     
     
     
     
     
     
 
 
Total revenue
    43,779       28,515       60,244       29,668       7,923       (6,821 )     163,308  
     
     
     
     
     
     
     
 
Insurance benefits and losses incurred
    26,069       17,644       39,570       23,613                   106,896  
Expenses deferred
    (4,502 )     (4,876 )     (3,393 )     (5,404 )                 (18,175 )
Amortization and depreciation expense
    4,651       5,122       2,478       6,181       140             18,572  
Other expenses
    10,765       8,519       18,219       8,203       12,877       (6,821 )     51,762  
     
     
     
     
     
     
     
 
 
Total expenses
    36,983       26,409       56,874       32,593       13,017       (6,821 )     159,055  
     
     
     
     
     
     
     
 
Income (loss) before income taxes
  $ 6,796     $ 2,106     $ 3,370     $ (2,925 )   $ (5,094 )   $     $ 4,253  
     
     
     
     
     
     
     
 
Total assets
  $ 110,680     $ 103,701     $ 108,604     $ 90,505     $ 140,150     $ (141,621 )   $ 412,019  
     
     
     
     
     
     
     
 
 
Note 15. Disclosures About Fair Value of Financial Instruments

      The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and to develop the estimates of fair value. Accordingly, 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.

                                   
2003 2002


Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value




Assets:
                               
 
Cash and cash equivalents, including short-term investments
  $ 34,238     $ 34,238     $ 41,638     $ 41,638  
 
Fixed maturities
    229,449       229,449       207,010       207,010  
 
Common and non-redeemable preferred stocks
    44,000       44,000       32,062       32,062  
 
Mortgage loans
    3,189       3,919       3,330       4,127  
 
Policy and student loans
    2,375       2,375       2,409       2,409  
 
Other invested assets
    4,639       4,639       5,031       5,031  
 
Investment in unconsolidated trusts
    1,238       1,238       542       542  
Liabilities:
                               
 
Debt payable to bank
    15,000       15,000       32,000       32,000  
 
Junior subordinated debentures
    41,238       41,238       18,042       18,042  

      The fair value estimates as of December 31, 2003 and 2002 were based on pertinent information available to management as of the respective dates. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, current estimates of fair value may differ significantly from amounts that might ultimately be realized.

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      The following describes the methods and assumptions used by the Company in estimating fair values:

     Cash and Cash Equivalents, including Short-term Investments

        The carrying amount approximates fair value due to the short-term nature of the instruments.

 
      Fixed Maturities, Common and Non-Redeemable Preferred Stocks and Publicly Traded Other Invested Assets

        The carrying amount is determined in accordance with methods prescribed by the NAIC, which do not differ materially from nationally quoted market prices.

     Non-publicly Traded Invested Assets

        The fair value of investments in certain limited partnerships, which are included in other invested assets on the consolidated balance sheet, were determined by officers of those limited partnerships.

     Mortgage Loans

        The fair values are estimated based on quoted market prices for those or similar investments.

     Debt Payable and Junior Subordinated Debentures

        The fair value is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt having the same or similar returns and remaining maturities.

 
Note 16. Reconciliation of Other Comprehensive Income

      The Company’s comprehensive income consists of net income, unrealized gains and losses on securities available for sale and fair value adjustments to the interest rate swap, net of applicable income taxes.

      Other than net income, the other components of comprehensive income (loss) for the years ended December 31, 2003, 2002 and 2001 were as follows:

                           
December 31,

2003 2002 2001



Gain on the sale of securities included in net income
  $ 360     $ 587     $ 1,708  
     
     
     
 
Other comprehensive income:
                       
 
Net pre-tax unrealized gains arising during year
  $ 7,813     $ 7,731     $ 5,206  
 
Reclassification adjustment
    (360 )     (587 )     (1,708 )
     
     
     
 
 
Net pre-tax unrealized gains recognized in other comprehensive income
    7,453       7,144       3,498  
 
Fair value adjustments to interest rate swap
    470       (382 )     (532 )
 
Deferred income tax expense attributable to other comprehensive income
    (2,773 )     (2,367 )     (1,038 )
     
     
     
 
 
Net other comprehensive income
  $ 5,150     $ 4,395     $ 1,928  
     
     
     
 

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Note 17. Quarterly Financial Information (Unaudited)

      The following table sets forth a summary of the quarterly unaudited results of operations for the two years in the period ended December 31, 2003:

                                                                   
2003 2002


First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter








Revenue
  $ 44,018     $ 43,464     $ 41,534     $ 42,584     $ 40,069     $ 43,079     $ 43,151     $ 43,946  
     
     
     
     
     
     
     
     
 
Income (loss) before income taxes and cumulative effect of change in accounting principle
  $ 864     $ 1,712     $ 1,717     $ 2,232     $ 2,264     $ 1,421     $ (525 )   $ (57 )
Income tax expense (benefit)
    168       501       (1,549 )     561       759       479       (1,481 )     (255 )
Cumulative effect of change in accounting principle
                            (15,816 )                  
     
     
     
     
     
     
     
     
 
 
Net income (loss)
  $ 696     $ 1,211     $ 3,266     $ 1,671     $ (14,311 )   $ 942     $ 956     $ 198  
     
     
     
     
     
     
     
     
 
Per common share data:
                                                               
Basic net income (loss) per share
  $ .02     $ .04     $ .14     $ .06     $ (.69 )   $ .03     $ .03     $ (.01 )
     
     
     
     
     
     
     
     
 
Diluted net income (loss) per share
  $ .02     $ .04     $ .13     $ .06     $ (.68 )   $ .03     $ .03     $ (.01 )
     
     
     
     
     
     
     
     
 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      On June 26, 2002, the Audit Committee of the Board of Directors of Atlantic American Corporation (the “Company”) determined to end its engagement of Arthur Andersen LLP (“Andersen”) as auditors and voted to engage the services of Deloitte & Touche LLP to serve as the Company’s auditors for the Company’s 2002 fiscal year, effective immediately.

      Andersen’s report on the Company’s consolidated financial statements for the fiscal year ended December 31, 2001 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

      During the fiscal year ended December 31, 2001 and through the date their engagement ended, there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen’s satisfaction, would have caused Andersen to make reference to the subject matter in connection with its report with respect to the Company’s consolidated financial statements for such year; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

      The Company provided Andersen with a copy of the foregoing disclosures. Attached in the 8-K filing dated June 28, 2002, as Exhibit 16.1, is a copy of Andersen’s letter, dated June 28, 2002, stating its agreement with such statements.

      During the fiscal year ended December 31, 2001 and through June 26, 2002, the Company did not consult Deloitte & Touche LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.

 
Item 9A. Controls and Procedures

      As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective. There have been no significant changes in our internal controls and procedures or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART III

      With the exception of information relating to the Executive Officers of the Company, which is provided in Part I hereof, the information relating to securities authorized for issuance under equity compensation plans, which is included in Part II, Item 5 hereof, and the information relating to the Company’s Code of Ethics, which is included below, all information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to the sections entitled “Election of Directors”, “Security Ownership of Certain Beneficial Owners and Management”, “Section 16(a) Beneficial Ownership Compliance”, “Executive Compensation”, “Certain Relationships and Related Transactions” and “Ratification of Independent Public Accountants” contained in the Company’s definitive proxy statement to be delivered in connection with the Company’s Annual Meeting of Shareholders to be held on May 4, 2004.

      The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or any persons performing similar functions, as well as its directors and other employees. A copy of this Code of Ethics is attached as Exhibit 14.1 to this annual report.

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PART IV

 
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

      (a) List of documents filed as part of this report:

Financial Statement Schedules

         
II
    Condensed financial information of Registrant for the three years ended December 31, 2003
III
    Supplementary insurance information for the three years ended December 31, 2003
IV
    Reinsurance for the three years ended December 31, 2003
VI
    Supplemental information concerning property-casualty insurance operations for the three years ended December 31, 2003

      Schedules other than those listed above are omitted as they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable.

      (b) Reports on Form 8-K:

      None.

      (c) Exhibits*:

             
  3 .1     Restated Articles of Incorporation of the registrant, as amended [incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K for the year ended December 31, 2002].
  3 .2     Bylaws of the registrant [incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-K for the year ended December 31, 1993].
  10 .01     Lease Contract between registrant and Delta Life Insurance Company dated June 1, 1992 [incorporated by reference to Exhibit 10.11 to the registrant’s Form 10-K for the year ended December 31, 1992].
  10 .02     First Amendment to Lease Contract between registrant and Delta Life Insurance Company dated June 1, 1993 [incorporated by reference to Exhibit 10.11.1 to the registrant’s Form 10-Q for the quarter ended June 30, 1993].
  10 .03     Second Amendment to Lease Contract between registrant and Delta Life Insurance Company dated August 1, 1994 [incorporated by reference to Exhibit 10.11.2 to the registrant’s Form 10-Q for the quarter ended September 30, 1994].
  10 .04     Lease Agreement between Georgia Casualty & Surety Company and Delta Life Insurance Company dated September 1, 1991 [incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K for the year ended December 31, 1992].
  10 .05     First Amendment to Lease Agreement between Georgia Casualty & Surety Company and Delta Life Insurance Company dated June 1,1992 [incorporated by reference to Exhibit 10.12.1 to the registrant’s Form 10-K for the year ended December 31, 1992].
  10 .06     Management Agreement between registrant and Georgia Casualty & Surety Company dated April 1, 1983 [incorporated by reference to Exhibit 10.16 to the registrant’s Form 10-K for the year ended December 31, 1986].
  10 .07**     Minutes of Meeting of Board of Directors of registrant held February 25, 1992 adopting registrant’s 1992 Incentive Plan together with a copy of that plan, as adopted [incorporated by reference to Exhibit 10.21 to the registrant’s Form 10-K for the year ended December 31, 1991].
  10 .08     Loan and Security Agreement dated August 26, 1991, between registrant’s three insurance subsidiaries named therein and Leath Furniture, Inc. [incorporated by reference to Exhibit 10.38 to the registrant’s Form 10-K for the year ended December 31, 1992].
  10 .09     First amendment to the amended and reissued mortgage note dated January 1, 1992, [incorporated by reference to Exhibit 10.38.1 to the registrant’s Form 10-K for the year ended December 31, 1992].

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  10 .10     Intercreditor Agreement dated August 26, 1991, between Leath Furniture, Inc., the registrant and the registrant’s three insurance subsidiaries named therein [incorporated by reference to Exhibit 10.39 to the registrant’s Form 10-K for the year ended December 31, 1992].
  10 .11     Management Agreement between the registrant and Atlantic American Life Insurance Company and Bankers Fidelity Life Insurance Company dated July 1, 1993 [incorporated by reference to Exhibit 10.41 to the registrant’s Form 10-Q for the quarter ended September 30, 1993].
  10 .12     Tax allocation agreement dated January 28, 1994, between registrant and registrant’s subsidiaries [incorporated by reference to Exhibit 10.44 to the registrant’s Form 10-K for the year ended December 31, 1993].
  10 .13     Indenture of Trust, dated as of June 24, 1999, by and between Atlantic American Corporation and The Bank of New York, as Trustee [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K dated July 16, 1999].
  10 .14     Reimbursement and Security Agreement, dated as of June 24, 1999, between Atlantic American Corporation and Wachovia Bank of Georgia, N.A. [incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K dated July 16, 1999].
  10 .15     Revolving Credit Facility, dated as of July 1, 1999 between Atlantic American Corporation and Wachovia Bank, N.A. [incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K dated July 16, 1999].
  10 .16     First Amendment, dated as of March 24, 2000, to Credit Agreement, dated as of July 1, 1999, between Atlantic American Corporation and Wachovia Bank, N.A. [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended June 30, 2000].
  10 .17     Second Amendment, dated February 9, 2001, to Credit Agreement, dated as of July 1, 1999, between Atlantic American Corporation and Wachovia Bank, N.A. [incorporated by reference to Exhibit 10.18 to the registrant’s Form 10-K for the year ended December 31, 2000].
  10 .18     Third Amendment, dated as of December 31, 2001 to Credit Agreement, dated as of July 1, 1999, between Atlantic American Corporation and Wachovia Bank, N.A. [incorporated by reference to Exhibit 10.19 to the registrant’s Form 10-K for the year ended December 31, 2001].
  10 .19     Fourth Amendment, dated November 21, 2002, to Credit Agreement, dated as of July 1, 1999, between Atlantic American Corporation and Wachovia Bank, N.A. [incorporated by reference to Exhibit 10.19 to the registrant’s Form 10-K for the year ended December 31, 2002].
  10 .20     Fifth Amendment, dated April 23, 2003, to Credit Agreement, dated as of July 1, 1999, between Atlantic American Corporation and Wachovia Bank, N.A. [incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended June 30, 2003].
  10 .21     Amended and Restated Credit Agreement, dated as of June 30, 2003, between Atlantic American Corporation and Wachovia Bank, N.A. [incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q for the quarter ended June 30, 2003].
  10 .22**     Atlantic American Corporation 1992 Incentive Plan [ incorporated by reference to Exhibit 4 to the registrant’s Form S-8 filed on November 1, 1999].
  10 .23**     Atlantic American Corporation 1996 Director Stock Option Plan [incorporated by reference to Exhibit 4 to the registrant’s Form S-8 filed on November 1, 1999].
  10 .24**     Atlantic American Corporation 2002 Stock Incentive Plan [incorporated by reference to Exhibit 4.1 to the registrant’s Form S-8 filed on August 2, 2002].
  10 .25     Summary Terms of Consulting Arrangement between Atlantic American Corporation and Samuel E. Hudgins, entered into in June 2002 [incorporated by reference to Exhibit 10.23 to the registrant’s Form 10-K for the year ended December 31, 2002].
  14 .1     Code of Ethics.
  21 .1     Subsidiaries of the registrant.
  23 .1     Consent of Deloitte & Touche LLP, Independent Auditors.

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  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     Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 *  The registrant agrees to furnish to the Commission upon request a copy of any instruments defining the rights of securityholders of the registrant that may be omitted from filing in accordance with the Commission’s rules and regulations.
 
**  Management contract, compensatory plan or arrangement required to be filed pursuant to, Part IV, Item 15(c) of Form 10-K and Item 601 of Regulation S-K.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

  (Registrant) ATLANTIC AMERICAN CORPORATION

  By:  /s/ JOHN G. SAMPLE, JR.
 
  John G. Sample, Jr.
  Senior Vice President and Chief Financial Officer

Date: March 29, 2004

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

             
Signature Title Date



 
/s/ J. MACK ROBINSON

J. Mack Robinson
  Chairman of the Board   March 29, 2004
 
/s/ HILTON H. HOWELL, JR.

Hilton H. Howell, Jr.
  President, Chief Executive Officer and Director (Principal Executive Officer)   March 29, 2004
 
/s/ JOHN G. SAMPLE, JR.

John G. Sample, Jr.
  Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   March 29, 2004
 
/s/ EDWARD E. ELSON

Edward E. Elson
  Director   March 29, 2004
 
/s/ SAMUEL E. HUDGINS

Samuel E. Hudgins
  Director   March 29, 2004
 
/s/ D. RAYMOND RIDDLE

D. Raymond Riddle
  Director   March 29, 2004
 
/s/ HARRIETT J. ROBINSON

Harriett J. Robinson
  Director   March 29, 2004
 
/s/ SCOTT G. THOMPSON

Scott G. Thompson
  Director   March 29, 2004
 
/s/ MARK C. WEST

Mark C. West
  Director   March 29, 2004
 
/s/ WILLIAM H. WHALEY, M.D.

William H. Whaley, M.D.
  Director   March 29, 2004

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Signature Title Date



 
/s/ DOM H. WYANT

Dom H. Wyant
  Director   March 29, 2004
 
/s/ HAROLD K. FISCHER

Harold K. Fischer
  Director   March 29, 2004

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SCHEDULE II

Page 1 of 3

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ATLANTIC AMERICAN CORPORATION

(Parent Company Only)

BALANCE SHEETS

                   
December 31,

2003 2002


(In thousands)
ASSETS
Cash and short-term investments
  $ 1,751     $ 1,742  
Investment in subsidiaries
    147,978       134,511  
Investment in unconsolidated trusts
    1,238       542  
Income taxes receivable from subsidiaries
    3,986       1,359  
Other assets
    3,210       2,712  
     
     
 
 
Total assets
  $ 158,163     $ 140,866  
     
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deferred tax liability, net
  $ 2,463     $ 854  
Other payables
    12,569       11,430  
Debt payable to bank
    15,000       32,000  
Junior subordinated debentures
    41,238       18,042  
     
     
 
Total liabilities
    71,270       62,326  
Shareholders’ equity
    86,893       78,540  
     
     
 
 
Total liabilities and shareholders’ equity
  $ 158,163     $ 140,866  
     
     
 

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SCHEDULE II

Page 2 of 3

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ATLANTIC AMERICAN CORPORATION

(Parent Company Only)

STATEMENTS OF OPERATIONS

                             
Year Ended December 31,

2003 2002 2001



(In thousands)
Revenue
                       
 
Fees, rentals and interest income from subsidiaries
  $ 7,599     $ 6,705     $ 5,933  
 
Distributed earnings from subsidiaries
    5,728       7,076       7,099  
 
Other
    120       217       1,299  
     
     
     
 
   
Total revenue
    13,447       13,998       14,331  
General and administrative expenses
    12,005       10,162       9,318  
Interest expense
    3,120       2,564       3,234  
     
     
     
 
      (1,678 )     1,272       1,779  
Income tax benefit(1)
    4,747       2,690       1,606  
     
     
     
 
      3,069       3,962       3,385  
Equity in undistributed earnings (losses) of subsidiaries, net
    3,775       (361 )     212  
Equity in cumulative effect of change in accounting principle
          (15,816 )      
     
     
     
 
   
Net income (loss)
  $ 6,844     $ (12,215 )   $ 3,597  
     
     
     
 

(1)  Under the terms of its tax-sharing agreement with its subsidiaries, income tax provisions for the individual companies are computed on a separate company basis. Accordingly, the Company’s income tax benefit results from the utilization of the parent company separate return loss to reduce the consolidated taxable income of the Company and its subsidiaries.

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SCHEDULE II

Page 3 of 3

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ATLANTIC AMERICAN CORPORATION

(Parent Company Only)

STATEMENTS OF CASH FLOWS

                               
Year Ended December 31,

2003 2002 2001



(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
                       
 
Net income (loss)
  $ 6,844     $ (12,215 )   $ 3,597  
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
   
Realized investment gains
          (125 )     (118 )
   
Depreciation and amortization
    798       659       631  
   
Compensation expense related to share awards
    126       77       45  
   
Equity in undistributed (earnings) loss and cumulative effect of change in accounting principle of consolidated subsidiaries
    (3,775 )     16,177       (212 )
   
(Increase) decrease in intercompany taxes
    (2,627 )     682       (832 )
   
Deferred income tax (benefit) expense
    (1,163 )     (621 )     507  
   
Increase (decrease) in other liabilities
    90       549       (296 )
   
Other, net
    (7 )     149       (46 )
     
     
     
 
     
Net cash provided by operating activities
    286       5,332       3,276  
     
     
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
 
Proceeds from investments sold
          31        
 
Capitalization of trusts
    (696 )     (542 )      
 
Acquisition of Association Casualty
                (128 )
 
Capital contribution to subsidiaries
    (2,250 )     (8,521 )      
 
Additions to property and equipment
    (337 )     (335 )     (803 )
     
     
     
 
     
Net cash used in investing activities
    (3,283 )     (9,367 )     (931 )
     
     
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
 
Proceeds from junior subordinated debentures
    22,520       17,516        
 
Preferred stock redemption
    (2,000 )            
 
Preferred stock dividends to affiliated shareholders
    (143 )     (225 )     (225 )
 
Purchase of treasury shares
    (396 )     (44 )     (11 )
 
Repayments of debt
    (17,000 )     (12,000 )     (2,500 )
 
Issuance of preferred stocks
                750  
 
Proceeds from exercise of stock options
    25       13       158  
     
     
     
 
     
Net cash provided by (used in) financing activities
    3,006       5,260       (1,828 )
     
     
     
 
Net increase in cash
    9       1,225       517  
Cash at beginning of year
    1,742       517        
     
     
     
 
Cash at end of year
  $ 1,751     $ 1,742     $ 517  
     
     
     
 
Supplemental disclosure:
                       
 
Cash paid for interest
  $ 3,285     $ 2,282     $ 3,394  
     
     
     
 
 
Cash paid for income taxes
  $ 514     $ 113     $ 100  
     
     
     
 

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SCHEDULE III
Page 1 of 2

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY INSURANCE INFORMATION

                                   
Future Policy
Benefits, Losses, Other Policy
Deferred Claims and Loss Unearned Claims and
Segment Acquisition Costs Reserves Premiums Benefits Payable





(In thousands)
December 31, 2003:
                               
 
Bankers Fidelity
  $ 18,647     $ 57,758     $ 3,986     $ 2,414  
 
American Southern
    3,578       39,042       21,118       2,863  
 
Association Casualty
    1,847       44,497       12,485        
 
Georgia Casualty
    3,924       56,021       23,561        
     
     
     
     
 
    $ 27,996     $ 197,318 (1)   $ 61,150     $ 5,277  
     
     
     
     
 
December 31, 2002:
                               
 
Bankers Fidelity
  $ 18,934     $ 53,656     $ 3,566     $ 2,395  
 
American Southern
    2,327       44,428       20,519       2,382  
 
Association Casualty
    1,470       41,669       10,147        
 
Georgia Casualty
    3,191       53,705       21,668        
     
     
     
     
 
    $ 25,922     $ 193,458 (2)   $ 55,900     $ 4,777  
     
     
     
     
 
December 31, 2001:
                               
 
Bankers Fidelity
  $ 18,554     $ 51,932     $ 3,219     $ 2,153  
 
American Southern
    2,024       46,235       18,598       2,151  
 
Association Casualty
    1,799       38,489       11,590        
 
Georgia Casualty
    2,304       51,214       17,618        
     
     
     
     
 
    $ 24,681     $ 187,870 (3)   $ 51,025     $ 4,304  
     
     
     
     
 

(1)  Includes future policy benefits of $47,226 and losses and claims of $150,092.
 
(2)  Includes future policy benefits of $44,767 and losses and claims of $148,691.
 
(3)  Includes future policy benefits of $44,355 and losses and claims of $143,515.

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SCHEDULE III
Page 2 of 2

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY INSURANCE INFORMATION

                                                   
Benefits, Amortization
Net Claims, Losses of Deferred Other Casualty
Premium Investment and Settlement Acquisition Operating Premiums
Segment Revenue Income Expenses Costs Expenses Written







(In thousands)
December 31, 2003:
                                               
 
Bankers Fidelity
  $ 62,683     $ 5,292     $ 43,863     $ 1,714     $ 17,487     $  
 
American Southern
    37,358       4,357       20,977       6,557       6,821       37,958  
 
Association Casualty
    20,352       2,178       15,245       3,503       4,640       22,269  
 
Georgia Casualty
    34,319       3,505       22,258       6,704       7,446       37,272  
 
Other
          27                   7,860        
     
     
     
     
     
     
 
    $ 154,712     $ 15,359     $ 102,343     $ 18,478     $ 44,254     $ 97,499  
     
     
     
     
     
     
 
December 31, 2002:
                                               
 
Bankers Fidelity
  $ 60,597     $ 4,664     $ 42,404     $ 2,152     $ 16,655     $  
 
American Southern
    39,914       4,125       26,353       5,595       5,784       41,835  
 
Association Casualty
    24,244       2,183       20,402       4,159       4,039       22,620  
 
Georgia Casualty
    29,744       2,819       19,950       5,704       7,617       34,517  
 
Other
          2                   6,328        
     
     
     
     
     
     
 
    $ 154,499     $ 13,793     $ 109,109     $ 17,610     $ 40,423     $ 98,972  
     
     
     
     
     
     
 
December 31, 2001:
                                               
 
Bankers Fidelity
  $ 55,276     $ 4,318     $ 39,570     $ 2,173     $ 15,131     $  
 
American Southern
    39,023       4,590       26,069       4,282       6,632       39,558  
 
Association Casualty
    25,711       2,591       23,613       5,534       3,446       30,956  
 
Georgia Casualty
    25,579       2,639       17,644       4,903       3,862       25,264  
 
Other
          3                   6,196        
     
     
     
     
     
     
 
    $ 145,589     $ 14,141     $ 106,896     $ 16,892     $ 35,267     $ 95,778  
     
     
     
     
     
     
 

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SCHEDULE IV

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES

REINSURANCE

                                         
Ceded To Assumed Percentage of
Direct Other From Other Net Amount Assumed
Amount Companies Companies Amounts To Net





(In thousands)
Year ended December 31, 2003:
                                       
Life insurance in force
  $ 305,793     $ (25,048 )   $     $ 280,745          
     
     
     
     
         
Premiums —
                                       
Bankers Fidelity
  $ 62,255     $ (62 )   $ 490     $ 62,683       0.8 %
American Southern
    35,438       (6,436 )     8,356       37,358       22.4 %
Association Casualty
    24,515       (4,163 )           20,352        
Georgia Casualty
    36,807       (17,358 )     14,870       34,319       43.3 %
     
     
     
     
     
 
Total premiums
  $ 159,015     $ (28,019 )   $ 23,716     $ 154,712       15.3 %
     
     
     
     
     
 
Year ended December 31, 2002:
                                       
Life insurance in force
  $ 310,874     $ (32,218 )   $     $ 278,656          
     
     
     
     
         
Premiums —
                                       
Bankers Fidelity
  $ 60,056     $ (59 )   $ 600     $ 60,597       1.0 %
American Southern
    27,501       (6,877 )     19,290       39,914       48.3 %
Association Casualty
    28,230       (3,986 )           24,244        
Georgia Casualty
    37,851       (18,612 )     10,505       29,744       35.3 %
     
     
     
     
     
 
Total premiums
  $ 153,638     $ (29,534 )   $ 30,395     $ 154,499       19.7 %
     
     
     
     
     
 
Year ended December 31, 2001:
                                       
Life insurance in force
  $ 305,952     $ (29,915 )   $     $ 276,037          
     
     
     
     
         
Premiums —
                                       
Bankers Fidelity
  $ 54,591     $ (72 )   $ 757     $ 55,276       1.4 %
American Southern
    24,101       (5,929 )     20,851       39,023       53.4 %
Association Casualty
    28,626       (2,915 )           25,711        
Georgia Casualty
    29,746       (10,053 )     5,886       25,579       23.0 %
     
     
     
     
     
 
Total premiums
  $ 137,064     $ (18,969 )   $ 27,494     $ 145,589       18.9 %
     
     
     
     
     
 

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SCHEDULE VI

ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION CONCERNING

PROPERTY-CASUALTY INSURANCE OPERATIONS
                                                                                 
Claims and Claim
Adjustment
Expenses Paid
Incurred Related to Amortization Claims
Deferred Net
of Deferred and Claim
Policy Unearned Earned Investment Current Prior Acquisition Adjustment Premiums
Year Ended Acquisition Reserves Premium Premium Income Year Years Costs Expenses Written











(In thousands)
December 31, 2003
  $ 9,349     $ 139,560     $ 57,164     $ 92,029     $ 10,040     $ 57,038     $ 1,516     $ 16,764     $ 61,168     $ 97,499  
     
     
     
     
     
     
     
     
     
     
 
December 31, 2002
  $ 6,988     $ 139,802     $ 52,334     $ 93,902     $ 9,127     $ 67,053     $ (377 )   $ 15,458     $ 54,463     $ 98,972  
     
     
     
     
     
     
     
     
     
     
 
December 31, 2001
  $ 6,127     $ 135,938     $ 47,806     $ 90,313     $ 9,757     $ 70,250     $ (2,774 )   $ 14,719     $ 66,665     $ 95,778  
     
     
     
     
     
     
     
     
     
     
 

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