UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM10-Q

 


 

(Mark One)

Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934

☒     Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934

For the Quarterly Period ended September30, 2017.2021.

 

Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934.

☐     Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934.

For the transition period from _______________ to. ________________.

Commission file number000-28249

 


 

AMERINST INSURANCE GROUP, LTD.

(Exact Name of Registrant as Specified in its Charter)

 


 

Bermuda

BERMUDA

98-0207447

(State or other jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

c/o CitadelDavies Captive Management Bermuda Limited

25 Church Street, Continental Building

P.O. Box HM 1601

, Hamilton, Bermuda

HMGX

(Address of Principal Executive Offices)

(Zip Code)

(441) 295-6015295-2185

(Telephone number)

 


 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

Non-accelerated filer

Smaller reporting company

 Accelerated filer

Emerging Growth Company

 
Non-accelerated filer  (Do not check if a smaller reporting company)Smaller reporting company  
Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of The Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    YES      NO  .☒.

Securities registered pursuant to Section 12(b) of the Act: None.

As of November 1, 2017,2021, the Registrant had 995,253 common shares, $1.00 par value per share, outstanding.

 



 


Introductory Note

Caution Concerning Forward-Looking Statements

Certain statements contained in this Form10-Q, or otherwise made by our officers, including statements related to our future performance, our outlook for our businesses and respective markets, projections, statements of our management’s plans or objectives, forecasts of market trends and other matters, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and contain information relating to us that is based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. The words “expect,” “believe,” “may,” “could,” “should,” “would,” “estimate,” “anticipate,” “intend,” “plan,” “target,” “goal” and similar expressions as they relate to us or our management are intended to identify forward-looking statements. Such statements reflect our management’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those reflected in any forward-looking statements. Our actual future results may differ materially from those set forth in our forward-looking statements. Factors that might cause such actual results to differ materially from those reflected in any forward-looking statements include, but are not limited to the factors discussed in detail in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form10-Q, as well as:

 

our ability to generate increased revenues and positive earnings in future periods;

the magnitude and duration of the COVID-19 pandemic and its impact on the global and local economies, financial and insurance market conditions and our business, results of operations and financial condition;

 

the occurrence of catastrophic events with a frequency or severity exceeding our expectations;

our ability to enter into new agency agreements with other carriers;

 

the legislative and administrative impact of the new presidential administration on our business;

changes in the amount of professional liability business accepted by our insurance company partners;

 

subjection of ournon-U.S. companies to regulation and/or taxation in the United States;

our ability to generate increased revenues and positive earnings in future periods;

 

a decrease in the level of demand for professional liability insurance and reinsurance or an increase in the supply of professional liability insurance and reinsurance capacity;

a worsening global economic market and changing rates of inflation and other economic conditions;

 

our ability to meet the performance goals and metrics set forth in our business plan without a significant depletion of our cash resources while maintaining sufficient capital levels;

subjection of our non-U.S. companies to regulation and/or taxation in the United States;

 

a worsening of the current global economic market conditions and changing rates of inflation and other economic conditions;

a decrease in the level of demand for professional liability insurance or an increase in the supply of professional liability insurance capacity;

 

the effects of security breaches, cyber-attacks or computer viruses that may affect our computer systems or those of our customers, third-party managers and service providers;

our ability to meet the performance goals and metrics set forth in our business plan without a significant depletion of our cash resources while maintaining sufficient capital levels and liquidity levels;

 

increased competitive pressures, including the consolidation and increased globalization of reinsurance providers;

the effects of security breaches, cyber-attacks or computer viruses that may affect our computer systems or those of our customers, third-party managers and service providers;

 

actual losses and loss expenses exceeding our loss reserves, which are necessarily based on the actuarial and statistical projections of ultimate losses;

increased competitive pressures, including the consolidation and increased globalization of insurance providers;

 

increased or decreased rate pressure on premiums;

increased or decreased rate pressure on premiums;

 

adequacy of our risk management and loss limitation methods;

the successful integration of businesses we may acquire or new business ventures we may start;

 

the successful integration of businesses we may acquire or new business ventures we may start;

the effects of natural disasters, harsh weather conditions, widespread health emergencies, military conflict, terrorism, civil unrest or other geopolitical and unpredictable events;

 

acts of terrorism, political unrest, outbreak of war and other hostilities or othernon-forecasted and unpredictable events;

changes in Bermuda law or regulation or the political stability of Bermuda;

 

compliance with and changes in the legal or regulatory environments in which we operate; and

compliance with and changes in the legal or regulatory environments in which we operate; and

 

other risks, including those risks identified in any of our other filings with the Securities and Exchange Commission.

other risks, including those risks identified in any of our other filings with the Securities and Exchange Commission.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s analysis only as of the date they are made. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

2

Part IFINANCIAL INFORMATION

 

2


Part I—FINANCIAL INFORMATIONItem1.Financial Statements.

 

Item 1.Financial Statements.

AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, expressed in U.S. dollars)

 

  As of
September 30,
2017
 As of
December 31,
2016
  

As of
September 30,
2021

  

As of
December 31,
2020

 

ASSETS

       

INVESTMENTS

   

Fixed maturity investments, available for sale, at fair value (amortized cost $11,595,832 and $11,406,979)

  $11,622,667  $11,362,421 

Equity securities, available for sale, at fair value (cost $12,297,132 and $11,321,578)

   16,957,010  15,165,544 
  

 

  

 

 

Investments:

    

Fixed maturity investments, at fair value (amortized cost $0 and $19,761,231)

 $0  $20,344,127 

TOTAL INVESTMENTS

   28,579,677  26,527,965  0  20,344,127 

Cash and cash equivalents

   5,249,801  4,631,709  3,982,010  5,732,110 

Restricted cash and cash equivalents

   120,414  23,392  25,552,236  4,964,126 

Other invested assets

   490,000  490,000 

Assumed reinsurance balances receivable

   1,471,134  1,285,126 

Assumed reinsurance premiums receivable

 0  2,221,664 

Accrued investment income

   93,777  76,975  0  147,975 

Property and equipment

   269,789  226,988  950,251  1,098,420 

Deferred income taxes

 1,654,000  1,614,000 

Deferred policy acquisition costs

   1,730,956  1,384,915  0  724,509 

Prepaid expenses and other assets

   1,539,444  1,398,739   1,078,604   1,476,187 
  

 

  

 

 

TOTAL ASSETS

  $39,544,992  $36,045,809  $33,217,101  $38,323,118 
  

 

  

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

   

LIABILITIES AND SHAREHOLDERS EQUITY

    

LIABILITIES

       

Unpaid losses and loss adjustment expenses

  $10,578,434  $8,941,991  $41,284  $20,936,677 

Unearned premium

   4,677,763  3,743,006 

Assumed reinsurance balances payable

   1,049,665  1,254,687 

Unearned premiums

 0  4,622,666 

Assumed reinsurance payable

 26,076,114  3,175,098 

Accrued expenses and other liabilities

   3,762,664  4,035,617   2,543,502   3,689,620 
  

 

  

 

 

TOTAL LIABILITIES

  $20,068,526  $17,975,301  $28,660,900  $32,424,061 
  

 

  

 

 

SHAREHOLDERS’ EQUITY

   

Common shares, $1 par value, 2017 and 2016: 2,000,000 shares authorized, 995,253 issued and outstanding

  $995,253  $995,253 

Additionalpaid-in capital

   6,287,293  6,287,293 

COMMITMENTS AND CONTINGENCIES

          

SHAREHOLDERS EQUITY

    

Common shares, $1 par value, 2021 and 2020: 2,000,000 shares authorized, 995,253 issued and outstanding

 $995,253  $995,253 

Additional paid-in-capital

 6,287,293  6,287,293 

Retained earnings

   15,827,998  15,379,345  6,546,151  7,250,194 

Accumulated other comprehensive income

   4,686,713  3,799,408  0  582,896 

Shares held by Subsidiary (346,057 and 348,605 shares) at cost

   (8,320,791 (8,390,791
  

 

  

 

 

TOTAL SHAREHOLDERS’ EQUITY

   19,476,466  18,070,508 
  

 

  

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $39,544,992  $36,045,809 
  

 

  

 

 

Shares held by Subsidiary (375,861 and 374,141 shares) at cost

  (9,272,496

)

  (9,216,579

)

TOTAL SHAREHOLDERS EQUITY

  4,556,201   5,899,057 

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

 $33,217,101  $38,323,118 

See the accompanying notes to the unaudited condensed consolidated financial statements.

 


3


AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS, COMPREHENSIVE INCOME (LOSS)LOSS

AND RETAINED EARNINGS

(Unaudited, expressed in U.S. dollars)

 

  Nine Months
Ended
September 30,
2017
 Nine Months
Ended
September 30,
2016
 Three Months
Ended
September 30,
2017
 Three Months
Ended
September 30,
2016
  

Nine Months
Ended
September 30,
2021

 

Nine Months
Ended
September 30,
2020

 

Three Months
Ended
September 30,
2021

 

Three Months
Ended
September 30,
2020

 

REVENUE

      

Net premiums earned

  $6,235,045  $4,960,678  $2,233,906  $1,844,243  $2,581,408  $8,947,710  $(1,737,803) $3,437,196 

Commission income

   3,551,532  2,957,272  1,163,669  976,514  2,656,532  4,542,478  808,896  1,437,181 

Net investment income

   306,002  209,938  69,842  63,821  204,624  308,279  57,893  99,444 

Net realized gain on investments

   1,128,344  1,720,881  276,772  960,767 
  

 

  

 

  

 

  

 

 

Net realized and unrealized gains (losses) on investments

  426,933   (1,764,300)  344,852   988,562 

TOTAL REVENUE

   11,220,923  9,848,769  3,744,189  3,845,345   5,869,497   12,034,167   (526,162)  5,962,383 
  

 

  

 

  

 

  

 

 

LOSSES AND EXPENSES

      

Losses and loss adjustment expenses

   4,022,703  3,249,245  1,441,968  1,207,979  1,504,764  14,078,405  (1,259,530) 10,551,676 

Policy acquisition costs

   2,306,793  1,835,457  826,778  682,372  1,405,774  4,097,754  579,317  2,058,923 

Operating and management expenses

   4,138,855  3,720,350  1,370,383  1,192,097   3,699,146   5,019,124   1,135,526   1,592,813 
  

 

  

 

  

 

  

 

 

TOTAL LOSSES AND EXPENSES

   10,468,351  8,805,052  3,639,129  3,082,448   6,609,684   23,195,283   455,313   14,203,412 
  

 

  

 

  

 

  

 

 

NET INCOME BEFORE TAX

   752,572  1,043,717  105,060  762,897 

Income tax expense

   —     —     —     —   

NET INCOME AFTER TAX

  $752,572  $1,043,717  $105,060  $762,897 
  

 

  

 

  

 

  

 

 

OTHER COMPREHENSIVE INCOME (LOSS)

     

Net unrealized holding gains arising during the period

   2,015,649  889,567  720,612  713,847 

NET LOSS BEFORE TAX

 (740,187) (11,161,116) (981,475) (8,241,029)

Income tax (benefit) expense

 (36,144) 129,218  (26,363) 36,963 

NET LOSS AFTER TAX

 $(704,043) $(11,290,334) $(955,112) $(8,277,992)

OTHER COMPREHENSIVE (LOSS) INCOME

 

Net unrealized holding (losses) gains arising during the period

 (239,546) 565,531  (39,164) 47,914 

Reclassification adjustment for gains included in net income

   (1,128,344 (1,720,881 (276,772 (960,767  (343,350)  (82,461)  (343,350)  0 
  

 

  

 

  

 

  

 

 

OTHER COMPREHENSIVE INCOME (LOSS)

   887,305  (831,314 443,840  (246,920
  

 

  

 

  

 

  

 

 

COMPREHENSIVE INCOME

  $1,639,877  $212,403  $548,900  $515,977 
  

 

  

 

  

 

  

 

 

OTHER COMPREHENSIVE (LOSS) INCOME

  (582,896)  483,070   (382,514)  47,914 

COMPREHENSIVE LOSS

 $(1,286,939) $(10,807,264) $(1,337,626) $(8,230,078)

RETAINED EARNINGS, BEGINNING OF PERIOD

  $15,379,345  $14,213,781  $15,722,938  $14,351,907  $7,250,194  $21,842,409  $7,501,263  $18,830,067 

Net income

   752,572  1,043,717  105,060  762,897 

Net loss

 (704,043) (11,290,334) (955,112) (8,277,992)

Dividends

   (303,919 (305,759  —    (163,065  0   0   0   0 
  

 

  

 

  

 

  

 

 

RETAINED EARNINGS, END OF PERIOD

  $15,827,998  $14,951,739  $15,827,998  $14,951,739  $6,546,151  $10,552,075  $6,546,151  $10,552,075 
  

 

  

 

  

 

  

 

 

Per share amounts

      

Net Income per share

     

Net loss per share

 

Basic

  $1.16  $1.60  $0.16  $1.17  $(1.14) $(18.04) $(1.54) $(13.23)

Diluted

  $1.16  $1.60  $0.16  $1.17  $(1.14) $(18.04) $(1.54) $(13.23)
  

 

  

 

  

 

  

 

 

Dividends

  $0.50  $0.50  $0.00  $0.25  $0  $0  $0  $0 
  

 

  

 

  

 

  

 

 

Weighted average number of shares outstanding for the entire period

      

Basic

   647,922  650,952  649,196  652,261  620,252  625,677  619,392  625,677 

Diluted

   651,541  650,952  651,071  652,261   620,252   625,677   619,392   625,677 
  

 

  

 

  

 

  

 

 

See the accompanying notes to the unaudited condensed consolidated financial statements.

 


4


AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

(Unaudited, expressed in U.S. dollars)

As of September 30, 2021

  

Common
Shares

  

Additional
Paid-in
Capital

  

Retained
Earnings

  

Accumulated
Other
Comprehensive
Income (Losses)

  

Shares
Held by
Subsidiary

  

Total
Shareholders
Equity

 

BALANCE AT JANUARY 1, 2021

 $995,253  $6,287,293  $7,250,194  $582,896  $(9,216,579

)

 $5,899,057 

Net income

     0   344,147   0   0   344,147 

Other comprehensive loss

                        

Unrealized (loss) on securities, net of reclassification adjustment

     0   0   (186,782

)

  0   (186,782

)

BALANCE AT MARCH 31, 2021

 $995,253  $6,287,293  $7,594,341  $396,114  $(9,216,579

)

 $6,056,422 

Net loss

     0   (93,078

)

  0   0   (93,078

)

Other comprehensive loss

                        

Unrealized (loss) on securities, net of reclassification adjustment

     0   0   (13,600

)

  0   (13,600

)

Purchase of shares by subsidiary, net

     0   0   0   (55,917

)

  (55,917

)

BALANCE AT JUNE 30, 2021

 $995,253  $6,287,293  $7,501,263  $382,514  $(9,272,496

)

 $5,893,827 
                         

Net loss

     0   (955,112

)

  0   0   (955,112

)

Other comprehensive loss

                        

Unrealized (loss) on securities, net of reclassification adjustment

     0   0   (382,514

)

  0   (382,514

)

BALANCE AT SEPTEMBER 30, 2021

 $995,253  $6,287,293  $6,546,151  $0  $(9,272,496

)

 $4,556,201 

As of September30, 2020

  

Common
Shares

  

Additional
Paid-in
Capital

  

Retained
Earnings

  

Accumulated
Other
Comprehensive
Income (Losses)

  

Shares
Held by
Subsidiary

  

Total
Shareholders
Equity

 

BALANCE AT JANUARY 1, 2020

 $995,253  $6,465,776  $21,842,409  $103,630  $(9,063,617

)

 $20,343,451 

Net loss

     0   (4,477,597

)

  0   0   (4,477,597

)

Stock option awards expense

     (11,955

)

  0   0   0   (11,955

)

Other comprehensive income

                        

Unrealized gain on securities, net of reclassification adjustment

     0   0   228,774   0   228,774 

Purchase of shares by subsidiary, net

     0   0   0   5,170   5,170 

BALANCE AT MARCH 31, 2020

 $995,253  $6,453,821  $17,364,812  $332,404  $(9,058,447

)

 $16,087,843 

Net income

     0   1,465,255   0   0   1,465,255 

Stock option awards expense

     805   0   0   0   805 

Other comprehensive income

                        

Unrealized gain on securities, net of reclassification adjustment

     0   0   206,382   0   206,382 

BALANCE AT JUNE 30, 2020

 $995,253  $6,454,626  $18,830,067  $538,786  $(9,058,447

)

 $17,760,285 
                         

Net income

     0   (8,277,992

)

  0   0   (8,277,992

)

Other comprehensive income

                        

Unrealized gain on securities, net of reclassification adjustment

     0   0   47,914   0   47,914 

BALANCE AT SEPTEMBER 30, 2020

 $995,253  $6,454,626  $10,552,075  $586,700  $(9,058,447

)

 $9,580,207 

See the accompanying notes to the unaudited condensed consolidated financial statements. 


AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, expressed in U.S. dollars)

 

   Nine Months
Ended
September 30, 2017
  Nine Months
Ended
September 30, 2016
 

OPERATING ACTIVITIES

   

Net Cash provided by Operating Activities

  $1,197,664  $1,017,200 
  

 

 

  

 

 

 

INVESTING ACTIVITIES

   

Movement in restricted cash and cash equivalents

   (97,022  598,582 

Purchases of property and equipment

   (91,544  (150,587

Purchases ofavailable-for-sale securities

   (6,448,153  (7,048,154

Proceeds from sales ofavailable-for-sale securities

   4,144,366   4,776,870 

Proceeds from redemptions of hedge fund investments

   75,160   —   

Proceeds from redemptions of fixed maturity investments

   691,540   1,114,403 

Proceeds from maturities of fixed maturity investments

   1,450,000   1,035,000 
  

 

 

  

 

 

 

Net Cash (used in) provided by Investing Activities

   (275,653  326,114 
  

 

 

  

 

 

 

FINANCING ACTIVITIES

   

Dividends paid

   (303,919  (305,759
  

 

 

  

 

 

 

Net Cash used in Financing Activities

   (303,919  (305,759
  

 

 

  

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

   618,092   1,037,555 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

  $4,631,709  $3,073,747 
  

 

 

  

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $5,249,801  $4,111,302 
  

 

 

  

 

 

 
  

Nine Months
Ended
September 30, 2021

  

Nine Months
Ended
September 30, 2020

 

OPERATING ACTIVITIES

        

Net Cash used in Operating Activities

 $(1,123,906) $(5,225,829)

INVESTING ACTIVITIES

        

Purchases of property and equipment

  (107,520)  (199,728)

Purchases of available-for-sale securities

  (5,545,313)  (6,943,373)

Proceeds from sales of available-for-sale securities

  1,684,014   14,941,147 

Proceeds from redemptions of fixed maturity investments

  21,650,652   3,082,081 

Proceeds from maturities of fixed maturity investments

  2,336,000   1,705,000 

Net Cash provided by Investing Activities

  20,017,833   12,585,127 

FINANCING ACTIVITIES

        

Purchase of shares by subsidiary, net

  (55,917)  5,170 

Net Cash (used in) provided by Financing Activities

  (55,917)  5,170 

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

  18,838,010   7,364,468 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD

 $10,696,236  $7,759,615 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

 $29,534,246  $15,124,083 

See the accompanying notes to the unaudited condensed consolidated financial statements.

 


5


AMERINST INSURANCE GROUP, LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 20172021

1. BASIS OF PREPARATION AND CONSOLIDATION

The condensed consolidated financial statements included herein have been prepared by AmerInst Insurance Group, Ltd. (“AmerInst”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). These financial statements reflect all adjustments consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations as of the end of and for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions and balances have been eliminated on consolidation. These statements are condensed and do not incorporate all the information required under U.S. GAAP to be included in a full set of financial statements. In these notes, the terms “we”, “us”, “our” or the “Company” refer to AmerInst and its subsidiaries. These condensed statements should be read in conjunction with the audited consolidated financial statements at and for the year ended December 31, 20162020 and notes thereto, included in AmerInst’s Annual Report on Form10-K10-K for the year then ended.

Commutation and Release Activities

During the third quarter of 2021, AmerInst Insurance Company, Ltd. (“AMIC, Ltd.”), our subsidiary that conducts reinsurance business, entered into a Commutation and Release Agreement (“Commutation Agreement”), effective as of March 31, 2021, with The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company (collectively, “C&F”), whereby C&F and AMIC, Ltd. agreed to fully and finally settle and commute all their respective past, present and future obligations and liabilities, known and unknown, under the Reinsurance Agreement (as defined below).  In accordance with the Commutation Agreement, in full satisfaction of AMIC Ltd.’s past, present and future obligations and liabilities under the Reinsurance Agreement, an aggregate sum of $26,076,000 was paid by AMIC Ltd. to C&F in October 2021.  The entry into the Commutation Agreement by AMIC Ltd. resulted in a net gain of $147,333.

New Accounting Pronouncements

New Accounting Standards Adopted in 20172021

No new accounting standards adopted in 2021.

Revenue from Contracts with CustomersAccounting Standards Not Yet Adopted

Financial Instruments Credit Losses-Measurement of Credit Losses on Financial Instruments

In May 2014, June 2016, the FASB issued Accounting Standards Update2014-09, “Revenue from ContractsASU 2016-13, which amends the guidance on impairment of financial instruments and significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU will replace the existing “incurred loss” approach, with Customers” (“ASU2014-09”). ASU2014-09 provides a framework, through a five-step process,an “expected loss” model for recognizing revenue from customers, improves comparabilityinstruments measured at amortized cost and consistency of recognizing revenue acrossrequire entities industries, jurisdictionsto record allowances for available-for-sale debt securities rather than reduce the carrying amount under the existing other than temporary impairment model. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and capital markets, andloans. The guidance requires enhanced disclosures. Certain contracts with customers are specifically excluded fromfinancial assets to be presented at the scope of ASU2014-09, including; without limitation, insurance contracts accounted for under Accounting Standard Codification 944,Financial Services—Insurance. ASU2014-09 wasnet amount expected to be collected. The tentative effective on January 1, 2017 with retrospective adoption requireddate for the comparative periods. TheASU is January 1,2023. We do not expect the adoption of this ASU2014-09 did not to have a material impact on the Company’sour consolidated financial statements.

2. INVESTMENTS

 

6During September 2021, the Company liquidated its entire investment in fixed income securities and equity securities in order to fund its commitment under the Commutation Agreement, as discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations.


2. INVESTMENTS

The cost or amortized cost, gross unrealized holding gains and losses, and estimated fair value of the Company’s fixed maturity investments, by major security type, and equity securities as of September 30, 20172021 and December 31, 20162020 are as follows:

 

   Cost or
Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair Value
 

As of September 30, 2017

        

Fixed maturity investments:

        

U.S. government agency securities

  $1,400,406   $3,079   $(609  $1,402,876 

Obligations of states and political subdivisions

   3,991,360    31,629    (5,080   4,017,909 

Corporate debt securities

   6,204,066    22,461    (24,645   6,201,882 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity investments

   11,595,832    57,169    (30,334   11,622,667 
  

 

 

   

 

 

   

 

 

   

 

 

 

Equity securities

   12,286,516    4,727,950    (71,603   16,942,863 

Hedge fund

   10,616    3,531    —      14,147 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities

   12,297,132    4,731,481    (71,603   16,957,010 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investments

  $23,892,964   $4,788,650   $(101,937  $28,579,677 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Cost or
Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair Value
 

As of December 31, 2016

        

Fixed maturity investments:

        

U.S. government agency securities

  $1,462,040   $6,408   $(1,642  $1,466,806 

Obligations of states and political subdivisions

   4,098,069    37,309    (634   4,134,744 

Corporate debt securities

   5,846,870    1,662    (87,661   5,760,871 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity investments

   11,406,979    45,379    (89,937   11,362,421 
  

 

 

   

 

 

   

 

 

   

 

 

 

Equity securities

   11,235,802    3,917,670    (128,395   15,025,077 

Hedge fund

   85,776    54,691    —      140,467 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities

   11,321,578    3,972,361    (128,395   15,165,544 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investments

  $22,728,557   $4,017,740   $(218,332  $26,527,965 
  

 

 

   

 

 

   

 

 

   

 

 

 

  

Cost or
Amortized
Cost

  

Gross
Unrealized
Gains

  

Gross
Unrealized
Losses

  

Estimated
Fair
Value

 

September 30, 2021

                

Fixed maturity investments:

                

U.S. government agency securities

 $0  $0  $0  $0 

Obligations of U.S. states and political subdivisions

  0   0   0   0 

Corporate debt securities

  0   0   0   0 

Total fixed maturity investments

  0   0   0   0 

Equity securities

  0   0   0   0 

Total equity securities

  0   0   0   0 

Total investments

 $0  $0  $0  $0 

 

7

 
  

Cost or
Amortized
Cost

  

Gross
Unrealized
Gains

  

Gross
Unrealized
Losses

  

Estimated
Fair
Value

 

December 31, 2020

                

Fixed maturity investments:

                

U.S. government agency securities

 $2,551,741  $39,421  $0  $2,591,162 

Obligations of U.S. states and political subdivisions

  10,157,542   337,695   0   10,495,237 

Corporate debt securities

  7,051,948   207,833   (2,053

)

  7,257,728 

Total fixed maturity investments

  19,761,231   584,949   (2,053

)

  20,344,127 

Total equity securities

  0   0   0   0 

Total investments

 $19,761,231  $584,949  $(2,053

)

 $20,344,127 


The following tables summarize the Company’s fixed maturity and equity securities in an unrealized loss position and the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an unrealized loss position:

 

 

12 months or greater

  

Less than 12 months

  

Total

 
  12 months or greater Less than 12 months Total  

Estimated
Fair Value

  

Unrealized
Losses

  

Estimated
Fair Value

  

Unrealized
Losses

  

Estimated
Fair Value

  

Unrealized
Losses

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

As of September 30, 2017

          

September 30, 2021

            

Fixed maturity investments:

           

U.S. government agency securities

  $—     $—    $950,621   $(609 $950,621   $(609 $0  $0  $0  $  $0  $0 

Obligations of states and political subdivisions

   —      —    1,294,633    (5,080 1,294,633    (5,080 0  0  0  0  0  0 

Corporate debt securities

   465,961    (9,543 2,360,057    (15,102 2,826,018    (24,645  0   0   0   0   0   0 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total fixed maturity investments

   465,961    (9,543 4,605,311    (20,791 5,071,272    (30,334  0   0   0   0   0   0 
  

 

   

 

  

 

   

 

  

 

   

 

 

Equity securities

   79,896    (2,913 1,041,790    (68,690 1,121,686    (71,603  0   0   0   0   0   0 

Hedge fund

   —      —     —      —     —      —   
  

 

   

 

  

 

   

 

  

 

   

 

 

Total equity securities

   79,896    (2,913 1,041,790    (68,690 1,121,686    (71,603  0   0   0   0   0   0 
  

 

   

 

  

 

   

 

  

 

   

 

 

Total investments

  $545,857   $(12,456 $5,647,101   $(89,481 $6,192,958   $(101,937 $0  $0  $0  $0  $0  $0 
  

 

   

 

  

 

   

 

  

 

   

 

 
  12 months or greater Less than 12 months Total 
  Estimated
Fair Value
   Unrealized
Losses
 Estimated
Fair Value
   Unrealized
Losses
 Estimated
Fair Value
   Unrealized
Losses
 

As of December 31, 2016

          

Fixed maturity investments:

          

U.S. government agency securities

  $—     $—    $507,735   $(1,642 $507,735   $(1,642

Obligations of states and political subdivisions

   542,968    (402 420,050    (232 963,018    (634

Corporate debt securities

   —      —    4,549,756    (87,661 4,549,756    (87,661
  

 

   

 

  

 

   

 

  

 

   

 

 

Total fixed maturity investments

   542,968    (402 5,477,541    (89,535 6,020,509    (89,937
  

 

   

 

  

 

   

 

  

 

   

 

 

Equity securities

   119,411    (6,743 1,671,859    (121,652 1,791,270    (128,395

Hedge fund

   —      —     —      —     —      —   
  

 

   

 

  

 

   

 

  

 

   

 

 

Total equity securities

   119,411    (6,743 1,671,859    (121,652 1,791,270    (128,395
  

 

   

 

  

 

   

 

  

 

   

 

 

Total investments

  $662,379   $(7,145 $7,149,400   $(211,187 $7,811,779   $(218,332
  

 

   

 

  

 

   

 

  

 

   

 

 

  

12 months or greater

  

Less than 12 months

  

Total

 
  

Estimated
Fair Value

  

Unrealized
Losses

  

Estimated
Fair Value

  Unrealized
Losses
  

Estimated
Fair Value

  Unrealized
Losses
 

December 31, 2020

                        

Fixed maturity investments:

                        

U.S. government agency securities

 $0  $0  $0  $0  $0  $0 

Obligations of states and political subdivisions

  0   0   0   0   0   0 

Corporate debt securities

  0   0   789,106   (2,053

)

  789,106   (2,053

)

Total fixed maturity investments

  0   0   789,106   (2,053

)

  789,106   (2,053

)

Equity securities

  0   0   0   0   0   0 

Total equity securities

  0   0   0   0   0   0 

Total investments

 $0  $0  $789,106  $(2,053

)

 $789,106  $(2,053

)

As of September 30, 2017 2021 and December 31, 2016,2020, there were 21NaN and 273 fixed income securities in an unrealized loss position with an estimated fair value of $6,192,958$0 and $7,811,779,$789,106, respectively. As of September 30, 20172021 and December 31, 2016, three and six2020, NaN of these fixed income securities had been in an unrealized loss position for 12 months or greater, respectively. As of September 30, 2017 2021 and December 31, 2016, none2020, NaN of thesethe fixed income securities were considered to be other-than-temporarilyother than temporarily impaired. The Company hashad the intent to hold these fixed income securities for a sufficient period of time for the value to recover and it is was not more likely than not that the Company will bewould have been required to sell these fixed income securities before their fair values recoverrecovered above the adjusted cost. The unrealized losses from these fixed income securities were not as a result of credit, collateral or structural issues.

At September 30, 2017 and December 31, 2016, the Company had investments in certificates of deposit (“CD”) in the amount of $490,000 comprised of fully insured time deposits placed with Federal Deposit Insurance Corporation (“FDIC”) insured commercial banks and savings associations. The FDIC, an independent agency of the United States government, protects depositors up to an amount of $250,000 per depositor, per insured institution. FDIC insurance is backed by the full faith and credit of the United States government. The stated interest rate of an FDIC insured CD varies greatly among commercial banks and savings associations, depending on the term of the CD and the institution’s need for funding. The liquidity of “marketable” CDs is marginal, even though they are assigned an FDIC number, a CUSIP number and are held in book-entry form through the Depository Trust Company. Depending on market liquidity and conditions, the bid price for an FDIC insured CD would reflect the supply of and the demand for deposits of the particular bank or savings association, as well as prevailing interest rates, the remaining term of the deposit, specific features of the CD, and compensation of the broker arranging the sale of the CD. These time deposits mature in less than one year and are classified as other invested assets on the Company’s consolidated balance sheet.

8

 

8


Other-Than-Temporary Impairment Process

The Company assessesassessed whether declines in the fair value of its fixed maturity investments classified asavailable-for-sale represent impairments that are other-than-temporary by reviewing each fixed maturity investment that is impaired and (1) determining(1) determined if the Company hashad the intent to sell the fixed maturity investment or if it iswas more likely than not that the Company will be required to sell the fixed maturity investment before its anticipated recovery; and (2) assessing(2) assessed whether a credit loss exists,existed, that is, where the Company expectsexpected that the present value of the cash flows expected to be collected from the fixed maturity investment are less than the amortized cost basis of the investment.

The Company had no planned sales of its fixed maturity investments classified asavailable-for-sale that were in an unrealized loss position at September 30, 2017. In assessing whether it is more likely than not that the Company will be required to sell a fixed maturity investment before its anticipated recovery, the Company considers various factors including its future cash flow requirements, legal and regulatory requirements, the level of its cash, cash equivalents, short term investments and fixed maturity investments available for sale in an unrealized gain position, and other relevant factors. For the nine months ended September 30, 2017, the Company did not recognize any other-than-temporary impairments due to sales.

In evaluating credit losses, the Company considersconsidered a variety of factors in the assessment of a fixed maturity investment including: (1)(1) the time period during which there has been a significant decline below cost; (2)(2) the extent of the decline below cost and par; (3)(3) the potential for the fixed maturity investment to recover in value; (4)(4) an analysis of the financial condition of the issuer; (5)(5) the rating of the issuer; and (6)(6) failure of the issuer of the fixed maturity investment to make scheduled interest or principal payments.

Equity securities are reviewed on a regular basis to determine if they have sustained an impairment of value that is considered to be other than temporary. Several factors are considered in the assessment of an investment, which include (i) the extent of the decline below cost, and (ii) the potential for the security to recover in value.

If we concludeconcluded a security isfixed income investment was other-than-temporarily impaired, we writewrote down the amortized cost of the security to fair value, with a charge to net realized investment gains (losses) in the Consolidated Statement of Operations. Gross unrealized losses on the investment portfolio as of September 30, 20172021 and December 31, 2016,2020, relating to 12none and 16three fixed maturity securities, amounted to $30,334$0 and $89,937, respectively, and nine and 22 equity securities, amounted to $71,603 and $128,395,$2,053, respectively. The unrealized losses on these available for sale fixed maturity securities were not as a result of credit, collateral or structural issues. During the nine months and three months ended and three months ended September 30, 2017, the Company recorded a total other-than-temporary impairment charge of $98,918 and $73,646 on two and one equity security, respectively, as a result of the decline in fair value below cost. No2021,no other-than-temporary impairment charges were recorded during the three months ended September 30, 2017. During the nine months ended and three months ended September 30, 2016, the Company recorded a total other-than-temporary impairment charge of $219,417 and $98,301 on four and two equity securities, respectively, as a result of the decline in fair value below cost.recorded.

Fair Value of Investments

Under existing U.S. GAAP, we arewere required to recognize certain assets at their fair value in our consolidated balance sheets. This includesincluded our fixed maturity investments and equity securities. In accordance with the Fair Value Measurements and Disclosures Topic of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-levelthree-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon whether the inputs to the valuation of an asset or liability are observable or unobservable in the market at the measurement date, with quoted market prices being the highest level (Level 1)1) and unobservable inputs being the lowest level (Level 3)3). A fair value measurement will fall within the level of the hierarchy based on the inputs that are significant to determining such measurement. The three levels are defined as follows:

 

Level 1: Observable inputs to the valuation methodology that are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• 

Level1: Observable inputs to the valuation methodology that are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2: Observable inputs to the valuation methodology other than quoted market prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

• 

Level2: Observable inputs to the valuation methodology other than quoted market prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

 

Level 3: Inputs to the valuation methodology that are unobservable for the asset or liability.

• 

Level3: Inputs to the valuation methodology that are unobservable for the asset or liability.

 

9


At each measurement date, we estimateestimated the fair value of the security using various valuation techniques. We utilize,utilized, to the extent available, quoted market prices in active markets or observable market inputs in estimating the fair value of our investments. When quoted market prices or observable market inputs are not available, we utilizeutilized valuation techniques that rely on unobservable inputs to estimate the fair value of investments. The following describes the valuation techniques we used to determine the fair value of investments held as of September 30, 20172021 and December 31, 20162020 and what level within the fair value hierarchy each valuation technique resides:

 

U.S. government agency securities: Comprised primarily of bonds issued by the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation, Federal Farm Credit Bank and the Federal National Mortgage Association. The fair values of U.S. government agency securities are priced using the spread above the risk-free U.S. Treasury yield curve. As the yields for the risk-free U.S. Treasury yield curve are observable market inputs, the fair values of U.S. government agency securities are

• 

U.S. government agency securities: Comprised primarily of bonds issued by the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation, Federal Farm Credit Bank and the Federal National Mortgage Association. The fair values of U.S. government agency securities were priced using the spread above the risk-free U.S. Treasury yield curve. As the yields for the risk-free U.S. Treasury yield curve were observable market inputs, the fair values of U.S. government agency securities were classified as Level 2 in the fair value hierarchy. AmerInst considers a liquid market to exist for these types of securities held. Broker quotes are not used for fair value pricing.

9

 

Obligations of state and political subdivisions: Comprised of fixed income obligations of state and local governmental municipalities. The fair values of these securities are based on quotes and current market spread relationships, and are classified as Level 2 in the fair value hierarchy. AmerInst considers a liquid market to exist for these types of securities held. Broker quotes are not used for fair value pricing.

• 

Obligations of state and political subdivisions: Comprised of fixed income obligations of state and local governmental municipalities. The fair values of these securities were based on quotes and current market spread relationships, and were classified as Level 2 in the fair value hierarchy. AmerInst considered a liquid market to exist for these types of securities held. Broker quotes were not used for fair value pricing.

 

Corporate debt securities: Comprised of bonds issued by corporations. The fair values of these securities are based on quotes and current market spread relationships, and are classified as Level 2 in the fair value hierarchy. AmerInst considers a liquid market to exist for these types of securities held. Broker quotes are not used for fair value pricing.

• 

Corporate debt securities: Comprised of bonds issued by corporations. The fair values of these securities were based on quotes and current market spread relationships, and were classified as Level 2 in the fair value hierarchy. AmerInst considered a liquid market to exist for these types of securities held. Broker quotes were not used for fair value pricing.

 

Equity securities, at fair value: Comprised primarily of investments in the common stock of publicly traded companies in the U.S. All of the Company’s equities are classified as Level 1 in the fair value hierarchy. The Company receives prices based on closing exchange prices from independent pricing sources to measure fair values for the equities.

• 

Equity securities, at fair value: Comprised primarily of investments in the common stock of publicly traded companies in the U.S. All of the Company’s equities were classified as Level 1 in the fair value hierarchy. The Company had received prices based on closing exchange prices from independent pricing sources to measure fair values for the equities.

 

Hedge fund: Comprised of a hedge fund whose objective was to seek attractive long-term returns with lower volatility by investing in a range of diversified investment strategies. The fair value of the hedge fund is based on the net asset value of the fund as reported by the external fund manager.

In May 2016, the manager of our hedge fund portfolio chose to liquidate the fund and return its capital to the investors. The liquidation of the fund and the return of capital to its investors is expected to be completed by December 31, 2017.

While we obtainobtained pricing from independent pricing services, management iswas ultimately responsible for determining the fair value measurements for all securities. To ensure fair value measurement iswas applied consistently and in accordance with U.S. GAAP, we periodically updateupdated our understanding of the pricing methodologies used by the independent pricing services. We also undertakeundertook further analysis with respect to prices we believe may not be representative of fair value under current market conditions. Our review process includes,includer, but is not limited to: (i) initial and ongoing evaluation of the pricing methodologies and valuation models used by outside parties to calculate fair value; (ii) quantitative analysis; (iii) a review of multiple quotes obtained in the pricing process and the range of resulting fair values for each security, if available,available; and (iv) randomly selecting purchased or sold securities and comparing the executed prices to the fair value estimates provided by the independent pricing sources.

 

10


There have been no material changes to our valuation techniques from what was used as of December 31, 2016.2020. Since the fair value of a security iswas an estimate of what a willing buyer would pay for such security if we had sold it, we cannotdid not know the ultimate value of our securities until they arewere sold. We believe the valuation techniques utilized provideprovided us with a reasonable estimate of the price that would be received if we were to sell our assets or transfer our liabilities in an orderly market transaction between participants at the measurement date. The following tables show the fair value of the Company’s investments in accordance with ASC 820 as of September 30, 2017 2021 and December 31, 2016:2020:

 

         

Fair value measurement using:

 
  Carrying
amount
   Total fair
value
   Fair value measurement using:  

Carrying
amount

  

Total fair
value

  

Quoted prices
in active
markets
(Level 1)

  

Significant other
observable inputs
(Level 2)

  

Significant
unobservable inputs
(Level 3)

 
  Quoted prices
in active
markets
(Level 1)
   Significant other
observable inputs
(Level 2)
   Significant
unobservable inputs
(Level 3)
 

As of September 30, 2017

          

September 30, 2021

                    

U.S. government agency securities

  $1,402,876   $1,402,876   $—     $1,402,876   $—    $0  $0  $  $0  $ 

Obligations of U.S. state and political subdivisions

   4,017,909    4,017,909      4,017,909    0  0     0    

Corporate debt securities

   6,201,882    6,201,882      6,201,882     0   0     0    
  

 

   

 

       

Total fixed maturity investments

   11,622,667    11,622,667         0   0          
  

 

   

 

       

Equity securities (excluding the hedge fund)

   16,942,863    16,942,863    16,942,863     
  

 

   

 

       

Total equity securities (excluding the hedge fund)

   16,942,863    16,942,863       
  

 

   

 

   

 

   

 

   

 

 

Hedge fund measured at net asset value (a)

   14,147    14,147       
  

 

   

 

       

Equity securities

  0   0  0       

Total equity securities

  0   0             

Total investments

  $28,579,677   $28,579,677   $16,942,863   $11,622,667   $—    $0  $0  $0  $0  $ 
  

 

   

 

   

 

   

 

   

 

 
  Carrying
amount
   Total fair
value
   Fair value measurement using: 
  Quoted prices
in active
markets
(Level 1)
   Significant other
observable inputs
(Level 2)
   Significant
unobservable inputs
(Level 3)
 

As of December 31, 2016

          

U.S. government agency securities

  $1,466,806   $1,466,806   $—     $1,466,806   $—   

Obligations of U.S. state and political subdivisions

   4,134,744    4,134,744      4,134,744   

Corporate debt securities

   5,760,871    5,760,871      5,760,871   
  

 

   

 

       

Total fixed maturity investments

   11,362,421    11,362,421       
  

 

   

 

       

Equity securities (excluding the hedge fund)

   15,025,077    15,025,077    15,025,077     
  

 

   

 

       

Total equity securities (excluding the hedge fund)

   15,025,077    15,025,077       
  

 

   

 

   

 

   

 

   

 

 

Hedge fund measured at net asset value (a)

   140,467    140,467       
  

 

   

 

       

Total investments

  $26,527,965   $26,527,965   $15,025,077   $11,362,421   $—   
  

 

   

 

   

 

   

 

   

 

 

 

(a)In accordance with Subtopic820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position

10

 
          

Fair value measurement using:

 
  

Carrying
amount

  

Total fair
value

  

Quoted prices
in active
markets
(Level 1)

  

Significant other
observable inputs
(Level 2)

  

Significant
unobservable inputs
(Level 3)

 

December 31, 2020

                    

U.S. government agency securities

 $2,591,162  $2,591,162  $  $2,591,162  $ 

Obligations of U.S. state and political subdivisions

  10,495,237   10,495,237       10,495,237     

Corporate debt securities

  7,257,728   7,257,728       7,257,728     

Total fixed maturity investments

  20,344,127   20,344,127             

Equity securities

                  

Total equity securities

     0             

Total investments

 $20,344,127  $20,344,127  $  $20,344,127  $ 

There were no transfers between Levels 1 and 2 during the nine months ended September 30, 20172021 and the year ended December 31, 2016.

2020.

 

11


Contractual Maturities

The cost or amortized cost and estimated fair value of fixed maturity investments as of September 30, 2017 2021 and December 31, 20162020 by contractual maturity are shown below. Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations without penalties.

 

 

Amortized
Cost

  

Estimated
Fair Value

 
  Amortized
Cost
   Estimated
Fair Value
 

As of September 30, 2017

    

September 30, 2021

    

Due in one year or less

  $1,971,330   $1,974,410  $0  $0 

Due after one year through five years

   8,636,153    8,661,201  0  0 

Due after five years through ten years

   449,292    448,686  0  0 

Due after ten years

   539,057    538,370   0   0 
  

 

   

 

 

Total

  $11,595,832   $11,622,667  $0  $0 
  

 

   

 

 
  Amortized
Cost
   Estimated
Fair Value
 

As of December 31, 2016

    

Due in one year or less

  $1,455,729   $1,457,201 

Due after one year through five years

   8,081,777    8,089,289��

Due after five years through ten years

   1,701,987    1,648,731 

Due after ten years

   167,486    167,200 
  

 

   

 

 

Total

  $11,406,979   $11,362,421 
  

 

   

 

 

  

Amortized
Cost

  

Estimated
Fair Value

 

December 31, 2020

        

Due in one year or less

 $2,623,260  $2,637,533 

Due after one year through five years

  12,982,049   13,388,495 

Due after five years through ten years

  3,700,157   3,843,880 

Due after ten years

  455,765   474,219 

Total

 $19,761,231  $20,344,127 

Information on sales and maturitiesmaturity of investments and net unrealized gains (losses) on equity investments during the nine months ended September 30, 20172021 and 20162020 are as follows:

 

  September 30,
2017
   September 30,
2016
  

September 30,
2021

  

September 30,
2020

 

Total proceeds on sales ofavailable-for-sale securities

  $4,144,366   $4,776,870  $1,684,014  $14,941,147 

Proceeds from redemptions of hedge fund investments

   75,160    —   

Proceeds from redemptions of fixed maturity investments

   691,540    1,114,403  21,650,652  3,082,081 

Total proceeds from maturities of fixed maturity investments

   1,450,000    1,035,000  2,336,000  1,705,000 

Gross gains on sales

   1,245,755    1,956,107  499,859  4,346,483 

Gross losses on sales

   (18,493   (15,809 (72,926

)

 (1,635,113

)

Impairment losses

   (98,918   (219,417

Net unrealized (losses) gains on equity investments

  0   (4,475,670

)

Total

 $426,933  $(1,764,300

)

11

Information on sales and maturitiesmaturity of investments and net unrealized gains (losses) on equity investments during the three months ended September 30, 20172021 and 20162020 are as follows:

 

  September 30,
2017
   September 30,
2016
  

September 30,
2021

  

September 30,
2020

 

Total proceeds on sales ofavailable-for-sale securities

  $1,115,439   $2,232,934  $1,684,014  $12.856,984 

Proceeds from redemptions of hedge fund investments

   22,692    —   

Proceeds from redemptions of fixed maturity investments

   80,000    1,114,403  21,047,547  (17,931

)

Total proceeds from maturities of fixed maturity investments

   500,000    330,000  0  500,000 

Gross gains on sales

   366,562    1,073,665  499,859  3,516,795 

Gross losses on sales

   (16,144   (14,597 (72,926

)

 (1,250,195

)

Impairment losses

   (73,646   (98,301

Net unrealized (losses) gains on equity investments

  (82,081

)

  (1,278,038

)

Total

 $344,852  $988,562 

 

12Net Investment Income


Major categories of net investment income during the nine months ended September 30, 2017 2021 and 20162020 are summarized as follows:

 

  September 30,
2017
   September 30,
2016
  

September 30,

2021

  

September 30,
2020

 

Interest earned:

     

Fixed maturity investments

  $187,541   $139,274  $234,601  $262,200 

Short term investments and cash and cash equivalents

   14,488    3,056  7,237  10,859 

Dividends earned

   213,358    169,351  13,170  131,045 

Investment expenses

   (109,385   (101,743  (50,384

)

  (95,825

)

  

 

   

 

 

Net investment income

  $306,002   $209,938  $204,624  $308,279 
  

 

   

 

 

Major categories of net investment income during the three months ended September 30, 20172021 and 20162020 are summarized as follows:

 

  September 30,
2017
   September 30,
2016
  

September 30,
2021

  

September 30,
2020

 

Interest earned:

     

Fixed maturity investments

  $64,440   $47,245  $66,412  $85,634 

Short term investments and cash and cash equivalents

   3,139    1,152  2,965  578 

Dividends earned

   39,497    50,569  6,381  43,060 

Investment expenses

   (37,234   (35,145  (17,865

)

  (29,828

)

  

 

   

 

 

Net investment income

  $69,842   $63,821  $57,893  $99,444 
  

 

   

 

 


3. LIABILITY FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

The following table presents a reconciliation of the beginning and ending balances for the liability for unpaid losses and loss adjustment expenses for the nine months ended September 30, 20172021 and 2016:2020:

 

 

September 30,
2021

  

September 30,
2020

 
  2017     2016 

Liability—beginning of period

  $8,941,991     $6,583,474 

Liability—beginning of year

 $20,936,677  $13,966,044 

Incurred related to:

       

Current year

   4,022,703      3,249,245  1,652,101  4,989,087 

Prior years

   —        —     (147,337

)

  9,089,318 
  

 

     

 

 

Total incurred

   4,022,703      3,249,245   1,504,764   14,078,405 
  

 

     

 

 

Paid related to:

       

Current year

   (187,963     (20,029 (4,267

)

 (1,392,687

)

Prior years

   (2,198,297     (669,615  (22,395,890

)

  (7,698,845

)

  

 

     

 

 

Total paid

   (2,386,260     (689,644  (22,400,157

)

  (9,091,532

)

  

 

     

 

 

Liability—end of period

  $10,578,434     $9,143,075  $41,284  $18,952,917 
  

 

     

 

 

As

Current year incurred losses for the nine months ended September 30, 20172021 are derived by multiplying our estimated loss ratio of 64.5%64.0% and the net premiums earned as statedat March 31, 2021, which is the effective date of the Commutation Agreement, as discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations below, allOperations. Prior year incurred losses are assumed to be current year losses.represent the net gain that resulted from AMIC Ltd.’s entry into Commutation Agreement, as also discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

4. SEGMENT INFORMATION

AmerInst has two reportable segments: (1)(1) reinsurance activity, which also includes investments and other activities, and (2)(2) insurance activity, which offers professional liability solutions to professional service firms under the Agency Agreement with C&F, as defined in the “Overview” section below.

 

13


The tables below summarize the results of our reportable segments as of and for the nine months ended September 30, 20172021 and 2016.2020.

 

  As of and for the Nine Months Ended September 30, 2017  

As of and for the Nine Months Ended September 30, 2021

 
  Reinsurance
Segment
   Insurance
Segment
   Total  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

  $7,667,097   $3,553,826   $11,220,923  $3,212,581  $2,656,916  $5,869,497 

Total losses and expenses

   7,331,376    3,136,975    10,468,351  3,814,799  2,758,741  6,573,540 

Segment income

   335,721    416,851    752,572 

Segment income (loss)

 (602,218

)

 (101,825

)

 (704,043

)

Identifiable assets

   —      269,789    269,789  0  950,251  950,251 
  As of and for the Nine Months Ended September 30, 2016 
  Reinsurance
Segment
   Insurance
Segment
   Total 

Revenues

  $6,891,340   $2,957,429   $9,848,769 

Total losses and expenses

   5,878,504    2,926,548    8,805,052 

Segment income

   1,012,836    30,881    1,043,717 

Identifiable assets

   —      230,288    230,288 

  

As of and for the Nine Months Ended September 30, 2020

 
  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

 $7,487,683  $4,546,484  $12,034,167 

Total losses and expenses

  19,062,602   4,261,899   23,324,501 

Segment (loss) income

  (11,574,919

)

  284,585   (11,290,334

)

Identifiable assets

     1,107,040   1,107,040 

The tables below summarize the results of our reportable segments as of and for the three months ended September 30, 20172021 and 2016.2020.

 

  As of and for the Three Months Ended September 30, 2017  

As of and for the Three Months Ended September 30, 2021

 
  Reinsurance
Segment
   Insurance
Segment
   Total  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

  $2,579,771   $1,164,418   $3,744,189  $(1,335,096

)

 $808,934  $(526,162

)

Total losses and expenses

   2,624,427    1,014,702    3,639,129  (443,869

)

 872,819  428,950 

Segment (loss) income

   (44,656   149,716    105,060  (891,227

)

 (63,885

)

 (955,112

)

Identifiable assets

   —      269,789    269,789  0  950,251  950,251 
  As of and for the Three Months Ended September 30, 2016 
  Reinsurance
Segment
   Insurance
Segment
   Total 

Revenues

  $2,869,863   $975,482   $3,845,345 

Total losses and expenses

   2,115,268    967,180    3,082,448 

Segment income

   754,595    8,302    762,897 

Identifiable assets

   —      230,288    230,288 

13

 
  

As of and for the Three Months Ended September 30, 2020

 
  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

 $4,524,821  $1,437,562  $5,962,383 

Total losses and expenses

  12,872,084   1,368,291   14,240,375 

Segment income

  (8,347,263

)

  69,271   (8,277,992

)

Identifiable assets

  0   1,107,040   1,107,040 

5. STOCK COMPENSATION

AmerInst Professional Services, Limited

Phantom Shares:

Protexure Insurance Agency, Inc. (“APSL”Protexure”), a subsidiary of AmerInst, has employment agreements with fourtwo key members of senior management, including one of our named executive officers, Kyle Nieman, the President of APSL, which grant them phantom shares of the Company. Under these agreements, these employees were initially granted an aggregate of 75,01848,762 phantom shares of the Company on the date of their employment, subject to certain vesting requirements. The phantom shares are eligible for phantom dividends payable at the same rate as regular dividends on the Company’s common shares. The phantom dividends may be used only to purchase additional phantom shares with the purchase price of such phantom shares being the net book value of the Company’s actual common shares as of the end of the previous quarter. During the nine months and three months ended September 30, 2017, 1,4672021, 0 phantom shares were granted, arising from the dividends declared on the Company’s common shares. During the three months ended September 30, 2017, no phantom shares were granted. 86,161 phantom shares were outstanding at September 30, 2017.

 

14


For three of these twoemployees, including Mr. Nieman, the phantom shares initially granted, as well as any additional shares granted from dividends declared, vested on January 1,2015. For the fourth employee, the phantom shares initially granted, as well as any additional shares granted from dividends declared, will vest on January 1, 2018. The liability payable to each of these employees under the phantom share agreements is equal to the value of the phantom shares based on the net book value of the Company’s actual common shares at the end of the previous quarter less the value of phantom shares initially granted and is payable in cash upon (i) the earlierparticipant’s death, termination of employment due to disability, retirement at or after age 65 or resignation for good reason, (ii) termination of the participant by the Company without cause, (iii) termination by Participant without good reason or (iv) change in control.

During the third quarter of 2021, the death occurred of one former key member of Protexure’s senior management, who had been granted phantom shares.  At the date of his death, this former employee attaining 65 years of age or within 60 days of such employee’s death or permanent disability, including if such death or permanent disability occurs before held 17,977 phantom shares, which vested on January 1, 20182015.  Due to the overall decrease in the net book value of the Company’s common shares since the grant date of his phantom shares, there is 0 liability payable by the Company to this former employee relating to these phantom shares. The following table provides a reconciliation of the beginning and ending balance of vested phantom shares for the fourth employee.nine months year ended September 30, 2021:

58,426 and 76,403 phantom shares were outstanding at September 30,2021 and December 31,2020, respectively. The following table provides a reconciliation of the beginning and ending balance of vested phantom shares for the nine months year ended September 30, 2021:

Numberof
PhantomShares

Outstanding—beginning

76,403

Granted—arising from dividends declared during the year.

0

Forfeited—due to death

(17,977)

Outstanding—ending

58,426

The liability relating to these phantom shares is recalculated quarterly based on the net book value of our common shares at the end of each quarter. As a result of the overall decrease in the net book value of our common shares since the grant dates, we have not recorded any liability relating to these phantom shares at September 30, 2017.2021.

During

Stock Option Plan:

The Company has a nonqualified stock option plan to advance the quarter ended March 31, 2017, 35,000development, growth and financial condition of the Company. This plan provides incentives through participation in the appreciation of its common stock in order to secure, retain and motivate directors and employees and align such person’s interests with those of its shareholders. A total of 100,000 shares are authorized under the stock option plan.

14

A summary of the status of the stock option plan as of September 30,2021 is as follows:

  

Vested
Shares

  

Weighted
Average
Exercise
Price Per
Share

  

Non-vested
Shares

  

Weighted
Average
Exercise
Price Per
Share

  

Total
Shares

  

Weighted
Average
Exercise
Price Per
Share

 

OutstandingJanuary 1, 2021

  25,300  $28.40   19,700  $28.71   45,000  $28.54 

Granted

        0   0       

Forfeited

        0   0       

Exercised

                  

Vested

  8,400   28.42   (8,400

)

  28.42       

OutstandingSeptember 30, 2021

  33,700  $28.41   11,300  $28.92   45,000  $28.54 

Options exercisable at year end

                  

Weighted average fair value of options per share granted during the year

       $     $    

Remaining contractual life (years)

  1.5       1.7       1.5     

A summary of the status of the stock option plan as of December 31,2020 is as follows:

  

Vested
Shares

  

Weighted
Average
Exercise
Price Per
Share

  

Non-vested
Shares

  

Weighted
Average
Exercise
Price Per
Share

  

Total
Shares

  

Weighted
Average
Exercise
Price Per
Share

 

OutstandingJanuary 1, 2020

  16,400  $28.34   28,600  $28.65   45,000  $28.54 

Granted

                  

Forfeited

        0   0       

Exercised

                  

Vested

  8,900   28.52   (8,900

)

  28.52       

OutstandingDecember 31, 2020

  25,300  $28.40   19,700  $28.71   45,000  $28.54 

Options exercisable at year end

     0             

Weighted average fair value of options per share granted during the year

       $     $    

Remaining contractual life (years)

  2.2       2.3       2.3     

The Company accounts for these options were granted to the Company’s directors at a strike price of $27.99,in accordance with GAAP, which representedrequires that the fair market value based on the net book value of the Company’s commonequity awards be recognized as compensation expense over the period during which the employee is required to provide service in exchange for such an award. The Company is amortizing compensation expense over the vesting period, or five years. The Company recognized $0 and $(11,150) of compensation expense for stock as of December 31, 2016. These options vest in five equal annual installments beginning on March 3, 2018.for the nine months ended September 30, 2021 and 2020, respectively.

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

6. SUBSEQUENT EVENT

Subsequent to September 30, 2021, Protexure and C&F signed an addendum terminating the Agency Agreement effective March 31, 2022.  Under the terms of the addendum, Protexure will be permitted to issue new and renewal professional liability policies on C&F paper with effective dates no later than March 31, 2022. The Company is currently in discussions with other carriers with a view to entering into other agency arrangements. 

Item2.Managements Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis (“MD&A”) provides supplemental information, which sets forth the major factors that have affected our financial condition and results of operation and should be read in conjunction with our condensed consolidated financial statements and notes thereto included in this Form10-Q.

Certain statements contained in this Form10-Q, including this MD&A section, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and contain information relating to us that is based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. The words “expect,” “believe,” “may,” “could,” “should,” “would,” “estimate,” “anticipate,” “intend,” “plan,” “target,” “goal” and similar expressions as they relate to us or our management are intended to identify forward-looking statements.


All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements. Please see the Introductory Note and Item 1A “Risk Factors” of our 20162020 Annual Report on Form10-K, as updated in our subsequent quarterly reports filed on Form10-Q, and in our other filings made from time to time with the Commission after the date of this report for a discussion of factors that could cause our actual results to differ materially from those in the forward-looking statements. However, the risk factors listed in Item 1A “Risk Factors” of our 20162020 Annual Report on Form10-K or discussed in this Quarterly Report on Form10-Q should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s analysis only as of the date they are made. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The following discussion addresses our financial condition and results of operations for the periods and as of the dates indicated.

OVERVIEW

Unless otherwise indicated by the context in this quarterly report, we refer to AmerInst Insurance Group, Ltd. and its subsidiaries as the “Company,” “AmerInst,” “we” or “us.” “AMIC Ltd.” means AmerInst’s wholly owned subsidiary, AmerInst Insurance Company, Ltd. “APSL”“Protexure” means AmerInst Professional Services, Limited,Protexure Insurance Agency, Inc., a Delaware corporation and wholly owned subsidiary of AmerInst Mezco, Ltd. which is a wholly owned subsidiary of AmerInst. “Investco” means AmerInst Investment Company, Ltd., a wholly owned subsidiary of AMIC Ltd. Our principal offices are c/o CitadelDavies Captive Management Bermuda Limited, 25 Church Street, Continental Building, P.O. Box HM 1601, Hamilton, Bermuda, HM GX.

AmerInst Insurance Group, Ltd. is a Bermuda holding company formed in 1998 that provides insurance protection for professional service firms and engages in investment activities. AmerInst has two reportable segments: (1) reinsurance activity, which includes investments and other activities, and (2) insurance activity, which offers professional liability solutions to professional service firms. The revenues of the reinsurance activity reportable segment and the insurance activity reportable segment were $7,667,097$3,212,581 and $3,553,826,$2,656,916, respectively, for the nine months ended September 30, 20172021 compared to $6,891,340$7,487,683 and $2,957,429,$4,546,484, respectively, for the nine months ended September 30, 2016.2020. The revenues for both reportable segments were derived from business operations in the United States other than interest income on bank accounts maintained in Bermuda.

 

15


Entry into Agency Agreement

On September 25, 2009, APSLProtexure entered into an agency agreement (the “Agency Agreement”) with The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company (collectively, “C&F”) pursuant to which C&F appointed APSLProtexure as its exclusive agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling,non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in all 50 states of the United States and the District of Columbia. The initial term of the Agency Agreement was for four years with automaticone-year renewals thereafter. The Agency Agreement automatically renewed on September 25, 2017.2021.

In October 2020, C&F advised us to cease writing business in eight states under the Agency Agreement. We are currently brokering business with alternative carriers to write policies impacted by this directive.

In October 2021, C&F and Protexure signed an addendum to the Agency Agreement which terminates the Agency Agreement effective March 31, 2022.  Under the terms of the signed addendum, Protexure will be permitted to issue new and renewal professional liability policies on C&F paper with effective dates no later than March 31, 2022.   We are currently in discussions with other carriers with a view to entering into other agency arrangements. 

Entry into Reinsurance Agreement

We conduct our reinsurance business through AMIC Ltd., our subsidiary, which is a registered insurer in Bermuda. On September 25, 2009, AMIC Ltd. entered into a professional liability quota share agreement with C&F (the “Reinsurance Agreement”) pursuant to which C&F agreed to cede, and AMIC Ltd. agreed to accept as reinsurance, a 50% quota share of C&F’s liability under insurance written by APSLProtexure on behalf of C&F and classified by C&F as accountants’ professional liability and lawyers’ professional liability, subject to AMIC Ltd.’s surplus limitations. Policies written by insurers other than C&F are not subject to the 50% quota share reinsurance to AMIC Ltd. The term of the Reinsurance Agreement is continuous and may be terminated by either party upon at least 120 days’ prior written notice to the other party.

Historical Relationship

During the third quarter of 2021, the Commutation Agreement, effective as of March 31, 2021, was entered into by and between C&F and AMIC, Ltd., whereby C&F and AMIC, Ltd. agreed to fully and finally settle and commute all their respective past, present and future obligations and liabilities, known and unknown, under the Reinsurance Agreement.  In accordance with CAMICOthe Commutation Agreement, in full satisfaction of AMIC Ltd.’s past, present and future obligations and liabilities under the Reinsurance Agreement, an aggregate sum of $26,076,000 was paid by AMIC Ltd. to C&F in October 2021.

From June 1, 2005 through May 31, 2009, we were

16

The entry into the Commutation Agreement resulted in a party to a reinsurance contract with CAMICO Mutual Insurance Company (“CAMICO”), a California-based writernet gain of accountants’ professional liability business.$147,333. This amount is included in losses and loss adjustment expenses in the Condensed Consolidated Statement of Operations.

We decided not to renew the CAMICO contract and permitted the contract to expire pursuant to its terms on May 31, 2009. We remain potentially liable for claims related to coverage through May 31, 2009.

Third-party Managers and Service Providers

Citadel

Davies Captive Management Bermuda Limited (formerly Cedar Management Limited) provides theday-to-day services necessary for the administration of our business. Our agreement with CitadelDavies Captive Management Bermuda Limited renewed for one year beginning January 1, 20172021 and ending December 31, 2017.2021. Mr. Thomas R. McMahon, our Treasurer and Chief Financial Officer, is a shareholder,an officer, director and employee of Citadel Management Bermuda Limited. Mr. Stuart Grayston, our President, was formerly a director and officer of CedarDavies Captive Management Limited.

The Country Club Bank

Tower Wealth Managers, Inc. of Kansas City, Missouri, providesprovided portfolio management of fixed-incomefixed income and equity securities and directs our investments pursuant to guidelines approved by us. Harris Associates L.P. and Tower Wealth Managers, Inc. provide discretionary investment advice with respect to our equity investments. We have retained Oliver Wyman, an independent casualty actuarial consulting firm, to render advice regarding actuarial matters.

RESULTS OF OPERATIONS

Nine months ended September30, 20172021 compared to nine months ended September30, 20162020

We recorded a net incomeloss of $752,572$704,043 for the nine months ended September 30, 20172021 compared to a net incomeloss of $1,043,717$11,290,334 for the same period in 2016.2020. The decrease in net incomeloss was mainly attributable to (i) the decrease in realized gains on investments netloss and loss adjustment expenses of impairment$12,573,641 – from $1,720,881$14,078,405 for the nine months ended September 30, 20162020 to $1,128,344$1,504,764 for the nine months ended September 30, 2017 as a result of decreased sales of equity securities in an unrealized gain position during the first nine months of 2017 compared to the same period in 2016 and to2021. (ii) the increase in operatingnet realized and management expensesunrealized gains on investments of $2,191,233 – from $3,720,350a $1,764,300 loss for the nine months ended September 30, 20162020 to $4,138,855a $426,933 gain for the nine months ended September 30, 2017, as discussed2021 and (iii) the decrease in further detail below. This was partially offset by the increase in commission incomeoperating and management expenses of $1,319,978 – from $2,957,272$5,019,124 for the nine months ended September 30, 20162020 to $3,551,532$3,699,146 for the nine months ended September 30, 20172021, as discussed below. The increase in net income was partially offset by a resultdecrease in commission income of a higher volume of premiums written under$1,885,946 – from $4,542,478 for the Agency Agreement.nine months ended September 30, 2020 to $2,656.532 for the nine months ended September 30, 2021, as also discussed below.

Our net premiums earned for the nine months ended September 30, 20172021 were $6,235,045$2,581,408 compared to $4,960,678$8,947,710 for the nine months ended September 30, 2016, an increase2020, a decrease of $1,274,367$6,366,302 or 25.7%71.2%. TheOur net premiums earned for the nine months ended September 30, 2017 and 2016 were attributable to cessions from C&F under the Reinsurance Agreement. The increase inAs noted above, the Company entered into the Commutation Agreement with C&F effective March 31, 2021. No premiums subsequent to that date were ceded pursuant to the Reinsurance Agreement. Our net premium earned for the nine months ended September 30, 2021 represents our net premiums earned under the Reinsurance Agreement during the firstthree months ended March 31, 2021. Our net premium earned for the nine months of 2017 compared to the same period in 2016 resulted from increased cessions from C&F in 2017, arising from a higher level of underwriting activity under the Agency Agreement due to the continued marketing of the program by APSL which resulted in greater penetration in targeted markets.

ended September 30, 2020 represents our net premiums earned during that nine month period.

 

16


During the nine months ended September 30, 20172021 and 2016,2020, we recorded commission income under the Agency Agreement of $3,551,532$2,656,532 and $2,957,272,$4,542,478, respectively, an increasea decrease of $594,260$1,885,946 or 20.1%41.5%. This increasedecrease resulted from a higherthe lower volume of premiums written under the Agency Agreement in 2017 dueduring the nine months ended September 30, 2021 compared to the continued marketing ofnine months ended September 30, 2020, which is primarily attributable to the programOctober 2020 notice from C&F to cease writing business in eight states under the Agency Agreement. We are currently brokering business with alternative carriers to write policies impacted by APSL which resulted in greater penetration in the targeted markets.this directive.

We recorded net investment income of $306,002$204,624 during the nine months ended September 30, 2021 compared to $308,279 for the nine months ended September 30, 2017 compared to $209,938 for the nine months ended September 30, 2016.2020. The increasedecrease in net investment income was duemainly attributable to the increasea decrease in dividend income which was attributable to a certain higher yieldingthe decrease in equity securityinvestments held in our investment portfolio during the nine months of 2017ended September 30, 2021 compared to the same period in 2016 and to the increase2020. The decrease in interestnet investment income which was attributable to higher yielding fixed income securities heldpartially offset by a decrease in the Company’s investment portfolioexpenses during the nine months of 2017ended September 30, 2021 compared to the same period in 2016.2020 as a result of a decrease in investment management fees, which is attributable to the aforementioned decrease in equity investments held in our investment portfolio. The annualized investment yield, calculated as total interest and dividends divided by the net average amount of total investments and cash and cash equivalents, was 1.2%.9% for the nine months ended September 30, 2017,2021, compared to the 1.0%1.2% yield earned for the nine months ended September 30, 2017.2020.

Sales

We recorded net realized and unrealized gains on investments of securities$426,933 during the nine months ended September 30, 2017 resulted in2021 compared to net realized gainsand unrealized losses on investments of $1,764,300 during the nine months ended September 30, 2020, an increase of $2,191,233 or 124.2%. In September 2021, the Company liquidated its entire investment in fixed income securities to fund the commitment to C&F under the Commutation Agreement. A $343,350 net gain was realized on the sale of impairmentthese investments. The nine months ended September 30, 2020 was significantly impacted by the unfavorable market conditions experienced during the period, which was attributable to the impact of $1,128,344 compared to $1,720,881the COVID-19 coronavirus pandemic on the worldwide economy.

Our losses and loss adjustment expenses for the nine months ended September 30, 2016,2021 were $1,504,764 compared to $14,078,405 for the nine months ended September 30, 2020, a decrease of $592,537. The decrease in realized gains primarily related to decreased sales of equity securities in an unrealized gain position during the first nine months of 2017 compared to the same period in 2016.

$12,573,641 or 89.3%. For the nine months ended September 30, 2017,2021, we recordedderived our loss and loss adjustment expenses of $4,022,703 derived(i) by multiplying our estimated loss ratio of 64.5%64.0% and the net premiums earned under the Reinsurance Agreement through March 31, 2021 of $6,235,045. For$2,581,408, which is the effective date of the Commutation Agreement and (ii) the recording of a $147,377 gain under the Commutation Agreement. The significant amount of loss and loss adjustment expenses recorded for the nine months ended September 30, 2016, we recorded loss and loss adjustment expenses of $3,249,245 derived by multiplying our estimated loss ratio of 65.5% and the net premiums earned under the Reinsurance Agreement of $4,960,678. The increase in loss and loss adjustment expense2020 was primarily dueattributable to an increase in net premiums earned during the first nine months of 2017 compared to the corresponding period in 2016, partially offset by a reduction of our estimated loss ratio. The decrease in the estimated loss ratio was primarily the result of betterhigher than expected loss emergence on the Company’s lawyers’ book of business in policy year 2013.accident years 2017, 2018 and 2019.

17

We recorded policy acquisition costs of $2,306,793 for$1,405,774 during the nine months ended September 30, 20172021 compared to $1,835,457$4,097,754 for the same period in 2016.2020. Policy acquisition costs, which are primarily ceding commissions paid to the ceding insurer, are established as a percentage of premiums earned; therefore, any increase or decrease in premiums earned will result in a similar increase or decrease in policy acquisition costs.costs, subject to any premium deficiency. The policy acquisition costs recorded during the nine months ended September 30, 2017 and 2016 were2021 represents the net of (i) $955,122, being 37% of the net premiums earned under the Reinsurance Agreement as at March 31, 2021 of $6,235,045$2,581,408, which is the effective date of the Commutation Agreement and $4,960,678, respectively.

We expensed operating(ii) the reversal of the established premium deficiency reserve as at December 31, 2020 of $985,876 and management expensesthe reversal of $4,138,855 forthe remaining deferred policy acquisition cost balance of $1,436,528, with both reversals being attributed to the Commutation Agreement. The policy acquisition costs recorded during the nine months ended September 30, 20172020 represented of (i) $3,310,595, being 37% of the net premiums earned under the Reinsurance Agreement as at September 30, 2021 of $8,947,710 and (ii) a premium deficiency reserve established at September 30, 2020 in the amount of $787,159.

We incurred operating and management expenses of $3,699,146 during the nine months ended September 30, 2021 compared to $3,720,350$5,019,124 for the same period in 2016, an increase2020, a decrease of $418,505$1,319,978 or 11.2%26.3%. The increasedecrease was primarily attributable to increased(i) decreased board and committee meetings related expenses due to the reduction in physical meetings held during the nine months ended September 30, 2021 as the result of travel restrictions imposed in relation to COVID-19, (ii) decreased salaries and related costs associated with Protexure’s reduction in personnel during 2021 and 2020 in its effort to reduce overall costs and (iii) decreased net commissions paid to outside brokers in association with the Agency Agreement.Agreement as a result lower volume of premiums obtained from outside brokers during the nine months ended September 30, 2021 compared to the same period in 2020.

The tables below summarize the results of the following AmerInst reportable segments: (1) reinsurance activity, which also includes investments and other activities, and (2) insurance activity, which offers professional liability solutions to professional service firms under the Agency Agreement with C&F.

 

  As of and for the Nine Months Ended September 30, 2017  

As of and for the Nine Months Ended September 30, 2021

 
  Reinsurance
Segment
   Insurance
Segment
   Total  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

  $7,667,097   $3,553,826   $11,220,923  $3,212,581  $2,656,916  $5,869,497 

Total losses and expenses

   7,331,376    3,136,975    10,468,351  3,814,799  2,758,741  6,573,540 

Segment income

   335,721    416,851    752,572 

Segment income (loss)

 (602,218

)

 (101,825

)

 (704,043

)

Identifiable assets

   —      269,789    269,789    950,251  950,251 
  As of and for the Nine Months Ended September 30, 2016 
  Reinsurance
Segment
   Insurance
Segment
   Total 

Revenues

  $6,891,340   $2,957,429   $9,848,769 

Total losses and expenses

   5,878,504    2,926,548    8,805,052 

Segment income

   1,012,836    30,881    1,043,717 

Identifiable assets

   —      230,288    230,288 

  

As of and for the Nine Months Ended September 30, 2020

 
  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

 $7,487,683  $4,546,484  $12,034,167 

Total losses and expenses

  19,062,602   4,261,899   23,324,501 

Segment (loss) income

  (11,574,919

)

  284,585   (11,290,334

)

Identifiable assets

     1,107,040   1,107,040 

 

17


Three months ended September30, 20172021 compared to three months ended September30, 20162020

We recorded a net incomeloss of $105,060 during third quarter of 2017$955,112 for the three months ended September30, 2021 compared to a net incomeloss of $762,897$8,277,992 for the same period in 2016.2020. The decrease in the net incomeloss was mainly attributable to (i) the decrease in realized gains on investments netloss and loss adjustment expenses of impairment$11,811,206 – from $960,767 in$10,551,676 for the third quarter of 2016three months ended September 30, 2020 to $276,772 in$(1,259,530) for the third quarter of 2017 as a result of decreased sales of equity securities in an unrealized gain position duringthree months ended September 30, 2021, (ii) the third quarter of 2017 compared to the same period in 2016 and to the increasedecrease in operating and management expenses of $457,287 – from $1,192,097 in$1,592,813 for the third quarter of 2016three months ended September 30, 2020 to $1,370,383 in$1,135,526 for the third quarter of 2017,three months ended September 30, 2021, as discussed below. The decrease in further detail below. Thisnet loss was partially offset by the increasea decrease in commission income of $628,285 – from $976,514 in$1,437,181 for the third quarter of 2016three months ended September 30, 2020 to $1,163,669 in$808,896 for the third quarter of 2017three months ended September 30, 2021, as a result of a higher volume of premiums written under the Agency Agreementalso discussed below.

Our net premiums earned for the third quarter of 20172021 were $2,233,906$(1,737,803) compared to $1,844,243$3,437,196 for the third quarter of 2016, an increase2020, a decrease of $389,663$5,174,999 or 21.1%150.6%. The net premiums earned during the quarters ended September 30, 20172021 and 20162020 were attributable to cessions from C&F under the Reinsurance Agreement. The increased cessions duringOur premiums earned for the third quarter of 2017 compared to2021 represents the reversal of the second quarter cession as the result of the Commutation Agreement, which has an effective date of March 31, 2021. Our net premium earned for the third quarter of 2016 arose from a higher level of underwriting activity under the Agency Agreement due to the continued marketing of the program by APSL, which resulted in greater penetration in targeted markets.2020 represents our net premiums earned during that three month period.

For the quarters ended September 30, 20172021 and 2016,2020, we recorded commission income under the Agency Agreement of $1,163,669$808,896 and $976,514,$1,437,181 respectively, an increasea decrease of $187,155$628,285 or 19.2%43.7%. This increasedecrease resulted from a higherthe lower volume of premiums written under the Agency Agreement during the quarter ended September 30, 2021 compared to the quarter ended September 30, 2020, which is primarily attributable to the October 2020 notice from C&F to cease writing business in 2017.eight states under the Agency Agreement. We are currently brokering business with alternative carriers to write policies impacted by this directive.

18

We recorded net investment income of $69,842$57,893 for the quarter ended September 30, 20172021 compared to $63,821$99,444 for the quarter ended September 30, 2016.2020. The increasedecrease in net investment income was dueattributable to a larger base of fixeddecrease in dividend income securities andattributable to the decrease in equity securitiesinvestments held in the Company’sour investment portfolio during the third quarter of 2017ending September 30, 2021 compared to the same period in 2016.2020. The decrease in net investment income was partially offset by a decrease in investment expenses during the quarter ended September 30, 2021 compared to the same period in 2020 as a result of a decrease in investment management fees, which is attributable to the aforementioned decrease in equity investments held in our investment portfolio. The annualized investment yield, calculated as total interest and dividends divided by the net average amount of total investments and cash and cash equivalents, was .8% for the quarter ended September 30, 2017,2021, compared to the .9%1.2% yield earned for the quarter ended September 30, 2016.2020.

Sales

We recorded net realized and unrealized gains on investments of $344,852 during the quarter ended September 30, 2021 compared to net realized and unrealized gains of $988,562 during the quarter ended September 30, 2020, a decrease of $643,710 or 65.1%. The net realized and unrealized gains on investments during the three months ended September 30, 2021 was primarily attributable to the liquidation of the Company’s entire investment in fixed income securities to fund the commitment to C&F under the Commutation Agreement. A $343,768 gain was realized on the sale of these investments. The net realized and unrealized gains on investments during the three months ended September 30, 2020 was primarily related to the increase in the fair value of our equity investments due to favorable market conditions attributable to the unprecedented monetary and fiscal stimulus in the U.S. and around the world to counter the negative impact of the COVID-19 coronavirus pandemic on the worldwide economy.

Our losses and loss adjustment expenses for the quarter ended September 30, 2017 resulted in realized gains on investments net of impairment of $276,7722021 were $(1,259,530) compared to $960,767$10,551,676 for the quarter ended September 30, 2020, a decrease of $11,811,206 or 111.9%. Our losses and loss adjustment expenses for the third quarter of 2021 represents (i) the reversal of the second quarter cession under the Reinsurance Agreement as the result of the Commutation Agreement, which has an effective date of March 31, 2021 and (ii) the recording of a $147,377 gain under the Commutation Agreement.   The significant amount of losses and loss adjustment expenses recorded during the quarter ended September 30, 2016, a decrease of $683,995 or 71.2%. The decrease in realized gains primarily related2020 was attributable to decreased sales of equity securities in an unrealized gain position compared to 2016.

For the quarter ended September 30, 2017, we recorded loss and loss adjustment expenses of $1,441,968 derived by multiplying our estimated loss ratio of 64.5% and the net premiums earned under the Reinsurance Agreement of $2,233,906. For the quarter ended September 30, 2016, we recorded loss and loss adjustment expenses of $1,207,979 derived by multiplying our estimated loss ratio of 65.5% and the net premiums earned under the Reinsurance Agreement of $1,844,243. The increase in loss and loss adjustment expense was primarily due to an increase in net premiums earned during the third quarter of 2017 compared to the corresponding period in 2016, partially offset by a reduction of our estimated loss ratio. The decrease in the estimated loss ratio was primarily the result of betterhigher than expected loss emergence on the Company’s lawyers’ book of business in policy year 2013.accident years 2017, 2018 and 2019.

We recorded policy acquisition costs of $826,778$579,317 in the third quarter of 20172021 compared to $682,372$2,058,923 for the same period in 2016.2020. Policy acquisition costs, which are primarily ceding commissions paid to the ceding insurer, are established as a percentage of premiums earned; therefore, any increase or decrease in premiums earned will result in a similar increase or decrease in policy acquisition costs.costs, subject to any premium deficiency. The policy acquisition costs recorded during the third quarter of 2017 and 2016 were2021 represents the reversals of (i) $642,987, being 37% of the net premiums earned under the Reinsurance Agreement during the second quarter of $2,233,9062021 of $1,737,802 (ii) the reversal of the established premium deficiency reserve as at June 30, 2021 of $214,224 and $1,844,243, respectively.(iii) the reversal of the remaining deferred policy acquisition balance of $1,436,528. The aforementioned reversals are attributable to the Commutation Agreement. The policy acquisition costs recorded during the quarter ended September 30, 2020 represented of (i) $1,271,764, being 37% of the net premiums earned under the Reinsurance Agreement as at September 30, 2020 of $3,437,196 and (ii) a premium deficiency reserve established during the third quarter of 2020 in the amount of $787,159.

We incurred operating and management expenses of $1,370,383$1,135,526 in the third quarter 2017of 2021 compared to $1,192,097$1,592,813 for the same period in 2016, an increase2020, a decrease of $178,286$457,287 or 15%28.7%. The increasedecrease was primarily attributable to increased sub commission(i) decreased salaries and related costs associated with Protexure’s reduction in relationpersonnel during 2021 and 2020 in its effort to sub produced business associatedreduce overall costs and (ii) decreased net commissions paid to outside brokers in association with the Agency Agreement.

Agreement as a result lower volume of premiums obtained from outside brokers during the third quarter of 2021 compared to the same period in 2020.

 

18


The tables below summarize the results of the following AmerInst reportable segments: (1) reinsurance activity, which also includes investments and other activities, and (2) insurance activity, which offers professional liability solutions to professional service firms under the Agency Agreement with C&F.

 

  As of and for the Three Months Ended September 30, 2017  

As of and for the Three Months Ended September 30, 2021

 
  Reinsurance
Segment
   Insurance
Segment
   Total  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

  $2,579,771   $1,164,418   $3,744,189  $(1,335,096

)

 $808,934  $(526,162

)

Total losses and expenses

   2,624,427    1,014,702    3,639,129  (443,869

)

 872,819  428,950 

Segment (loss) income

   (44,656   149,716    105,060  (891,227

)

 (63,885

)

 (955,112

)

Identifiable assets

   —      269,789    269,789    950,251  950,251 
  As of and for the Three Months Ended September 30, 2016 
  Reinsurance
Segment
   Insurance
Segment
   Total 

Revenues

  $2,869,863   $975,482   $3,845,345 

Total losses and expenses

   2,115,268    967,180    3,082,448 

Segment income

   754,595    8,302    762,897 

Identifiable assets

   —      230,288    230,288 


  

As of and for the Three Months Ended September 30, 2020

 
  

Reinsurance
Segment

  

Insurance
Segment

  

Total

 

Revenues

 $4,524,821  $1,437,562  $5,962,383 

Total losses and expenses

  12,872,084   1,368,291   14,240,375 

Segment income

  (8,347,263

)

  69,271   (8,277,992

)

Identifiable assets

     1,107,040   1,107,040 

FINANCIAL CONDITION

As of September 30, 2017,2021, our total investments were $28,579,677, an increase of $2,051,712 or 7.7%, from $26,527,965$0 compared to $20,344,127 at December 31, 2016. This increase was primarily due to2020.   During September 2021, the increaseCompany liquidated its entire investment in the fair value of certainfixed income securities and equity securities as a result of favorable market conditions andmeasure to the purchase of additional equity securities with both net premiums receivedfund its commitment under the Reinsurance Agreement and positive cash inflows derived from net investment income.Commutation. The cash and cash equivalents balance increaseddecreased from $4,631,709$5,732,110 at December 31, 20162020 to $5,249,801$3,982,010 at September 30, 2017, an increase2021, a decrease of $618,092$1,750,100 or 13.3%30.5%. The amountThis decrease resulted primarily from cash outflows associated with the funding of cash and cash equivalents varies depending on the maturities of fixed term investments and the level of funds invested in money market funds.our day-to-day operations. The restricted cash and cash equivalents balance increased from $23,392$4,964,126 at December 31, 20162020 to $120,414$25,552,236 at September 30, 2017,2021, an increase of $97,022$20,588,110 or 414.8%414.7%. The increase iswas primarily due to the timingaforementioned liquidation of salesthe Company’s entire investment in fixed income securities and maturities of investments held as restricted cash at September 30, 2017 that have been reinvested. Other invested assets remained unchanged at $490,000 as of September 30, 2017 and December 31, 2016. The ratio of cash, total investments and other invested assets to total liabilities at September 30, 2017 was 1.72:1, compared to a ratio of 1.76:1 at December 31, 2016.equity securities.

The assumed reinsurance balances receivable represents the current assumed premiums receivable lessfrom the fronting carriers. As of September 30, 2021, the balance was $0 compared to $2,221,664 as of December 31, 2020. As at September 30, 2021, there is no premium is due to AMIC Ltd. under the Reinsurance Agreement as the result of the Commutation Agreement.

The assumed reinsurance payable represents current reinsurance losses payable and commissions payable to the fronting carriers. As of September 30, 2017,2021, the balance was $1,471,134$26,076,114 compared to $1,285,126$3,175,098 as of December 31, 2016.2020. The increase resultedto this balance is the result of the Commutation Agreement, under which $26,076,000 is payable from a higher level of premiums assumed under the Reinsurance Agreement during 2017.AMIC Ltd. to C&F.

The assumed reinsurance payable represents current reinsurance losses payable to the fronting carriers. As of September 30, 2017, the balance was $1,049,665 compared to $1,254,687 as of December 31, 2016. This balance fluctuates due to the timing of losses being reported to us.

Deferred policy acquisition costs, which represent the deferral of ceding commission expense related to premiums not yet earned, increased from $1,384,915$724,509 at December 31, 20162020 to $1,730,956$0 at September 30, 2017. The increase in deferred policy acquisition costs in 2017 was due to2021. As at September 30, 2021, this balance is $0 as of the increase in both net premiums written and unearned premiums assumed underresult of the Reinsurance Agreement compared to the prior year. The ceding commission rate under the Reinsurance Agreement is 37%.Commutation Agreement.

Prepaid expenses and other assets were $1,539,444$1,078,604 at September 30, 20172021 compared to $1,398,739$1,476,187 as of December 31, 2016.2020. The balance primarily relates to (1) prepaid directors’ and officers’ liability insurance costs, (2) the directors’ prepaid directors’annual retainer, (3) prepaid professional fees and (4) premiums due to APSLProtexure under the Agency Agreement. The increase in theThis balance was partially attributablefluctuates due to the annual director fee paymentstiming of the prepayments and to the Company’s directors made in June 2017 relating totiming of the period from June 1, 2017 to May 31, 2018.premium receipts by Protexure.

Accrued expenses and other liabilities primarily represent premiums payable by APSLProtexure to C&F under the Agency Agreement and expenses accrued relating largely to professional fees. The balance decreased from $4,035,617$3,689,620 at December 31, 20162020 to $3,762,664$2,543,502 at September 30, 2017,2021, a decrease of $272,953$1,146,118 or 6.8%31.1%. This balance fluctuates due to the timing of the premium payments to C&F and payments of professional fees.

 

19


LIQUIDITY AND CAPITAL RESOURCES

Our cash needs consist of settlement(i) funding of lossesour commitment to C&F under the Commutation Agreement and expenses under our reinsurance treaties and(ii) fundingday-to-day operations. In continuingDuring the continued implementation of our business plan, our management expects that our unrestricted cash balance will be sufficient to meet theseour cash needs from cash flows arising fromto fund our investment portfolio. Because substantially all of our assets are marketable securities, we expect that we will have sufficient flexibility to provide for unbudgeted cash needs that may arise fromday-to-day operations over the next twelve-month time to time without resorting to borrowing, subject to Bermuda statutory limitations as discussed in our 2016 Form10-K.period.

Total cash, investments and other invested assets increaseddecreased from $31,673,066$31,040,363 at December 31, 20162020 to $34,439,892$29,534,246 at September 30, 2017, an increase2021, a decrease of $2,766,826$1,506,117 or 8.7%4.9%. The net increasedecrease resulted primarily from positivecash outflows associated with the funding of our day-to-day operations and to the decrease in the fair value of our fixed income security portfolio prior to the aforementioned liquidation of this portfolio, due to the widening of credit spreads, partially offset by cash inflows derived from net investment income and net premiums received under the Reinsurance Agreement in the amount of $1,731,307, partially offset by dividends of $303,919 paid during the first nine months of 2017.activities.

The Bermuda Monetary Authority has authorized InvestcoAMIC Ltd. to purchase our common shares, on a negotiated basis, from shareholders who have died or retired from the practice of public accounting. During the nine months ended September 30, 2017, no such transactions occurred. Through2021, AMIC Ltd. purchased 1,720 common shares from these shareholders who had died or retired for a total purchase price of $55,917. From inception through September 30, 2017, Investco2021, AMIC Ltd. had repurchased 191,896232,979 common shares from shareholders who had died or retired for a total purchase price of $5,435,936.$6,653,703. From time to time, InvestcoAMIC Ltd. has also purchased shares in privately negotiated transactions. ThroughFrom inception through September 30, 2017, Investco2021, AMIC Ltd. had purchased an additional 75,069 common shares in such privately negotiated transactions for a total purchase price of $1,109,025. During the nine months ended September 30, 2017,2021, no such transactions occurred.

Cash Dividends

We paid no dividends of $0.50 per share during the second quarter of 2017, which amounted to aggregate total ordinary cash dividends of $323,323. The aggregate dividends paid in 2017 have been reduced by $19,404, which represents a write-back of uncashed dividends issued prior to 2012 to shareholders that we have been unable to locate.nine months ended September 30, 2021. Since we began paying dividends in 1995, our original shareholders have received $21.87$22.87 in cumulative dividends per share. When measured by a total rate of return calculation, this has resulted in an effective annual rate of return of approximately 8.7% from our inception, based on a per share purchase price of $8.33 paid by the original shareholders, and using an unaudited net book value of $30.00 per share as of September 30, 2017. Although we have paid cash dividends on a regular basis in the past, the declaration and payment of cash dividends in the future will be at the discretion of our board of directors, subject to the requirements of applicable law, and will depend on, among other things, our financial condition, results of operations, current and anticipated cash needs and other factors that our board of directors considers relevant.

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OFF-BALANCE SHEET ARRANGEMENTS

The Company is not a party to anyoff-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form10-K for the year ended December 31, 20162020 and is incorporated herein by reference.

We have identified accounting for the liability for losses and loss adjustment expenses as our most critical accounting policy and estimate in that it is important to the portrayal of our financial condition and results, and it requires our subjective and complex judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain. This accounting policy, including the nature of the estimates and types of assumptions used, are described throughout this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form10-K for the year ended December 31, 2016.2020.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the Commission. You may read any public document we file with the Commission at the Commission’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the Commission at1-800-SEC-0330 for information on the public reference room. The Commission maintains an internet site that contains annual, quarterly, and current reports, proxy and information statements and other information that issuers (including AmerInst) file electronically with the Commission. The Commission’s internet site iswww.sec.gov.

 

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Our internet site iswww.amerinst.bm. We make available free of charge through our internet site our annual report onForm 10-K, quarterly reports on Form10-Q, current reports on Form8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Commission. We also make available, through our internet site, via links to the Commission’s internet site, statements of beneficial ownership of our equity securities filed by our directors, officers, 10% or greater shareholders and others under Section 16 of the Securities Exchange Act. In addition, we post onwww.amerinst.bm our Memorandum of Association, ourBye-Laws, our Statement of Share Ownership Policy, Charters for our Audit Committee and Governance and Nominations Committee, as well as our Code of Business Conduct and Ethics. You can request a copy of these documents, excluding exhibits, at no cost, by writing or telephoning us c/o CitadelDavies Captive Management Bermuda Limited, 25 Church Street, Continental Building, P.O. Box HM 1601 Hamilton, Bermuda HM GX, Attention: Investor Relations(441) 295-6015.295-2185. The information on our internet site is not incorporated by reference into this report.


Item3.Quantitative and Qualitative Disclosures About Market Risk.

 

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Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

 

Item 4.Controls and Procedures

Item4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2017,2021, the end of the period covered by this Form10-Q, our management, including our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined inRule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer each concluded that as of September 30, 2017,2021, the end of the period covered by this Form10-Q, we maintained effective disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

Our management, including our Principal Executive Officer and Principal Financial Officer, has reviewed our internal control over financial reporting (as defined in Rule13a-15(f) under the Securities Exchange Act of 1934). There have been no significant changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II—OTHER INFORMATION

 

Item 1.Legal Proceedings

Part IIOTHER INFORMATION

Item1.Legal Proceedings

We are party to various legal proceedings generally arising in the normal course of our business. While any proceeding contains an element of uncertainty, we do not believe that the eventual outcome of any litigation or arbitration proceeding to which we are presently a party will have a material adverse effect on our financial condition or business. Pursuant to our insurance and reinsurance agreements, disputes are generally required to be finally settled by arbitration.

 

22Item1A.Risk Factors


Item 1A.Risk Factors

In addition to the other information set forth in this Quarterly Report on Form10-Q, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 20162020 Annual Report on Form10-K, as updated in our subsequent quarterly reports. The risks described in our 20162020 Annual Report on Form10-K and our subsequent quarterly reports are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

 

Item 2.

Item2.Unregistered Sales of Equity Securities and Use of Proceeds

On July 1, 2017, the Company transferred an aggregate of 2,548 sharesEquity Securities and Use of its common stock out of shares held by Investco, the Company’s wholly owned subsidiary, to the Company’s directors as part of the directors’ fees payable in respect of the directors’ board service from the 2017 Annual General Meeting until the 2018 Annual General Meeting. These shares were transferred in reliance upon one or more exemptions from the registration requirements under the Securities Act of 1933, as amended, including Rule 506 and Section 4(a)(2) thereunder.Proceeds

 

Item 3.Defaults Upon Senior Securities.

None.

 

Item 4.Mine Safety Disclosures

Item3.Defaults Upon Senior Securities.

None.

Item4.Mine Safety Disclosures

Not applicable.

 

Item 5.Other Information

None.

Item5.Other Information

 

23None.


Item 6.Exhibits


Item6.Exhibits

(a) Exhibits

 

Exhibit

Number

Description

  31.1 Certification of Stuart H. Grayston pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2Certification of Thomas R. McMahon pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1Certification of Stuart H. Grayston pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2Certification of Thomas R. McMahon pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document

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AMERINST INSURANCE GROUP, LTD.

INDEX TO EXHIBITS

Filed with the Quarterly Report on Form10-Q for the Quarter Ended September 30, 2017

Exhibit

Number31.1

Description

  31.1Certification of Stuart H. Grayston pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2 

31.2

Certification of Thomas R. McMahon pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1 

32.1

Certification of Stuart H. Grayston pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2 

32.2

Certification of Thomas R. McMahon pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

32.3

Commutation and Release Agreement, dated October 12, 2021, among AmerInst Insurance Company, Ltd., The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company—  incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (filed 10/18/21) (No. 000-28249).

 

    32.4

First Amendment to Agency Agreement, dated October 12, 2021, among Protexure Insurance Agency, Inc. f/k/a AmerInst Professional Services Limited, The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company— incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (filed 10/18/21) (No. 000-28249).

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) (1)

101.SCH

Inline XBRL Taxonomy Extension Schema Document (1)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (1)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (1)

104

Cover page Interactive Data File (formatted as Inline XBRL and combined in Exhibit 101.1)

(1) These interactive data file shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: November 14, 201712, 2021

AMERINST INSURANCE GROUP, LTD.

(Registrant)

 
 (Registrant)

By:

/s/ STUART H. GRAYSTON

By: 

/S/ STUARTStuart H. GRAYSTONGrayston

 Stuart H. Grayston

President (Principal Executive Officer, duly authorized to sign this

Report in such capacity and on behalf of the Registrant)

By:

/s/ THOMAS R. MCMAHON

Thomas R. McMahon

Chief Financial Officer (Principal Financial Officer, duly authorized to

sign this Report in such capacity and on behalf of the Registrant)

By:

/S/ THOMAS R. MCMAHON

Thomas R. McMahon
Chief Financial Officer (Principal Financial Officer, duly authorized to sign this Report in such capacity and on behalf of the Registrant)

 

26

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