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 |
For the Quarterly Period ended SeptemberJune 30, 2017.2023.
☐ | Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934. |
For the transition period fromto.
Commission file number000-28249
AMERINST INSURANCE GROUP, LTD.
(Exact Name of Registrant as Specified in its Charter)
Bermuda | ||
98-0207447 | ||
(State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
c/o 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 or an emerging growth 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 | ☒ | |||
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 NovemberAugust 1, 2017,2023, 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:
• | We have entered into a Purchase and Sale Agreement for the sale of substantially all of the assets of our primary operating subsidiary, Protexure Insurance Agency, Inc. (“Protexure”). If this sale goes through, we will have no business operations and plan to liquidate; | |
• | If the sale of Protexure fails to go through, we may have to evaluate less favorable strategic alternatives as the erosion of unrestricted cash to fund operations continues; | |
• | a worsening global economic market and changing rates of inflation and other economic conditions; | |
• | our continuing ability to enter into new agency agreements with other carriers; | |
• | changes in the amount of professional liability business accepted by our insurance company partners; | |
• | our ability to generate increased revenues and positive earnings in future periods; | |
• | subjection of our non-U.S. companies to regulation and/or taxation in the United States; | |
• | a decrease in the level of demand for professional liability insurance or an increase in the supply of professional liability insurance capacity; | |
• | 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; | |
• | 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; | |
• | increased competitive pressures, including the consolidation and increased globalization of insurance providers; | |
• | increased or decreased rate pressure on premiums; | |
• | the effects of natural disasters, harsh weather conditions, widespread health emergencies (including pandemics such as the COVID-19 pandemic), military conflict, terrorism, civil unrest or other geopolitical and unpredictable events; | |
• | climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business; | |
• | changes in Bermuda and United States law or regulation or the political stability of Bermuda and the United States; | |
• | 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. |
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.
Part I—FINANCIAL INFORMATION
2
Part I—FINANCIAL INFORMATIONItem1.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 | |||||||
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 | ||||||
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TOTAL INVESTMENTS | 28,579,677 | 26,527,965 | ||||||
Cash and cash equivalents | 5,249,801 | 4,631,709 | ||||||
Restricted cash and cash equivalents | 120,414 | 23,392 | ||||||
Other invested assets | 490,000 | 490,000 | ||||||
Assumed reinsurance balances receivable | 1,471,134 | 1,285,126 | ||||||
Accrued investment income | 93,777 | 76,975 | ||||||
Property and equipment | 269,789 | 226,988 | ||||||
Deferred policy acquisition costs | 1,730,956 | 1,384,915 | ||||||
Prepaid expenses and other assets | 1,539,444 | 1,398,739 | ||||||
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TOTAL ASSETS | $ | 39,544,992 | $ | 36,045,809 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
LIABILITIES | ||||||||
Unpaid losses and loss adjustment expenses | $ | 10,578,434 | $ | 8,941,991 | ||||
Unearned premium | 4,677,763 | 3,743,006 | ||||||
Assumed reinsurance balances payable | 1,049,665 | 1,254,687 | ||||||
Accrued expenses and other liabilities | 3,762,664 | 4,035,617 | ||||||
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TOTAL LIABILITIES | $ | 20,068,526 | $ | 17,975,301 | ||||
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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 | ||||||
Retained earnings | 15,827,998 | 15,379,345 | ||||||
Accumulated other comprehensive income | 4,686,713 | 3,799,408 | ||||||
Shares held by Subsidiary (346,057 and 348,605 shares) at cost | (8,320,791 | ) | (8,390,791 | ) | ||||
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TOTAL SHAREHOLDERS’ EQUITY | 19,476,466 | 18,070,508 | ||||||
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 39,544,992 | $ | 36,045,809 | ||||
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As of June 30, 2023 | As of December 31, 2022 | |||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 1,731,928 | $ | 2,414,077 | ||||
Property and equipment (Note 2) | 490,526 | 644,133 | ||||||
Deferred income taxes | 122,000 | 232,000 | ||||||
Prepaid expenses and other assets (Note 3) | 942,867 | 792,245 | ||||||
TOTAL ASSETS | $ | 3,287,321 | $ | 4,082,455 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
LIABILITIES | ||||||||
Accrued expenses and other liabilities (Note 4) | $ | 2,499,486 | $ | 2,346,805 | ||||
TOTAL LIABILITIES | $ | 2,499,486 | $ | 2,346,805 | ||||
COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS’ EQUITY | ||||||||
Common shares, $1 par value, 2023 and 2022: 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 | 2,777,785 | 3,725,600 | ||||||
Shares held by Subsidiary (375,861 shares) at cost | (9,272,496 | ) | (9,272,496 | ) | ||||
TOTAL SHAREHOLDERS’ EQUITY | 787,835 | 1,735,650 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 3,287,321 | $ | 4,082,455 | ||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
3
AMERINST INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS, COMPREHENSIVE (LOSS) INCOME (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 | |||||||||||||
REVENUE | ||||||||||||||||
Net premiums earned | $ | 6,235,045 | $ | 4,960,678 | $ | 2,233,906 | $ | 1,844,243 | ||||||||
Commission income | 3,551,532 | 2,957,272 | 1,163,669 | 976,514 | ||||||||||||
Net investment income | 306,002 | 209,938 | 69,842 | 63,821 | ||||||||||||
Net realized gain on investments | 1,128,344 | 1,720,881 | 276,772 | 960,767 | ||||||||||||
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TOTAL REVENUE | 11,220,923 | 9,848,769 | 3,744,189 | 3,845,345 | ||||||||||||
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LOSSES AND EXPENSES | ||||||||||||||||
Losses and loss adjustment expenses | 4,022,703 | 3,249,245 | 1,441,968 | 1,207,979 | ||||||||||||
Policy acquisition costs | 2,306,793 | 1,835,457 | 826,778 | 682,372 | ||||||||||||
Operating and management expenses | 4,138,855 | 3,720,350 | 1,370,383 | 1,192,097 | ||||||||||||
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TOTAL LOSSES AND EXPENSES | 10,468,351 | 8,805,052 | 3,639,129 | 3,082,448 | ||||||||||||
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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 | ||||||||
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OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
Net unrealized holding gains arising during the period | 2,015,649 | 889,567 | 720,612 | 713,847 | ||||||||||||
Reclassification adjustment for gains included in net income | (1,128,344 | ) | (1,720,881 | ) | (276,772 | ) | (960,767 | ) | ||||||||
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OTHER COMPREHENSIVE INCOME (LOSS) | 887,305 | (831,314 | ) | 443,840 | (246,920 | ) | ||||||||||
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COMPREHENSIVE INCOME | $ | 1,639,877 | $ | 212,403 | $ | 548,900 | $ | 515,977 | ||||||||
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RETAINED EARNINGS, BEGINNING OF PERIOD | $ | 15,379,345 | $ | 14,213,781 | $ | 15,722,938 | $ | 14,351,907 | ||||||||
Net income | 752,572 | 1,043,717 | 105,060 | 762,897 | ||||||||||||
Dividends | (303,919 | ) | (305,759 | ) | — | (163,065 | ) | |||||||||
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RETAINED EARNINGS, END OF PERIOD | $ | 15,827,998 | $ | 14,951,739 | $ | 15,827,998 | $ | 14,951,739 | ||||||||
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Per share amounts | ||||||||||||||||
Net Income per share | ||||||||||||||||
Basic | $ | 1.16 | $ | 1.60 | $ | 0.16 | $ | 1.17 | ||||||||
Diluted | $ | 1.16 | $ | 1.60 | $ | 0.16 | $ | 1.17 | ||||||||
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Dividends | $ | 0.50 | $ | 0.50 | $ | 0.00 | $ | 0.25 | ||||||||
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Weighted average number of shares outstanding for the entire period | ||||||||||||||||
Basic | 647,922 | 650,952 | 649,196 | 652,261 | ||||||||||||
Diluted | 651,541 | 650,952 | 651,071 | 652,261 | ||||||||||||
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Six Months | Six Months | Three Months | Three Months | |||||||||||||
REVENUE | ||||||||||||||||
Commission income | $ | 1,138,895 | $ | 1,253,344 | $ | 509,528 | $ | 475,838 | ||||||||
Net investment income (Note 5) | 770 | 52 | 546 | 21 | ||||||||||||
TOTAL REVENUE | 1,139,665 | 1,253,396 | 510,074 | 475,859 | ||||||||||||
LOSSES AND EXPENSES | ||||||||||||||||
Operating and management expenses | 1,975,900 | 1,944,631 | 1,039,466 | 938,833 | ||||||||||||
TOTAL LOSSES AND EXPENSES | 1,975,900 | 1,944,631 | 1,039,466 | 938,833 | ||||||||||||
NET LOSS BEFORE TAX | (836,235 | ) | (691,235 | ) | (529,392 | ) | (462,974 | ) | ||||||||
Income tax expense (benefit) | 111,580 | (80,320 | ) | 30,580 | (62,320 | ) | ||||||||||
NET LOSS AFTER TAX | $ | (947,815 | ) | $ | (610,915 | ) | $ | (559,972 | ) | $ | (400,654 | ) | ||||
OTHER COMPREHENSIVE LOSS | ||||||||||||||||
Net unrealized holding losses arising during the period | — | — | — | — | ||||||||||||
OTHER COMPREHENSIVE LOSS | — | — | — | — | ||||||||||||
COMPREHENSIVE LOSS | $ | (947,815 | ) | $ | (610,915 | ) | $ | (559,972 | ) | $ | (400,654 | ) | ||||
RETAINED EARNINGS, BEGINNING OF PERIOD | $ | 3,725,600 | $ | 5,656,163 | $ | 3,337,757 | $ | 5,445,902 | ||||||||
Net (loss) income | (947,815 | ) | (610,915 | ) | (559,972 | ) | (400,654 | ) | ||||||||
Dividends | — | — | — | — | ||||||||||||
RETAINED EARNINGS, END OF PERIOD | $ | 2,777,785 | $ | 5,045,248 | $ | 2,777,785 | $ | 5,045,248 | ||||||||
Per share amounts | ||||||||||||||||
Net loss per share | ||||||||||||||||
Basic | $ | (1.53 | ) | $ | (0.99 | ) | $ | (0.90 | ) | $ | (0.65 | ) | ||||
Diluted | $ | (1.53 | ) | $ | (0.99 | ) | $ | (0.90 | ) | $ | (0.65 | ) | ||||
Dividends | $ | — | $ | — | $ | — | $ | — | ||||||||
Weighted average number of shares outstanding for the entire period | ||||||||||||||||
Basic | 619,392 | 619,392 | 619,392 | 619,392 | ||||||||||||
Diluted | 619,392 | 619,392 | 619,392 | 619,392 | ||||||||||||
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 June 30, 2023
Common | Additional | Retained | Accumulated (Losses) | Shares | Total | |||||||||||||||||||
BALANCE AT JANUARY 1, 2023 | $ | 995,253 | $ | 6,287,293 | $ | 3,725,600 | $ | — | $ | (9,272,496 | ) | $ | 1,735,650 | |||||||||||
Net loss | — | — | (387,843 | ) | — | — | (387,843 | ) | ||||||||||||||||
Other comprehensive loss | ||||||||||||||||||||||||
Unrealized gain on securities, net of reclassification adjustment | — | — | — | — | — | — | ||||||||||||||||||
BALANCE AT MARCH 31, 2023 | $ | 995,253 | $ | 6,287,293 | $ | 3,337,757 | $ | — | $ | (9,272,496 | ) | $ | 1,347,807 | |||||||||||
Net loss | — | — | (559,972 | ) | — | — | (559,972 | ) | ||||||||||||||||
Other comprehensive loss | ||||||||||||||||||||||||
Unrealized gain on securities, net of reclassification adjustment | — | — | — | — | — | — | ||||||||||||||||||
Purchase of shares by subsidiary, net | — | — | — | — | — | — | ||||||||||||||||||
BALANCE AT JUNE 30, 2023 | $ | 995,253 | $ | 6,287,293 | $ | 2,777,785 | $ | — | $ | (9,272,496 | ) | $ | 787,835 | |||||||||||
As of June 30, 2022
Common | Additional | Retained | Accumulated (Losses) | Shares | Total | |||||||||||||||||||
BALANCE AT JANUARY 1, 2022 | $ | 995,253 | $ | 6,287,293 | $ | 5,656,163 | $ | — | $ | (9,272,496 | ) | $ | 3,666,213 | |||||||||||
Net loss | — | — | (210,261 | ) | — | — | (210,261 | ) | ||||||||||||||||
Other comprehensive loss | ||||||||||||||||||||||||
Unrealized gain on securities, net of reclassification adjustment | — | — | — | — | — | — | ||||||||||||||||||
BALANCE AT MARCH 31, 2022 | $ | 995,253 | $ | 6,287,293 | $ | 5,445,902 | $ | — | $ | (9,272,496 | ) | $ | 3,455,952 | |||||||||||
Net loss | — | — | (400,654 | ) | — | — | (400,654 | ) | ||||||||||||||||
Other comprehensive loss | ||||||||||||||||||||||||
Unrealized gain on securities, net of reclassification adjustment | — | — | — | — | — | — | ||||||||||||||||||
Purchase of shares by subsidiary, net | — | — | — | — | — | — | ||||||||||||||||||
BALANCE AT JUNE 30, 2022 | $ | 995,253 | $ | 6,287,293 | $ | 5,045,248 | $ | — | $ | (9,272,496 | ) | $ | 3,055,298 | |||||||||||
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 | ||||
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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 | ||||||
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Net Cash (used in) provided by Investing Activities | (275,653 | ) | 326,114 | |||||
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FINANCING ACTIVITIES | ||||||||
Dividends paid | (303,919 | ) | (305,759 | ) | ||||
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Net Cash used in Financing Activities | (303,919 | ) | (305,759 | ) | ||||
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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 | ||||
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CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 5,249,801 | $ | 4,111,302 | ||||
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Six Months | Six Months | |||||||
OPERATING ACTIVITIES | ||||||||
Net Cash used in Operating Activities | $ | (678,433 | ) | $ | (1,257,089 | ) | ||
INVESTING ACTIVITIES | ||||||||
Purchases of property and equipment | (3,716 | ) | (67,972 | ) | ||||
Net Cash used in Investing Activities | (3,716 | ) | (67,972 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Net Cash provided by Financing Activities | — | — | ||||||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (682,149 | ) | (1,325,061 | ) | ||||
CASH, CASH EQUIVALENTS AND RESTRCITED CASH AT BEGINNING OF PERIOD | $ | 2,414,077 | $ | 3,477,714 | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 1,731,928 | $ | 2,152,653 | ||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
5
AMERINST INSURANCE GROUP, LTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SeptemberJune 30, 20172023
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, 20162022 and notes thereto, included in AmerInst’s Annual Report on Form10-K10-K for the year then ended.
Going Concern
In accordance with ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued.
In performing this evaluation, we concluded that under the standards of ASC 205-40 the Company’s continued erosion of unrestricted cash resources to fund operating expenses raises substantial doubt about our ability to continue as a going concern.
Protexure and Protexure Risk Purchasing Group, Inc. (“PRPG”), an Illinois corporation wholly owned by AmerInst Mezco, Ltd. have reached an agreement with MAC 43, LLC, an Ohio limited liability company (The “Purchaser”), for the sale of substantially all of the assets of Protexure and PRPG (other than cash and certain excluded assets) to the Purchaser for an aggregate purchase price of $1.5 million payable in cash at the closing of the transaction (the “Asset Sale”). The closing of the Asset Sale is subject to, among other things, the approval of the shareholders of the Company. If the Asset Sale is consummated, we will have no significant assets other than cash, no sources of revenue and expect to cease operations. We will not engage in any business activities except for dealing with post-closing matters, and then subject to further shareholder approval, liquidating our remaining assets, paying any debts and obligations, distributing the remaining proceeds, if any, to shareholders, and doing other acts required to voluntarily liquidate and wind up our business and affairs. The asset sale requires shareholder approval, therefore at this time managements plan is not deemed probable to mitigate the conditions that raise substantial doubt about our ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might result from the outcome of the uncertainty.
New Accounting Pronouncements
New Accounting Standards Adopted in 20172023
Revenue from Contracts with Customers
In May 2014, the FASB issued Accounting Standards Update2014-09, “Revenue from Contracts with Customers” (“ASU2014-09”). ASU2014-09 provides a framework, through a five-step process, for recognizing revenue from customers, improves comparability and consistency of recognizing revenue across entities, industries, jurisdictions and capital markets, and requires enhanced disclosures. Certain contracts with customers are specifically excluded from the scope of ASU2014-09, including; without limitation, insurance contracts accounted for under Accounting Standard Codification 944,Financial Services—Insurance. ASU2014-09 was effective on January 1, 2017 with retrospective adoption required for the comparative periods. The adoption of ASU2014-09 did not have a material impact on the Company’s consolidated financial statements.
6No new accounting standards adopted in 2023.
2. INVESTMENTS
The
Accounting Standards Not Yet Adopted
No accounting standards not yet adopted.
2. PROPERTY AND EQUIPMENT
Property and equipment, all associated with Protexure, at June 30, 2023 and December 31,2022 at cost, or amortized cost, gross unrealized holding gainsless accumulated depreciation and losses,amortization, totaled $490,526 and estimated fair value of the Company’s fixed maturity investments, by major security type, and equity securities as of September 30, 2017 and December 31, 2016 are$644,133 respectively 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 | Accumulated | Total | ||||||||||
June 30, 2023 | ||||||||||||
Furniture and fixtures | $ | 36,705 | $ | 35,757 | $ | 948 | ||||||
Office equipment | 107,392 | 103,710 | 3,682 | |||||||||
Computer equipment | 24,129 | 22,987 | 1142 | |||||||||
Internal use software | 1,873,180 | 1,388,426 | 484,754 | |||||||||
Total | $ | 2,041,406 | $ | 1,550,880 | $ | 490,526 | ||||||
Cost | Accumulated | Total | ||||||||||
December 31, 2022 | ||||||||||||
Furniture and fixtures | $ | 36,705 | $ | 35,284 | $ | 1,421 | ||||||
Office equipment | 107,392 | 100,027 | 7,365 | |||||||||
Computer equipment | 24,129 | 22,532 | 1,597 | |||||||||
Internal use software | 1,869,464 | 1,235,714 | 633,750 | |||||||||
Total | $ | 2,037,690 | $ | 1,393,558 | $ | 644,133 | ||||||
3. PREPAID EXPENSES AND OTHER ASSETS
7
The following tables summarizePrepaid expenses and other assets as at June 30, 2023 and December 31,2022 comprise 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:following:
| 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 September 30, 2017 | ||||||||||||||||||||||||
Fixed maturity investments: | ||||||||||||||||||||||||
U.S. government agency securities | $ | — | $ | — | $ | 950,621 | $ | (609 | ) | $ | 950,621 | $ | (609 | ) | ||||||||||
Obligations of states and political subdivisions | — | — | 1,294,633 | (5,080 | ) | 1,294,633 | (5,080 | ) | ||||||||||||||||
Corporate debt securities | 465,961 | (9,543 | ) | 2,360,057 | (15,102 | ) | 2,826,018 | (24,645 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total fixed maturity investments | 465,961 | (9,543 | ) | 4,605,311 | (20,791 | ) | 5,071,272 | (30,334 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Equity securities | 79,896 | (2,913 | ) | 1,041,790 | (68,690 | ) | 1,121,686 | (71,603 | ) | |||||||||||||||
Hedge fund | — | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total equity securities | 79,896 | (2,913 | ) | 1,041,790 | (68,690 | ) | 1,121,686 | (71,603 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total investments | $ | 545,857 | $ | (12,456 | ) | $ | 5,647,101 | $ | (89,481 | ) | $ | 6,192,958 | $ | (101,937 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
| 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 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
2023 | 2022 | |||||||
Prepaid expenses and other assets | 79,947 | 68,823 | ||||||
Accounts receivable | 566,049 | 462,567 | ||||||
Policy acquisition costs | 192,915 | 213,735 | ||||||
Building right of use asset | 103,956 | 47,120 | ||||||
| $ | 942,867 | $ | 792,245 | |||||
As of September 30, 2017 and December 31, 2016, there were 21 and 27 securities in an unrealized loss position with an estimated fair value of $6,192,958 and $7,811,779, respectively. As of September 30, 2017 and December 31, 2016, three and six of these securities had been in an unrealized loss position for 12 months or greater, respectively. As of September 30, 2017 and December 31, 2016, none of these securities were considered to be other-than-temporarily impaired. The Company has the intent to hold these securities for a sufficient period of time for the value to recover and it is not more likely than not that the Company will be required to sell these securities before their fair values recover above the adjusted cost. The unrealized losses from these 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.
4. ACCRUED EXPENSES AND OTHER LIABILITIES
8
Other-Than-Temporary Impairment Process
The Company assesses 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 if the Company has the intent to sell the fixed maturity investment or if it is more likely than not that the Company will be required to sell the fixed maturity investment before its anticipated recovery; and (2) assessing whether a credit loss exists, that is, where the Company expects 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,Accrued expenses and other relevant factors. Forliabilities as at June 30, 2023 and December 31,2022 comprise 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 considers a variety of factors in the assessment of a fixed maturity investment including: (1) the time period during which there has been a significant decline below cost; (2) the extent of the decline below cost and par; (3) the potential for the fixed maturity investment to recover in value; (4) an analysis of the financial condition of the issuer; (5) the rating of the issuer; and (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 conclude a security is other-than-temporarily impaired, we write 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, 2017 and December 31, 2016, relating to 12 and 16 fixed maturity securities, amounted to $30,334 and $89,937, respectively, and nine and 22 equity securities, amounted to $71,603 and $128,395, 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 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. 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.
Fair Value of Investments
Under existing U.S. GAAP, we are required to recognize certain assets at their fair value in our consolidated balance sheets. This includes 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-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) and unobservable inputs being the lowest level (Level 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:following:
2023 | 2022 | |||||||
Premiums payable | $ | 1,783,775 | $ | 1,686,066 | ||||
Accounts payable and accrued liabilities | 379,801 | 361,497 | ||||||
Unearned commission income | 122,702 | 138,222 | ||||||
Building lease liability | 103,948 | 51,651 | ||||||
Other liabilities | 109,260 | 109,369 | ||||||
| $ | 2,499,486 | $ | 2,346,805 | |||||
9
At each measurement date, we estimate the fair value of the security using various valuation techniques. We utilize, 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 utilize 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, 2017 and December 31, 2016 and what level within the fair value hierarchy each valuation technique resides:
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 obtain pricing from independent pricing services, management is ultimately responsible for determining the fair value measurements for all securities. To ensure fair value measurement is applied consistently and in accordance with U.S. GAAP, we periodically update our understanding of the pricing methodologies used by the independent pricing services. We also undertake further analysis with respect to prices we believe may not be representative of fair value under current market conditions. Our review process includes, 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, 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. Since the fair value of a security is an estimate of what a willing buyer would pay for such security if we sold it, we cannot know the ultimate value of our securities until they are sold. We believe the valuation techniques utilized provide 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 and December 31, 2016:
| 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 September 30, 2017 | ||||||||||||||||||||
U.S. government agency securities | $ | 1,402,876 | $ | 1,402,876 | $ | — | $ | 1,402,876 | $ | — | ||||||||||
Obligations of U.S. state and political subdivisions | 4,017,909 | 4,017,909 | 4,017,909 | |||||||||||||||||
Corporate debt securities | 6,201,882 | 6,201,882 | 6,201,882 | |||||||||||||||||
|
|
|
| |||||||||||||||||
Total fixed maturity investments | 11,622,667 | 11,622,667 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
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 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
Total investments | $ | 28,579,677 | $ | 28,579,677 | $ | 16,942,863 | $ | 11,622,667 | $ | — | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
| 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 | $ | — | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
There were no transfers between Levels 1 and 2 during the nine months ended September 30, 2017 and the year ended December 31, 2016.
11
The cost or amortized cost and estimated fair value of fixed maturity investments as of September 30, 2017 and December 31, 2016 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 | |||||||
As of September 30, 2017 | ||||||||
Due in one year or less | $ | 1,971,330 | $ | 1,974,410 | ||||
Due after one year through five years | 8,636,153 | 8,661,201 | ||||||
Due after five years through ten years | 449,292 | 448,686 | ||||||
Due after ten years | 539,057 | 538,370 | ||||||
|
|
|
| |||||
Total | $ | 11,595,832 | $ | 11,622,667 | ||||
|
|
|
| |||||
| 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 | ||||
|
|
|
| |||||
Information on sales and maturities of investments during the nine months ended September 30, 2017 and 2016 are as follows:
| September 30, 2017 | September 30, 2016 | |||||||
Total proceeds on 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 | ||||||
Total proceeds from maturities of fixed maturity investments | 1,450,000 | 1,035,000 | ||||||
Gross gains on sales | 1,245,755 | 1,956,107 | ||||||
Gross losses on sales | (18,493 | ) | (15,809 | ) | ||||
Impairment losses | (98,918 | ) | (219,417 | ) | ||||
Information on sales and maturities of investments during the three months ended September 30, 2017 and 2016 are as follows:
| September 30, 2017 | September 30, 2016 | |||||||
Total proceeds on sales ofavailable-for-sale securities | $ | 1,115,439 | $ | 2,232,934 | ||||
Proceeds from redemptions of hedge fund investments | 22,692 | — | ||||||
Proceeds from redemptions of fixed maturity investments | 80,000 | 1,114,403 | ||||||
Total proceeds from maturities of fixed maturity investments | 500,000 | 330,000 | ||||||
Gross gains on sales | 366,562 | 1,073,665 | ||||||
Gross losses on sales | (16,144 | ) | (14,597 | ) | ||||
Impairment losses | (73,646 | ) | (98,301 | ) | ||||
12
Major categories of net investment income during the ninesix months ended SeptemberJune 30, 2017 2023 and 20162022 are summarized as follows:
| September 30, 2017 | September 30, 2016 | June 30, | June 30, | |||||||||||||
Interest earned: | ||||||||||||||||
Fixed maturity investments | $ | 187,541 | $ | 139,274 | ||||||||||||
Short term investments and cash and cash equivalents | 14,488 | 3,056 | $ | 770 | $ | 52 | ||||||||||
Dividends earned | 213,358 | 169,351 | ||||||||||||||
Investment expenses | (109,385 | ) | (101,743 | ) | ||||||||||||
|
| |||||||||||||||
Net investment income | $ | 306,002 | $ | 209,938 | $ | 770 | $ | 52 | ||||||||
|
| |||||||||||||||
Major categories of net investment income during the three months ended SeptemberJune 30, 2017 2023 and 20162022 are summarized as follows:
| September 30, 2017 | September 30, 2016 | June 30, | June 30, | |||||||||||||
Interest earned: | ||||||||||||||||
Fixed maturity investments | $ | 64,440 | $ | 47,245 | ||||||||||||
Short term investments and cash and cash equivalents | 3,139 | 1,152 | $ | 546 | $ | 21 | ||||||||||
Dividends earned | 39,497 | 50,569 | ||||||||||||||
Investment expenses | (37,234 | ) | (35,145 | ) | ||||||||||||
|
| |||||||||||||||
Net investment income | $ | 69,842 | $ | 63,821 | $ | 546 | $ | 21 | ||||||||
|
| |||||||||||||||
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, 2017 and 2016:
| 2017 | 2016 | |||||||
Liability—beginning of period | $ | 8,941,991 | $ | 6,583,474 | ||||
Incurred related to: | ||||||||
Current year | 4,022,703 | 3,249,245 | ||||||
Prior years | — | — | ||||||
|
|
|
| |||||
Total incurred | 4,022,703 | 3,249,245 | ||||||
|
|
|
| |||||
Paid related to: | ||||||||
Current year | (187,963 | ) | (20,029 | ) | ||||
Prior years | (2,198,297 | ) | (669,615 | ) | ||||
|
|
|
| |||||
Total paid | (2,386,260 | ) | (689,644 | ) | ||||
|
|
|
| |||||
Liability—end of period | $ | 10,578,434 | $ | 9,143,075 | ||||
|
|
|
| |||||
As incurred losses for the nine months ended September 30, 2017 are derived by multiplying our estimated loss ratio of 64.5% and the net premiums earned, as stated in Results of Operations below, all incurred losses are assumed to be current year losses.
4.6. SEGMENT INFORMATION
AmerInst has two reportable segments: (1)(1) corporate segment formerly reinsurance activity,and corporate segment, through which also includes investmentsthe company provided reinsurance under the now commuted reinsurance agreements, conducted investment operations and conducts other corporate activities and (2)(2) insurance activity, through which the Company offers professional liability solutions to professional service firms under the Agency Agreement with C&F,Agreements, as defined in the “Overview” section below.
As of and for the Six Months Ended June 30, 2023 | ||||||||||||
Corporate Segment | Insurance | Total | ||||||||||
Revenues | $ | 770 | $ | 1,138,895 | $ | 1,139,665 | ||||||
Total expenses | 370,242 | 1,717,238 | 2,087,480 | |||||||||
Segment loss | (369,472 | ) | (578,343 | ) | (947,815 | ) | ||||||
Identifiable assets | — | 490,526 | 490,526 | |||||||||
13
As of and for the Six Months Ended June 30, 2022 | ||||||||||||
Corporate Segment | Insurance | Total | ||||||||||
Revenues | $ | 50 | $ | 1,253,346 | $ | 1,253,396 | ||||||
Total expenses | 322,149 | 1,542,162 | 1,864,311 | |||||||||
Segment loss | (322,099 | ) | (288,816 | ) | (610,915 | ) | ||||||
Identifiable assets | — | 785,680 | 785,680 | |||||||||
The tables below summarize the results of our reportable segments as of and for the ninethree months ended SeptemberJune 30, 2017 2023 and 2016.2022.
| As of and for the Nine Months Ended September 30, 2017 | As of and for the Three Months Ended June 30, 2023 | |||||||||||||||||||||||
| Reinsurance Segment | Insurance Segment | Total | Reinsurance | Insurance | Total | |||||||||||||||||||
Revenues | $ | 7,667,097 | $ | 3,553,826 | $ | 11,220,923 | $ | 546 | $ | 509,528 | $ | 510,074 | ||||||||||||
Total losses and expenses | 7,331,376 | 3,136,975 | 10,468,351 | |||||||||||||||||||||
Segment income | 335,721 | 416,851 | 752,572 | |||||||||||||||||||||
Total expenses | 243,253 | 826,793 | 1,070,046 | |||||||||||||||||||||
Segment loss | (242,707 | ) | (317,265 | ) | (559,972 | ) | ||||||||||||||||||
Identifiable assets | — | 269,789 | 269,789 | — | 490,526 | 490,526 | ||||||||||||||||||
| 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 | |||||||||||||||||||||
The tables below summarize the results of our reportable segments as of and for the three months ended September 30, 2017 and 2016.
| As of and for the Three Months Ended September 30, 2017 | As of and for the Three Months Ended June 30, 2022 | |||||||||||||||||||||||
| Reinsurance Segment | Insurance Segment | Total | Reinsurance | Insurance | Total | |||||||||||||||||||
Revenues | $ | 2,579,771 | $ | 1,164,418 | $ | 3,744,189 | $ | 21 | $ | 475,838 | $ | 475,859 | ||||||||||||
Total losses and expenses | 2,624,427 | 1,014,702 | 3,639,129 | |||||||||||||||||||||
Segment (loss) income | (44,656 | ) | 149,716 | 105,060 | ||||||||||||||||||||
Total expenses | 150,747 | 725,766 | 876,513 | |||||||||||||||||||||
Segment loss | (150,726 | ) | (249,928 | ) | (400,654 | ) | ||||||||||||||||||
Identifiable assets | — | 269,789 | 269,789 | — | 785,680 | 785,680 | ||||||||||||||||||
| 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 | |||||||||||||||||||||
5.
7. STOCK COMPENSATION
AmerInst Professional Services, Limited (“APSL”), a subsidiary of AmerInst,
Phantom Shares:
Protexure 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 ended September 30, 2017, 1,467 phantom shares were granted, arising from the dividends declared on the Company’s common shares. During the three months ended September 30, 2017,year, 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 employee attaining 65 yearsparticipant by the Company without cause, (iii) termination by the participant without good reason or (iv) change in control of age or within 60 days of such employee’s death or permanent disability, including if such death or permanent disability occurs before January 1, 2018 for the fourth employee.Company.
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 SeptemberJune 30, 2017.2023.
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.
A summary of the status of the stock option plan as of June 30, 2023 is as follows:
Vested | Weighted | Non-vested | Weighted | Total | Weighted | |||||||||||||||||||
Outstanding—January 1, 2023 | 43,100 | $ | 28.45 | 1,900 | $ | 30.46 | 45,000 | $ | 28.54 | |||||||||||||||
Granted | — | — | — | — | — | — | ||||||||||||||||||
Forfeited | (35,000 | ) | 27.99 | — | — | (35,000 | ) | 27.99 | ||||||||||||||||
Exercised | — | — | — | — | — | — | ||||||||||||||||||
Vested | 1,400 | 30.58 | (1,400 | ) | 30.58 | — | — | |||||||||||||||||
Outstanding—June 30, 2023 | 9,500 | $ | 30.46 | 500 | $ | 30.14 | 10,000 | $ | 30.45 | |||||||||||||||
Options exercisable at year end | — | — | — | — | — | — | ||||||||||||||||||
Weighted average fair value of options per share granted during the year | — | — | — | — | — | — | ||||||||||||||||||
Remaining contractual life (years) | 0.7 | 1.3 | 0.7 | |||||||||||||||||||||
A summary of the status of the stock option plan as of December 31,2022 is as follows:
Vested | Weighted | Non-vested | Weighted | Total | Weighted | |||||||||||||||||||
Outstanding—January 1, 2022 | 34,200 | $ | 28.43 | 10,800 | $ | 28.86 | 45,000 | $ | 28.54 | |||||||||||||||
Granted | — | — | — | — | — | — | ||||||||||||||||||
Forfeited | — | — | — | — | — | — | ||||||||||||||||||
Exercised | — | — | — | — | — | — | ||||||||||||||||||
Vested | 8,900 | 28.52 | (8,900 | ) | 28.52 | — | — | |||||||||||||||||
Outstanding—December 31, 2022 | 43,100 | $ | 28.45 | 1,900 | $ | 30.46 | 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) | 0.2 | 1.2 | 0.3 | |||||||||||||||||||||
The Company accounts for these options were granted to the Company’s directors at a strike price of $27.99,in accordance with U.S. 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 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 six months ended June 30, 2023 and 2022, respectively.
Item2.Management’s 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 20162022 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 20162022 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.firms. AmerInst has two reportable segments: (1) corporate activity previously called reinsurance activity,and corporate segment through which includes investmentsthe company conducts corporate and otheradministrative activities and (2) insurance activity, through which the Company offers professional liability solutions to professional service firms.firms under the Agency Agreements. The revenues of the reinsurancecorporate activity reportable segment and the insurance activity reportable segment were $7,667,097$770 and $3,553,826,$1,138,895, respectively, for the ninesix months ended SeptemberJune 30, 20172023 compared to $6,891,340$50 and $2,957,429,$1,253,346 respectively, for the ninesix months ended SeptemberJune 30, 2016.2022. 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.
15Agency Agreements with C&F and ISMIE
Entry into Agency Agreement
On September 25, 2009, APSLProtexure entered into an agency agreement (the “Agency“C&F 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 termIn 2021, C&F and Protexure signed an addendum to the C&F Agency Agreement which terminated the C&F Agency Agreement effective March 31, 2022. Under the terms of the addendum, Protexure was permitted to issue new and renewal professional liability policies on behalf of C&F with effective dates no later than March 31, 2022.
Effective January 1, 2022, Protexure entered into a Managing General Agency Agreement was(the “ISMIE Agency Agreement”) with Amwins Specialty Casualty Solutions, LLC for four yearspolicies written by ISMIE Mutual Insurance Company (“ISMIE”). Protexure is transitioning the lawyers’ and accountants’ professional liability policies previously written with automaticone-year renewals thereafter.C&F to ISMIE. Certain policies are and will also be written by the Hanover Insurance Company. The C&F Agency Agreement automatically renewed on September 25, 2017.and the ISMIE Agency Agreement are referred to herein as the “Agency Agreements.”
Entry into Reinsurance Agreement
We conduct ourpreviously conducted reinsurance business through AMIC Ltd., our subsidiary, which iswas 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 were not subject to the 50% quota share reinsurance to AMIC Ltd. The term of the Reinsurance Agreement iswas continuous and maycould be terminated by either party upon at least 120 days’ prior written notice to the other party. During the third quarter of 2021, C&F and AMIC Ltd. entered into the C&F Commutation Agreement, which became effective as of March 31, 2021, 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 Effective May 17, 2022, AMIC Ltd.’s Class 3A insurance license was cancelled by the Bermuda Monetary Authority (BMA) at AMIC Ltd.’s request.
Historical Relationship with CAMICO
From June 1, 2005 through May 31, 2009, we were a party to a reinsurance contract with CAMICO Mutual Insurance Company (“CAMICO”), a California-based writer of accountants’ professional liability business.
We decided not to renew the CAMICO contract and permitted the contract to expire pursuant to its terms on May 31, 2009. We remainremained potentially liable for claims related to coverage through May 31, 2009.
During the first quarter of 2022, CAMICO and AMIC Ltd. entered into the CAMICO Commutation Agreement, which became effective December 31, 2021, whereby CAMICO 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 contract between CAMICO and AMIC Ltd. In accordance with the CAMICO Commutation Agreement, in full satisfaction of AMIC Ltd.’s past present and future obligations and liabilities under the reinsurance contract between CAMICO and AMIC Ltd., an aggregate sum of $15,000 was paid by CAMICO to AMIC Ltd. in March 2022.
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 was renewed for one year beginning January 1, 20172023 and ending December 31, 2017.2023. 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 of Kansas City, Missouri, provides portfolio management of fixed-income 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
Six months ended SeptemberJune 30, 20172023 compared to ninesix months ended SeptemberJune 30, 20162022
We recorded net incomeloss of $752,572$947,815 for the ninesix months ended SeptemberJune 30, 20172023 compared to a net incomeloss of $1,043,717$610,915 for the same period in 2016. The decrease in net income was mainly attributable to the decrease in realized gains on investments net of impairment from $1,720,881 for the nine months ended September 30, 2016 to $1,128,344 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 to the increase in operating and management expenses from $3,720,350 for the nine months ended September 30, 2016 to $4,138,855 for the nine months ended September 30, 2017, as discussed in further detail below. This was partially offset by the increase in commission income from $2,957,272 for the nine months ended September 30, 2016 to $3,551,532 for the nine months ended September 30, 2017 as a result of a higher volume of premiums written under the Agency Agreement.
Our net premiums earned for the nine months ended September 30, 2017 were $6,235,045 compared to $4,960,678 for the nine months ended September 30, 2016, an increase of $1,274,367 or 25.7%. The net premiums earned for the nine months ended September 30, 2017 and 2016 were attributable to cessions from C&F under the Reinsurance Agreement.2022. The increase in net premiums earned under the Reinsurance Agreement during the first 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 Agreementloss is primarily due to the continued marketingincreased legal expenditure incurred on the potential asset sale of Protexure, a decrease in commissions earned on Hanover renewals offset by increased commissions earned on the program by APSL which resultedtransitioned business from C&F to ISMIE. Additionally, we recorded an income tax expense of $111,580 for the six months ended June 30, 2023 compared to an income tax benefit of $80,320 for the six months ended June 30, 2022, due to the valuation allowance recorded in greater penetration in targeted markets.
16
During the nine monthssix-month period ended SeptemberJune 30, 20172023 and 2016,2022, we recorded commission income under the Agency AgreementAgreements of $3,551,532$1,138,895 and $2,957,272,$1,253,344, respectively, an increasea decrease of $594,260$114,449 or 20.1%9.1%. This increase resulteddecrease was the result of lower renewal commissions earned on Hanover business, offset by the increased business on transitioned business from a higher volume of premiums written under the Agency Agreement in 2017 dueC&F to the continued marketing of the program by APSL which resulted in greater penetration in the targeted markets.ISME.
We recorded net investment income of $306,002$770 during the six-month period June 30, 2023 compared to $52 for the nine monthssix-month period ended SeptemberJune 30, 2017 compared to $209,938 for the nine months ended September 30, 2016.2022. The increase in net investment income was the result of holding more cash in the Bermuda Money Market Fund account.
We incurred operating and management expenses of $1,975,900 in the six-month period ended June 30, 2023 compared to $1,944,631 for the same period in 2022, an increase of 1.6% or $31,269. This increase is primarily due to the increase in dividend income,legal expenditures incurred on the potential asset sale of Protexure, offset by a reduction in management fees paid to Davies Captive Management Limited.
The tables below summarize the results of the following AmerInst reportable segments: (1)corporate segment, formerly reinsurance and corporate, through which was attributablethe company provided reinsurance under the now commuted reinsurance agreements, conducted investment operations and conducts other corporate activities and (2) insurance activity, through which the Company offers professional liability solutions to professional service firms under the Agency Agreements.
As of and for the Six Months Ended June 30, 2023 | ||||||||||||
Corporate Segment | Insurance | Total | ||||||||||
Revenues | $ | 770 | $ | 1,138,895 | $ | 1,139,665 | ||||||
Total expenses | 370,242 | 1,717,238 | 2,087,480 | |||||||||
Segment loss | (369,472 | ) | (578,343 | ) | (947,815 | ) | ||||||
Identifiable assets | — | 490,526 | 490,526 | |||||||||
As of and for the Six Months Ended June 30, 2022 | ||||||||||||
Corporate Segment | Insurance | Total | ||||||||||
Revenues | $ | 50 | $ | 1,253,346 | $ | 1,253,396 | ||||||
Total expenses | 322,149 | 1,542,162 | 1,864,311 | |||||||||
Segment loss | (322,099 | ) | (288,816 | ) | (610,915 | ) | ||||||
Identifiable assets | — | 785,680 | 785,680 | |||||||||
Three months ended June 30, 2023 compared to three months ended June 30, 2022
We recorded net loss of $559,972 for the three months ended June 30, 2023 compared to a certain higher yielding equity security heldnet loss of $400,654 for the three-months ended June 30, 2022. The increase in our investment portfolio duringnet loss is primarily due to the nine monthsincreased legal expenditure incurred on the potential asset sale of 2017Protexure. Additionally, we recorded an income tax expense of $30,580 for the three-month period ended June 30, 2023 compared to an income tax benefit of $62,320 for the samethree-month period ended June 30, 2022, due to the valuation allowance recorded in 2016the current period.
During the three-month period ended June 30, 2023 and 2022, we recorded commission income under the Agency Agreements of $509,528 and $475,838, respectively an increase of 33,690 or 7.1%. The increase is attributed primarily to the increase in interesttransitioned business from C&F to ISME, offset by the reduction in commissions on Hanover business and brokered book of business.
We recorded net investment income which was attributable to higher yielding fixed income securities held in the Company’s investment portfolioof $546 during the nine months of 2017three-month period ended June 30, 2023, compared to the same period in 2016. 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%$21 for the nine monthsthree-month period ended SeptemberJune 30, 2017, compared to the 1.0% yield earned for the nine months ended September 30, 2017.
Sales of securities during the nine months ended September 30, 2017 resulted in realized gains on investments net of impairment of $1,128,344 compared to $1,720,881 for the nine months ended September 30, 2016, 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.
For the nine months ended September 30, 2017, we recorded loss and loss adjustment expenses of $4,022,703 derived by multiplying our estimated loss ratio of 64.5% and the net premiums earned under the Reinsurance Agreement of $6,235,045. 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 $4,960,678.2022. The increase in loss and loss adjustment expenseinvestment income was primarily due 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 better than expected loss emergenceholding more cash in policy year 2013.the Bermuda Money Market Fund account.
We recorded policy acquisition costsincurred operating and management expenses of $2,306,793 for$1,039,466 in the nine months ended Septemberthree-month period June 30, 20172023 compared to $1,835,457$938,833 for the same period in 2016. 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. The policy acquisition costs recorded during the nine months ended September 30, 2017 and 2016 were 37% of the net premiums earned under the Reinsurance Agreement of $6,235,045 and $4,960,678, respectively.
We expensed operating and management expenses of $4,138,855 for the nine months ended September 30, 2017 compared to $3,720,350 for the same period in 2016,2022, an increase of $418,505$100,633 or 11.2%10.7%. TheThis increase wasis primarily attributabledue to increased net commissions paid to outside brokersthe increase in association withlegal expenditures incurred on the Agency Agreement.potential asset sale of Protexure,
The tables below summarize the results of the following AmerInst reportable segments: (1) reinsurance activity,and corporate, through which also includes investmentsthe company provided reinsurance under the now commuted reinsurance agreements, conducted investment operations and conducts other corporate activities and (2) insurance activity, through which the Company 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 | ||||||||||||
| Reinsurance Segment | Insurance Segment | Total | ||||||||||
Revenues | $ | 7,667,097 | $ | 3,553,826 | $ | 11,220,923 | ||||||
Total losses and expenses | 7,331,376 | 3,136,975 | 10,468,351 | |||||||||
Segment income | 335,721 | 416,851 | 752,572 | |||||||||
Identifiable assets | — | 269,789 | 269,789 | |||||||||
| 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 | |||||||||
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As of and for the Three Months Ended June 30, 2023 | ||||||||||||
Reinsurance | Insurance | Total | ||||||||||
Revenues | $ | 546 | $ | 509,528 | $ | 510,074 | ||||||
Total expenses | 243,253 | 826,793 | 1,070,046 | |||||||||
Segment loss | (242,707 | ) | (317,265 | ) | (559,972 | ) | ||||||
Identifiable assets | — | 490,526 | 490,526 | |||||||||
Three months ended September 30, 2017 compared to three months ended September 30, 2016
As of and for the Three Months Ended June 30, 2022 | ||||||||||||
Reinsurance | Insurance | Total | ||||||||||
Revenues | $ | 21 | $ | 475,838 | $ | 475,859 | ||||||
Total expenses | 150,747 | 725,766 | 876,513 | |||||||||
Segment loss | (150,726 | ) | (249,928 | ) | (400,654 | ) | ||||||
Identifiable assets | — | 785,680 | 785,680 | |||||||||
We recorded net income of $105,060 during third quarter of 2017 compared to net income of $762,897 for the same period in 2016. The decrease in net income was mainly attributable to the decrease in realized gains on investments net of impairment from $960,767 in the third quarter of 2016 to $276,772 in the third quarter of 2017 as a result of decreased sales of equity securities in an unrealized gain position during the third quarter of 2017 compared to the same period in 2016 and to the increase in operating and management expenses from $1,192,097 in the third quarter of 2016 to $1,370,383 in the third quarter of 2017, as discussed in further detail below. This was partially offset by the increase in commission income from $976,514 in the third quarter of 2016 to $1,163,669 in the third quarter of 2017 as a result of a higher volume of premiums written under the Agency Agreement
Our net premiums earned for the third quarter of 2017 were $2,233,906 compared to $1,844,243 for the third quarter of 2016, an increase of $389,663 or 21.1%. The net premiums earned during the quarters ended September 30, 2017 and 2016 were attributable to cessions from C&F under the Reinsurance Agreement. The increased cessions during the third quarter of 2017 compared to 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.
For the quarters ended September 30, 2017 and 2016, we recorded commission income under the Agency Agreement of $1,163,669 and $976,514, respectively, an increase of $187,155 or 19.2%. This increase resulted from a higher volume of premiums written under the Agency Agreement in 2017.
We recorded net investment income of $69,842 for the quarter ended September 30, 2017 compared to $63,821 for the quarter ended September 30, 2016. The increase in net investment income was due to a larger base of fixed income securities and equity securities held in the Company’s investment portfolio during the third quarter of 2017 compared to the same period in 2016. 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, compared to the .9% yield earned for the quarter ended September 30, 2016.
Sales of securities for the quarter ended September 30, 2017 resulted in realized gains on investments net of impairment of $276,772 compared to $960,767 during the quarter ended September 30, 2016, a decrease of $683,995 or 71.2%. The decrease in realized gains primarily related 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 better than expected loss emergence in policy year 2013.
We recorded policy acquisition costs of $826,778 in the third quarter of 2017 compared to $682,372 for the same period in 2016. 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. The policy acquisition costs recorded during the third quarter of 2017 and 2016 were 37% of the net premiums earned under the Reinsurance Agreement of $2,233,906 and $1,844,243, respectively.
We incurred operating and management expenses of $1,370,383 in the third quarter 2017 compared to $1,192,097 for the same period in 2016, an increase of $178,286 or 15%. The increase was primarily attributable to increased sub commission costs in relation to sub produced business associated with the Agency Agreement.
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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 | ||||||||||||
| Reinsurance Segment | Insurance Segment | Total | ||||||||||
Revenues | $ | 2,579,771 | $ | 1,164,418 | $ | 3,744,189 | ||||||
Total losses and expenses | 2,624,427 | 1,014,702 | 3,639,129 | |||||||||
Segment (loss) income | (44,656 | ) | 149,716 | 105,060 | ||||||||
Identifiable assets | — | 269,789 | 269,789 | |||||||||
| 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 | |||||||||
FINANCIAL CONDITION
As of September 30, 2017, our total investments were $28,579,677, an increase of $2,051,712 or 7.7%, from $26,527,965 at December 31, 2016. This increase was primarily due to the increase in the fair value of certain equity securities as a result of favorable market conditions and to the purchase of additional equity securities with both net premiums received under the Reinsurance Agreement and positive cash inflows derived from net investment income.
The cash and cash equivalents balance increaseddecreased from $4,631,709$2,414,077 at December 31, 20162022 to $5,249,801$1,731,928 at SeptemberJune 30, 2017, an increase2023, a decrease of $618,092$682,149 or 13.3%28.3%. The amountThis decrease resulted primarily from cash outflows associated with the funding of cashour day-to-day operations.
Prepaid expenses and cash equivalents varies depending on the maturities of fixed term investments and the level of funds invested in money market funds. The restricted cash and cash equivalents balance increased from $23,392other assets were $942,867 at June 30, 2023 compared to $792,245 at December 31, 20162022. The balance primarily relates to $120,414 at September 30, 2017, an increase of $97,022 or 414.8%. The increase is(1) premiums due to the timing of sales 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.
The assumed reinsurance balances receivable represents the current assumed premiums receivable less commissions payable to the fronting carriers. As of September 30, 2017, the balance was $1,471,134 compared to $1,285,126 as of December 31, 2016. The increase resulted from a higher level of premiums assumedProtexure under the Reinsurance Agreement during 2017.
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.Agency Agreements, (2) policy acquisition costs and (3) other prepaid expenses. This balance fluctuates due to the timing of losses being reported to us.the prepayments and the receipt of premiums by Protexure.
Deferred policy acquisition costs, which represent the deferral of ceding commission expense related to premiums not yet earned, increased from $1,384,915 at December 31, 2016 to $1,730,956 at September 30, 2017. The increase in deferred policy acquisition costs in 2017 was due to the increase in both net premiums written and unearned premiums assumed under the Reinsurance Agreement compared to the prior year. The ceding commission rate under the Reinsurance Agreement is 37%.
Prepaid expenses and other assets were $1,539,444 at September 30, 2017 compared to $1,398,739 as of December 31, 2016. The balance primarily relates to (1) prepaid directors’ and officers’ liability insurance costs, (2) the prepaid directors’ retainer, (3) prepaid professional fees and (4) premiums due to APSL under the Agency Agreement. The increase in the balance was partially attributable to the annual director fee payments to the Company’s directors made in June 2017 relating to the period from June 1, 2017 to May 31, 2018.
Accrued expenses and other liabilities primarily represent premiums payable by APSLProtexure to C&FISMIE under the ISMIE Agency Agreement and expenses accrued relating largely to professional and director fees. The balance decreasedincreased from $4,035,617$2,346,805 at December 31, 20162022 to $3,762,664$2,499,486 at SeptemberJune 30, 2017, a decrease2023, an increase of $272,953$152,681 or 6.8%6.5%. This balance fluctuates due to the timing of the premium payments to C&FISMIE and payments of professional fees.
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LIQUIDITY AND CAPITAL RESOURCES
Our cash inflows consist of commission income generated by our operating subsidiary, Protexure. Our cash needs consist of settlement of losses(i) settling expenses and expenses under our reinsurance treaties and(ii) fundingday-to-day operations. In continuing the implementation of our business plan, our management expects to meet these cash needs from cash flows arising from 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 from time to time without resorting to borrowing, subject to Bermuda statutory limitations as discussed in our 2016 Form10-K.
Total cash, investments and other invested assets increaseddecreased from $31,673,066$2,414,077 at December 31, 20162022 to $34,439,892$1,731,928 at SeptemberJune 30, 2017, an increase2023, a decrease of $2,766,826$682,149 or 8.7%28.3%. The net increasedecrease resulted primarily from positive cash inflows derived from net investment incomeoutflows associated with the funding of our day-to-day operations.
As described in Note 1 to the Unaudited Condensed Consolidated Financial Statements above, substantial doubt exists about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that the unaudited condensed consolidated financial statements attached to this Quarterly Report on Form 10-Q were issued. Accordingly, the financial statements do not include any adjustments relating to the recoverability and net premiums received under the Reinsurance Agreement inclassification of recorded asset amounts or the amount and classification of $1,731,307, partially offset by dividends of $303,919 paid during the first nine months of 2017.
The Bermuda Monetary Authority has authorized Investco to purchase our common shares, on a negotiated basis, from shareholders who have died or retiredliabilities that might result from the practiceoutcome of public accounting. During the nine months ended September 30, 2017, no such transactions occurred. Through September 30, 2017, Investco had repurchased 191,896 common shares from shareholders who had died or retireduncertainty.
Protexure and Protexure Risk Purchasing Group, Inc. (“PRPG”), an Illinois corporation wholly owned by AmerInst Mezco, Ltd. have reached an agreement with MAC 43, LLC, an Ohio limited liability company (The “Purchaser”), for a totalthe sale of substantially all of the assets of Protexure and PRPG (other than cash and certain excluded assets) to the Purchaser for an aggregate purchase price of $5,435,936. From time$1.5 million payable in cash at the closing of the transaction (the “Asset Sale”). The closing of the Asset Sale is subject to, time, Investco has also purchased sharesamong other things, the approval of the shareholders of the Company.
If the Asset Sale is consummated, we will have no significant assets other than cash, no sources of revenue, and expect to cease operations and to not engage in privately negotiated transactions. Through September 30, 2017, Investco had purchased an additional 75,069 common sharesany business activities except for dealing with post-closing matters and, subject to further shareholder approval, liquidating our remaining assets, paying any debts and obligations, distributing the remaining proceeds, if any, to shareholders, and doing other acts required to voluntarily liquidate and wind up our business and affairs. If our board of directors determines to voluntarily liquidate and wind up the Company, it will submit a proposal to the shareholders recommending such actions. We will pay or make provision for payment of our known or reasonably ascertainable liabilities that have been incurred or are expected to be incurred prior to liquidation. After that, the shareholders will be invited to approve resolutions placing the Company into voluntary liquidation and appointing a liquidator. A liquidator will be obliged to distribute surplus assets, if any (after settling any remaining liabilities), to the shareholders in such privately negotiated transactions for a total purchase priceproportion to their respective interests in the Company.
If the Asset Sale is not completed, our board of $1,109,025. Duringdirectors will evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to our shareholders as the nine months ended September 30, 2017, no such transactions occurred.Asset Sale.
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.six-month period June 30, 2023. 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.
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, 20162022 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.
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.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As of SeptemberJune 30, 2017,2023, 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 SeptemberJune 30, 2017,2023, 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—II—OTHER INFORMATION
Item 1. | Legal Proceedings |
We are
The Company is not a party to variousany material 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 whichproceedings.
Item 1A. | Risk Factors |
As a small reporting company, 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 generallynot required to be finally settled by arbitration.
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In addition to the other information set forth inmake disclosures under this Quarterly Report on Form10-Q, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2016 Annual Report on Form10-K, as updated in our subsequent quarterly reports. The risks described in our 2016 Annual Report on Form10-K 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.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
On July 1, 2017, the Company transferred an aggregate of 2,548 shares 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.
None.
Item 3. | Defaults Upon Senior Securities. |
None.
Item 4. | Mine Safety Disclosures |
Not applicable.
Item 5. | Other Information |
None.
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Item 6. | Exhibits |
(a) Exhibits
Exhibit Number | Description | |
| 2.1 | Asset Purchase Agreement, dated as of June 15, 2023, by and among MAC 43, LLC, Protexure Insurance Agency, Inc., and Protexure Risk Purchasing Group, Inc. | |
| | ||
31.1 | ||
| | ||
31.2 | Certification of Thomas R. McMahon pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| | ||
32.1 | ||
| | ||
32.2 | ||
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
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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, 2017SIGNATURES
|
| |
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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: August 2, 2023 | |||||||
AMERINST INSURANCE GROUP, LTD. | |||||||
(Registrant) | |||||||
By: | /s/ JOSEPH P. MURPHY | ||||||
| |||||||
President (Principal Executive Officer, duly authorized to sign this Report in such capacity and on behalf of the Registrant) | |||||||
By: | /s/ THOMAS R. MCMAHON | ||||||
| |||||||
Chief Financial Officer (Principal Financial Officer, duly authorized to sign this Report in such capacity and on behalf of the Registrant) | |||||||
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