AMERINST INSURANCE GROUP LTD – 10-Q – 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 Form 10-Q.
Certain statements contained in this Form 10-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 2021 Annual Report on Form 10-K, as updated in our
subsequent quarterly reports filed on Form 10-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 2021 Annual Report on Form 10-K or discussed in
this Quarterly Report on Form 10-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 toAmerInst 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. "Protexure" meansProtexure Insurance Agency, Inc. , aDelaware corporation and wholly owned subsidiary ofAmerInst Mezco, Ltd. which is a wholly owned subsidiary of AmerInst. Our principal offices are c/oDavies Captive Management Limited ,25 Church Street ,Continental Building , P.O. Box HM 1601,Hamilton, Bermuda , HM GX. 12 --------------------------------------------------------------------------------AmerInst Insurance Group, Ltd. is aBermuda holding company formed in 1998 that provides insurance protection for professional service firms. AmerInst has two reportable segments: (1) reinsurance and corporate, previously called the reinsurance segment, through which the 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. The revenues of the reinsurance and corporate activity reportable segment and the insurance activity reportable segment were$1,450 and$1,743,344 respectively, for the nine months endedSeptember 30, 2022 compared to$3,212,581 and$2,656,916 , respectively, for the nine months endedSeptember 30, 2021 . The revenues for both reportable segments were derived from business operations inthe United States other than interest income on bank accounts maintained inBermuda .
Agency Agreements with C&F and ISMIE
OnSeptember 25, 2009 , Protexure entered into an agency agreement (the "C&F Agency Agreement") withThe North River Insurance Company ,United States Fire Insurance Company ,Crum & Forster Indemnity Company ,Crum and Forster Insurance Company , andCrum & Forster Specialty Insurance Company (collectively, "C&F") pursuant to which C&F appointed Protexure 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 ofthe United States and theDistrict of Columbia . The initial term of the C&F Agency Agreement was for four years with automatic one-year renewals thereafter.The C&F Agency Agreement automatically renewed onSeptember 25, 2021 . In 2021, C&F and Protexure signed an addendum to the C&F Agency Agreement which terminated the C&F Agency Agreement effectiveMarch 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 thanMarch 31, 2022 . EffectiveJanuary 1, 2022 , Protexure entered into aManaging General Agency Agreement (the "ISMIE Agency Agreement") withAmwins Specialty Casualty Solutions, LLC . for policies written byISMIE Mutual Insurance Company ("ISMIE"). Protexure is transitioning the lawyers and accountants' professional liability policies previously written with C&F to ISMIE. Certain policies are and will also be written by theHanover Insurance Company .The C&F Agency Agreement and the ISMIE Agency Agreement are referred to herein as, collectively, the "Agency Agreements." Reinsurance Agreement We previously conducted reinsurance business throughAMIC Ltd. , our subsidiary, which was a registered insurer inBermuda . OnSeptember 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, andAMIC Ltd. agreed to accept as reinsurance, a 50% quota share of C&F's liability under insurance written by Protexure on behalf of C&F and classified by C&F as accountants' professional liability and lawyers' professional liability, subject toAMIC Ltd.'s surplus limitations. Policies written by insurers other than C&F were not subject to the 50% quota share reinsurance toAMIC Ltd. The term of the Reinsurance Agreement was continuous and could be terminated by either party upon at least 120 days' prior written notice to the other party. Following the commutation of all of AMIC's reinsurance business and the decision by the Company's board of directors not to resume reinsurance operations through AMIC, the Company made an application to the BMA to cancel AMIC's insurance license. EffectiveMay 17, 2022 AMIC Ltd.'s Class 3A insurance license was cancelled by theBermuda Monetary Authority . During the third quarter of 2021,C&F and AMIC Ltd. entered into the C&F Commutation Agreement, which became effective as ofMarch 31, 2021 , wherebyC&F and AMIC Ltd. agreed to fully and finally settle and commute all their respective past, present and future obligations and liabilities, known and unknown, under the Reinsurance Agreement. In accordance with the C&F Commutation Agreement, in full satisfaction ofAMIC Ltd.'s past, present and future obligations and liabilities under the Reinsurance Agreement, an aggregate sum of$26,076,000 was paid byAMIC Ltd. to C&F inOctober 2021 .
Historical Relationship with CAMICO
From
contract with
writer of accountants' professional liability business.
We decided not to renew the CAMICO contract and permitted the contract to expire pursuant to its terms onMay 31, 2009 . We remained potentially liable for claims related to coverage throughMay 31, 2009 . 13 -------------------------------------------------------------------------------- During the first quarter of 2022,CAMICO and AMIC Ltd. entered into the CAMICO Commutation Agreement, which became effectiveDecember 31, 2021 , wherebyCAMICO 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 betweenCAMICO and AMIC Ltd. In accordance with the CAMICO Commutation Agreement, in full satisfaction ofAMIC Ltd.'s past present and future obligations and liabilities under the reinsurance contract betweenCAMICO and AMIC Ltd. , an aggregate sum of$15,000 was paid by CAMICO toAMIC Ltd. inMarch 2022 .
Third-party Managers and Service Providers
Davies Captive Management Limited provides the day-to-day services necessary for the administration of our business. Our agreement withDavies Captive Management Limited renewed for one year beginningJanuary 1, 2022 and endingDecember 31, 2022 . Mr.Thomas R. McMahon , our Treasurer and Chief Financial Officer, is an officer, director, and employee ofDavies Captive Management Limited . RESULTS OF OPERATIONS
Nine months ended
2021
We recorded a net loss of$1,052,624 for the nine months endedSeptember 30, 2022 compared to a net loss of 704,043 for the same period in 2021. The increase in net loss is due primarily to a reduction in earned premium, partially offset by reductions in losses and loss expenses and policy acquisition costs; a reduction in commission income; and reductions in net investment income and net realized and unrealized gains on investments, partially offset by a reduction in operating and management expenses. Our net premiums earned for the nine months endedSeptember 30, 2022 , were$0 compared to$2,581,408 for the same period in 2021, a decrease of$2,581,408 or 100%. The net premiums earned during the quarter endedSeptember 30, 2021 , were attributable to cessions from C&F under the Reinsurance Agreement. The Company entered into the C&F Commutation Agreement with C&F effectiveMarch 31, 2021 , and no premiums subsequent to that date were ceded pursuant to the Reinsurance Agreement. During the nine-month period endedSeptember 30, 2022 and 2021, we recorded commission income under the Agency Agreements of$1,743,342 and$2,656,532 , respectively, a decrease of$913,190 or 34.4%. This decrease resulted from the lower volume of premiums written under the Agency Agreements during the nine-month period endedSeptember 30, 2022 compared to the same period in 2021, which is primarily attributed to the decrease in premiums written under the C&F agency agreement offset by the increase in premiums written under the ISMIE agency agreement. We recorded net investment income of$1,452 during the nine-month period endedSeptember 30, 2022 compared to$204,624 , for the nine-months endedSeptember 30, 2021 . The decrease in net investment income was primarily the result of theSeptember 2021 liquidation of the Company's entire investment in fixed income securities and equity securities and also a decrease in interest earned on short term investments and cash and cash equivalents. 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 0% for the nine-months endedSeptember 30, 2022 , compared to the 0.9% yield earned for the same period in 2021. We recorded net realized and unrealized gains on investments of$0 during the nine-month period endedSeptember 30, 2022 compared to net realized and unrealized gains of$426,933 during the nine-month period endedSeptember 30, 2021 , a decrease of$426,933 or 100%. The decrease is attributed to theSeptember 2021 liquidation of the Company's entire investment in fixed income securities and equity securities. For the nine months endedSeptember 30, 2022 , we recorded loss and loss adjustment expenses of$0 . For the same period in 2021, we recorded loss and loss adjustment expenses of$1,504,764 . The decrease in loss and loss adjustment expense was due to the commutation of business under the reinsurance agreements. We recorded policy acquisition costs of$0 for the nine months endedSeptember 30, 2022 compared to$1,405,774 for the same period in 2021. Policy acquisition costs, which are primarily ceding commissions paid to the ceding insurer, are established as a percentage of premiums earned. The policy acquisition costs recorded during the nine-month period endedSeptember 30, 2022 and 2021 were 0% and 54% of the net premiums earned under the Reinsurance Agreement of$0 and$2,581,408 , respectively. The policy acquisition costs recorded during the nine months endedSeptember 30, 2021 represented the net of (i)$955,122 , being 37% of the$2,581,408 in net premiums earned under the Reinsurance Agreement as atMarch 31, 2021 , which is the effective date of the Commutation Agreement and (ii) the reversal of the established premium deficiency reserve atDecember 31, 2020 of$985,876 and the reversal of the remaining deferred policy acquisition cost balance of$1,436,528 , with both reversals being attributed to the Commutation Agreement. The decrease in policy acquisition costs was attributable to the decrease in premiums earned, which was due to the commutation of business under the reinsurance agreements. 14 -------------------------------------------------------------------------------- We incurred operating and management expenses of$2,407,713 in the nine-month period endedSeptember 30, 2022 compared to$3,699,146 for the same period in 2021, a decrease of$1,291,433 or 34.9%. The decrease was primarily attributable to (i) decreased director's expenses due to the elimination of retainers paid to directors as a part of compensation (ii) decreased salaries and related costs associated with Protexure's reduction in personnel during 2022 and 2021in its effort to reduce overall costs (iii) decreased sub commission expenses resulting from a decrease in sub produced premiums and (iv) reduction in fees to third-party managers and service providers. Additionally, Protexure qualified for payroll retention credits in the amount of$417,559 which are included as a reduction to the operating and management expenses As required by Accounting Standards Codification ("ASC") Topic 740, Income Taxes, management has assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax asset which is made up primarily by NOL carryforwards. A valuation allowance of$624,000 was recorded as ofDecember 31, 2021 . As ofSeptember 30, 2022 , the valuation allowance has increased by$445,000 to$1,069,000 to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The increase in valuation allowance is the result of cumulative losses incurred in 2021 and through the third quarter of 2022, as well as the difficulty in providing reasonable projections beyond a five-year period due to the change in agency agreements and the uncertainty around certain states Protexure can write business in. The amount of the deferred tax asset considered reasonable could be adjusted if future estimates of taxable income during the carryforward period change, or if objective negative evidence in the form of cumulative losses is no longer present, where we can then apply additional weight to subjective evidence such as our growth projections. The tables below summarize the results of the following AmerInst reportable segments: (1) reinsurance and corporate, previously called the reinsurance segment, through which the 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 Nine
Months Ended
Reinsurance
and Insurance
Corporate Segment Total
Revenues $ 1,450 $ 1,743,344 $ 1,744,794
Total losses and expenses 438,696 2,358,722 2,797,418
Segment income (loss) (437,246 ) (615,378 ) (1,052,624 )
Identifiable assets - 700,980 700,980
As of and for the Nine
Months Ended
Reinsurance Insurance
and Corporate Segment Total
Revenues $ 3,212,581 $ 2,656,916 $ 5,869,497
Total losses and expenses 3,814,799 2,758,741 6,573,540
Segment income (loss) (602,218 ) (101,825 ) (704,043 )
Identifiable assets - 950,251 950,251
Three months ended
30, 2021
We recorded net loss of$441,709 for the three months endedSeptember 30, 2022 compared to a net loss of$955,112 for the three-months endedSeptember 30, 2021 . The decrease in net loss can be attributed primarily to the increase in premiums earned offset by the increase in loss and loss adjustment expenses in the same period. The decrease in commission income and investment income was offset by the decrease in policy acquisition costs and operating and management expenses for the three-month period. Our net premiums earned for the three months endedSeptember 30, 2022 , were$0 compared to$(1,737,803) for the same period in 2021, an increase of$1,737,803 or 100%. The net premiums earned during the quarter endedSeptember 30, 2021 , were attributable to cessions from C&F under the Reinsurance Agreement. The premiums earned for the third quarter of 2021 represents the reversal of the second quarter cession as the result of the Commutation Agreement, which has an effective date ofMarch 31, 2021 During the three-month period endedSeptember 30, 2022 and 2021, we recorded commission income under the Agency Agreements of$489,998 and$808,896 , respectively, a decrease of$318,898 or 39.4%. This decrease resulted from the lower volume of premiums written under the Agency Agreements during the three-month period endedSeptember 30, 2022 compared to the same period in 2021, which is primarily attributed to the decrease in premiums as a result of the termination of the C&F agency agreement. We recorded net investment income of$1,400 during the three-month period endedSeptember 30, 2022 , compared to$57,893 , for the three-months endedSeptember 30, 2021 . The decrease in net investment income was primarily the result of theSeptember 2021 liquidation of the Company's entire investment in fixed income securities and equity securities and also a decrease in interest earned on short term investments and cash and cash equivalents. 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 0% for the three-months endedSeptember 30,2022 , compared to the 0.8% yield earned for the same period in 2021. 15
-------------------------------------------------------------------------------- We recorded net realized and unrealized gains on investments of$0 during the three-month period endedSeptember 30, 2022 compared to net realized and unrealized gains of$344,852 during the three-month period endedSeptember 30, 2021 , a decrease of$344,852 or 100%. The decrease is attributed to theSeptember 2021 liquidation of the Company's entire investment in fixed income securities and equity securities. For the three months endedSeptember 30, 2022 , we recorded loss and loss adjustment expenses of$0 . For the same period in 2021, we recorded loss and loss adjustment expenses of$(1,259,530) . The losses and loss adjustment expenses for the third quarter of 2021 represented (i) the reversal of the second quarter cession under the Reinsurance Agreement as the result of the Commutation Agreement which had an effective date ofMarch 31, 2021 and (ii) the recording of a$147,377 gain under the Commutation Agreement. We recorded policy acquisition costs of$0 during the three-months endedSeptember 30, 2022 compared to$579,317 for the same period in 2021. Policy acquisition costs, which are primarily ceding commissions paid to the ceding insurer, were established as a percentage of premiums earned. The decrease in policy acquisition costs was attributable to the decrease in premiums earned, which was due to the commutation of business under the reinsurance agreements. We incurred operating and management expenses of$463,082 in the three-month period endedSeptember 30, 2022 compared to$1,135,526 for the same period in 2021, a decrease of$672,444 or 59.2%. The decrease is primarily attributable to recognizing the payroll retention credits Protexure qualified for from 2020-2021. The decrease was also attributable to (i) decreased director's expenses due to the elimination of retainers paid to directors as a part of compensation (ii) decreased salaries and related costs associated with Protexure's reduction in personnel during 2022 and 2021in its effort to reduce overall costs (iii) decreased sub commission expenses resulting from a decrease in sub produced premiums and (iv) reduction in fees to third-party managers and service providers. As required by Accounting Standards Codification ("ASC") Topic 740, Income Taxes, management has assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax asset which is made up primarily by NOL carryforwards. A valuation allowance of$624,000 was recorded as ofDecember 31, 2021 . As ofSeptember 30, 2022 , the valuation allowance has increased by$445,000 to$1,069,000 to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The increase in valuation allowance is the result of cumulative losses incurred in 2021 and through the third quarter of 2022, as well as the difficulty in providing reasonable projections beyond a five-year period due to the change in agency agreements and the uncertainty around certain states Protexure can write business in. The amount of the deferred tax asset considered reasonable could be adjusted if future estimates of taxable income during the carryforward period change, or if objective negative evidence in the form of cumulative losses is no longer present, where we can then apply additional weight to subjective evidence such as our growth projections. The tables below summarize the results of the following AmerInst reportable segments: (1) reinsurance and corporate, previously called the reinsurance segment, through which the 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 Three
Months Ended
Reinsurance Insurance
and Corporate Segment Total
Revenues $ 1,400 $ 489,998 $ 491,398
Total losses and expenses 116,547 816,560 803,592
Segment (loss) income (115,147 ) (326,562 ) (441,709 )
Identifiable assets - 700,980 700,980
As of and for the Three Months Ended September 30, 2021
Reinsurance Insurance
and Corporate Segment Total
Revenues $ (1,335,096 ) $ 808,934 $ (526,162 )
Total losses and expenses (443,869 ) 872,819 428,950
Segment (loss) income (891,227 ) (63,885 ) (955,112 )
Identifiable assets - 950,251 950,251
FINANCIAL CONDITION
The cash and cash equivalents balance decreased from $3,477,714 at December 31,
2021 to $2,037,046 at September 30, 2022 , a decrease of $1,440,668 or 41.4%. The
net decrease resulted primarily from cash outflows associated with the funding
of our day-to-day operations and settlement of accrued liabilities.
Prepaid expenses and other assets were $1,404,978 at September 30, 2022 compared
to $1,091,815 at December 31, 2021 . The balance primarily relates to (1) prepaid
directors' and officers' liability insurance costs, (2) prepaid professional
fees and (3) premiums due to Protexure under the Agency Agreements. This balance
fluctuates due to the timing of the prepayments and the receipt of premiums by
Protexure. Additionally, Protexure qualified for payroll retention credits in
the amount of $417,559 with the receivable from the United States Treasury
included in this balance. The payroll retention credits were collected in
October 2022 .
16
-------------------------------------------------------------------------------- Accrued expenses and other liabilities primarily represent premiums payable by Protexure cedants under Agency Agreements and expenses accrued relating largely to professional fees. The balance decreased from$2,860,876 atDecember 31, 2021 to$2,182,415 atSeptember 30, 2022 , a decrease of$683,799 or 23.9%. This balance fluctuates due to the timing of the premium payments and payments of professional fees.
LIQUIDITY AND CAPITAL RESOURCES
Our cash needs consist of i) settling expenses and (ii) funding day-to-day operations. Our management expects that our unrestricted cash balance will be sufficient to meet our cash needs and fund our day-to-day operations over the next twelve-month period. Total cash, investments and other invested assets decreased from$3,477,714 atDecember 31, 2021 to$2,037,046 atSeptember 30, 2022 , a decrease of$1,440,668 or 41.4%. The net decrease resulted primarily from cash outflows associated with the funding of our day-to-day operations and settlement of accrued liabilities. The Company continues to receive approval from ISMIE to write in additional states for lawyers and accountants and thus the Company is confident it will be able to convert C&F expiring business and business expiring with other companies to ISMIE throughout the remainder of 2022. TheBermuda Monetary Authority has authorizedAMIC Ltd. to purchase our common shares, on a negotiated basis, from shareholders who have died or retired from the practice of public accounting. From its inception throughSeptember 30, 2022 ,AMIC Ltd. had repurchased 232,979 common shares from shareholders who had died or retired at an aggregate purchase price of$6,653,703 . During the nine months endedSeptember 30, 2022 , no such transactions occurred. From time to time,AMIC Ltd. has also purchased shares in privately negotiated transactions. From its inception throughSeptember 30, 2022 ,AMIC Ltd. has purchased an additional 75,069 common shares in such privately negotiated transactions at an aggregate purchase price of$1,109,025 . During the nine months endedSeptember 30, 2022 , no such transactions occurred. Cash Dividends We paid no dividends during the nine-month period endedSeptember 30, 2022 . Since we began paying dividends in 1995, our original shareholders have received$22.87 in cumulative dividends per share. 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. 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 Form 10-K for the year ended
incorporated herein by reference. Due to the commutation agreements "Unpaid
Losses and Loss Adjustment Expense Reserves" and "Other than Temporary
Impairment of Investments" are no longer considered critical accounting
policies.
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 at100 F Street, NE ,Washington, DC 20549. Please call the Commission at 1-800-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 is www.sec.gov. Our internet site is www.amerinst.bm. We make available free of charge through our internet site our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-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 on www.amerinst.bm our Memorandum of Association, our Bye-Laws, our Statement of Share Ownership Policy, Charters for our Audit Committee andGovernance 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/oDavies Captive Management Limited ,25 Church Street ,Continental Building , P.O. Box HM 1601Hamilton, Bermuda HM GX, Attention: Investor Relations (441) 295-2185. The information on our internet site is not incorporated by reference into this report. 17
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