AMERINST INSURANCE GROUP LTD - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations - Insurance News | InsuranceNewsNet

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November 15, 2022 Newswires
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AMERINST INSURANCE GROUP LTD – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses
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 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. "Protexure" means Protexure Insurance Agency,
Inc., a Delaware corporation and wholly owned subsidiary of AmerInst Mezco, Ltd.
which is a wholly owned subsidiary of AmerInst. Our principal offices are c/o
Davies Captive Management Limited, 25 Church Street, Continental Building, P.O.
Box HM 1601, Hamilton, Bermuda, HM GX.



                                       12
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AmerInst Insurance Group, Ltd. is a Bermuda 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 ended September 30, 2022
compared to $3,212,581 and $2,656,916, respectively, for the nine months ended
September 30, 2021. 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.



Agency Agreements with C&F and ISMIE




On September 25, 2009, Protexure entered into an agency agreement (the "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 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 of the United States
and the District 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 on September 25, 2021.



In 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 (the "ISMIE Agency Agreement") with Amwins Specialty Casualty
Solutions, LLC. for policies written by ISMIE 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 the Hanover 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 through AMIC Ltd., our subsidiary,
which was 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 Protexure 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 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.
Effective May 17, 2022 AMIC Ltd.'s Class 3A insurance license was cancelled by
the Bermuda Monetary Authority.



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.  In accordance with the C&F
Commutation Agreement, in full satisfaction of AMIC Ltd.'s past, present and
future obligations and liabilities under the Reinsurance Agreement, an aggregate
sum of $26,076,000 was paid by AMIC Ltd. to C&F in October 2021.





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 remained potentially liable for claims
related to coverage through May 31, 2009.



                                       13
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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




Davies Captive Management Limited provides the day-to-day services necessary for
the administration of our business. Our agreement with Davies Captive Management
Limited renewed for one year beginning January 1, 2022 and ending December 31,
2022. Mr. Thomas R. McMahon, our Treasurer and Chief Financial Officer, is an
officer, director, and employee of Davies Captive Management Limited.



RESULTS OF OPERATIONS


Nine months ended September 30, 2022 compared to nine months ended September 30,
2021




We recorded a net loss of $1,052,624 for the nine months ended September 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 ended September 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 ended September 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 effective March 31, 2021,
and no premiums subsequent to that date were ceded pursuant to the Reinsurance
Agreement.



During the nine-month period ended September 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 ended September 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 ended
September 30, 2022 compared to $204,624, for the nine-months ended September 30,
2021. The decrease in net investment income was primarily the result of the
September 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
ended September 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 ended September 30, 2022 compared to net realized and
unrealized gains of $426,933 during the nine-month period ended September 30,
2021, a decrease of $426,933 or 100%. The decrease is attributed to the
September 2021 liquidation of the Company's entire investment in fixed income
securities and equity securities.



For the nine months ended September 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 ended September
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 ended September 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 ended September 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 at
March 31, 2021, which is the effective date of the Commutation Agreement and
(ii) the reversal of the established premium deficiency reserve at December 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 ended September 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 of December 31,
2021. As of September 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 September 30, 2022

                                            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 September 30, 2021

                                             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 September 30, 2022 compared to three months ended September
30, 2021




We recorded net loss of $441,709 for the three months ended September 30, 2022
compared to a net loss of $955,112 for the three-months ended September 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 ended September 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 ended September 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 of March 31, 2021



During the three-month period ended September 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 ended September 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 ended
September 30, 2022, compared to $57,893, for the three-months ended September
30, 2021. The decrease in net investment income was primarily the result of the
September 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
ended September 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 ended September 30, 2022 compared to net realized and
unrealized gains of $344,852 during the three-month period ended September 30,
2021, a decrease of $344,852 or 100%. The decrease is attributed to the
September 2021 liquidation of the Company's entire investment in fixed income
securities and equity securities.



For the three months ended September 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 of March 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 ended
September 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 ended September 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 of December 31,
2021. As of September 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 September 30, 2022

                                             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 at December 31, 2021
to $2,182,415 at September 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 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.



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.



The Bermuda Monetary Authority has authorized AMIC 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 through September 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 ended September 30, 2022, no such transactions occurred. From time to
time, AMIC Ltd. has also purchased shares in privately negotiated transactions.
From its inception through September 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 ended September
30, 2022, no such transactions occurred.



Cash Dividends



We paid no dividends during the nine-month period ended September 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 December 31, 2021 and is
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 at 100 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 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 Davies Captive Management Limited, 25 Church
Street, Continental Building, P.O. Box HM 1601 Hamilton, 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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