UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORMFORM 10-K

 

(Mark One)

 

x

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

For the fiscal year ended December 31, 20152018

or

 

¨

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

For the transition period from            to    .

000-28249

(Commission file number)

 

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 CedarCitadel Management Bermuda Limited

25 Church Street, Continental Building

P.O. Box HM 1601, Hamilton, Bermuda

 HM GX
(Address of Principal Executive Offices) (Zip Code)

(441) 295-6015

(Registrant’s telephone number)

 

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

Securities registered pursuant to Section 12(g) of the Act:

COMMON SHARES, PAR VALUE $1.00 PER SHARE

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ¨    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.    YES  ¨    NO  x

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  x    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  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to thisForm 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨

 Accelerated filer  ¨

Non-accelerated filer  ¨

 Smaller reporting company  x

(Do not check is a 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 provided 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  x

As of March 1, 2016,2019, the registrant had 995,253 common shares, $1.00 par value per share outstanding. The aggregate market value of the common stock held bynon-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was $19,347,531$19,066,792 based on book value as of June 30, 2015.2018.

Documents Incorporated by Reference

   Incorporated
By Reference
In Part No.
 

Portions of the Company’s Proxy Statement in connection with the Annual General Meeting of Shareholders to be held on June 2, 20166, 2019

   III 

 

 

 


AMERINST INSURANCE GROUP, LTD.

Annual Report on Form10-K

For the year ended December 31, 20152018

TABLE OF CONTENTS

 

         Page 

PART I

    
  Item 1.  Business   4 
  Item 1A.  Risk Factors   9 
  Item 1B.  Unresolved Staff Comments   14 
  Item 2.  Properties   14 
  Item 3.  Legal Proceedings   14 
  Item 4.  Mine Safety Disclosures   14 

PART II

    
  Item 5.  Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities   15 
  Item 6.  Selected Financial Data   16 
  Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations   16 
  Item 7A.  Quantitative and Qualitative Disclosures about Market Risk   2826 
  Item 8.  Financial Statements and Supplementary Data   2927 
  Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   5358 
  Item 9A.  Controls and Procedures   5358 
  Item 9B.  Other Information   5459 

PART III

    
  Item 10.  Directors, Executive Officers and Corporate Governance   5560 
  Item 11.  Executive Compensation   5560 
  Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters   5560 
  Item 13.  Certain Relationships and Related Transactions, and Director Independence   5561 
  Item 14.  Principal Accountant Fees and Services   5561 

PART IV

    
  Item 15.  Exhibits and Financial Statement Schedules   5662
Item 16.Form10-K Summary62 

Signatures

   5765 

Introductory Note

Caution Concerning Forward-Looking Statements

Certain statements contained in this Form10-K, 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 Part I, Item 1A. “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in thisForm 10-K, as well as:

 

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

 

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

 

the legislative and administrative impact of the current United States presidency administration on our business;

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

 

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

 

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;

 

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

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;

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

 

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

 

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

 

increased or decreased rate pressure on premiums;

 

adequacy of our risk management and loss limitation methods;

 

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

 

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

 

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

Item 1. Business

General

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

AmerInst Insurance Group, Ltd., a Bermuda holding company, was formed in 1998. Our mission is to be a company that provides insurance protection for professional service firms and engages in investment activities. AmerInst has two operating segments: (1) reinsurance activity, which includes investments and other related activities, and (2) insurance activity, which offers professional liability solutions to professional service firms. The revenues of the reinsurance activity operating segment and the insurance activity operating segment were $5,873,847$8,258,126 and $3,095,798$5,507,405 for the year ended December 31, 20152018 compared to $6,648,589$10,664,947 and $2,222,527$4,782,921 for the year ended December 31, 2014,2017, respectively. The revenues for both operating segments were derived from business operations in the United States, other than interest income on bank accounts maintained in Bermuda.

Entry into Agency Agreement

On September 25, 2009, APSLProtexure entered into an agency agreement (the “Agency Agreement”) with The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company (collectively, “C&F”) pursuant to which C&F appointed APSLProtexure as its exclusivean agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling,non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in all 50 states of the United States and the District of Columbia. The initial term of the Agency Agreement was for four years with automaticone-year renewals thereafter. The Agency Agreement automatically renewed on September 25, 2015.2018.

Entry into Reinsurance Agreement

We conduct our reinsurance business through AMIC Ltd., our subsidiary, which is a registered insurer in Bermuda. On September 25, 2009, AMIC Ltd. entered into a professional liability quota share agreement with C&F (the “Reinsurance Agreement”) pursuant to which C&F agreed to cede, and AMIC Ltd. agreed to accept as reinsurance, a 50% quota share of C&F’s liability under insurance written by APSLProtexure on behalf of C&F and classified by C&F as accountants’ professional liability and lawyers’ professional liability, subject to AMIC Ltd.’s surplus limitations. The term of the Reinsurance Agreement is continuous and may be terminated by either party upon at least 120 days’ prior written notice.notice to the other party.

Historical Relationship with CNA

Historically, the primary business activity of our wholly owned insurance subsidiary, AMIC Ltd., had been to act as a reinsurer of professional liability insurance policies that were issued under the Professional Liability Insurance Plan sponsored by the American Institute of Certified Public Accountants (“AICPA”). The AICPA plan offers professional liability coverage to accounting firms and individual CPAs in all 50 states.

Our reinsurance activity depends upon agreements with outside parties. AMIG, our predecessor entity, began our reinsurance relationship with CNA Financial Corporation (“CNA”) in 1993.

On January 5, 2009, AMIC Ltd. received written notice from CNA that CNA did not intend to renew the reinsurance program encompassed by the AmerInst Insurance Company Limited Accountants Professional Liability Treaty and the Value Plan Policies Accountants Professional Liability Quota Share Treaty (the “Reinsurance Treaties”). In 2008, the business relationship with CNA accounted for over 95% of AmerInst’s net premiums earned.

On May 15, 2009, AMIC Ltd. and CNA entered into a Commutation Agreement whereby, effective January 1, 2009, in exchange for a payment of a portion of the reserves which we had previously set aside, CNA assumed responsibility for prior years’ undetermined and unpaid liabilities.

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

Third-party Managers and Service Providers

Citadel Management Bermuda Limited (formerly Cedar Management LimitedLimited) provides theday-to-day services necessary for the administration of our business. Our agreement with CedarCitadel Management Bermuda Limited renewed for one year beginning January 1, 20162019 and ending December 31, 2016. Mr. Stuart Grayston, our President, was formerly a director and officer of Cedar Management Limited, and2019. Mr. Thomas R. McMahon, our Treasurer and Chief Financial Officer, is a shareholder, officer, director and employee of Citadel Management Bermuda Limited. Mr. Stuart Grayston, our President, was formerly a director and officer of Cedar Management Limited.

Lawrence Carlson, a certified public accountant and an independent contractor, provides the primary accounting functions to APSL. Our agreement with him, which was effective January 1, 2013, has no ending date but can be terminated by either party upon 30 days written notice.

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., Aurora Investment Management, LLC 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.

Competition

Our main competition comes from brokers and agents that service accountants and attorneys. For accountants, our primary insurance company competitors are CNA and CAMICO. In the lawyer professional liability insurance area, there are several competitors including CNA, Hanover, Travelers, Allied World and State Bar programs. The primary methods ofdifferentiating factors among the competition in our industry are based on price and quality of service. We believe that our focus on providing high-quality online or internet based service to small- andmedium-sized firms distinguishes us from larger competitors that may not be able to provide the same level of personalized service to clients.

Licensing and Regulation

AmerInst, through its wholly owned subsidiary, AMIC Ltd., is subject to regulation as an insurance company under the laws of Bermuda, where AMIC Ltd. and AmerInst are domiciled.

Protexure, a subsidiary of Mezco and a managing general underwriter responsible for offering professional liability solutions to professional service firms has regulatory approval to act as an insurance agent in 50 states and the District of Columbia.

The rates and terms of reinsurance agreements generally are not subject to regulation by any governmental authority. This is in contrast to direct insurance policies, the rates and terms of which are subject to regulation by state insurance departments. As a practical matter, however, the rates charged by primary insurers place a limit upon the rates that can be charged by reinsurers.

AmerInst, through its wholly owned subsidiary, AMIC Ltd., is subject to regulation under the laws of Bermuda, where AMIC Ltd. and AmerInst are domiciled.

APSL, a subsidiary of Mezco and a managing general underwriter responsible for offering professional liability solutions to professional service firms has received regulatory approval to act as an insurance agent in 50 states and the District of Columbia.

Bermuda Regulation

AMIC Ltd., as a licensed Bermuda insurance company, is subject to regulation under Thethe Insurance Act of 1978, as amended, and Related Regulations (collectively, the “Insurance Act”), which provide that no person shall conduct insurance business, including reinsurance, in or from Bermuda unless registered as an insurer under the Insurance Act by the Bermuda Monetary Authority (“BMA”). In deciding whether to grant registration, the BMA has discretion to act in the public interest. The BMA is required by the Insurance Act to determine whether an applicant for registration is a fit and proper body to be engaged in insurance business and, in particular, whether it has, or has available to it, adequate knowledge and expertise. In connection with registration, the BMA may impose conditions relating to the writing of certain types of insurance.

The Insurance Act requires, among other things, that Bermuda insurance companies meet and maintain certain standards of liquidity and solvency, file periodic reports in accordance with the Bermuda Statutory Accounting Rules, produce annual audited statutory financial statements and annual audited financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) and maintain a minimum level of statutory capital and surplus. All Bermuda insurers must also comply with the BMA’s Insurance Code of Conduct (“ICIC”). The ICIC establishes duties, requirements and standards to be complied with under the Act. Failure to comply with the requirements of the ICIC will be a factor taken into account by the BMA in determining whether an insurer is conducting its business in a sound and prudent manner under the Act. In general, the regulation of insurers in Bermuda relies heavily upon the directors and managers of a Bermuda insurer, each of whom must certify annually that the insurer meets the solvency, liquidity and capital requirements of the Insurance Act. Furthermore, the BMA is vested with powers to supervise, investigate and intervene in the affairs of Bermuda insurance companies. Significant aspects of the Bermuda insurance regulatory framework are described below.

An insurer’s registration may be canceled by the BMA on grounds specified in the Insurance Act, including the failure of the insurer to comply with the obligations of the Insurance Act or if, in the opinion of the BMA, the insurer has not been carrying on business in accordance with sound insurance principles.

Every registered insurer must appoint an independent auditor approved by the BMA. That auditor must annually audit and report on the statutory financial statements and the statutory financial return of the insurer, both of which are required to be filed annually with the BMA. The approved auditor may be the same person or firm that audits the insurer’s financial statements and reports for presentation to its shareholders.

The Insurance Act provides that the statutory assets of an insurer must exceed its statutory liabilities by an amount greater than the prescribed minimum solvency margin. Pursuant to the Insurance Act, AMIC Ltd. is registered as a Class 3A insurer and, as such: (i) 

is required to maintain a minimum solvency margin equal to the greatest of: (w) $1,000,000, (x) 20% of net premiums written in its current financial year up to $6,000,000 plus 15% of net premiums written in its current financial year over $6,000,000, (y) 15% of loss reserves, or (z) 25% of the enhanced capital requirement (“ECR”), which the applicable ECR is established by reference to either the Bermuda Solvency Capital Requirement, which employs a standard mathematical model that can relate more accurately the risks taken on by insurers to the capital that is dedicated to their business, or aBMA-approved internal capital model; (ii) model. In 2016, the BMA implemented an Economic Balance Sheet (“EBS”) framework which was used as the basis to determine the ECR. AMIC Ltd.’s required and available statutory capital and surplus as at December 31, 2018 are based on this EBS framework.

is required to annually file annually with the BMA a statutory financial return together with a copy of its statutory financial statements which includes a report of the independent auditor concerning its statutory financial statements, the capital and solvency return, a statutory declaration of the statutory ratios, and the related solvency certificate,compliance, an opinion of a loss reserve specialist in respect of its loss and loss expense provisions and audited annual financial

statements or audited condensed financial statements prepared in accordance with U.S. GAAP or IFRS, all within four months following the end of the relevant financial year; (iii) year.

is prohibited from declaring or paying any dividends during any financial year if it is in breach of its minimum solvency margin or minimum liquidity ratio or if the declaration or payment of such dividends would cause it to fail to meet such margin or ratio (if it fails to meet its minimum solvency margin or minimum liquidity ratio on the last day of any financial year, it will be prohibited, without the approval of the BMA, from declaring or paying any dividends during the next financial year); (iv) .

is prohibited, without the approval of the BMA, from reducing by 15% or more its total statutory capital, or from reducing by 25% of more its total statutory capital and surplus, as set out in its previous year’s financial statements; and (v) statements.

if it appears to the BMA that there is a risk of AMIC Ltd. becoming insolvent or that AMIC Ltd. is in violation of the Insurance Act or any conditions imposed upon AMIC Ltd.’s registration, the BMA may, in addition to the restrictions specified above, direct it not to declare or pay any dividends or any other distributions or may restrict AMIC Ltd. from making such payments to such extent as the BMA deems appropriate.

All Class 3A insurers are also required to maintain available statutory capital and surplus at a level equal to or in excess of their ECR. The applicable ECR is established as discussed above.

The Insurance Act also provides a minimum liquidity ratio for general business. An insurer engaged in general business is required to maintain the value of its relevant assets at not less than 75% of the amount of its relevant liabilities. Relevant assets include cash and time deposits, quoted investments, unquoted bonds and debentures, first liens on real estate, investment income due and accrued, accounts and premiums receivable and reinsurance balances receivable. There are certain categories of assets which, unless specifically permitted by the

BMA, do not automatically qualify such as advances to affiliates, real estate and collateral loans. The relevant liabilities are total general business insurance reserves and total other liabilities less deferred income tax and sundry liabilities (by interpretation, those not specifically defined). Based upon the foregoing, the investment by AMIC Ltd. in an investment subsidiary, Investco, requires the specific approval of the BMA for classification as a relevant asset, which we haveapproval was received up to an amount sufficient to meet the minimum liquidity ratio.

ratio, but not exceeding $11,000,000.

The BMA may appoint an inspector with extensive powers to investigate the affairs of an insurer if the BMA believes that an investigation is required in the interest of the insurer’s policyholders or persons who may become policyholders. In order to verify or supplement information otherwise provided to him or her,an inspector, the BMA may direct an insurer to produce documents or information in relation to matters connected with the insurer’s business.

If it appears to the BMA that there is a risk of an insurer becoming insolvent, or if the insurer is in violation of the Insurance Act or the regulations thereunder or of any condition imposed on its registration as an insurer, the BMA may directimpose limitations on the insurer in certain respects,insurer’s ability to conduct its business, including not to take on anylimiting new insurance business; notprohibiting modifications to vary any insurance contract if the effect would be to increase the insurer’s liabilities; notrestricting the insurer’s to makeacquire or sell certain investments; to realize certain investments;restricting the insurer’s ability to maintain in, or transfer to and to keep in the custody of, a specified bank, certain assets; not to declarerestricting the declaration or paypayment of any dividends or other distributions or to restrict the making of such payments; and/or to limit itsimposing limitations on the insurer’s premiums.

As a Bermuda insurer, we are required to maintain a principal office in Bermuda and to appoint and maintain a Principal Representative in Bermuda. For the purpose of the Insurance Act, our Principal Representative in Bermuda is Citadel Management Bermuda Limited and our principal office is c/o CedarCitadel Management Bermuda Limited, 25 Church Street, Continental Building, P.O. Box HM 1601, Hamilton HMGX, Bermuda, which is our Principal Representative in Bermuda. An insurer may only terminate the appointment of its Principal Representative withfor a reason acceptable to the BMA, and the Principal Representative may not cease to act as such, unless the BMA is given 21 days’ advance notice in writing of theits intention to do so. It is the duty of the Principal Representative, upon determining that there is a likelihood of the insurer for which it acts becoming insolvent or it coming to his or herthe Principal Representative’s knowledge, or his or her having reason to believe, that an “event” has occurred, to provide verbal notification immediately, and make a report in writing to the BMA setting out all the particulars of the case that are available to him or herthe Principal Representative within 14 days. Examples of such an “event” include, but are not limited to, failure by the insurer to substantially comply with a condition imposed upon the insurer by the BMA relating to solvency margin or liquidity or other ratio.

Except for business related to APSL,Protexure, our business is conducted from our officesprincipal office in Hamilton, Bermuda. We manage our investments, directly and through AMIC Ltd., through independent investment advisors in the U.S. or other investment markets as needed and appropriate. We do not operate as an investment manager or as a broker-dealer requiring registration under investment advisory or securities broker regulations in the U.S., Bermuda or otherwise. The directors and officers of AMIC Ltd. negotiate reinsurance treaties for acceptance in Bermuda. Among other matters, the following business functions are conducted from our Bermuda offices: (i) communications with our shareholders, including financial reports; (ii) communications with the general public of a nature other than advertising; (iii) solicitation of the sale by us or any of our subsidiaries of shares in any of such entities; (iv) accepting subscriptions of new shareholders of the Company; (v) maintenance of principal corporate records and original books of account; (vi) audit of original books of account; (vii) disbursement of funds in payment of dividends, claims, legal fees, accounting fees, and officers’ and directors’ fees; (viii) arrangement for the meetings of our shareholders and directors and shareholders and directors of our subsidiaries; and (ix) execution of repurchases of our shares and shares of our subsidiaries. Except for the APSLProtexure office, we do not maintain an office or place of business in the United States.

AMIC Ltd.’s ability to pay dividends to AmerInst is subject to the provisions of the Bermuda insurance and companies laws and the requirement to provide the ceding companies with collateral. As of December 31, 2018,

approximately $18.4 million was available for the declaration of dividends to shareholders. Under the Companies Act, AMIC Ltd. would be prohibited from declaring or paying a dividend at December 31, 2015 if such payment would reduce the realizable value of its assets to an amount less than the aggregate value of its liabilities, issued share capital, and share premium accounts. As of December 31, 2015, approximately $33.9 million was available for the declaration of dividends to shareholders. However, due to the requirement to provide the ceding companies with collateral, approximately $25.7 million was available for the payment of dividends to the shareholders. In addition, AMIC Ltd. must be able to pay its liabilities as they become due in the ordinary course of its business after the payment of a dividend. Our ability to pay dividends to our shareholders and to pay our operating expenses is dependent on cash dividends from our subsidiaries. The payment of such dividends by AMIC Ltd., including its subsidiary Investco, to us is also limited under Bermuda law by the Insurance Act and Related Regulations which require that AMIC Ltd. maintain minimum levels of solvency and liquidity as described above. For the years ended December 31, 20152018 and 20142017 these requirements have been met as follows:

 

   Statutory
Capital & Surplus
   Relevant Assets 
   Minimum   Actual   Minimum   Actual 

December 31, 2015

  $1,234,565    $34,896,907    $19,584,436    $19,584,436  

December 31, 2014

  $1,000,000    $36,146,852    $17,808,898    $17,808,898  

   Statutory
Capital & Surplus
   Relevant Assets 
   Minimum   Actual   Minimum   Actual 

December 31, 2018

  $1,948,389   $38,660,378   $29,027,748   $29,027,748 

December 31, 2017

  $1,716,466   $37,271,440   $28,045,967   $28,045,967 

As stated above, AMIC Ltd. has received the BMA’s approval for the utilization of its investment in Investco as a relevant asset up to an aggregate amount sufficient to meet and maintain the minimum liquidity ratio.ratio, but not exceeding $11,000,000.

Customers

Our only sources of income, other than our investment portfolio, are our Agency Agreement and Reinsurance Agreement. Without such agreements, we believe current levels of investment income would provide enough revenue to continue operations while the Companywe evaluated other reinsurance and insurance opportunities.

Employees

At December 31, 2015, APSL2018, Protexure had 2228 employees, 2027 full-time salaried employees and 2 employeesone employee who areis paid hourly wages. Neither AmerInst, nor any of our other subsidiaries have any employees. See the section of this Form10-K captioned “Third-party Managers and Service Providers” on page 54 of this Annual Report on Form10-K for further information.

Loss Reserves

Our loss reserves, changes in aggregate reserves for the last two years, and loss reserve development as of the end of each of the last ten10 years, are discussed in Item 7 of this Report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Note 2 to our Consolidated Financial Statements included in Item 8 of this Report, and Note 76 to our Consolidated Financial Statements.

Developing Business

AmerInst has filed an application with the U.S. Patent and Trade Office (“USPTO”) for a patent on a unique financing concept called RINITS™ that it has developed to securitize insurance and reinsurance risk, involving property, casualty, life and health risks. Such securitization would be accomplished through equity and debt financing of Bermuda special purpose companies licensed as reinsurers. It is AmerInst’s intention to grant patent licenses to the special purpose companies utilizing this structure and investment banking organizations which would market the securities. In addition to the license royalties, AmerInst would manage the special purpose companies for a fee, and at its option could invest in them as well. However, AmerInst may not be issued a patent.

In addition to the patent application, AmerInst has obtained a federal trademark from the USPTO under which the concept may be marketed.

Seasonality

We do not believe that either of our operating segments are seasonal in nature to a material degree.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC” or the “Commission”). You may read any 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 also 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.

Our internet site iswww.amerinst.bm. We make available free of charge through our internet site our annual report on Form10-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. You will need to have on your computer the Adobe Acrobat Reader® software to view these documents, which are in PDF format. If you do not have Adobe Acrobat Reader®, a link to Adobe’s internet site, from which you can download the software, is provided. 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 CedarCitadel Management Bermuda Limited, 25 Church Street, Continental Building, P.O. Box HM 1601, Hamilton, Bermuda HMGX, Attention: Investor Relations(441)  295-6015. The information on our internet site is not incorporated by reference into this report.

Item 1A. Risk Factors

You should consider carefully the following risk factors before deciding whether to invest in our common stock. Our business, including our operating results and financial condition, could be harmed by any of these

risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business. The value of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks you should also refer to the other information contained in our filings with the SEC, including our financial statements and related notes.

We have incurred net losses before net realized gains (losses) in investments and taxes in 20152018 and 20142017 and may incur further net losses before net realized gains (losses) in investments and taxes if we are unable to generate significant revenuesnet income under our existing agency and reinsurance agreements.

We incurred net losses before net realized gains (losses) on investments and taxes of $1.6$0.6 million and $2.1$0.9 million for the years ended December 31, 20152018 and December 31, 2014,2017, respectively, due mainly to the costs incurred in the development of and implementation of our business plan. On January 5,

In 2009, AMIC Ltd., our wholly owned subsidiary, received written notice from CNA that CNA did not intend to renew its reinsurance agreement with us regarding the AICPA Plan. In 2008, our business relationship with CNA accounted for over 95% of our net premiums earned. On May 15, 2009, AMIC Ltd. and CNA entered into a Commutation and Release Agreement whereby, effective January 1, 2009, in exchange for a payment of a portion of the reserves which we had previously set aside, CNA assumed responsibility for prior years’ undetermined and unpaid liabilities.

Effective September 25, 2009, APSL, a wholly owned subsidiary of Mezco, which is a wholly owned subsidiary of AmerInst,Protexure entered into the Agency Agreement with C&F pursuant to which C&F appointed APSLProtexure as its exclusivean 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. Also on September 25,in 2009, AMIC Ltd. entered into the reinsurance agreement with C&F pursuant to which C&F agrees to cede and AMIC Ltd. agrees to accept as reinsurance a fifty percent (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.

While these agreements were profitable for Protexure in 2018 on a stand-alone basis, we still incurred a consolidated net loss of $115,709, primarily due to a net realized and unrealized loss on investments of approximately $2.2 million as a result of adverse market conditions at the end of 2018. If we are unable to increase Protexure’s profitability under the Agency Agreement and Reinsurance Agreement in future periods and unfavorable market conditions continue, we may continue to incur net losses, which could adversely affect our financial condition.

If our agreements with C&F are terminated or C&F chooses not to renew them, our ability to generate revenue would be adversely affected.

We anticipate that the great majority of our revenue in the near future will be derived from (i) the commissions earned by APSL,Protexure, a wholly owned subsidiary of Mezco which is a wholly owned subsidiary of

AmerInst, through the Agency Agreement with C&F and (ii) the reinsurance activity under the Reinsurance Agreement between AMIC Ltd., our wholly owned subsidiary, and C&F. Therefore if C&F should terminate or choose not to renew one or both of those agreements or should renew them on terms less favorable to us, our ability to generate revenue may be adversely affected.

Our Bermuda entities could become subject to regulation or taxation in the United States.

None of our Bermuda entities are licensed or admitted as an insurer, nor accredited as a reinsurer, in any jurisdiction in the United States. However, the majority of our revenue is derived from (i) commissions earned by APSL,Protexure, our DelawareIllinois subsidiary, through the Agency Agreement with C&F and (ii) the Reinsurance Agreement between AMIC Ltd. and C&F which represent a group of insurance companies domiciled primarily in the United States. We conduct our insurance business through offices in Bermuda and do not maintain an office, nor do our personnel solicit insurance business, resolve claims or conduct other insurance business, in the United States. While we do not believe we are in violation of insurance laws of any jurisdiction in the United States, we cannot be certain that inquiries or challenges to our insurance and reinsurance activities will notcould be raised in the future. It is possible that, if we were to become subject to any laws of this type at any time in the future, we wouldmay not be in compliance with the requirements of those laws.

We believe that ournon-U.S. companies have operated and will continue to operate their respective businesses in a manner that will not cause them to be subject to U.S. tax (other than U.S. federal excise tax on

insurance and reinsurance premiums and withholding tax on specified investment income from U.S. sources) on the basis that none of them are engaged in a U.S. trade or business. However, there are no definitive standards under current law as to those activities that constitute a U.S. trade or business and the determination of whether anon-U.S. company is engaged in a U.S. trade or business is inherently factual. Therefore, it is possible that the U.S. Internal Revenue Service might contend that one or more of ournon-U.S. companies is engaged in a U.S. trade or business. If AMIC Ltd. or any of our othernon-U.S. companies is engaged in a U.S. trade or business and does not qualify for benefits under the applicable income tax treaty, such company may be subject to (i) U.S. federal income taxation at regular corporate rates on its premium income from U.S. sources and investment income that is effectively connected with its U.S. trade or business, and (ii) a U.S. federal branch profits tax at the rate of 30% on the earnings and profits attributable to such income. All of the premium income from U.S. sources and a significant portion of such company’s investment income may be subject to U.S. federal income and branch profits taxes.

If AMIC Ltd. or any of our othernon-U.S. companies is engaged in a U.S. trade or business and qualifies for benefits under the United States-Bermuda tax treaty, U.S. federal income taxation of such subsidiary will depend on whether (i) it maintains a U.S. permanent establishment and (ii) the relief from taxation under the treaty generally applies tonon-premium income. We believe that AMIC Ltd. has operated and will continue to operate its business in a manner that will not cause it to maintain a U.S. permanent establishment. However, the determination of whether an insurance company maintains a U.S. permanent establishment is inherently factual. Therefore, it is possible that the U.S. Internal Revenue Service might successfully assert that any of our Bermuda entities maintains a U.S. permanent establishment. In such case, such Bermuda entity may be subject to U.S. federal income tax at regular corporate rates and branch profit tax. Furthermore, although the provisions of the treaty clearly apply to premium income, it is uncertain whether they generally apply to other income of a Bermuda insurance company as well.

We believe U.S. federal income tax, if imposed, would be based on effectively connected or attributable income of anon-U.S. company computed in a manner generally analogous to that applied to the income of a U.S. corporation, except that all deductions and credits claimed by anon-U.S. company in a taxable year can be disallowed if the company does not file a U.S. federal income tax return for such year. Penalties may be assessed for failure to file such return. If any of ournon-U.S. companies is subject to such U.S. federal taxation, our financial condition and results of operations could be materially adversely affected.

Actual claims may exceed our reserves for unpaid losses and loss adjustment expenses which could cause our earnings to be overstated.

Our success depends on our ability to accurately assess the risks associated with the businesses that we insure or reinsure. We establish loss reserves to cover our estimated liability for the payment of all losses and loss adjustment expenses we expect to incur with respect to the policies we write and reinsure. Loss reserves do not represent an exact calculation of liability. Rather, loss reserves are estimates of what we expect the ultimate resolution and administration of claims will cost. These estimates are based on actuarial and statistical projections and on our assessment of currently available data, as well as estimates of future trends in claims severity and frequency, judicial theories of liability and other factors. Loss reserve estimates are refined as experience develops and claims are reported and resolved. Establishing an appropriate level of loss reserves is an inherently uncertain process and it is therefore possible that our reserves at any given time could prove to be inadequate.

In establishing our loss reserve, we estimate our net losses based on historical and actuarial analyses of claims information. Actual losses may vary from those estimated and will be adjusted in the period in which further information becomes available. To the extent we determine that actual losses or loss adjustment expenses exceed our expectations and the reserves reflected in our financial statements, we will be required to increase our reserves, through an increase in our provision for unpaid loss and loss adjustment expense, to reflect our changed expectations. Material additions to our reserves through this provision would adversely impact our net income and capital in future periods while having the effect of overstating our current period earnings.

We participate in a potentially unprofitable, unstable industry.

The professional liability insurance industry is volatile and often sees fluctuations both in the frequency and severity of claims, particularly severity. This is aggravated by the casualty insurance cycle, which over a period of years varies from a hard market with high or increasing premiums charged for risk, to a soft market with low or decreasing premiums being charged. The combination of volatility and insurance cycle variation results in a high degree of unpredictability of underwriting results from year to year. As a reinsurer, we are directly influenced by the premium competition in the primary market, and as a quota share reinsurer, we are directly dependent on the underwriting results of our cedants. Consequently, our revenue could be adversely affected by factors beyond our control.control, including those described in this report and other factors.

Our industry is highly competitive and we may not be able to compete successfully in the future.

Our industry is highly competitive and subject to pricing cycles that can be pronounced. We compete solely in the United States reinsurance and insurance markets. Most of our competitors have greater financial resources than we do and have established long term and continuing business relationships throughout the industry, which can be a significant competitive advantage. If we are unable to successfully compete against these companies our profitability could be adversely affected.

Our investment return may not be sufficient to offset underwriting losses, which could negatively impact our net income.

Our investment income is subject to variation due to fluctuations of market interest rates on our fixed-income portfolio, and fluctuations of stock prices in our equity portfolio. If such investment income is not sufficient to offset potential underwriting losses or our capital isand reserves are not sufficient to absorb adverse underwriting and/or investment results, our profitability would be adversely affected.

Our inability to retain senior executives and other key personnel could adversely affect our business.

The successful implementationsuccess of our business plan is dependent upon our ability to retain APSLProtexure senior executives and other qualified APSLProtexure employees. In 2009, APSLProtexure entered into an employment agreement with Mr. Kyle

Nieman, President and CEO of APSL.Protexure. Mr. Nieman has more than 2535 years of insurance industry experience. In addition, a number of AmerInst’s operating activities as well as certain management functions are performed by outside parties. If such outside parties and APSL’sProtexure’s key employees weredid not to renew their relationshiprelationships with APSL,Protexure, or would do so only upon terms that were not acceptable to APSL,Protexure, our business could be harmed.

The impact of Bermuda being named on the EU’s list ofnon-cooperative tax jurisdictions could have an adverse effect on our results of operations.

In March 2019 the Council of the European Union added Bermuda to its list ofnon-cooperative jurisdictions for tax purposes (the “EU Blacklist”). The nature and scope of the sanctions that may be applied as a result of Bermuda being included in the EU Blacklist is still being considered. Sanctions that the EU has recommended Member States adopt include increased auditing of taxpayers using structures or arrangements involving listed jurisdictions and the imposition of withholding taxes on payments made to such jurisdictions. As a result, there is a risk that possible further legislative changes and the imposition of sanctions in circumstances resulting from Bermuda’s inclusion on the EU Blacklist, could result in increased compliance or other costs for us, which could adversely affect our results of operation.

Your ownership of our shares does not guarantee insurance coverage.

The ownership of our common shares by an accounting firm, legal firm or individual practitioner will not guarantee that such firm or individual will thereafter be able to obtain professional liability insurance under other policies reinsured by AMIC Ltd., or that such insurance will be competitively priced.

There is no market for our shares and our shares aremay be subject to restrictions on transfer.

There is currently no market for our common shares and it is unlikely that a market will develop. Our common shares are not listed on any stock exchange or automated quotation system. Under ourBye-Laws, our Board of Directors has the authority to prohibit all transfers of our shares. As a result, you may be required to hold your shares for an indefinite period of time.time and will potentially bear the economic risk of holding such shares indefinitely.

Reinsurance may not be available to us, which could increase our risk of incurring losses.

In order to limit the effect on our financial condition of large and multiple losses, on our financial condition, AMIC Ltd. may, in the future, seek reinsurance for its own account. From time to time, market conditions have limited the availability of reinsurance, and in some cases have prevented insurers and reinsurers from obtaining the types and amounts of reinsurance whichthat they consider adequate for their business needs. If AMIC Ltd. is unable to obtain the desired amounts of reinsurance, or, if it is able to obtain such reinsurance only on terms not sufficiently favorable to operate profitably, we could be adversely affected.

Difficult conditionsAdverse changes in the economy generally may materially and adversely affect our business and results of operations, and these conditions may not improve in the near future.

CurrentAdverse changes in the current market conditions and the instability inor stability of the global credit markets would likely present additional risks and uncertainties for our business. Depending on future market conditions, going forward, we could incur substantial additional realized and unrealized losses in future periods, which could have an adverse impact on our results of operations and financial condition. Market volatility may also make it more difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions or estimates that may have significantperiod-to-period changes that could have a material adverse effect on our results of operations or financial condition.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

Despite the security measures taken by CedarCitadel Management Bermuda Limited, our management company, APSLProtexure and our consultants and other third parties with whom we share information, our or their information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise their

networks and the information stored there could be accessed, publicly disclosed, lost or stolen. AnyAdditionally, many companies have increasingly reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage. Cybersecurity issues, such as security breaches and computer viruses, affecting our information technology systems or those of third parties with whom we share information, could disrupt our business, result in the unintended disclosure or misuse of confidential or proprietary information, increase our costs, and cause losses. Additionally, any unauthorized access, disclosure or other loss of information could also result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties and damage our reputation, which could adversely affect our business.

We may be impacted by claims relating to financial market turmoil.

We reinsure professional liability insurance for certified public accountants and attorneys. The financial institutions and financial services segment may be particularly impacted by potential financial market turmoil. As a result, accountants and lawyers that service this industry may be subject to additional claims. This may give rise to increased litigation, including class action suits, which may involve clients of parties for which we provide reinsurance. To the extent we have claims relating to these events, it could cause substantial volatility in our financial results and could have a material adverse effect on our financial condition and results of operations.

Actual claims may exceed our reserves for losses and loss expenses which could cause our earnings to be overstated.

Our success depends on our ability to accurately assess the risks associated with the businesses that we reinsure. We establish loss reserves to cover our estimated liability for the payment of all losses and loss expenses incurred with respect to the policies we write. Loss reserves do not represent an exact calculation of liability. Rather, loss reserves are estimates of what we expect the ultimate resolution and administration of claims will cost. These estimates are based on actuarial and statistical projections and on our assessment of currently available data, as well as estimates of future trends in claims severity and frequency, judicial theories of liability and other factors. Loss reserve estimates are refined as experience develops and claims are reported and resolved. Establishing an appropriate level of loss reserves is an inherently uncertain process. It is therefore possible that our reserves at any given time will prove to be inadequate.

We have estimated our net losses based on actuarial analysis of claims information. Actual losses may vary from those estimated and will be adjusted in the period in which further information becomes available. To the extent we determine that actual losses or loss expenses exceed our expectations and reserves reflected in our financial statements, we will be required to increase our reserves to reflect our changed expectations. Material additions to our reserves would adversely impact our net income and capital in future periods while having the effect of overstating our current period earnings.

Legislative and regulatory requirements could have a material adverse effect on our business.

We and our subsidiaries are required to comply with a wide variety of laws and regulations applicable to insurance or reinsurance companies. The insurance and regulatory environment, in particular for offshore insurance and reinsurance companies, has become subject to increased scrutiny in many jurisdictions, including in the United States. In the past, there have been Congressional and other initiatives in the United States regarding increasedproposing to increase supervision and regulation of the insurance industry. It is not possible to predict the future impact of changes in laws and regulations on our operations. Theoperations and the cost of complying with any such new legal requirements could have a material adverse effect on our business.

Our Bermuda insurance subsidiary, AMIC Ltd., is registered as a Class 3A insurer and is subject to regulation and supervision in Bermuda. The applicable Bermuda statutes and regulations generally are designed to protect insureds, ceding insurance companies and noteholdersnote holders rather than shareholders. Among other things, those statutes and regulations require AMIC Ltd. to:

 

meet and maintain certain standards of liquidity and solvency,

 

file periodic reports in accordance with the Bermuda Statutory Accounting Rules,

 

produce annual audited statutory financial statements,

 

produce annual audited U.S. GAAP statements or audited U.S. GAAP condensed statements,

comply with the ICIC, and

 

comply with restrictions on payments of dividends and reductions of capital.

Anynon-compliance with these and other requirements imposed under applicable law could result in penalties or enforcement actions being taken against AMIC Ltd., which could have a material adverse effect on our business.

As a shareholder of oura Bermuda company, you may have greater difficulties in protecting your interests than as a shareholder of a U.S. corporation.

The Companies Act, which applies to us and our Bermuda subsidiaries, differs in many material respects from laws generally applicable to U.S. corporations and their shareholders. These differences may result in your having greater difficulties in protecting your interests as a shareholder of our company than you would have as a shareholder of a U.S. corporation. This affects, among other things, the circumstances under which transactions involving an interested director are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with the Company, what approvals are required for business combinations by the Company with a large shareholder or a wholly owned subsidiary, what rights you may have as a shareholder to enforce specified provisions of the Companies Act or ourBye-laws, and the circumstances under which we may indemnify our directors and officers.

Anti-takeover provisions could make it more difficult for a third party to acquire us, which makes your investment more illiquid.

Investco, our subsidiary, currently owns approximately 34.7%36.69% of our outstanding shares of common stock and has the ability to purchase additional shares. Under Bermuda law, shares owned by Investco remainare deemed issued and outstanding and can be voted by Investco at the direction of Investco’s board of directors, which is effectively controlled by our direction,board of directors which, consequently, may hinder or prohibit a change in control transaction not approved by us.

In addition, because our Statement of Share Ownership Policy limits each shareholder other than Investco to owning no more than 20,000 shares of our common stock, and ourBye-laws permit our board of directors to implement provisions requiring board approval of all transfers of common stock, it may be difficult for any individual or entity to obtain voting control of AmerInst.

Finally, ourBye-laws provide for a classified board of directors which could have the effect of delaying or preventing a change of control or management.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Lease commitments

APSLProtexure leases office space in Lisle, Illinois under anon-cancellable lease agreement. The lease is renewable at the option of the lessee under certain conditions. Minimum lease payments, subsequent to December 31, 2015,2018, are as follows:

 

2016

  $107,611  

2017

   101,209  
  

 

 

 
  $208,820  
  

 

 

 

2019

  $106,872 

2020

   109,828 
  

 

 

 
  $216,700 
  

 

 

 

Item 3. Legal Proceedings.

The Company is not a party to any material legal proceedings.

Item 4. Mine Safety Disclosures

Not Applicable.

PART II

 

Item 5.

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

AmerInst currently does not have aCurrently, there is no public market for itsour common stock, but the Company haswe have historically caused Investco to purchase shares from the Company’sour shareholders upon their death, disability or retirement from the practice of public accounting. The repurchase price has historically been set to theyear-end net book value per share for the most recently completed fiscal year reduced by the amount of any dividends already paid on the repurchased shares during the calendar year of the repurchase and any dividends the shareholder would be entitled to receive on the repurchased shares that have not been paid. In addition, the BMA has authorized Investco to purchase shares on a negotiatedcase-by-case basis, and Investco has typically negotiated share repurchases when requested by Companyour shareholders.

On February 25, 2011, the Board of Directors amended and restated AmerInst’s Statement of Share Ownership Policy to better manage the Company’sour cash flow from year to year. Under the revised policy, the Company limitswe limit Investco’s repurchase of Companyour common stock to $500,000 per calendar year. In addition, Investco is only authorized to repurchase shares, without Board approval, from shareholders upon their death, disability or retirement from the practice of public accounting. Except as approved by the Board, negotiated purchases that do not satisfy these criteria have been discontinued for the foreseeable future.

The Bermuda Monetary Authority has authorized Investco to purchase the Company’sour common shares from shareholders who have died or retired from the practice of public accounting and also on a negotiated basis. Through December 31, 2015,2018, Investco had purchased an aggregate of 186,283217,661 common shares from shareholders who had died or retired for a total aggregate purchase price of $5,287,360.$6,186,730. The following table shows information relating to the purchase of shares from shareholders who have died or retired from the practice of accounting as described above during the three month period ended December 31, 2015.2018.

 

   Total Number
of Shares
Purchased
   Average
Price Paid
Per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or Program
   Maximum
Number
of Shares
That May Yet Be
Purchased Under
the Plans or Program (1)
 

October 2015

   —       —       —       N/A  

November 2015

   —       —       —       N/A  

December 2015

   8,023    $30.53     8,023     N/A  

Total

   8,023    $30.53     8,023     N/A  
   Total Number
of Shares
Purchased
   Average
Price Paid
Per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or Program
   Maximum
Number
of Shares
That May Yet Be
Purchased Under
the Plans or Program (1)
 

October 2018

   —      —      —      N/A 

November 2018

   —      —      —      N/A 

December 2018

   16,592   $30.08    16,592    N/A 

Total

   16,592   $30.08    16,592    N/A 

 

(1)As stated above, it

It is the Company’sour policy to limit Investco’s repurchase of Companyour common stock to $500,000 per calendar year.

From time to time, Investco has also purchased common shares in privately negotiated transactions. Through December 31, 2015,2018, Investco had purchased an additional 75,069 common shares in such privately negotiated transactions for a total aggregate purchase price of $1,109,025. No such transactions occurred during the three monththree-month period ended December 31, 2015.

2018.

During 2015,2018, the directors of AmerInst were granted 2,2752,324 shares of our common stock as part of their compensation for services rendered as members of our board of directors. The shares received were transferred to each director out of shares previously repurchased by Investco. These transfers were exempt from the registration requirements of Section 5 of the Securities Act pursuant to the exemption provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder as transfers solely involving accredited investors. AmerInst did not receive any proceeds in connection with these director stock grants nor were any underwriting discounts or commissions paid to any person in connection with these transactions.

As of December 31, 2015,2018, there were 1,7231,612 holders of record of our common shares. During 20152018 and 2014,2017, we paid total ordinary cash dividends of $328,263$322,162 and $332,382,$323,323, respectively, which represented two semi-a single annual

annual paymentsdividend of $0.25$0.50 per share. During 2015,2018, the dividend amount paid was reduced by $12,056,$8,745, which represented a write back of uncashed dividends issued prior to 20102013 to shareholders that we have been unable to locate. During 2014,2017 the total dividend amount paid was reduced by $10,054,$19,404, which represented a write back of uncashed dividends issued prior to 20092012 to shareholders that we werehave been unable to locate. The declaration of dividends by our Board of Directors is dependent upon our capacity to insure or reinsure business, profitability, financial condition, and other factors which the Board of Directors may deem appropriate. As described under “Item 1. – Business”, under Bermuda law, AMIC Ltd. is prohibited from declaring or paying any dividend to AmerInst if such payment would reduce the net realizable value of its assets to an amount less than the aggregate value of its liabilities, issued share capital and share premium accounts. In addition, AMIC Ltd. must be able to pay its liabilities as they fall due after the payment of a dividend.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) provides supplemental information, which sets forth management’s views of the major factors that have affected our financial condition and results of operations that should be read in conjunction with our consolidated financial statements and notes thereto included in this Form10-K. The MD&A is divided into subsections entitled “Business Overview,” “Critical Accounting Policies,” “Results of Operations,” “Fair Value of Investments,” “Liquidity and Capital Resources” and “Losses and Loss Adjustment Expenses.”

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form10-K, including this MD&A section, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions 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 this Form10-K 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” or discussed in this Form10-K 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.

Business Overview

We are an insurance holding company based in Bermuda owned primarily by accounting firms, persons associated with accounting firms, and individual CPA practitioners. We were formed in response to concerns

about the pricing and availability of accountants’ professional liability insurance in a difficult or “hard” market. Our mission is to be a company that providesprovide insurance protection for professional service firms and engagesengage in investment activities. Through APSL, a Delaware corporation and a wholly owned subsidiary of Mezco which is a wholly owned subsidiary of AmerInst,Protexure, we act as the exclusivean agent for C&F 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. We conduct our reinsurance business through AMIC Ltd., our wholly owned subsidiary, which is a registered insurer in Bermuda. We are prepared, subject to obtaining the required licenses and registrations, to act as a direct issuer of accountants’ professional liability insurance policies. Our investment portfolio is held in and managed by Investco, which is a subsidiary of AMIC Ltd.

AmerInst has two reportable segments: (1) reinsurance activity, which includes investments and other activities, and (2) insurance activity, which offers professional liability solutions to professional service firms. See Note 14,12, Segment Information, of the notes to the consolidated financial statements contained in Item 8 of this annual report on Form10-K for financial information concerning these segments.

Our reinsurance segment had revenues of $5,873,847$8,258,126 for the year ended December 31, 20152018 and $6,648,589$10,644,947 for the year ended December 31, 2014.2017. Total losses and expenses for this segment were $6,794,589$11,527,532 for the year ended December 31, 20152018 and $4,969,999$10,284,179 for the year ended December 31, 2014.2017. This resulted in a segment loss of $920,742 and segment(loss) income of $1,678,590$(3,269,406) and $360,768 for the years ended December 31, 20152018 and 2014,2017, respectively.

Our insurance segment had revenues of $3,095,798$5,507,405 for the year ended December 31, 20152018 and $2,222,527$4,782,921 for the year ended December 31, 2014.2017. Operating and management expenses were $3,571,540$5,055,104 for the year ended December 31, 20152018 and $3,322,329$4,514,036 for the year ended December 31, 2014.2017. Tax benefits for this segment were $2,701,396 for the year ended December 31, 2018 and $0 for the year ended December 31, 2017. This resulted in segment lossesincome of $475,742$3,153,697 and $1,099,802$268,885 for the years ended December 31, 20152018 and 2014,2017, respectively.

AmerInst has filed an application with the U.S. Patent and Trade Office for a patent on a unique financing concept called RINITS™ that it has developed to securitize insurance and reinsurance risk, involving property, casualty, life and health risks. Such securitization would be accomplished through equity and debt financing of Bermuda special purpose companies licensed as reinsurers. It is AmerInst’s intention to grant patent licenses to the special purpose companies utilizing this structure and investment banking organizations which would market the securities. In addition to the license royalties, AmerInst would manage the special purpose companies for a fee, and at its option could invest in them as well. However, AmerInst may not be issued a patent.

In addition to the patent application, AmerInst has obtained a trademark under which the concept would be marketed.

Our results of operations for the years ended December 31, 20152018 and December 31, 20142017 are discussed in greater detail below.

We operate our business with no material long-term debt, no capital lease obligations, no purchase obligations, and nooff-balance sheet arrangements required to be disclosed under applicable rules of the SEC. AmerInst’sOur access to operating cash flows is primarily through the payment of dividends from itsour subsidiaries.

Critical Accounting Policies

Basis of Presentation

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The major estimates reflected in the Company’sour financial statements include but are not limited to the liability for loss and loss adjustment expenses and other than temporary impairment of investments.

Unpaid Losses and Loss Adjustment Expense Reserves

The amount that we record as our liability for loss and loss adjustment expenses is a major determinant of net income each year. As discussed in more detail below under the heading “Losses and Loss Adjustment Expenses,”

the amount that we have reserved is based on actuarial estimates which were prepared as of December 31, 2015.2018. Based on data received from the ceding companies (the insurance companies whose policies we reinsure) our independent actuary produces a range of estimates with a “low,” “central” and “high” estimate

of the loss and loss adjustment expenses. As of December 31, 2015,2018, the range of actuarially determined liability for loss and loss adjustment expense reserves was as follows: the low estimate was $5.1$9.3 million, the high estimate was $8.3$14.8 million, and the central estimate was $6.6$12.0 million. We selected reserves of $6,583,474 as of December 31, 2015, which is the approximate central estimate of our independent actuary. Due to our concerns about the severity and volatility of the type of business we reinsure and the length of time that it takes for claims to be reported and ultimately settled, we selected reserves of $12,989,260 as of December 31, 2018, which is marginally greater than the midpoint of the central estimate of our management’s policy has been to reserve at the approximate actuarial central estimate.independent actuary.

Other than Temporary Impairment of Investments

Declines in the fair value of fixed income investments below cost are evaluated for other than temporary impairment losses. The evaluation for other than temporary impairment losses is a quantitative and qualitative process which is subject to risks and uncertainties in the determination of whether declines in the fair value of fixed income investments are other than temporary. The risks and uncertainties include the Company’sour intent and ability to hold the security, changes in general economic conditions, the issuer’s financial condition or near term recovery prospects, and the effects of changes in interest rates. AmerInst’sOur accounting policy requires that a decline in the value of a fixed income security below its cost basis be assessed to determine if the decline is other than temporary. If so, the fixed income security is deemed to be impaired and a charge is recorded in net realized losses equal to the difference between the fair value and the cost basis of the fixed income security. The fair value of the impaired fixed income investment becomes its new cost basis.

Income Taxes

Certain of our subsidiaries operate in jurisdictions where they are subject to taxation. Current and deferred income taxes are charged or credited to net income based upon enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable. Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities used in the financial statements and those used in the various jurisdictional tax returns. When our assessment indicates that it is more likely than not that all or some portion of deferred income tax assets will not be realized, a valuation allowance is recorded against the deferred tax assets.

We recognize a tax benefit relating to uncertain tax positions only where the position is more likely than not to be sustained assuming examination by tax authorities. A liability is recognized for any tax benefit (along with any interest and penalty, if applicable) claimed in a tax return in excess of the amount allowed to be recognized.

Results of Operations

We recorded a net loss of $1,396,484$115,709 in 20152018 compared to net income of $578,788$629,653 in 2014.2017. The decrease in net income iswas mainly attributable to the decreasean increase in realized gains on investments, netoperating and management expenses of impairment, $626,440—from $2,709,187$5,971,764 for the year ended December 31, 20142017 to $195,796$6,598,204 for the year ended December 31, 2015. The2018 and to the decrease in realized gains, net of impairment, resulted from decreased sales of equity securities in anand unrealized gain position during 2015 comparedon investments of $3,804,350—from a gain of $1,555,178 for the year ended December 31, 2017 to 2014 and toa loss of $2,249,172 for the increaseyear ended December 31, 2018, as discussed in other-than-temporary impairment charges during 2015 compared to 2014.further detail below. This was partially offset by the increase in commission income of $717,983—from 2,221,538 in 2014$4,779,796 for the year ended December 31, 2017 to $3,093,980 in 2015$5,497,779 for the year ended December 31, 2018 as a result of a higher volume of premiums written under the Agency Agreement and to the increase in income tax benefits—from $0 for the year ended December 31, 2017 to $2,701,396 for the year ended December 31, 2018, as discussed in further detail below.

Our net premiums earned were $5,423,599$10,132,515 for the year ended December 31, 20152018 compared to $3,669,493$8,800,758 for the year ended December 31, 2014,2017, an increase of $1,754,106$1,331,757 or 47.8%15.1%. The net premiums earned during 20152018 and 20142017 were attributable to net premium cessions from C&F under the Reinsurance Agreement. The increase in net premiums earned under the Reinsurance Agreement resulted from increased cessions from C&F in 2015,2018, arising from a higher volume of underwriting activity under the Agency Agreement. The higher volume

of underwriting activity was due to the continued marketing of the program by APSLProtexure resulted in increased penetration in targeted markets.

For the years ended December 31, 20152018 and 2014,2017, we recorded commission income under the Agency Agreement of $3,093,980$5,497,779 and $2,221,538,$4,779,796, respectively, an increase of $872,442$717,983 or 39.3%15%. This increase resulted from athe higher volume of premiums written under the Agency Agreement in 2015.

2018, as referred to above.

We recorded net investment income of $256,270$384,409 for the year ended December 31, 20152018 compared to $270,898$399,476 for the year ended December 31, 2014,2017, a decrease of $14,628$15,067 or 5.4%3.8%. The declinedecrease in net investment income is due to (i) the reduction in the investment portfoliowas primarily due to the disposition ofdecrease in dividend income, which was attributable to a certain fixedhigher yielding equity security held in our investment portfolio during 2017 compared to 2018. This decrease was partially offset by the increase in net interest income, and equity securities and (ii) lowerwhich was attributable to higher yielding fixed income securities held in the Company’sour investment portfolio during 20152018 compared to 2014.2017. Annualized investment yield, calculated as total interest and dividends divided by the net average amount of total investments and cash and cash equivalents, was 1.0%1.5% in 2015,2018, a marginal increase from the 1.2% yield earned in 2017.

We recorded net realized and unrealized losses on investments of $2,249,172 for the year ended December 31, 2018 compared to 1.1%net realized gains of $1,555,178 for the year ended December 31, 2017, a decrease of $3,804,350 or 244.6%. The decrease was primarily related to the decrease in 2014.

Salesthe fair value of securitiesour equity investments of $3,792,846 during the year ended December 31, 2015 resulted in realized gains on investments, net of impairment, of $195,796 compared to $2,709,187 during the year ended December 31, 2014, a decrease of $2,513,391 or 92.8%. The decrease in realized gains primarily related to decreased sales of equity securities in an

unrealized gain position in 2015 compared to 2014 and to the increase in other-than-temporary impairment charges in 2015 compared to 2014. Increased positive cash flows2018, which was attributable to unfavorable market conditions at the Reinsurance Agreement during 2015 has reducedend of 2018. As a result of our adoption ofASU-2016-01 on January 1, 2018, the needchanges in fair value of our equity investments subsequent to sell investments to fundJanuary 1, 2018 are recognized within net realized and unrealized gains (losses) on the consolidated statement of operations.

Unrealized gain on investments was $5,265,981$5,029,160 at December 31, 20142017 compared to $4,337,510an unrealized loss of $218,348 at December 31, 2015.2018. As a result of our adoption ofASU-2016-01 on January 1, 2018, the unrealized gain or loss position of our equity investments subsequent to January 1, 2018 are no longer recognized within accumulated other comprehensive income on our consolidated balance sheet. The cumulative effect of our adoption of ASU 2016-01on January 1, 2018 resulted in a $5,092,950 decrease to accumulated other comprehensive income. We consider our entire fixed income investment portfolio to be available for sale and accordingly all fixed income investments are reported at fair value, with changes in net unrealized gains and losses reflected as an adjustment to accumulated other comprehensive income. The decreaseGiven the nature of our investments in fixed maturities and the average duration of our fixed maturity securities, the return of our fixed maturities investments will be impacted by changes in interest rates. As a result to the current rising rate environment, our fixed income securities have experienced unrealized gain on investments was due primarilylosses prior to a decline in the market value of the Company’s equity portfolio.maturity. Declines in the fair value of fixed income investments below cost are evaluated for other than temporary impairment losses. The evaluation for other than temporary impairment losses is a quantitative and qualitative process which is subject to risks and uncertainties in the determination of whether declines in the fair value of fixed income investments are other than temporary. The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition or near term recovery prospects, and the effects of changes in interest rates. Our accounting policy requires that a decline in the fair value of a fixed income security below its cost basis be assessed to determine if the decline is other than temporary. If so, the fixed income security is deemed to be impaired, and a charge is recorded in net realized losses equal to the difference between the fair value and the cost basis of the security. The fair value of the impaired fixed income investment becomes its new cost basis.

The composition of the investment portfolio at December 31, 20152018 and 2014 is2017 was as follows:

 

  2015 2014   2018 2017 

U.S. government agency securities

   7  2   24 15

Obligations of state and political subdivisions

   26    27     7  13 

Corporate debt securities

   2    2     21  20 

Equity securities (including the hedge fund)

   65    69  

Equity securities

   48  52 
  

 

  

 

   

 

  

 

 
   100  100   100 100
  

 

  

 

   

 

  

 

 

Our losses and loss adjustment expenses increased by 54.2%9.8% to $3,593,663$6,235,474 in 20152018 from $2,330,128$5,677,589 in 2014.2017. The increase in the 20152018 amount iswas mainly attributable to the increase in current year losses and loss adjustment expenses under the Reinsurance Agreement due to increased cessions from C&F, as discussed above. Our loss ratio under the Reinsurance Agreement, calculated as the ratio of losses and loss adjustment expenses to net premiums earned, was 66.6%61.5% in 20152018 and 68.0%64.5% in 2014.2017. The decrease in this loss ratio was primarily the result of losses during thedue to favorable settlements on claims in accident years 2015 and 2016, partially offset by higher than expected large loss emergence in accident year ended December 31, 2015 emerged at levels consistent with expectations, as discussed in more detail on page 25 under the caption “Losses and Loss Adjustment Expenses.” The 2014 amount includes unfavorable development of prior years’ estimates of losses and loss adjustment under the Reinsurance Agreement, specifically on the 2013 policy year.

We will continue to monitor our reserve for losses and loss expenses for any new claims information and adjust our reserve for losses and loss expenses accordingly.

2017.

We recorded policy acquisition costs of $2,006,741$3,748,958 for the year ended December 31, 20152018 compared to policy acquisition costs of $1,357,718$3,256,202 for the year ended December 31, 2014.2017. Policy acquisition costs, which are primarily ceding commissions paid to the ceding insurer, are established as a percentage of premiums written; therefore,written. Therefore, any increase or decrease in premiums written will result in a similar increase or decrease in policy acquisition costs. The policy acquisition costs recorded for the years ended December 31, 20152018 and 20142017 were 37% of the premiums earned under the Reinsurance Agreement of $5,423,599$10,132,515 and $3,669,493,$8,800,758, respectively.

The CompanyWe incurred operating and management expenses of $4,765,725$6,598,204 for the year ended December 31, 20152018 compared to $4,604,482$5,971,764 for the year ended December 31, 2014,2017, an increase of $161,243$626,440 or 3.5%10.5%. The increase was primarily attributable to increased salaries and related costs associated with APSL’sProtexure’s hiring of additional producer personnel during 2018 and to increased net commissions paid to outside brokers in 2015.

association with the Agency Agreement during 2018 compared to 2017.

We recorded an income tax benefit of $2,701,396 for the year ended December 31, 2018 compared to income tax expense of $0 for the year ended December 31, 2017. At December 31, 2017, we recorded a full valuation allowance against Protexure’s deferred tax assets in the amount of $2,800,000 as management determined it was more likely than not that a tax benefit would not be realized. At December 31, 2018, management now believes there is sufficient evidence to support the reversal of the full valuation allowance. The release of this allowance has resulted in the recognition of Protexure’s deferred tax assets and to the recording of an income tax benefit. See Note 10 to our financial statements included in this Annual Report on Form10-K for additional details.

Fair Value of Investments

The following tables show the fair value of the Company’sour investments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” as of December 31, 20152018 and 2014.2017.

 

  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)
 

December 31, 2015

     

U.S. government agency securities

 $1,479,386   $1,479,386   $—     $1,479,386   $—    

Obligations of state and political subdivisions

  5,898,556    5,898,556     5,898,556   

Corporate debt securities

  313,244    313,244     313,244   
 

 

 

  

 

 

    

Total fixed maturity investments

  7,691,186    7,691,186     
 

 

 

  

 

 

    

Equity securities (excluding the hedge fund)

  13,033,452    13,033,452    13,033,452    
 

 

 

  

 

 

    

Total equity securities (excluding the hedge fund)

  13,033,452    13,033,452     
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Hedge fund measured at net asset value (a)

  1,669,393    1,669,393     
 

 

 

  

 

 

    

Total investments

 $22,394,031   $22,394,031   $13,033,452   $7,691,186   $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

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

December 31, 2018

     

U.S. government agency securities

 $6,673,732  $6,673,732  $—    $6,673,732  $—   

Obligations of U.S. state and political subdivisions

  1,902,940   1,902,940    1,902,940  

Corporate debt securities

  6,011,408   6,011,408    6,011,408  
 

 

 

  

 

 

    

Total fixed maturity investments

  14,588,080   14,588,080    
 

 

 

  

 

 

    

Equity securities

  13,445,226   13,445,226   13,445,226   
 

 

 

  

 

 

    

Total equity securities

  13,445,226   13,445,226    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total investments

 $28,033,306  $28,033,306  $13,445,226  $14,588,080  $—   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  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)
 

December 31, 2014

     

U.S. government agency securities

 $451,359   $451,359   $—     $451,359   $—    

Obligations of state and political subdivisions

  5,665,501    5,665,501     5,665,501   

Corporate debt securities

  325,689    325,689     325,689   
 

 

 

  

 

 

    

Total fixed maturity investments

  6,442,549    6,442,549     
 

 

 

  

 

 

    

Equity securities (excluding the hedge fund)

  12,808,121    12,808,121    12,808,121    
 

 

 

  

 

 

    

Total equity securities (excluding the hedge fund)

  12,808,121    12,808,121     
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Hedge fund measured at net asset value (a)

  1,689,837    1,689,837     
 

 

 

  

 

 

    

Total investments

 $20,940,507   $20,940,507   $12,808,121   $6,442,549   $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

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

December 31, 2017

     

U.S. government agency securities

 $4,380,500  $4,380,500  $—    $4,380,500  $—   

Obligations of U.S. state and political subdivisions

  3,993,133   3,993,133    3,993,133  

Corporate debt securities

  6,136,994   6,136,994    6,136,994  
 

 

 

  

 

 

    

Total fixed maturity investments

  14,510,627   14,510,627    
 

 

 

  

 

 

    

Equity securities (excluding the hedge fund)

  15,493,204   15,493,204   15,493,204   
 

 

 

  

 

 

    

Total equity securities (excluding the hedge fund)

  15,493,204   15,493,204    
 

 

 

  

 

 

    

Hedge fund measured at net asset value (a)

  11,493   11,493    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total investments

 $30,015,324  $30,015,324  $15,493,204  $14,510,627  $—   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)

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

There were no transfers between Levels 1 and 2 during the years ended December 31, 20152018 and 2014.

The Company assesses whether declines in the fair value of its fixed maturity investments classified as available-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 as available-for-sale that were in an unrealized loss position at December 31, 2015. In assessing whether it is more likely than not that the Company will be required to sell a fixed maturity investment before its anticipated recovery, the Company considers various factors including its future cash flow requirements, legal and regulatory requirements, the level of its cash, cash equivalents, short term investments and fixed maturity investments available for sale in an unrealized gain position, and other relevant factors. For the year ended December 31, 2015, 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.

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 December 31, 2015 and December 31, 2014, relating to eleven and nine fixed maturity securities, amounted to $18,853 and $22,093, respectively, and fifteen and fourteen equity securities, amounted to $87,838 and $62,458, respectively. The Company has the intent and ability to hold these securities either to maturity or until the fair value recovers above the adjusted cost. The unrealized losses on these available for sale fixed maturity securities were not as a result of credit, collateral or structural issues. As a result of the decline in fair value below cost, the Company recorded a total other-than-temporary impairment charge of $783,005 and $121,623 on nine and eight equity securities during the years ended December 31, 2015 and 2014, respectively.

2017.

Our fixed income, equity and hedge fund portfolios are invested in accordance with a written Investment Policy Statement adopted by our Board of Directors. We engage professional advisors to manageday-to-day investment matters under the oversight of our Investment Committee.

Our fixed income portfolio is managed with the target objectives of achieving an annualized rate of return for the trailing5-year period of 250 basis points over the Consumer Price Index, and total returns commensurate with Merrill Lynch’s U.S. Domestic Index. Our overall fixed income portfolio is required to have at least an “A” S&P rating, an “A2” Moody’s rating or an equivalent rating from comparable rating agencies.

Our equity securities are managed by two external large cap value advisors. Our investment approach is to focus on increasing the fair market value of our equity securities by investing in companies that may or may not be paying a dividend but whose market values may increase over time. Some of the key factors we consider in a prospective company to invest in include the discount to value and the quality of the management team.

Our equity portfolios are managed with the target objectives of achieving an annualized rate of return over a trailing3-year to5-year period of 400 basis points over the Consumer Price Index, total returns at least equal to representative benchmarks such as the various S&P indices, and a ranking in the top half of the universe of other actively managed equity funds with similar objectives and risk profiles.

Our hedge fund portfolio is managed to reduce overall portfolio risk and it is required to invest over all major strategies.

Under existing accounting principles generally accepted in the United States, 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 FASB’s 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 input that is significant to determining such measurement. The three levels are defined as follows:

 

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

 

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

 

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

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 December 31, 20152018 and what level within the fair value hierarchy each valuation technique resides:

 

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

 

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

 

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

 

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

Hedge fund: Comprised of a hedge fund whose objective iswas to seek attractive long-term returns with lower volatility by investing in a range of diversified investment strategies. The fund invests in a diversified pool of hedge fund managers, generally across six different strategies: long/short equities, long/short credit, macro, multi-strategy opportunistic, event-driven, and portfolio hedge. The fair value of the hedge fund is based on the net asset value of the fund as reported by the external fund manager. The use of net asset value as an estimate of

As stated above, in May 2016, the fair value for investments in certain entities that calculate net asset value is a permitted practical expedient. Redemptions of the hedge fund occur on a quarterly basis, with required notice of 95 days. In accordance with Subtopic 820-10, the fair valuemanager of our hedge fund is not classified inportfolio chose to liquidate the fair value hierarchy.fund and return its capital to the investors.

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 challenge any 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.

There have been no material changes to any of our valuation techniques from what was used as of December 31, 2014.2017. Since the fair value of a financial instrument is an estimate of what a willing buyer would pay for our asset if we sold it, we will not know the ultimate value of our financial instruments until they are sold. We believe the valuation techniques utilized provide us with the best estimate of the price that would be received to sell our assets or transfer our liabilities in an orderly transaction between participants at the measurement date.

Though current market conditions appear to have improved, there is still the potential for further instability. This could present additional risks and uncertainties for our business and make it more difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions and estimates that may have significantperiod-to-period changes that could have a material adverse effect on our results of operations or financial condition.

At December 31, 2015 and December 31, 2014, the Company had investments in certificates of deposit (“CD”) in the amount of $980,000 and $1,470,000, respectively, comprising 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 have maturities ranging from two to five years and are classified as other invested assets on the Company’s consolidated balance sheet.

As of December 31, 2015,2018, our total investments were $22,394,031, an increase$28,033,306, a decrease of $1,453.524$1,982,018 or 6.9%6.6%, from $20,940,507$30,015,324 at December 31, 2014.2017. This decrease was primarily due to the increasedecrease in the fair value of certain equity securities as a result of favorableunfavorable market conditions, and topartially offset by the purchase of additional equity securities and fixed income securities with net

premiums received under the Reinsurance Agreement. The cash and cash equivalents balance increased from $2,723,369$5,008,138 at December 31, 20142017 to $3,073,747$5,498,914 at December 31, 2015,2018, an increase of $350,378$490,776 or 12.9%9.8%. The amount of cash and cash equivalents varies depending on the maturities of fixed term investments and on the level of funds invested in money market funds. The restricted cash and cash equivalents balance decreased from $1,110,372$710,818 at December 31, 20142017 to $608,370$472,132 at December 31, 2015,2018, a decrease of $502,002$238,686 or 45.2%33.6%. TheThis decrease iswas due to the timing of sales and maturities of investments held as restricted cash at December 31, 20152018 that have been reinvested. Other invested assets decreased from $1,470,000 at December 31, 2014 to $980,000 at December 31, 2015, a decrease of $490,000 or 33.3%. This decrease was due to the maturity of certain other invested assets. The ratio of cash, total investments and other invested assets to total liabilities at December 31, 20152018 was 2.10:1.30:1, compared to a ratio of 3:02:1.56:1 at December 31, 2014.2017. The decrease in the ratio was primarily attributable to an increase in unpaid losses and loss adjustment expenses and unearned premium assumed under the Reinsurance Agreement.

Agreement and the decrease in the fair value of certain equity securities as a result of unfavorable market conditions.

Total cash, investments and other invested assets increaseddecreased from $26,244,248$35,734,280 at December 31, 20142017 to $27,056,148$34,004,352 at December 31, 2015, an increase2018, a decrease of $811,900$1,729,928 or 3.1%4.8%. The net increasedecrease resulted primarily from (i) the decrease in the fair value of certain equity securities as a result of unfavorable market conditions, (ii) net cash outflows to fund our operations and (iii) dividends of $313,417 paid during the year. These decreases were partially offset by positive cash inflows in relation to net investment income and net premiums received under the Reinsurance Agreement in the amount of $2,913,882. These increases$2,357,973.

Other than Temporary Impairment

We assess whether declines in the fair value of our 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 we intend to sell the fixed maturity investment or if it is more likely than not we will be required to sell the fixed maturity investment before its anticipated recovery; and

(2) assessing whether a credit loss exists, that is, where we expect 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.

We did not intend to sell any fixed maturity investments classified asavailable-for-sale that were partially offset byin an unrealized loss position at December 31, 2018. In assessing whether it is more likely than not that we will be required to sell a fixed maturity investment before its anticipated recovery, we consider various factors including our future cash flow requirements, legal and regulatory requirements, the level of its cash, cash equivalents, short term investments and fixed maturity investments available for sale in an unrealized gain position, and other relevant factors. For the year ended December 31, 2018, we did not recognize any other-than-temporary impairments due to sales.

In evaluating credit losses, we consider 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.

If we conclude a fixed income security is other-than-temporarily impaired, we write down the amortized cost of the security to fair value, with a charge to net cash outflowsrealized investment gains (losses) in the Consolidated Statement of Operations. Gross unrealized losses on the investment portfolio as of December 31, 2018 and December 31, 2017, relating to fund35 and 23 fixed maturity securities, amounted to $226,369 and $83,170, respectively. We have the operationsability and intent to hold these securities either to maturity or until the fair value recovers above the adjusted cost. The unrealized losses on these available for sale fixed maturity securities were not as a result of APSL and dividends of $316,207 paid duringcredit, collateral or structural issues. During the year.year ended 2018, no other-than-temporary impairment charges were recorded.

Liquidity and Capital Resources

Our cash needs consist of settlement of losses and expenses under our reinsurance treaties and fundingday-to-day operations. During the continued 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 without having to resort to borrowing, which would be subject to regulatory limitations.

The assumed reinsurance balances receivable represents the current assumed premiums receivable less commissions payable to the fronting carriers. As of December 31, 2015,2018, the balance was $1,031,992$2,651,863 compared to $837,712$2,375,629 as of December 31, 2014.2017. The increase resulted from a higher level of premiums assumed under the Reinsurance Agreement during 2015.

2018.

The assumed reinsurance payable represents current reinsurance losses payable to the fronting carriers. As of December 31, 2015,2018, the balance was $269,055$2,171,767 compared to $28,533$1,883,879 as of December 31, 2014.2017. This balance fluctuates due to the timing of reported losses.

Deferred policy acquisition costs, which represent the deferral of ceding commission expense related to premiums not yet earned, increased from $768,259$1,622,676 at December 31, 20142017 to $1,066,789$1,869,368 at December 31, 2015.2018. The increase in deferred policy acquisition costs in 20152018 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 $1,042,249$1,981,913 at December 31, 2015,2018, an increase of 25.0%17.8% from December 31, 2014.2017. The balance primarily relatesrelated 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 attributable to an increase in premiums due to APSLProtexure under the Agency Agreement. This balance fluctuates due to the timing of the prepayments and to the timing of the premium receipts by APSL.

Protexure.

Accrued expenses and other liabilities primarily represent premiums payable by APSLProtexure to C&F under the Agency Agreement and expenses accrued relating largely to professional fees. The balance increased from $2,409,771$5,361,443 at December 31, 20142017 to $3,129,906$5,934,408 at December 31, 2015,2018, an increase of $720,135$572,965 or 29.9%10.7%. The

increase in the balance was attributable to an increase in premiums payable by APSLProtexure to C&F under the Agency Agreement. This balance fluctuates due to the timing of the premium payments to C&F and payments of professional fees.

AmerInstWe paid two semi-annual dividendsan annual dividend of $0.25$0.50 per share during 20152018 and 2014.2017. During 2015,2018, the total dividend amount was reduced by $12,056$8,745 which represents a write back of uncashed dividends issued prior to 20102013 to shareholders that we have been unable to locate. During 2014,2017, the total dividend amount was reduced by $10,054,$19,404 which represents a write back of uncashed dividends issued prior to 20092012 to shareholders that we werehave been unable to locate. Since AmerInstwe began paying consecutive dividends in 1995, our original shareholders have received approximately $20.87$22.37 in cumulative dividends per share, which when measured by a total rate of return calculation has resulted in an effective annual rate of return of approximately 8.75%8.51% from the inception of the Company, based on a per share purchase price of $8.33 paid by the original shareholders, and using a book value of $26.97$28.50 per share as of December 31, 2015.

2018.

Total dividends paid were $316,207$313,417 and $322,328$303,919 in 20152018 and 2014,2017, respectively, net of the recorded write backs. Continuation of dividend payments is subject to the Board of Directors’ continuing evaluation of our level of surplus compared to our capacity to accept more business. One of our objectives is to retain sufficient surplus to enable the successful implementation of our business plan.

AMIC Ltd.’s ability to pay dividends to AmerInst is subject to the provisions of the Bermuda insurance and companies laws and the requirement to provide the ceding companies with collateral. As of December 31, 2018, approximately $18.4 million was available for the declaration of dividends to shareholders. Under the Companies Act, AMIC Ltd. would be prohibited from declaring or paying a dividend at December 31, 2015 if such payment would reduce the realizable value of its assets to an amount less than the aggregate value of its liabilities, issued share capital, and share premium accounts. As of December 31, 2015, approximately $33.9 million was available for the declaration of dividends to shareholders. However, due to the requirement to provide the ceding companies with collateral, approximately $25.7 million was available for the payment of dividends to the shareholders. In addition, AMIC Ltd. must be able to pay its liabilities as they fall due after the payment of a dividend. Our ability to pay dividends to common shareholders and to pay our operating expenses is dependent on cash dividends from our subsidiaries. The payment of such dividends by AMIC Ltd., including its subsidiary Investco, to us is also limited under Bermuda law by the Insurance Act and Related Regulations which require that AMIC Ltd. maintain minimum levels of solvency and liquidity. For the years ended December 31, 20152018 and 20142017 these requirements have been met as follows:

 

   Statutory
Capital & Surplus
   Relevant Assets 
   Minimum   Actual   Minimum   Actual 

December 31, 2015

  $1,234,565    $34,896,907    $19,584,436    $19,584,436  

December 31, 2014

  $1,000,000    $36,146,852    $17,808,898    $17,808,898  

   Statutory
Capital & Surplus
   Relevant Assets 
   Minimum   Actual   Minimum   Actual 

December 31, 2018

  $1,948,389   $38,660,378   $29,027,748   $29,027,748 

December 31, 2017

  $1,716,466   $37,271,440   $28,045,967   $28,045,967 

AMIC Ltd. has received the BMA’s approval for the utilization of its investment in Investco as a relevant asset up to an aggregate amount sufficient to meet and maintain the minimum liquidity ratio.

ratio, but not exceeding $11,000,000.

The BMA has authorized Investco to purchase the Company’sour common shares from shareholders who have died or retired from the practice of public accounting and on a negotiated basis. Through March 1, 2016,2019, Investco had purchased 186,283217,661 common shares from shareholders who had died or retired for a total purchase price of $5,287,360.$6,186,730. From time to time, Investco has also purchased shares in privately negotiated transactions. Through that date, Investco had purchased an additional 75,069 common shares in such privately negotiated transactions for a total purchase price of $1,109,025.

Losses and Loss Adjustment Expenses

The consolidated financial statements include our estimated liability for unpaid losses and loss adjustment expenses (“LAE”) for our insurance operations. LAE is determined utilizing both case-basis evaluations and

actuarial projections, which together represent an estimate of the ultimate net cost of all unpaid losses and LAE incurred through December 31 of each year. These estimates are subject to the effect of trends in future claim severity and frequency.development. The estimates are continually reviewed and, as experience develops and new information becomes known, the liability is adjusted as appropriate, and reflected in current financial reports. The anticipated effect of inflation is implicitly considered when estimating liabilities for losses and LAE. Future average severityclaim development is projected based on historical trends adjusted for anticipated changes in underwriting standards, policy provisions and general economic trends. These anticipated trends are monitored based on actual developments and are modified as necessary.

An actuarial review and projection was performed for us by our independent actuary as of December 31, 2015.2018. We review the actuarial estimates throughout the year for the possible impact on our financial position.

Loss reserves relate only to accountants’ and attorneys’ professional liability from CAMICO and Crum & Forster (“C&F”)&F programs, and were calculated under the methodologies described below. During 2015,2018, losses emerged at levels consistent with expectations in total for both CAMICO and C&F business.

CAMICO was a new program for the Company in 2005. The program provides professional liability coverage to accountants. To calculate the policy year ultimate losses and allocated loss adjustment expenses for CAMICO the actuary applied paid and incurred loss development, paid and incurred Bornhuetter-Ferguson, and paid and incurred Cape Cod methods to the actual CAMICO experience as of December 31, 2015. In the calculations, the actuary used CAMICO and industry benchmark paid and incurred loss and allocated loss adjustment expenses development information. The a priori loss and allocated loss adjustment expenses ratios used in the Bornhuetter-Ferguson method calculations were selected based on the Company’s unpaid claim liability review of CAMICO experience as of December 31, 2014. Low and high scenario ultimate loss and allocated loss adjustment expense estimates were selected by the actuary based on sensitivity testing of results of the CAMICO actuarial analysis to reasonable alternative assumptions.

expectations.

C&F was a new program for the Companyus in 2010. The program provides professional liability coverage to accountants and lawyers. To calculate the policy year ultimate losses and allocated loss adjustment expenses for C&F, the actuary applied paid and incurred loss development, paid and incurred Bornhuetter-Ferguson, and paid and incurred Cape Cod methods to the actual C&F experience as of December 31, 2015,September 30, 2018, separately for accountants and lawyers experience. Policy year ultimate losses are projected to December 31, 2018 on a combined accountants and lawyers experience basis by reviewing the actual loss emergence in the 4th calendar quarter of 2018 compared to the expected emergence implied by the average of the paid and incurred loss development patterns selected as of September 30, 2018. In the calculations, the actuary relied on company and industry benchmark loss and allocated loss adjustment expense development patterns. The a priori loss and allocated loss adjustment expensesexpense ratios used in the Bornhuetter-Ferguson method calculations were selected based on the Company’sour unpaid claim liability review of C&F experience as of December 31, 2014.2017. Low and high scenario ultimate loss and allocated loss adjustment expense estimates were selected by the actuary based on sensitivity testing of results of the C&F actuarial analysis to reasonable alternative assumptions.

The following table shows the development of the estimated liability for the previous 10 years of the Company’s operations:

ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSES DEVELOPMENT

(Thousands of U.S. Dollars)

  Year Ended December 31, 
  2005  2006  2007  2008  2009  2010  2011  2012  2013  2014  2015 

Gross Liability for Loss and LAE Reserves

 $28,885   $28,161   $27,411   $24,416   $1,510   $1,203   $1,043   $1,408   $2,720   $4,177   $6,583  

Reinsurance Recoverable for Unpaid Loss and LAE Reserves

  —      —      —      —      —      —      —      —      —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net Liability for Unpaid Losses and LAE Reserves

 $28,885   $28,161   $27,411   $24,416   $1,510   $1,203   $1,043   $1,408   $2,720   $4,177   $6,583  
  Year Ended December 31, 
  2005  2006  2007  2008  2009  2010  2011  2012  2013  2014  2015 

Losses Re-estimated as of:

           

One Year Later

 $26,323   $25,251   $22,139   $21,104   $1,490   $1,110   $939   $2,057   $2,328   $4,178    —    

Two Years Later

  22,493    19,780    18,006    20,980    1,399    1,066    1,591    1,608    2,327    

Three Years Later

  17,752    15,143    17,832    20,873    1,296    1,671    1,352    1,643     

Four Years Later

  13,916    15,011    17,740    20,786    1,959    1,491    1,408      

Five Years Later

  13,844    14,931    17,682    21,141    1,792    1,508       

Six Years Later

  13,784    14,899    17,790    21,017    1,792        

Seven Years Later

  13,782    14,935    17,747    21,017         

Eight Years Later

  13,810    14,935    17,747          

Nine Years Later

  13,813    14,935           

Ten Years Later

  13,813            

Cumulative Redundancy (Deficiency)

  15,072    13,225    9,664    3,399    (282  (305  (365  (235  373    (1  —    

Cumulative Amount Paid Through:

           

One Year Later

  3,820    3,314    3,970    19,902    334    322    217    549    684    899    —    

Two Years Later

  6,166    6,310    17,208    20,195    656    444    685    986    1,132    

Three Years Later

  8,176    14,653    17,406    20,427    773    894    969    1,183     

Four Years Later

  13,675    14,759    17,540    20,480    1,223    1,146    1,112      

Five Years Later

  13,687    14,830    17,553    20,719    1,474    1,277       

Six Years Later

  13,747    14,839    17,657    20,890    1,603        

Seven Years Later

  13,752    14,910    17,705    20,960         

Eight Years Later

  13,810    14,913    17,710          

Nine Years Later

  13,812    14,913           

Ten Years Later

  13,812            

The above table of losses re-estimated has been prepared on a net basis (i.e., loss and loss adjustment expenses and reinsurance recoveries receivable have not been grossed-up). The table has been prepared on a net basis due to the relative immateriality of reinsurance balances when considered in relation to total loss and loss adjustment expense reserves, and due to the costs of providing such information relative to any benefits of providing it.

The above table presents the development of balance sheet liabilities for 2005 through 2015 as of year-end 2015, and includes the CNA program liabilities through 2008 (the CNA program was commuted at year-end 2008). The top line of the table shows the original recorded unpaid liability for losses and LAE recorded at the balance sheet date for each of the indicated years.

This liability represents the estimated amount of losses and LAE for claims arising in all prior years, both paid and unpaid at the balance sheet date, including losses that had been incurred, but not yet reported, to the Company. The upper portion of the table shows the experience as of the end of each succeeding year. The estimate is increased or decreased as more information becomes known about the frequency and severity of claims.

The “cumulative redundancy (deficiency)” represents the aggregate change in the estimates over all prior years. For example, the 2008 liability has developed a $3,399,000 redundancy which has been reflected in income in subsequent years as the reserves were re-estimated.

The lower section of the table shows the cumulative amount paid in respect of the previously recorded liability as of the end of each succeeding year. For example, the 2008 year end liability was originally $24,416,000. As of December 31, 2015, we had paid $20,960,000 of the currently estimated $21,017,000 of losses and LAE that had been incurred for 2008 and prior years through the end of 2015; thus an estimated $57,000 in losses incurred through 2008 remain unpaid as of the current financial statement date.

In evaluating this information, it should be understood that each amount includes the effects of all changes in amounts for prior periods. This table does not present accident or policy year development data, which readers may be more accustomed to analyzing. Conditions and trends that have affected development of liabilities in the past may not necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate future redundancies or deficiencies based on this table.

Off-Balance Sheet Arrangements

We do not have anyoff-balance sheet arrangements required to be disclosed under Item 303(a)(4) of RegulationS-K promulgated by the Securities and Exchange Commission.

Inflation

The impact of inflation on the insurance industry differs significantly from that of other industries where large portions of total resources are invested in fixed assets, such as property, plant and equipment. Assets and liabilities of insurance companies, like other financial institutions, are virtually all monetary in nature, and therefore are primarily impacted by interest rates rather than changing prices. While the general level of inflation underlies most interest rates, interest rates react more to changes in the expected rate of inflation and to changes in monetary and fiscal policy. Therefore, we do not believe that inflation has materially impacted our results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

The financial statements required by this Item are listed below:

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

 

   Page 

Financial Statements:

  

Report of Independent Registered Public Accounting Firm

28

Consolidated Balance Sheets

29

Consolidated Statements of Operations

   30 

Consolidated Balance SheetsStatements of Comprehensive Income

   31 

Consolidated Statements of OperationsChanges in Shareholders’ Equity

   32 

Consolidated Statements of Comprehensive LossCash Flows

   33 

Notes to the Consolidated Financial Statements of Changes in Shareholders’ Equity

   34 

Consolidated Statements of Cash Flows

35

Notes to the Consolidated Financial Statements

36

Financial Statement Schedules:

  

Schedules I, II, III, IV, V, and VI are omitted as they are inapplicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors and Shareholders of

AmerInst Insurance Group, Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AmerInst Insurance Group, Ltd. and subsidiaries (the “Company”) as of December 31, 20152018 and 2014, and2017, the related consolidated statements of operations, comprehensive loss,(loss) income, changes in shareholders’ equity, and cash flows, for each of the two years then ended. in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements and financial statement schedule based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of AmerInst Insurance Group, Ltd. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte Ltd.

Hamilton, Bermuda

March 28, 2016

29, 2019

We have served as the Company’s auditor since 1998.

AMERINST INSURANCE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

December 31, 20152018 and 20142017

(expressed in U.S. dollars)

 

  2015 2014   2018 2017 

ASSETS

      

Investments (Notes 3 and 4):

      

Fixed maturity investments, at fair value (amortized cost $7,637,599 and $6,363,646)

  $7,691,186   $6,442,549  

Equity securities, at fair value (cost $10,418,922 and $9,310,880)

   14,702,845    14,497,958  

Fixed maturity investments, at fair value (amortized cost $14,806,427 and $14,574,417)

  $14,588,080  $14,510,627 

Equity securities, at fair value (cost $12,145,120 and $10,411,747)

   13,445,226  15,504,697 
  

 

  

 

   

 

  

 

 

TOTAL INVESTMENTS

   22,394,031    20,940,507     28,033,306  30,015,324 

Cash and cash equivalents

   3,073,747    2,723,369     5,498,914  5,008,138 

Restricted cash and cash equivalents

   608,370    1,110,372     472,132  710,818 

Other invested assets (Note 5)

   980,000    1,470,000  

Assumed reinsurance premiums receivable

   1,031,992    837,712     2,651,863  2,375,629 

Accrued investment income

   59,342    53,409     88,569  83,345 

Property and equipment (Note 6)

   130,740    291,983  

Property and equipment (Note 5)

   776,382  316,066 

Deferred income taxes (Note 10)

   2,730,000   —   

Deferred policy acquisition costs

   1,066,789    768,259     1,869,368  1,622,676 

Prepaid expenses and other assets

   1,042,249    834,067     1,981,913  1,682,301 
  

 

  

 

   

 

  

 

 

TOTAL ASSETS

  $30,387,260   $29,029,678    $44,102,447  $41,814,297 
  

 

  

 

   

 

  

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

LIABILITIES

      

Unpaid losses and loss adjustment expenses (Note 7)

  $6,583,474   $4,177,277  

Unpaid losses and loss adjustment expenses (Note 6)

  $12,989,260  $11,228,507 

Unearned premiums

   2,883,203    2,076,370     5,051,847  4,385,354 

Assumed reinsurance payable

   269,055    28,533     2,171,767  1,883,879 

Accrued expenses and other liabilities

   3,129,906    2,409,771     5,934,408  5,361,443 
  

 

  

 

   

 

  

 

 

TOTAL LIABILITIES

  $12,865,638   $8,691,951    $26,147,282  $22,859,183 
  

 

  

 

   

 

  

 

 

COMMITMENTS AND CONTINGENCIES

      

SHAREHOLDERS’ EQUITY

      

Common shares, $1 par value, 2015 and 2014: 2,000,000 shares authorized, 995,253 issued and outstanding

  $995,253   $995,253  

Common shares, $1 par value, 2018 and 2017: 2,000,000 shares authorized, 995,253 issued and outstanding

  $995,253  $995,253 

Additional paid-in-capital

   6,287,293    6,287,293     6,393,730  6,323,450 

Retained earnings

   14,213,781    15,926,472     19,725,581  15,061,757 

Accumulated other comprehensive income

   4,337,510    5,265,981     (218,348 5,029,160 

Shares held by Subsidiary (345,610 and 339,862 shares) at cost

   (8,312,215  (8,137,272

Shares held by Subsidiary (365,198 and 350,930 shares) at cost

   (8,941,051 (8,454,506
  

 

  

 

   

 

  

 

 

TOTAL SHAREHOLDERS’ EQUITY

   17,521,622    20,337,727     17,955,165  18,955,114 
  

 

  

 

   

 

  

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $30,387,260   $29,029,678    $44,102,447  $41,814,297 
  

 

  

 

   

 

  

 

 

See accompanying notes to the consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

years ended December 31, 2018 and 2017

(expressed in U.S. dollars)

   2018  2017 

REVENUES

   

Net premiums earned (Note 8)

  $10,132,515  $8,800,758 

Commission income

   5,497,779   4,779,796 

Net investment income (Note 4)

   384,409   399,476 

Net realized and unrealized (loss) gain on investments (Note 4)

   (2,249,172  1,555,178 
  

 

 

  

 

 

 

TOTAL REVENUES

   13,765,531   15,535,208 
  

 

 

  

 

 

 

LOSSES AND EXPENSES

   

Losses and loss adjustment expenses (Note 6)

   6,235,474   5,677,589 

Policy acquisition costs

   3,748,958   3,256,202 

Operating and management expenses (Note 9)

   6,598,204   5,971,764 
  

 

 

  

 

 

 

TOTAL LOSSES AND EXPENSES

   16,582,636   14,905,555 
  

 

 

  

 

 

 

(LOSS) INCOME BEFORE TAX

   (2,817,105  629,653 
  

 

 

  

 

 

 

Tax (benefit) expense (Note 10)

   (2,701,396  —   
  

 

 

  

 

 

 

NET (LOSS) INCOME AFTER TAX

  $(115,709 $629,653 
  

 

 

  

 

 

 

NET (LOSS) INCOME PER SHARE

   

Basic

  $(0.18 $0.97 

Diluted

  $(0.18 $0.97 
  

 

 

  

 

 

 

Weighted average number of common shares outstanding for the year

   

Basic

   641,918   647,341 

Diluted

   641,918   648,183 
  

 

 

  

 

 

 

 

See accompanying notes to the consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONSCOMPREHENSIVE (LOSS) INCOME

years ended December 31, 20152018 and 20142017

(expressed in U.S. dollars)

 

   2015  2014 

REVENUES

   

Net premiums earned (Note 9)

  $5,423,599   $3,669,493  

Commission income

   3,093,980    2,221,538  

Net investment income (Note 4)

   256,270    270,898  

Net realized gain on investments (Note 4)

   195,796    2,709,187  
  

 

 

  

 

 

 

TOTAL REVENUES

   8,969,645    8,871,116  
  

 

 

  

 

 

 

LOSSES AND EXPENSES

   

Losses and loss adjustment expenses (Note 7)

   3,593,663    2,330,128  

Policy acquisition costs

   2,006,741    1,357,718  

Operating and management expenses (Note 10)

   4,765,725    4,604,482  
  

 

 

  

 

 

 

TOTAL LOSSES AND EXPENSES

   10,366,129    8,292,328  
  

 

 

  

 

 

 

(LOSS) INCOME BEFORE TAX

   (1,396,484  578,788  
  

 

 

  

 

 

 

Income tax expense (Note 11)

   —      —    
  

 

 

  

 

 

 

NET (LOSS) INCOME AFTER TAX

  $(1,396,484 $578,788  
  

 

 

  

 

 

 

BASIC AND DILUTED (LOSS) INCOME PER SHARE

  $(2.13 $0.87  
  

 

 

  

 

 

 

Weighted average number of common shares outstanding for the year

   655,092    662,693  
  

 

 

  

 

 

 
   2018  2017 

NET (LOSS) INCOME AFTER TAX

  $(115,709 $629,653 
  

 

 

  

 

 

 

OTHER COMPREHENSIVE (LOSS) INCOME

   

Net unrealized holding (losses) gains arising during the period

   (154,558  2,784,930 

Reclassification adjustment for gains included in net income

   —     (1,555,178
  

 

 

  

 

 

 

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

   (154,558  1,229,752 
  

 

 

  

 

 

 

COMPREHENSIVE (LOSS) INCOME

  $(270,267 $1,859,405 
  

 

 

  

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSCHANGES IN SHAREHOLDERS’ EQUITY

years ended December 31, 20152018 and 20142017

(expressed in U.S. dollars)

 

   2015  2014 

NET (LOSS) INCOME AFTER TAX

  $(1,396,484 $578,788  
  

 

 

  

 

 

 

OTHER COMPREHENSIVE LOSS

   

Net unrealized holding (losses) gains arising during the period

   (732,675  1,549,784  

Reclassification adjustment for (gains) included in net (loss) income

   (195,796  (2,709,187
  

 

 

  

 

 

 

TOTAL OTHER COMPREHENSIVE LOSS

   (928,471  (1,159,403
  

 

 

  

 

 

 

COMPREHENSIVE LOSS

  $(2,324,955 $(580,615
  

 

 

  

 

 

 

  Common
Shares
  Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Losses)
  Shares
Held by
Subsidiary
  Total
Shareholders’
Equity
 

BALANCE AT JANUARY 1, 2017

 $995,253  $6,287,293  $14,736,023  $3,799,408  $(8,390,791 $17,427,186 

Net income

  —     —     629,653   —     —     629,653 

Issuance of stock option awards

  —     36,157   —     —     —     36,157 

Other comprehensive income

      

Unrealized gains on securities, net of reclassification adjustment

  —     —     —     1,229,752   —     1,229,752 

Purchase of shares by subsidiary, net

  —     —     —     —     (63,715  (63,715

Dividends ($0.50 per share)

  —     —     (303,919  —     —     (303,919
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE AT DECEMBER 31, 2017

 $995,253  $6,323,450  $15,061,757  $5,029,160  $(8,454,506 $18,955,114 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loss

  —     —     (115,709  —     —     (115,709

Issuance of stock option awards

  —     70,280   —     —     —     70,280 

Other comprehensive loss

      

Unrealized (losses) on securities, net of reclassification adjustment

  —     —     —     (154,558  —     (154,558

Purchase of shares by subsidiary, net

  —     —     —     —     (486,545  (486,545

Dividends ($0.50 per share)

  —     —     (313,417  —     —     (313,417

Cumulative effect of adoption of accounting guidance(ASU 2016-01)

  —     —     5,092,950   (5,092,950  —     —   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE AT DECEMBER 31, 2018

 $995,253  $6,393,730  $19,725,581  $(218,348 $(8,941,051 $17,955,165 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

See accompanying notes to the consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYCASH FLOWS

years ended December 31, 20152018 and 20142017

(expressed in U.S. dollars)

 

  Common
Shares
  Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Losses)
  Shares
Held by
Subsidiary
  Total
Shareholders’
Equity
 

BALANCE AT JANUARY 1, 2014

 $995,253   $6,287,293   $15,670,012   $6,425,384   $(7,873,535 $21,504,407  

Net income

  —      —      578,788    —      —      578,788  

Other comprehensive loss

      

Unrealized losses on securities, net of reclassification adjustment

  —      —      —      (1,159,403  —      (1,159,403

Purchase of shares by subsidiary, net

  —      —      —      —      (263,737  (263,737

Dividends ($0.50 per share)

  —      —      (322,328  —      —      (322,328
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE AT DECEMBER 31, 2014

 $995,253   $6,287,293   $15,926,472   $5,265,981   $(8,137,272 $20,337,727  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loss

  —      —      (1,396,484  —      —      (1,396,484

Other comprehensive loss

      

Unrealized losses on securities, net of reclassification adjustment

  —      —      —      (928,471  —      (928,471

Purchase of shares by subsidiary, net

  —      —      —      —      (174,943  (174,943

Dividends ($0.50 per share)

  —      —      (316,207  —      —      (316,207
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE AT DECEMBER 31, 2015

 $995,253   $6,287,293   $14,213,781   $4,337,510   $(8,312,215 $17,521,622  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   2018  2017 

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net (loss) income

  $(115,709 $629,653 

Adjustments to reconcile net income to net cash provided by operating activities:

   

Amortization of net premiums on investments

   50,368   68,506 

Issuance of stock option awards

   70,280   36,157 

Depreciation and amortization on property and equipment

   106,873   66,549 

Net realized and unrealized losses (gains) on investments

   2,249,172   (1,555,178

Changes in assets and liabilities:

   

Assumed reinsurance premiums receivable

   (276,234  (1,090,503

Accrued investment income

   (5,224  (6,370

Deferred income taxes

   (2,730,000  —   

Deferred policy acquisition costs

   (246,692  (237,761

Prepaid expenses and other assets

   (299,612  (283,562

Liability for losses and loss adjustment expenses

   1,760,753   2,286,516 

Unearned premiums

   666,493   642,348 

Assumed reinsurance payable

   287,888   629,192 

Accrued expenses and other liabilities

   572,965   682,504 
  

 

 

  

 

 

 

Net cash provided by operating activities

   2,091,321   1,868,051 
  

 

 

  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

   

Purchases of property and equipment

   (567,189  (155,627

Purchases ofavailable-for-sale securities

   (7,694,369  (11,927,360

Proceeds from sales ofavailable-for-sale securities

   4,045,798   6,462,738 

Proceeds from redemptions of hedge fund investments

   6,491   127,329 

Proceeds from redemptions of fixed maturity investments

   —     3,116,358 

Proceeds from maturities of fixed maturity investments

   3,170,000   1,940,000 
  

 

 

  

 

 

 

Net cash used in investing activities

   (1,039,269  (436,562
  

 

 

  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

   

Dividends paid

   (313,417  (303,919

Purchase of shares by subsidiary, net

   (486,545  (63,715
  

 

 

  

 

 

 

Net cash used in financing activities

   (799,962  (367,634
  

 

 

  

 

 

 

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

   252,090   1,063,855 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF YEAR

   5,718,956   4,655,101 
  

 

 

  

 

 

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR

  $5,971,046  $5,718,956 
  

 

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

years ended December 31, 2015 and 2014

(expressed in U.S. dollars)

   2015  2014 

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net (loss) income

  $(1,396,484 $578,788  

Adjustments to reconcile net loss to net cash used in operating activities:

   

Amortization of net premiums on investments

   40,834    42,990  

Depreciation and amortization on property and equipment

   168,702    216,943  

Net realized gains on sale of investments

   (195,796  (2,709,187

Changes in assets and liabilities:

   

Assumed reinsurance premiums receivable

   (194,280  (369,274

Accrued investment income

   (5,933  17,472  

Deferred policy acquisition costs

   (298,530  (365,652

Prepaid expenses and other assets

   (208,182  (283,611

Liability for losses and loss adjustment expenses

   2,406,197    1,456,991  

Unearned premiums

   806,833    988,244  

Assumed reinsurance payable

   240,522    (73,276

Accrued expenses and other liabilities

   720,135    630,176  
  

 

 

  

 

 

 

Net cash provided by operating activities

   2,084,018    130,604  
  

 

 

  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

   

Movement in restricted cash and cash equivalents

   502,002    (958,958

Purchases of property and equipment

   (7,459  (22,692

Purchases of available-for-sale securities

   (7,007,140  (4,868,150

Proceeds from sales of available-for-sale securities

   4,085,107    4,939,598  

Proceeds from redemptions of fixed maturity investments

   35,000    125,226  

Proceeds from maturities of fixed maturity investments

   1,150,000    1,630,000  
  

 

 

  

 

 

 

Net cash (used in) provided by investing activities

   (1,242,490  845,024  
  

 

 

  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

   

Dividends paid

   (316,207  (322,328

Purchase of shares by subsidiary, net

   (174,943  (263,737
  

 

 

  

 

 

 

Net cash used in financing activities

   (491,150  (586,065
  

 

 

  

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

   350,378    389,563  

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

   2,723,369    2,333,806  
  

 

 

  

 

 

 

CASH AND CASH EQUIVALENTS, END OF YEAR

  $3,073,747   $2,723,369  
  

 

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

AmerInst Insurance Group, Ltd., (“AmerInst”, “Company”, “we”, “our” or “us.”) was formed under the laws of Bermuda in 1998. The Company, through its wholly owned subsidiary AmerInst Insurance Company, Ltd. (“AMIC Ltd.”) and its predecessor AmerInst Insurance Company, Inc. (“AIIC Inc.”), were engaged in the reinsurance of claims-made insurance policies of participants in an American Institute of Certified Public Accountants (“AICPA”) sponsored insurance program that providesprovided accountants’ professional liability insurance coverage (“AICPA Plan”) through December 31, 2008.

The reinsurance activity of AMIC Ltd. depends upon agreements entered into with outside parties.

Entry into Agency Agreement

On September 25, 2009, Protexure Insurance Agency, Inc. (formerly AmerInst Professional Services, Limited,Limited), an indirect wholly-owned subsidiary (“APSL”Protexure”), entered into an agency agreement (the “Agency Agreement”) with The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company (collectively, “C&F”) pursuant to which C&F appointed APSLProtexure as its exclusivean agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling,non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in all 50 states of the United States and the District of Columbia. The initial term of the Agency Agreement was for four years with automaticone-year renewals thereafter. The Agency Agreement automatically renewed on September 25, 2015.2018.

In January 2017, Protexure acquired the renewal rights to a book of lawyers’ professional liability business, at a cost of $468,821. Protexure procured a loan in the amount of $385,000 to assist in the completion of this purchase. In accordance with the related loan agreement, this loan is 100% secured by assets held by Protexure. At December 31, 2018, the outstanding amount of this loan was $250,250 and was fully repaid January 2019.

Entry into Reinsurance Agreement

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

Historical Relationship with CNA

Historically, the primary business activity of our wholly owned insurance subsidiary, AMIC Ltd., had been to act as a reinsurer of professional liability insurance policies that were issued under the Professional Liability Insurance Plan sponsored by the AICPA. The AICPA plan offers professional liability coverage to accounting firms and individual CPAs in all 50 states.

Our reinsurance activity depends upon agreements with outside parties. AMIG, our predecessor entity, began our reinsurance relationship with CNA in 1993.

On January 5, 2009, AMIC Ltd. received written notice from CNA that CNA did not intend to renew the reinsurance program encompassed by the Reinsurance Treaties. In 2008, the business relationship with CNA accounted for approximately 95% of AmerInst’s net premiums earned.

On May 15, 2009, AMIC Ltd. and CNA entered into a Commutation Agreement whereby, effective January 1, 2009, in exchange for a payment of a portion of the reserves which we had previously set aside, CNA assumed responsibility for prior years’ undetermined and unpaid liabilities.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

RINITS™

AmerInst has filed an application with the U.S. Patent and Trade Office for a patent on a unique financing concept called RINITS™ that it has developed to securitize insurance and reinsurance risk, involving property, casualty, life and health risks. Such securitization would be accomplished through equity and debt financing of Bermuda special purpose companies licensed as reinsurers. It is AmerInst’s intention to grant patent licenses to the special purpose companies utilizing this structure and investment banking organizations which would market the securities. In addition to the license royalties, AmerInst would manage the special purpose companies for a fee, and at its option could invest in them as well. However, AmerInst may not be issued a patent.other party.

In addition to the patent application, AmerInst has obtained a trademark under which the concept would be marketed.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of AmerInst and its operating wholly owned subsidiaries, AmerInst Mezco, Ltd. (“Mezco”), AMIC Ltd., APSLProtexure and AmerInst Investment Company, Ltd. (“Investco”). Intercompany accounts and transactions have been eliminated on consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The major estimates reflected in the Company’s financial statements include but are not limited to the liability for loss and loss adjustment expenses.

Revisions

As a result of the following adjustment, amounts previously reported have been immaterially restated:

In January 2010, Investco, a Bermuda affiliate and Protexure, a US affiliate entered into a loan agreement whereby Investco advanced funds to Protexure. Although no interest has been paid on the loan, as of December 31, 2018, interest amounting to $2,681,108 has been accrued as receivable and payable in the books of Investco and Protexure, respectively. An internal review of the loan agreement was completed in early 2018, and it was determined that a Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons, would be required to be filed by Protexure at the time of payment of interest to Investco and the 30% withholding tax would be remitted to the IRS at that time. It was also determined that since the January 2010 inception of this loan, Investco has properly recorded the interest income applicable to this loan, but did not recognize the 30% US withholding tax applicable to this interest. As a result, Investco has recorded a $804,332 withholding tax liability as of December 31, 2018. Of this total withholding tax liability, a cumulative amount of $750,662 is considered an error in prior periods and, the recording in the 2018 financial statements would have a material effect on the results of operations for 2018. Therefore, management determined a restatement of prior periods was necessary.

The impact of the adjustments are shown in the tables below:

  December 31, 2017 

CONSOLIDATED BALANCE SHEETS

 As
Previously
Reported
  Revisions  As
Revised
 

LIABILITIES

   

Accrued expenses and other liabilities

 $4,610,781  $750,662  $5,361,443 

TOTAL LIABILITIES

 $22,108,521  $750,662  $22,859,183 

SHAREHOLDERS’ EQUITY

   

Retained earnings

 $15,812,419  $(750,662 $15,061,757 

TOTAL SHAREHOLDERS’ EQUITY

 $19,705,776  $(750,662 $18,955,114 

CONSOLIDATED STATEMENTS OF OPERATIONS

 As
Previously
Reported
  Revisions  As
Revised
 

LOSSES AND EXPENSES

   

Operating and management expenses

 $5,864,424  $107,340  $5,971,764 

TOTAL LOSSES AND EXPENSES

 $14,798,215  $107,340  $14,905,555 

(LOSS) INCOME BEFORE TAX

 $736,993  $(107,340 $629,653 

NET (LOSS) INCOME AFTER TAX

 $736,993  $(107,340 $629,653 

NET (LOSS) INCOME PER SHARE

   

Basic

 $1.14  $(0.17 $0.97 

Diluted

 $1.14  $(0.17 $0.97 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 As
Previously
Reported
  Revisions  As
Revised
 

NET (LOSS) INCOME AFTER TAX

 $736,993  $(107,340 $629,653 

COMPREHENSIVE (LOSS) INCOME

 $  1,966,745  $(107,340 $  1,859,405 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 As
Previously
Reported
  Revisions  As
Revised
 

Retained Earnings

   

BALANCE AT JANUARY 1, 2017

 $15,379,345  $(643,322 $14,736,023 

Net income

 $736,993  $(107,340 $629,653 

BALANCE AT DECEMBER 31, 2017

 $15,812,419  $(750,662 $15,061,757 

Total Shareholders’ Equity

   

BALANCE AT JANUARY 1, 2017

 $18,070,508  $(643,322 $17,427,186 

Net income

 $736,993  $(107,340 $629,653 

BALANCE AT DECEMBER 31, 2017

 $19,705,776  $(750,662 $18,955,114 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 As
Previously
Reported
  Revisions  As
Revised
 

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net (loss) income

 $736,993  $(107,340 $629,653 

Change in Accrued expenses and other liabilities

 $     575,164  $107,340  $     682,504 

The impact of the adjustments to the net book value of the company’s common shares as at December 31, 2017 was a decrease from $30.58 per share to $29.42 per share.

Premiums

Premiums assumed are earned on a pro rata basis over the terms of the underlying policies to which they relate. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums.

Deferred policy acquisition costs

Ceding commissions related to assumed reinsurance agreements are deferred and amortized pro rata over the terms of the underlying policies to which they relate.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Liability for losses and loss adjustment expenses

The liability for unpaid losses and loss adjustment expenses includes case basis estimates of reported losses plus supplemental amounts for projected losses incurred but not reported (IBNR), calculated based upon loss projections utilizing certain actuarial assumptions and AMIC Ltd.’s historical loss experience supplemented with industry data. The aggregate liability for unpaid losses and loss adjustment expenses at year end represents management’s best estimate, based upon the available data, of the amount necessary to cover the ultimate cost of loss, based upon an actuarial analysis prepared by independent actuaries. However, because of the volatility inherent in professional liability coverage, actual loss experience may not conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly in excess of or less than the amount indicated in the financial statements. As adjustments to these estimates become necessary, such adjustments are reflected in current operations. AMIC Ltd. does not discount its loss reserves for purposes of these financial statements.

We review the independent actuaries’ reports for consistency and appropriateness of methodology and assumptions, including assumptions of industry benchmarks and discuss any concerns or changes with them. Our

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Underwriting Committee then considers the reasonableness of loss reserves recommended by our independent actuaries, in light of actual loss development during the year and approve the loss reserves to be recorded by AMIC Ltd.

The anticipated effect of inflation is implicitly considered when estimating liabilities for unpaid losses and loss adjustment expenses. Future average severities are projected based on historical trends adjusted for anticipated trends, are monitored based on actual developments and are modified if necessary.

Investments

AmerInst classifies all of its fixed maturity investments asavailable-for-sale. Accordingly, AmerInst reports these fixed income securities at their estimated fair values with unrealized holding gains and losses being reported as other comprehensive income (loss). Realized gains and losses on sales of fixed maturity investments are accounted for by specifically identifying the cost and are reflected in the income statement in the period of sale.

Declines in the fair value of fixed maturity investments below cost are evaluated for other than temporary impairment losses. The evaluation for other than temporary impairment losses is a quantitative and qualitative process which is subject to risks and uncertainties in the determination of whether declines in the fair value of fixed maturity investments are other than temporary. The risks and uncertainties include the Company’s intent and ability to hold the security, changes in general economic conditions, the issuer’s financial condition or near term recovery prospects, and the effects of changes in interest rates. AmerInst’s accounting policy requires that a decline in the value of a fixed maturity security below its cost basis be assessed to determine if the decline is other than temporary. If so, the fixed maturity security is deemed to be impaired and a charge is recorded in net realized losses equal to the difference between the fair value and the cost basis of the security. The fair value of the impaired investment becomes its new cost basis.

AmerInst classifies its equity securities asavailable-for-sale. Our equity investments are carried at fair value and as a result of our adoption ofASU-2016-01 on January 1, 2018, the changes in fair value of our equity investments subsequent to January 1, 2018 are recognized within net realized and unrealized gains (losses) on the consolidated statement of operations.

Cash and cash equivalents

Cash equivalents include money market funds and highly liquid debt instruments purchased with an original maturity of three months or less. Cash and cash equivalents are recorded at amortized cost, which approximates fair value due to the short-term, liquid nature of these securities.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property and Equipment

Property and equipment are depreciated using the straight-line method with estimated useful lives ranging from 3 to 7 years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for normal maintenance and repairs are expensed as incurred.

Developmental costs for internal use software are capitalized in accordance with the provisions of the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) topic 350 “Intangibles—Goodwill and Other”, generally, when the preliminary project stage is completed, management commits to funding and it is probable that the project will be completed and the software will be used to perform the functions intended. Capitalized internal use software costs are amortized on a straight-line basis over their estimated useful lives, generally for a period not to exceed 5 years.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences and benefits attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. Management evaluates the reliability of the deferred tax assets and assesses the need for additional valuation allowance annually.

Earnings per common share

Basic earnings per share is determined as net income available to common shareholders divided by the weighted average number of common shares outstanding for the period. There are no dilutive securities.Diluted earnings per share reflect the impact of the Company’s stock option plan.

New Accounting Pronouncements

New Accounting Standards Not Yet Adopted in 2018

Revenue from Contracts with Customers

In May 2014, the FASB issuedFinancial Accounting Standards Update Board (“FASB”) issued ASU2014-09, “Revenue from Contracts with Customers” (“Customers. ASU 2014-09”). ASU 2014-09 provides provided 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; amongst others,without limitation, insurance contracts accounted for under Accounting Standard Codification 944,Financial Services—Insurance.Insurance. ASU2014-09 is was effective on January 1,for annual reporting periods beginning after December 15, 2017 with retrospective adoption required for the comparative periods. The Company is currently assessingadoption of ASU2014-09 did not have a material impact on the impactCompany’s consolidated financial statements.

Classification of Certain Cash Receipts and Cash Payments

In August 2016, the FASB issued ASU2016-15, “Statement of Cash Flows (Topic 230)—Classification of Certain Cash Receipts and Cash Payments” which addressed diversity in practice in how eight specific cash receipts and cash payments should be presented and classified on the statement of cash flows. This guidance was effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. As this guidance relates solely to financial statement disclosures, the adoption of ASU 2014-09 will have on future2016-15, did not impact the Company’s results of operations, financial statementscondition and related disclosures.liquidity.

DisclosureStatement of Uncertainties about an Entity’s Ability to Continue as a Going ConcernCash Flows—Restricted Cash

In August 2014,November 2016, the FASB issued Accounting Standards Update 2014-15, “DisclosureASU2016-18, which required that a statement of Uncertainties about an Entity’s Ability to Continuecash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as a Going Concern” (“restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling thebeginning-of-period andend-of-period total amounts shown on the statement of cash flows. This ASU 2014-15”). Currently, there is no guidance under U.S. GAAP regarding management’s responsibility to assess whether there is substantial doubt about an entity’s ability to continue as a going concern. Under ASU 2014-15, the Company will be required to assess itswas effective for periods beginning after December 15, 2017.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

ability to continue as a going concern each interim and annual reporting period and provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern, including management’s plan to alleviate the substantial doubt. ASU 2014-15 is effective for the year ended December 31, 2016 and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on future financial statements and related disclosures.

Disclosures about Short-Duration Contracts

In May 2015, the FASB issued Accounting Standards Update 2015-09, “Financial Services—Insurance (Topic 944): Disclosures about Short-Duration Contracts” (“ASU 2015-09”). ASU 2015-09 provides enhanced disclosures, on an annual basis, related to the reserve for losses and loss expenses. The enhanced disclosures required by ASU 2015-09 include (1) net incurred and paid claims development information by accident year, (2) a reconciliation of incurred and paid claims development information to the aggregate carrying amount of the reserve for losses and loss expenses, (3) for each accident year presented of incurred claims development information, the total of reserves for incurred but not reported (IBNR), including expected development on reported claims, included in the reserve for losses and loss expenses and a description of the reserving methodologies and changes to the reserving methodologies, and (4) for each accident year presented of incurred claims development information, quantitative information about claims frequency, as well as a description of methodologies used for determining claim frequency information. ASU 2015-09 is effective for annual periods beginning after December 15, 2015, and as such the disclosures will first be presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The Company is currently assessing the impact the adoption of ASU 2015-09 will have on future disclosures.

Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued Accounting StandardsASU Update2016-01, ‘‘Financial “Financial Instruments—Overall (Subtopic825-10): Recognition and Measurement of Financial Assets and Financial Liabilities’’ (‘‘Liabilities. ASU 2016-01’’). ASU 2016-01 changes changed current U.S. GAAP for public entities by requiring the following, among others: (1) equity securities, except those accounted for under the equity method of accounting, to be measured at fair value with changes in fair value recognized in net income; (2) the use of the exit price when measuring fair value of financial instruments for disclosure purposes; (3) an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; and (4) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or notes to the financial statements. ASU2016-01 is was effective for annual periods beginning after January 1, 2018,December 15, 2017, including interim periods. Early application was permitted.

We adopted ASU2016-01 on January 1, 2018. As a result, we recorded a cumulative-effect adjustment to increase beginning retained earnings by $5.1 million, representing the unrealized appreciation on our equity investments with an offsetting adjustment to decrease accumulated other comprehensive income. All subsequent changes in fair value of our equity investments are recognized within realized and unrealized gains (losses) on the consolidated statement of operations. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance.

Accounting Standards Not Yet Adopted

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

In June 2016, the FASB issued ASU2016-13, which amends the guidance on impairment of financial instruments and significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU will replace the existing “incurred loss” approach, with an “expected loss” model for instruments measured at amortized cost and require entities to record allowances foravailable-for-sale debt securities rather than reduce the carrying amount under the existing other-than temporary-impairment model. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. The ASU is permitted. effective for interim and annual reporting periods beginning after December 15, 2019. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

Leases

In February 2016, the FASB issued ASU2016-02, which is codified in ASC 842, amending the guidance on the classification, measurement and disclosure of leases for both lessors and lessees. The ASU requires lessees to recognize aright-of-use asset and an offsetting lease liability on the balance sheet and to disclose qualitative and quantitative information about leasing arrangements. Subsequently, in July 2018, the FASB issued ASU2018-10, which clarifies how to apply certain aspects of ASC 842. The amendments in the ASU address a number of issues in the new leases guidance, including (1) the rate implicit in the lease, (2) impairment of the net investment in the lease, (3) lessee reassessment of lease classification, (4) lessor reassessment of lease term and purchase options, (5) variable payments that depend on an index or rate, and (6) certain transition adjustments.

In July 2018, the FASB also issued ASU2018-11, which adds a transition option for all entities and a practical expedient only for lessors to ASU2016-02. The transition option, which we elected on adoption of the guidance, allows entities to choose not to apply the new leases standard in the comparative periods they present

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

in their financial statements in the year of adoption. Under the transition option, entities can instead opt to continue to apply the legacy guidance in ASC 840—Leases, including its disclosure requirements, in the comparative periods presented in the year they adopt the new leases standard. This means that entities that elect this option will only provide annual disclosures for the comparative periods because ASC 840 does not require interim disclosures. Entities that elect this transition option will still be required to adopt the new leases standard using the modified retrospective transition method required by the standard, but they will recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. The practical expedient provides lessors with an option to not separate thenon-lease components from the associated lease components when certain criteria are met and requires them to account for the combined component in accordance with the revenue recognition standard in ASC 606 if the associatednon-lease components are the predominant components.

The Company will adopt the new leasing standard and the related amendments on January 1, 2019. The Company believes the most significant changes relate to the recognition of new right of use assets and lease liabilities on the consolidated balance sheet for Protexure’s real estate operating lease. These assets and liabilities will represent less than 1% of the Company’s total assets and total liabilities. The adoption will not have a material impact on its consolidated financial statements.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

In February 2018, the FASB issued ASU2018-02 “Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” in response to a financial reporting issue that arose as a consequence of the U.S. federal government tax bill, H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (“U.S. Tax Reform”) which was enacted on December 22, 2017.

U.S. GAAP currently requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. This guidance is applicable even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income rather than in income from continuing operations. As the adjustment of deferred taxes due to the reduction of the historical corporate income tax rate to the newly enacted corporate income tax rate is required to be included in income from continuing operations, the tax effects of items within accumulated other comprehensive income (referred to as stranded tax effects for purposes of this Update) do not reflect the appropriate tax rate.

The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from U.S. Tax Reform. Consequently, the amendments eliminate the stranded tax effects resulting from U.S. Tax Reform and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of U.S. Tax Reform, the underlying guidance that requires the effect of a change in tax laws or rates be included in income from continuing operations is not affected.

Changes to the Disclosure Requirements for Fair Value Measurements

In August 2018, the FASB issued ASU2018-13, which amended the fair value measurement guidance in ASC 820—Fair Value Measurement, by removing and modifying certain existing disclosure requirements, while also adding new disclosure requirements. The ASU is effective for interim and annual reporting periods

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

beginning after December 15, 2019, although early adoption is permitted, with the amendments being applied either prospectively or retrospectively, as specified in the ASU. In addition, an entity may elect to early adopt the removal or modification of disclosures immediately and delay the adoption of the new disclosure requirements until the effective date. We are currently assessing the impact of adopting this guidance however we do not expect the adoption of ASU 2016-01 willnew or modified disclosures to have a material impact on futureour consolidated financial statements and disclosures.statements.

3. PLEDGED ASSETS

Pursuant to its reinsurance agreements, AMIC Ltd. is required to provide its ceding companies with collateral to secure its obligations to them. At December 31, 20152018 and 2014, AMIC Ltd. provided CAMICO with a letter of credit issued by Comerica Bank with supporting investments with a carrying value of $310,407 and $805,745, respectively. Also, at December 31, 2015 and 2014,2017, AMIC Ltd. has provided C&F with a Section 114 Trust, held by Comerica Bank, with restricted cash and cash equivalents and investments with a carrying value of $8,266,507$18,247,384 and $7,251,000,$15,205,708, respectively.

In January 2017, Protexure acquired the renewal rights to a book of lawyers’ professional liability business, at a cost of $468,821. Protexure procured a loan in the amount of $385,000 to assist in the completion of this purchase. In accordance with the related loan agreement, this loan is 100% secured by assets held by Protexure. At December 31, 2018, the outstanding amount of this loan was $250,250 and it was fully repaid January 2019.

AMERINST INSURANCE GROUP, LTD.Cash and Cash Equivalents at December 31, 2018 and 2017 include $3,926,032 and $3,051,3639 held by Protexure in a fiduciary capacity, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4. INVESTMENTS

The cost or amortized cost, gross unrealized holding gains and losses, and estimated fair value of fixed maturity investments, by major security type, and equity securities at December 31, 20152018 and 20142017 are as follows:

 

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

December 31, 2015

       

Fixed maturity investments:

       

U.S. government agency securities

  $1,477,979    $5,372    $(3,965 $1,479,386  

Obligations of states and political subdivisions

   5,851,938     61,506     (14,888  5,898,556  

Corporate debt securities

   307,682     5,562     —      313,244  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total fixed maturity investments

   7,637,599     72,440     (18,853  7,691,186  
  

 

 

   

 

 

   

 

 

  

 

 

 

Equity securities

   9,418,922     3,702,368     (87,838  13,033,452  

Hedge fund

   1,000,000     669,393     —      1,669,393  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total equity securities

   10,418,922     4,371,761     (87,838  14,702,845  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total investments

  $18,056,521    $4,444,201    $(106,691 $22,394,031  
  

 

 

   

 

 

   

 

 

  

 

 

 

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

December 31, 2014

       

December 31, 2018

       

Fixed maturity investments:

              

U.S. government agency securities

  $447,722    $3,637    $—     $451,359    $6,739,840   $287   $(66,395 $6,673,732 

Obligations of states and political subdivisions

   5,601,616     85,978     (22,093  5,665,501  

Obligations of U.S. states and political subdivisions

   1,908,719    7,735    (13,514 1,902,940 

Corporate debt securities

   314,308     11,381     —      325,689     6,157,868    —      (146,460 6,011,408 
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Total fixed maturity investments

   6,363,646     100,996     (22,093  6,442,549     14,806,427    8,022    (226,369 14,588,080 
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Equity securities

   8,310,880     4,559,699     (62,458  12,808,121     12,145,120    2,596,269    (1,296,163 13,445,226 

Hedge fund

   1,000,000     689,837     —      1,689,837  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Total equity securities

   9,310,880     5,249,536     (62,458  14,497,958     12,145,120    2,596,269    (1,296,163 13,445,226 
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Total investments

  $15,674,526    $5,350,532    $(84,551 $20,940,507    $26,951,547   $2,604,291   $(1,522,532 $28,033,306 
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

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

December 31, 2017

       

Fixed maturity investments:

       

U.S. government agency securities

  $4,394,864   $948   $(15,312 $4,380,500 

Obligations of U.S. states and political subdivisions

   3,984,633    18,065    (9,565  3,993,133 

Corporate debt securities

   6,194,920    367    (58,293  6,136,994 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total fixed maturity investments

   14,574,417    19,380    (83,170  14,510,627 
  

 

 

   

 

 

   

 

 

  

 

 

 

Equity securities

   10,403,952    5,098,001    (8,749  15,493,204 

Hedge fund

   7,795    3,698    —     11,493 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total equity securities

   10,411,747    5,101,699    (8,749  15,504,697 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total investments

  $24,986,164   $5,121,079   $(91,919 $30,015,324 
  

 

 

   

 

 

   

 

 

  

 

 

 

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

 

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

December 31, 2015

          

December 31, 2018

          

Fixed maturity investments:

                    

U.S. government agency securities

  $—      $—     $1,025,773    $(3,965 $1,025,773    $(3,965  $3,389,369   $(55,015 $2,788,235   $(11,380 $6,177,604   $(66,395

Obligations of states and political subdivisions

   1,699,466     (11,744  928,206     (3,144  2,627,672     (14,888   766,118    (13,166 139,651    (348 905,769    (13,514

Corporate debt securities

   —       —      —       —      —       —       4,498,396    (125,689 1,513,012    (20,771 6,011,408    (146,460
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total fixed maturity investments

   1,699,466     (11,744  1,953,979     (7,109  3,653,445     (18,853   8,653,883    (193,870 4,440,898    (32,499 13,094,781    (226,369
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Equity securities

   141,370     (26,393  790,698     (61,445  932,068     (87,838   97,708    (40,981 5,683,065    (1,255,182 5,780,773    (1,296,163

Hedge fund

   —       —      —       —      —       —    
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total equity securities

   141,370     (26,393  790,698     (61,445  932,068     (87,838   97,708    (40,981 5,683,065    (1,255,182 5,780,773    (1,296,163
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total investments

  $1,840,836    $(38,137 $2,744,677    $(68,554 $4,585,513    $(106,691  $8,751,591   $(234,851 $10,123,963   $(1,287,681 $18,875,554   $(1,522,532
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

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

December 31, 2017

          

Fixed maturity investments:

          

U.S. government agency securities

  $—     $—    $3,424,024   $(15,312 $3,424,024   $(15,312

Obligations of states and political subdivisions

   —      —     1,286,103    (9,565  1,286,103    (9,565

Corporate debt securities

   2,794,836    (51,149  1,974,024    (7,144  4,768,860    (58,293
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total fixed maturity investments

   2,794,836    (51,149  6,684,151    (32,021  9,478,987    (83,170
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Equity securities

   —      —     207,701    (8,749  207,701    (8,749

Hedge fund

   —      —     —      —     —      —   
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total equity securities

   —      —     207,701    (8,749  207,701    (8,749
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total investments

  $2,794,836   $(51,149 $6,891,852   $(40,770 $9,686,688   $(91,919
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

As of December 31, 2015,2018, there were twenty-six35 fixed income securities (2017: 23 securities) in an unrealized loss position with an estimated fair value of $4,585,513.$13,094,781 (2017: $9,478,987). Of these fixed income securities, ten21 (2017: 7) had been in an unrealized loss position for 12 months or greater. As of December 31, 2015,2018, none of thesethe fixed income securities were considered to be other than temporarily impaired. The Company has the intent to hold these fixed income securities and it is not more likely than not that the Company will be required to sell these fixed income securities before their fair values recover above the adjusted cost. The unrealized losses from these fixed income securities were not a result of credit, collateral or structural issues.

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

December 31, 2014

          

Fixed maturity investments:

          

U.S. government agency securities

  $—      $—     $—      $—     $—      $—    

Obligations of states and political subdivisions

   2,373,133     (22,093  —       —      2,373,133     (22,093

Corporate debt securities

   —       —      —       —      —       —    
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total fixed maturity investments

   2,373,133     (22,093  —       —      2,373,133     (22,093
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Equity securities

   —       —      1,159,287     (62,458  1,159,287     (62,458

Hedge fund

   —       —      —       —      —       —    
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total equity securities

   —       —      1,159,287     (62,458  1,159,287     (62,458
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total investments

  $2,373,133    $(22,093 $1,159,287    $(62,458 $3,532,420    $(84,551
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

As of December 31, 2014, there were twenty-three securities in an unrealized loss position with an estimated fair value of $3,532,420. Of these securities, nine had been in an unrealized loss position for 12 months

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

or greater. As of December 31, 2014, none of these securities were considered to be other than temporarily impaired. The Company has the intent to hold these securities 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 a result of credit, collateral or structural issues Company has the intent to hold these securities 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 a result of credit, collateral or structural issues.

The cost or amortized cost and estimated fair value of fixed maturity investments at December 31, 20152018 and 20142017 by contractual maturity are shown below. Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations without penalties.

 

  Amortized
Cost
   Estimated
Fair Value
   Amortized
Cost
   Estimated
Fair Value
 

December 31, 2015

    

December 31, 2018

    

Due in one year or less

  $1,686,728    $1,688,395    $4,434,013   $4,429,510 

Due after one year through five years

   5,550,706     5,600,089     9,851,410    9,644,270 

Due after five years through ten years

   226,799     231,638     521,004    514,300 

Due after ten years

   173,366     171,064  
  

 

   

 

   

 

   

 

 

Total

  $7,637,599    $7,691,186    $14,806,427   $14,588,080 
  

 

   

 

   

 

   

 

 
  Amortized
Cost
   Estimated
Fair Value
 

December 31, 2014

    

Due in one year or less

  $660,269    $665,201  

Due after one year through five years

   5,077,084     5,157,518  

Due after five years through ten years

   447,167     443,984  

Due after ten years

   179,126     175,846  
  

 

   

 

 

Total

  $6,363,646    $6,442,549  
  

 

   

 

 

   Amortized
Cost
   Estimated
Fair Value
 

December 31, 2017

    

Due in one year or less

  $1,970,793   $1,971,237 

Due after one year through five years

   10,852,417    10,805,684 

Due after five years through ten years

   1,215,724    1,200,086 

Due after ten years

   535,483    533,620 
  

 

 

   

 

 

 

Total

  $14,574,417   $14,510,627 
  

 

 

   

 

 

 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Information on sales and maturities of investments during the twelve months ended December 31, 20152018 and 20142017 are as follows:

 

   2015  2014 

Total proceeds on sales of available-for-sale securities

  $4,085,107   $4,939,598  

Total proceeds from redemptions of fixed maturity investments

   35,000    125,226  

Total proceeds from maturities of fixed maturity investments

   1,150,000    1,630,000  

Gross gains on sales

   1,168,098    2,838,541  

Gross losses on sales

   (189,297  (7,731

Impairment losses

   (783,005  (121,623

AMERINST INSURANCE GROUP, LTD.

   2018  2017 

Total proceeds on sales ofavailable-for-sale securities

  $4,045,798  $6,462,738 

Total proceeds from redemptions of hedge fund investments

   6,491   127,329 

Total proceeds from redemptions of fixed maturity investments

   —     3,116,358 

Total proceeds from maturities of fixed maturity investments

   3,170,000   1,940,000 

Gross gains on sales

   1,566,109   1,919,350 

Gross losses on sales

   (22,437  (58,589

Impairment losses

   —     (305,583

Net unrealized losses on equity investments (1)

   (3,792,844  —   
  

 

 

  

 

 

 

Total

  $(2,249,172 $1,555,178 
  

 

 

  

 

 

 

 

(1)

Effective January 1, 2018, the Company adopted ASU No. 2016-01. The change in fair value of equity securities is now recognized in net realized and unrealized gain (loss) on investment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value of Investments

The following tables show the fair value of the Company’s investments in accordance with ASC 820, “Fair Value Measurements and Disclosures” as of December 31, 20152018 and 2014.2017.

 

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

December 31, 2015

     

U.S. government agency securities

 $1,479,386   $1,479,386   $—     $1,479,386   $—    

Obligations of state and political subdivisions

  5,898,556    5,898,556     5,898,556   

Corporate debt securities

  313,244    313,244     313,244   
 

 

 

  

 

 

    

Total fixed maturity investments

  7,691,186    7,691,186     
 

 

 

  

 

 

    

Equity securities (excluding the hedge fund)

  13,033,452    13,033,452    13,033,452    
 

 

 

  

 

 

    

Total equity securities (excluding the hedge fund)

  13,033,452    13,303,452     
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Hedge fund measured at net asset value(a)

  1,669,393    1,669,393     
 

 

 

  

 

 

    

Total investments

 $22,394,031   $22,394,031   $13,033,452   $7,691,186   $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

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

December 31, 2014

     

U.S. government agency securities

 $451,359   $451,359   $—     $451,359   $—    

Obligations of state and political subdivisions

  5,665,501    5,665,501     5,665,501   

Corporate debt securities

  325,689    325,689     325,689   
 

 

 

  

 

 

    

Total fixed maturity investments

  6,442,549    6,442,549     
 

 

 

  

 

 

    

Equity securities (excluding the hedge fund)

  12,808,121    12,808,121    12,808,121    
 

 

 

  

 

 

    

Total equity securities (excluding the hedge fund)

  12,808,121    12,808,121     
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Hedge fund measured at net asset value(a)

  1,689,837    1,689,837     
 

 

 

  

 

 

    

Total investments

 $20,940,507   $20,940,507   $12,808,121   $6,442,549   $—    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

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

December 31, 2018

     

U.S. government agency securities

 $6,673,732  $6,673,732  $—    $6,673,732  $—   

Obligations of U.S. state and political subdivisions

  1,902,940   1,902,940    1,902,940  

Corporate debt securities

  6,011,408   6,011,408    6,011,408  
 

 

 

  

 

 

    

Total fixed maturity investments

  14,588,080   14,588,080    
 

 

 

  

 

 

    

Equity securities

  13,445,226   13,445,226   13,445,226   
 

 

 

  

 

 

    

Total equity securities

  13,445,226   13,445,226    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total investments

 $28,033,306  $28,033,306  $13,445,226  $14,588,080  $—   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

December 31, 2017

     

U.S. government agency securities

 $4,380,500  $4,380,500  $—    $4,380,500  $—   

Obligations of U.S. state and political subdivisions

  3,993,133   3,993,133    3,993,133  

Corporate debt securities

  6,136,994   6,136,994    6,136,994  
 

 

 

  

 

 

    

Total fixed maturity investments

  14,510,627   14,510,627    
 

 

 

  

 

 

    

Equity securities (excluding the hedge fund)

  15,493,204   15,493,204   15,493,204   
 

 

 

  

 

 

    

Total equity securities (excluding the hedge fund)

  15,493,204   15,493,204    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Hedge fund measured at net asset value(a)

  11,493   11,493    
 

 

 

  

 

 

    

Total investments

 $30,015,324  $30,015,324  $15,493,204  $14,510,627  $—   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)

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

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

There were no transfers between Levels 1 and 2 during the years ended December 31, 20152018 and 2014.

2017.

In accordance with 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 FASB’s ASC 820 (“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 input that is significant to determining such measurement. The three levels are defined as follows:

 

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

 

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

 

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

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

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 December 31, 20152018 and what level within the fair value hierarchy each valuation technique resides:

 

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

 

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

 

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

 

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

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

hierarchy. The Company receives prices based on closing exchange prices from independent pricing sources to measure fair values for the equities.

 

Hedge fund: Comprised of a hedge fund whose objective iswas to seek attractive long-term returns with lower volatility by investing in a range of diversified investment strategies. The fund invests in a diversified pool of hedge fund managers, generally across six different strategies: long/short equities, long/short credit, macro, multi-strategy opportunistic, event-driven, and portfolio hedge. The fair value of the hedge fund is based on the net asset value of the fund as reported by the external fund manager. The use of net asset value as an estimate of

In May 2016, the fair value for investments in certain entities that calculate net asset value is a permitted practical expedient. Redemptions of the hedge fund occur on a quarterly basis, with required notice of 95 days. In accordance with Subtopic 820-10, the fair valuemanager of our hedge fund is not classified inportfolio chose to liquidate the fair value hierarchy.

fund and return its capital to the investors.

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 challenge any 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.

There have been no material changes to any of our valuation techniques from what was used as of December 31, 2014.2017. Since the fair value of a financial instrument is an estimate of what a willing buyer would pay for our asset if we sold it, we will not know the ultimate value of our financial instruments until they are sold. We believe the valuation techniques utilized provide us with the best estimate of the price that would be

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

received to sell our assets or transfer our liabilities in an orderly transaction between participants at the measurement date.

Though current market conditions appear to have improved, there is still the potential for further instability which could present additional risks and uncertainties for our business and make it more difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions and estimates that may have significantperiod-to-period changes that could have a material adverse effect on our results of operations or financial condition.

Major categories of net interest and dividend income are summarized as follows:

 

   2015  2014 

Interest earned:

   

Fixed maturity investments

  $172,957   $228,966  

Short term investments and cash and cash equivalents

   2,028    1,083  

Dividends earned

   216,637    172,710  

Investment expenses

   (135,352  (131,861
  

 

 

  

 

 

 

Net investment income

  $256,270   $270,898  
  

 

 

  

 

 

 

   2018  2017 

Interest earned:

   

Fixed maturity investments

  $335,047  $256,075 

Short term investments and cash and cash equivalents

   20,210   19,249 

Dividends earned

   175,688   272,478 

Investment expenses

   (146,536  (148,326
  

 

 

  

 

 

 

Net investment income

  $384,409  $399,476 
  

 

 

  

 

 

 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. OTHER INVESTED ASSETS

At December 31, 2015 and December 31, 2014, the Company had investments in certificates of deposit (“CD”) in the amount of $980,000 and $1,470,000, respectively, comprising 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 have maturities ranging from two to five years and are classified as other invested assets on the Company’s consolidated balance sheet.

6. PROPERTY AND EQUIPMENT

Property and equipment, primarily associated with APSL,Protexure, at December 31, 20152018 and 20142017 at cost, less accumulated depreciation and amortization, totaled $130,740$776,382 and $291,983,$316,066, respectively as follows:

 

  Cost   Accumulated
Depreciation
and
Amortization
   Total   Cost   Accumulated
Depreciation
and
Amortization
   Total 

December 31, 2015

      

December 31, 2018

      

Furniture and fixtures

  $55,258    $28,375    $26,883    $36,705   $21,424   $15,281 

Office equipment

   22,413     15,728     6,685     107,392    38,967    68,425 

Computer equipment

   15,114     9,783     5,331     20,111    9,868    10,243 

Internal use software

   1,071,121     979,280     91,841     873,457    191,024    682,433 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $1,163,906    $1,033,166    $130,740    $1,037,665   $261,283   $776,382 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

  Cost   Accumulated
Depreciation
and
Amortization
   Total   Cost   Accumulated
Depreciation
and
Amortization
   Total 

December 31, 2014

      

December 31, 2017

      

Furniture and fixtures

  $55,258    $20,383    $34,875    $61,888   $41,365   $20,523 

Office equipment

   18,123     12,833     5,290     125,515    41,748    83,767 

Computer equipment

   15,114     7,451     7,663     22,175    8,928    13,247 

Internal use software

   1,067,952     823,797     244,155     582,907    384,378    198,529 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $1,156,447    $864,464    $291,983    $   792,485   $476,419   $316,066 
  

 

   

 

   

 

   

 

   

 

   

 

 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

7.6. LIABILITY FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

Details of the liability for unpaid losses and loss adjustment expenses at December 31, 20152018 and 20142017 are as follows:

 

   2015   2014 

Case basis estimates

  $2,806,295    $2,069,370  

IBNR reserves

   3,777,179     2,107,907  
  

 

 

   

 

 

 

Totals

  $6,583,474    $4,177,277  
  

 

 

   

 

 

 

   2018   2017 

Case basis estimates

  $4,313,320   $4,240,185 

IBNR reserves

   8,675,940    6,988,322 
  

 

 

   

 

 

 

Totals

  $12,989,260   $11,228,507 
  

 

 

   

 

 

 

Liability for losses and loss adjustment expense activity is as follows:

 

   2015   2014 

Liability—beginning of year

  $4,177,277    $2,720,286  

Incurred related to:

    

Current year

   1,955,876     1,414,152  

Prior years

   1,637,787     915,976  
  

 

 

   

 

 

 

Total incurred

   3,593,663     2,330,128  
  

 

 

   

 

 

 

Paid related to:

    

Current year

   (56,558   (12,539

Prior years

   (1,130,908   (860,598
  

 

 

   

 

 

 

Total paid

   (1,187,466   (873,137
  

 

 

   

 

 

 

Liability—end of year

  $6,583,474    $4,177,277  
  

 

 

   

 

 

 

   2018  2017 

Liability—beginning of year

  $11,228,507  $8,941,991 

Incurred related to:

   

Current year

   5,450,400   5,622,113 

Prior years

   785,074   55,476 
  

 

 

  

 

 

 

Total incurred

   6,235,474   5,677,589 
  

 

 

  

 

 

 

Paid related to:

   

Current year

   (559,594  (437,957

Prior years

   (3,915,127  (2,953,116
  

 

 

  

 

 

 

Total paid

   (4,474,721  (3,391,073
  

 

 

  

 

 

 

Liability—end of year

  $12,989,260  $11,228,507 
  

 

 

  

 

 

 

As a result of the change in estimates of insured events in prior years, the provision for losses and loss adjustment expenses increased by $1,637,787$785,074 and $915,976$55,476 in 2018 and 2017, respectively. The 2018 unfavorable development was primarily due to higher than expected large loss emergence in accident year 2017, partially offset by favorable settlements on claims in accident years 2015 and 2014, respectively.2016. The 2015 increase resulted from reserves established2017 unfavorable development was primarily due to higher than expected large loss emergence in accident year 2016, partially offset by favorable settlements on claims in accident years 2013 and 2015.

The following tables set forth information about incurred and paid loss development information related to our professional liability business under the Reinsurance Agreement specificallywithin the Reinsurance segment as at December 31, 2018. The information related to incurred and paid loss development for the years ended December 31, 2011 through 2017 is presented as supplementary information and is unaudited. The information is presented from 2011, the year the Company began incurring claims on the C&F policies.

Methodology for Estimating Incurred But Not Reported (IBNR) Reserves

Claims and claim adjustment expense reserves represent management’s estimate of the ultimate liability for unpaid losses and allocated loss adjustment expenses (“ALAE”) for claims that have been reported as of the balance sheet date. Claims and claim adjustment expense reserves do not represent an exact calculation of the liability, but instead represent management estimates, primarily utilizing actuarial expertise and projection methods that develop estimates for the ultimate cost of claims and claim adjustment expenses. Because the establishment of claims and claims adjustment expense reserves is an inherently uncertain process involving estimates and judgment, currently estimated claims and claim adjustment expense reserves may change. The Company reflects changes to the reserves in the 2014results of operations in the period the estimates are changed.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cumulative amounts paid and case reserves held as of the balance sheet date are subtracted from the estimate of the ultimate cost of claims and claim adjustment expenses to derive IBNR reserves. Accordingly, IBNR reserves includes development on known claims andre-opened claims but not unreported claims because the Company currently only writes coverages on a claims-made basis with limited potential for reporting claims after the expiration of the policy. This approach to estimating IBNR reserves has been in place for several years, with no significant changes in methodology in the past year.

Detailed claim data is typically insufficient to produce a fully reliable indication of the initial estimate for ultimate claims and claim adjustment expenses for a given policy year. The 2014 increase resulted from unfavorable developmentAs a result, the initial estimate of ultimate loss for a policy year is generally based on the Reinsurance Agreement bookselected ultimate loss in prior year’s review and averages of business, specifically inprevious policy year ultimate loss ratios trended forward to the 2013current policy year level.

For prior policy years, the (i) the paid loss development method, (ii) the case incurred development method, (iii) the Bornhuetter-Ferguson(“B-F”) method and (iv) the Cape Cod method are principally used by the Company’s actuaries to estimate the ultimate cost of claims and claim adjustment expenses. are principally used by the Company’s actuaries to estimate the ultimate cost of claims and claim adjustment expenses. These estimation and analysis methods are typically referred to as conventional actuarial methods.

For this table, the Company allocates ultimate loss and ALAE by policy year and development age to accident year primarily based on the proportion of accident year case incurred losses within a given policy year.

Methodology for Determining Cumulative Number of Reported Claims

A claim file is created when the Company is notified of an actual demand for payment, notified of an event that may lead to a demand for payment or when it is determined that a demand for payment could possibly lead to a future demand for payment on another policy. Claim files are created for a policy at the claimant by coverage level, depending on the particular facts and circumstances of the underlying event.

The Company has accumulated claims count information by accident year from the loss data for all claims reported as at December 31, 2018 it received from C&F. The Company’s methodology for determining reported claims count information is on a per claims basis by accident year and is inclusive of claims that are open,8.re-opened, closed with payment and closed without payment.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Professional Liability

(dollars in thousands)

  For the Years Ended December 31,     IBNR
Reserves
Dec. 31,
2018
  Cumulative
Number of
Reported
Claims
 
  2011  2012  2013  2014  2015  2016  2017  2018 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  Unaudited)          
  Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance       

Accident Year

                              

2011

 $262  $348  $257  $293  $321  $344  $266  $263  $1   24 

2012

   702   763   393   450   429   418   365   15   74 

2013

    1,218   1,585   1,340   1,166   1,160   926   97   91 

2014

     2,589   2,640   2,562   2,641   2,743   197   169 

2015

      3,703   4,485   4,290   3,859   501   240 

2016

       4,184   4,495   3,927   974   280 

2017

        5,622   7,647   2,867   358 

2018

         5,450   3,973   420 
        

 

 

   
        Total  $25,180   
        

 

 

   

     For the Years Ended December 31,  Liability for Claims
And Allocated Claim
Adjustment Expenses
Net of Reinsurance
 
  2011  2012  2013  2014  2015  2016  2017  2018 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)     2011 - 2018   Before
2011
 
     Paid Claims and Allocated Claim Adjustment Expense, Net of Reinsurance 

Accident Year

                               

2011

 $—    $165  $167  $201  $260  $262  $262  $262    

2012

   64   188   280   327   329   350   350    

2013

    58   488   707   715   808   812    

2014

     67   680   1,018   1,928   1,978    

2015

      121   1,356   2,337   2,896    

2016

       737   1,693   2,508    

2017

        438   2,904    

2018

         560            
        

 

 

  

 

 

   

 

 

 
        Total  $12,270  $12,910    N/A 
        

 

 

  

 

 

   

 

 

 
         Net Under Reinsurance Agreement  $12,910 
          Other   79 
          Total net liability  $12,989 
          

 

 

 

The following is unaudited supplementary information for average annual historical duration of claims:

      

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance

Unaudited

Years

  

1

  

2

  

3

  

4

  

5

  

6

  

7

  

8

  7.9%  36.7%  17.8%  15.6%  8.9%  2.5%  0.6%  0.2%

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

7. SHAREHOLDERS’ EQUITY

AmerInst currently does not have a public market for its common stock, but the Company has historically purchased shares from the Company’s shareholders upon their death, disability or retirement from the practice of public accounting. The repurchase price has been equal to theyear-end net book value per share for the most recently completed fiscal year reduced by the amount of any dividends already paid on the repurchased shares during the calendar year of the repurchase and any dividends the shareholder would be entitled to receive on the repurchased shares that have not been paid. In addition, the Bermuda Monetary Authority (“BMA”) has authorized additional purchase on a negotiatedcase-by-case basis, and such purchases have typically been negotiated share repurchases when requested by Company shareholders.

On February 25, 2011, the Board of Directors amended and restated AmerInst’s Statement of Share Ownership Policy to better manage the Company’s cash flow from year to year. Under the new policy that was effective immediately, the Company limits the repurchases of Company stock to $500,000 per calendar year. In addition, repurchases are only authorized without Board approval from shareholders upon their death, disability or retirement from the practice of public accounting. Except as approved by the Board, negotiated purchases that do not satisfy these criteria will be discontinued for the foreseeable future.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9.8. PREMIUMS WRITTEN

Premiums written were $6,230,431$10,799,007 and $4,657,738$9,443,106 during 20152018 and 2014,2017, respectively. The premiums written during the year ended December 31, 20152018 and 20142017 were attributable to premium cessions from C&F under the Reinsurance AgreementAgreement.

10.9. OPERATING AND MANAGEMENT EXPENSES

With the exception of APSL,Protexure, AmerInst and its other direct and indirect subsidiaries have no employees. Their operating activities, as well as certain management functions, are performed by contracted professional service providers. Citadel Management Bermuda Limited (formerly Cedar Management LimitedLimited) provides AmerInst and AMIC Ltd. certain management, administrative and operations services under the direction of AmerInst’s Board of Directors pursuant to an agreement. The agreement may be terminated by either party upon not more than 90 days nor less than 60 days prior written notice. Mr. Stuart Grayston, our President, was formerly a director and officer of Cedar Management Limited, and Mr. Thomas R. McMahon, our Treasurer and Chief Financial Officer, is a shareholder, officer, director and employee of CedarCitadel Management Bermuda Limited. The Company paid CedarCitadel Management Bermuda Limited $327,500 and $330,000$329,500 in fees during 20152018 and 2014,2017, respectively.

Operating and management expenses include compensation paid to members of the Board of Directors and various committees of the Board totaling $488,581$504,150 in 20152018 and $525,681$576,300 in 2014.2017. Included as a part of this compensation are annual retainers paid to directors in the form of common shares of the Company in the amount of $70,000 for the years ended December 31, 20152018 and 2014,2017, respectively. Such amounts are included as part of purchase of shares by subsidiary, net, in the consolidated statements of changes in shareholders’ equity and cash flows.

11.10. TAXATION

Under current Bermuda law, the Company and its subsidiaries are not required to pay taxes in Bermuda on either income or capital gains. The Company has received an undertaking from the Bermuda government that, in the event of income or capital gains taxes being imposed, the Company will be exempted from such taxes until the year 2035.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

However, APSLProtexure which is a Delaware corporation domiciled in the state of Illinois is subject to taxation in the United States.

On December 22, 2017, the U.S. enacted Public Law115-97, known informally as the Tax Cuts and Jobs Act (the Tax Act). The Tax Act reduced the statutory rate of U.S. federal corporate income tax to 21 percent and enacted numerous other changes impacting Protexure.

During December 2017, the SEC staff issued Staff Accounting Bulletin 118 (SAB 118), which provided guidance on accounting for the tax effects of the Tax Act. SAB 118 addressed situations where accounting for certain income tax effects of the Tax Act under ASC 740 may be incomplete upon issuance of an entity’s financial statements and provides aone-year measurement period from the enactment date to complete the accounting under ASC 740. In accordance with SAB 118, a company was required to reflect the following:

Income tax effects of those aspects of the Tax Act for which accounting under ASC 740 is complete

Provisional estimate of income tax effects of the Tax Act to the extent accounting is incomplete but a reasonable estimate is determinable

If a provisional estimate cannot be determined, ASC 740 should still be applied on the basis of tax law provisions that were in effect immediately before the enactment of the Tax Act.

At December 31, 2017, the Company originally recorded a provisional estimate of income tax effects of the Tax Act of $1,040,000 attributable to the reduction in the U.S. corporate income tax rate. Our provisional estimate of $1 million was based in part on a reasonable estimate of the effects of the statutory income tax rate reduction on existing deferred tax balances and of certain provisions of the Tax Act. We recently filed our 2017 U.S. income tax return and have substantially completed our review of the primary impact of the Tax Act provisions on our deferred taxes. As a result, we consider the accounting for the effects of the rate change on deferred tax balances to be complete and no material measurement period changes were recorded for this item. As further guidance is issued by the U.S. tax authority, any resulting changes in our estimates will be treated in accordance with the relevant accounting guidance.

As of December 31, 2017, Protexure had established a full valuation allowance against its deferred tax asset in the amount of $2.8 million since the profitability of Protexure was not certain and, therefore, it was more likely than not that a tax benefit would not be realized. At December 31, 2018, Protexure reexamined the valuation allowance and has determined that a valuation allowance against the deferred tax asset is no longer necessary.

Protexure’s cumulative tax losses have totaled approximately $9.6 million through 2015. However, since 2016, Protexure generated net book income and net taxable income. The primary driver of this turnaround was the cumulative growth of policy renewals to the point that fixed expenses were covered by the net revenue from renewal policies. Since renewal rates have consistently exceeded 90% since inception, Protexure anticipates continued growth in future years. During 2017, Protexure elected to change its accounting methods used for income tax purposes for unearned commission income and unpaid interest expense owed to another subsidiary under common control. These changes will result in recognition in additional taxable income of $2 million which will reduce the operating loss carryforwards by the same amount. Protexure anticipates that the entire operating loss carryforward of $6.3 million will be used before the expiration of the operating loss carry forward from the combination of the accounting changes andpre-tax profits generated from operations.

In performing our assessment of the recoverability of the deferred tax asset under this framework, we consider tax laws governing the utilization of the net operating loss carryforwards in each applicable jurisdiction.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2018, based on all available evidence, it is more likely than not that the U.S. net operating loss carryforwards will be utilized prior to expiration and, thus, the existing valuation allowance has been reversed.

Estimates of future taxable income, including income generated from prudent and feasible actions and tax planning strategies could change in the near term, perhaps materially, which may require us to consider any potential impact to our assessment of the recoverability of the deferred tax asset. Such potential impact could be material to our consolidated financial condition or results of operations for an individual reporting period.

The actual income tax rate differed from the amount computed by applying the effective rate of 0% under Bermuda law to earnings before income taxes as shown in the following reconciliation:

 

   2015   2014 

Earnings before income tax

  $(1,396,484  $578,788  
  

 

 

   

 

 

 

Expected tax

   —       —    

Foreign taxes at local expected rates

   (190,297   (439,921

Other

   2,757     8,473  

Change in valuation allowance

   187,540     431,448  
  

 

 

   

 

 

 

Net tax expense (benefit)

  $—      $—    
  

 

 

   

 

 

 

   2018   2017 

Earnings before income tax

  $—     $629,653 
  

 

 

   

 

 

 

Expected tax

   —      —   

Foreign taxes at local expected rates

   29,000    108,200 

Other

   —      370,200 

Deferred tax expense from enacted rate reductions

   —      1,040,000 

Change in valuation allowance

   (2,730,000   (1,518,400
  

 

 

   

 

 

 

Net tax expense (benefit)

  $(2,701,000  $—   
  

 

 

   

 

 

 

Deferred income taxes, arising from APSL,Protexure, reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

purposes. United States tax laws enacted in 2017 lowered tax rates beginning in 2018. The deferred tax assets and liabilities have been reduced to reflect the newly enacted rates. As of December 31, 2015 and 2014,2017, management set up full valuation allowances against the deferred tax assets as disclosed below since the success of APSLProtexure was not certain and therefore, it was more likely than not that a tax benefit would not be realized. At December 31, 2018, management now believes there is sufficient evidence to support the reversal of the full valuation allowance. The release of this allowance has resulted in the recognition of Protexure’s deferred tax assets and to the recording of an income tax benefit.

 

   2015  2014 

Capitalized start-up expenses

  $183,992   $204,436  

Operating loss carryforwards

   4,006,081    3,845,950  

Depreciation and amortization

   (27,641  (75,494
  

 

 

  

 

 

 

Deferred tax assets before valuation allowance

   4,162,432    3,974,892  

Valuation allowance

   (4,162,432  (3,974,892
  

 

 

  

 

 

 

Deferred tax assets net of valuation allowance

  $—     $—    
  

 

 

  

 

 

 

   2018  2017 

Capitalizedstart-up expenses

  $87,000  $104,000 

Operating loss carryforwards

   1,800,000   2,453,000 

Unearned commission income

   91,000   20,000 

Accrued interest to parent

   764,000   250,000 

Depreciation and amortization

   (12,000  (27,000
  

 

 

  

 

 

 

Deferred tax assets before valuation allowance

   2,730,000   2,800,000 

Valuation allowance

   —     (2,800,000
  

 

 

  

 

 

 

Deferred tax assets net of valuation allowance

  $2,730,000  $—   
  

 

 

  

 

 

 

At December 31, 2015,2018, the deferred tax assets (after valuation allowance) are based on loss carryforwards of $10,408,580,$6.3 million, which expire in 1512 to 2018 years.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

12.11. DIVIDEND RESTRICTIONS AND STATUTORY REQUIREMENTS

AMIC Ltd.’s ability to pay dividends to AmerInst is subject to the provisions of the Bermuda insurance and companies laws and the requirement to provide the ceding companies with collateral. Under the Companies Act, AMIC Ltd. would be prohibited from declaring or paying a dividend at December 31, 2015 if such payment would reduce the realizable value of its assets to an amount less than the aggregate value of its liabilities, issued share capital, and share premium accounts. As of December 31, 2015, approximately $33.9 million was available for the declaration of dividends to shareholders. However, due to the requirement to provide the ceding companies with collateral, approximately $25.7 million was available for the payment of dividends to the shareholders. In addition, AMIC Ltd. must be able to pay its liabilities as they fall due after the payment of a dividend. Our ability to pay dividends to common shareholders and to pay our operating expenses is dependent on cash dividends from our subsidiaries. The payment of such dividends by AMIC Ltd. to us is also limited under Bermuda law by the Insurance Act and Related Regulations which require that AMIC Ltd. maintain minimum levels of solvency and liquidity.

In addition, under its reinsurance agreements the Company is required to provide the ceding companies with collateral. As of December 31, 2018, approximately $18.4 million was available for the declaration of dividends to shareholders.

AmerInst’s ability to pay common shareholders’ dividends and its operating expenses is dependent on cash dividends from AMIC Ltd. and its other subsidiaries. The payment of such dividends by AMIC Ltd. to AmerInst is limited under Bermuda law by the Bermuda Insurance Act 1978 and Related Regulations, as amended, which require that AMIC Ltd. maintain minimum levels of solvency and liquidity. For the years ended December 31, 20152018 and 20142017 these requirements have been met as follows:

 

   Statutory
Capital & Surplus
   Relevant Assets 
   Minimum   Actual   Minimum   Actual 

December 31, 2015

  $1,234,565    $34,896,907    $19,584,436    $19,584,436  

December 31, 2014

  $1,000,000    $36,146,852    $17,808,898    $17,808,898  

   Statutory
Capital & Surplus
   Relevant Assets 
   Minimum   Actual   Minimum   Actual 

December 31, 2018

  $1,948,389   $38,660,378   $29,027,748   $29,027,748 

December 31, 2017

  $1,716,466   $37,271,440   $28,045,967   $28,045,967 

AMIC Ltd. has received the BMA’s approval for the utilization of its investment in Investco as a relevant asset up to an aggregate amount sufficient to meet and maintain the minimum liquidity ratio.

ratio, but not exceeding $11,000,000.

Statutory loss for the years ended December 31, 20152018 and 20142017 was $1,107,251$680,725 and $985,456,$843,663, respectively.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

13. UNAUDITED CONDENSED QUARTERLY FINANCIAL DATA

2015

  FIRST
QUARTER
   SECOND
QUARTER
  THIRD
QUARTER
  FOURTH
QUARTER
 

Net premiums earned

  $1,225,863    $1,311,624   $1,406,901   $1,479,211  

Commission income

   738,818     717,998    728,969    908,195  

Net investment income

   52,662     77,815    55,709    70,084  

Net realized gain (loss)

   513,666     (56,470  7,576    (268,976
  

 

 

   

 

 

  

 

 

  

 

 

 

Total revenues

  $2,531,009    $2,050,967   $2,199,155   $2,188,514  
  

 

 

   

 

 

  

 

 

  

 

 

 

Net income (loss)

  $112,145    $(526,520 $(350,085 $(632,024

Basic and diluted income (loss) per share

  $0.17    $(0.80 $(0.53 $(0.97

2014

  FIRST
QUARTER
   SECOND
QUARTER
  THIRD
QUARTER
  FOURTH
QUARTER
 

Net premiums earned

  $785,473    $863,570   $957,366   $1,063,084  

Commission income

   499,126     460,809    556,504    705,099  

Net investment income

   64,690     79,519    60,447    66,242  

Net realized gain

   796,735     225,158    223,723    1,463,571  
  

 

 

   

 

 

  

 

 

  

 

 

 

Total revenues

  $2,146,024    $1,629,056   $1,798,040   $3,297,996  
  

 

 

   

 

 

  

 

 

  

 

 

 

Net income (loss)

  $213,026    $(464,091 $(239,130 $1,068,983  

Basic and diluted income (loss) per share

  $0.32    $(0.70 $(0.36 $1.61  

14.12. SEGMENT INFORMATION

AmerInst has two 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 Year Ended December 31, 2015   As of and for the Year Ended December 31, 2018 
  Reinsurance
Segment
   Insurance
Segment
   Total   Reinsurance
Segment
   Insurance
Segment
   Total 

Revenues

  $5,873,847    $3,095,798    $8,969,645    $8,258,126   $5,507,405   $13,765,531 

Total losses and expenses

   6,794,589     3,571,540     10,366,129     11,527,532    5,055,104    16,582,636 

Segment loss

   (920,742   (475,742   (1,396,484

Tax benefit

   —      2,701,396    2,701,396 

Segment (loss) income

   (3,269,406   3,153,697    (115,709

Identifiable assets

   —       130,740     130,740     —      776,382    776,382 
  As of and for the Year Ended December 31, 2014 
  Reinsurance
Segment
   Insurance
Segment
   Total 

Revenues

  $6,648,589    $2,222,527    $8,871,116  

Total losses and expenses

   4,969,999     3,322,329     8,292,328  

Segment income (loss)

   1,678,590     (1,099,802   578,788  

Identifiable assets

   —       291,983     291,983  

15. STOCK COMPENSATION

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

   As of and for the Year Ended December 31, 2017 
   Reinsurance
Segment
   Insurance
Segment
   Total 

Revenues

  $10,752,287   $4,782,921   $15,535,208 

Total losses and expenses

   10,391,519    4,514,036    14,905,555 

Segment income

   360,768    268,885    629,653 

Identifiable assets

   —      316,066    316,066 

APSL13. STOCK COMPENSATION

Phantom Shares:

Protexure has employment agreements with four key members of senior management, including one of our named executive officers, Kyle Nieman, the President of APSL,Protexure, which grant them phantom shares of the Company. Under these agreements, these employees were initially granted an aggregate of 75,018 phantom

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 year ended December 31, 2015, 1,3692018, 1,442 phantom shares were granted arising from the dividends declared on the Company’s common shares. 83,15687,636 phantom shares were outstanding at December 31, 2015.

2018.

For three of these employees, 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 vestvested 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 the earlier of the employee attaining 65 years of age or within 60 days of such employee’s death or permanent disability, including if such death or permanent disability occurs before January 1, 2018 for the fourth employee.

disability.

The liability relating to these phantom shares is recalculated quarterly based on the net book value of the Company’s common shares at the end of each quarter. As a result of the overall decrease in the net book value of the Company’s common shares since the grant dates, no liability has been recorded by the Company relating to these phantom shares at December 31, 2015.2018.

Stock Option Plan:

The Company has a nonqualified stock option plan to advance the development, 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.

During the quarter ended March 31, 2018, 7,000 stock options were granted to Protexure employees at a strike price of $30.58, which represented the fair market value based on the net book value of the Company’s common stock as of December 31, 2017. These options vest in five equal annual installments beginning on January 1, 2019. Each vested option shall be deemed exercised on the earlier to occur of (i) the 6th anniversary of the date of grant, or (ii) the date of a Change of Control. The Plan states that upon the date of death of a participant, all awards granted pursuant to the agreement for that participant shall become fully vested and remain exercisable for the option grant’s remaining term.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

16.During the quarter ended December 31, 2018, 5,000 stock options were granted to Protexure employees at a strike price of $30.14, which represented the fair market value based on the net book value of the Company’s common stock as of September 30, 2018. These options vest in five equal annual installments beginning on October 1, 2019. Each vested option shall be deemed exercised on the earlier to occur of (i) the 6th anniversary of the date of grant, or (ii) the date of a Change of Control. The Plan states that upon the date of death of a participant, all awards granted pursuant to the agreement for that participant shall become fully vested and remain exercisable for the option grant’s remaining term.

During the quarter ended March 31, 2017, 35,000 stock options were granted to the Company’s directors at a strike price of $27.99, which represented the fair market value based on the net book value of the Company’s common stock as of December 31, 2016. These options vest in five equal annual installments beginning on March 3, 2018. Each vested option shall be deemed exercised on the earlier to occur of (i) the 6th anniversary of the date of grant, or (ii) the date of a Change of Control. The Plan states that upon the date of death of a participant, all awards granted pursuant to the agreement for that participant shall become fully vested and remain exercisable for the option grant’s remaining term. As of December 31, 2018, there were 7,000 option grants fully vested and exercisable.

A summary of the status of the stock option plan as of December 31, 2018 is as follows:

   Vested
Shares
   Weighted
Average
Exercise
Price Per
Share
   Non-vested
Shares
  Weighted
Average
Exercise
Price Per
Share
   Total
Shares
   Weighted
Average
Exercise
Price Per
Share
 

Outstanding—January 1, 2018

   —      —      35,000  $27.99    35,000   $27.99 

Granted

   —      —      12,000   30.40    12,000    30.40 

Forfeited

   —      —      —     —      —      —   

Exercised

   —      —      —     —      —      —   

Vested

   7,000   27.99    (7,000  27.99    —      —   

Outstanding—December 31, 2018

   7,000  $27.99    40,000  $28.71    47,000   $28.60 

Options exercisable at year end

   —      —      —     —      —      —   

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

   —      —     $—     —     $—      —   

Remaining contractual life (years)

   4.0      4.4     4.4   

A summary of the status of the stock option plan as of December 31, 2017 is as follows:

   Vested
Shares
   Weighted
Average
Exercise
Price Per
Share
   Non-vested
Shares
   Weighted
Average
Exercise
Price Per
Share
   Total
Shares
   Weighted
Average
Exercise
Price Per
Share
 

Outstanding—January 1, 2017

   —     $—      —     $—      —     $—   

Granted

   —      —      35,000    27.99    35,000    27.99 

Forfeited

   —      —      —      —      —      —   

Exercised

   —      —      —      —      —      —   

Outstanding—December 31, 2017

   —      —      35,000   $27.99    35,000   $27.99 

Options exercisable at year end

   —      —      —      —      —      —   

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

   —      —     $—      —     $—      —   

Remaining contractual life (years)

   —        5.0      5.0   

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The fair value of each option granted during 2018 and 2017 is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions.

   2018 Option Grants  2017 Option Grants 

Number of options

   12,000   35,000 

Weighted fair value per share

  $30.40  $27.99 

Expected life (years)

   5   5 

Expected volatility

   16.4  17.2

Risk-free interest rate

   2.61  1.62

Information pertaining to options outstanding at December 31, 2018 is as follows:

   Options Outstanding   Options Exercisable 

Range of

exercise price

  Number
Outstanding
   Weighted
Average
Remaining
Contractual
Life
   Weighted
Average
Exercise
Price
   Number
Exercisable
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Life
 

$27.99

   28,000    4.0 years   $27.99    7,000   $27.99    4.0 years 

$30.58

   7,000    5.0 years   $30.58    —     $—      — years 

$30.14

   5,000    5.8 years   $30.14    —     $—      — years 

Information pertaining to options outstanding at December 31, 2017 is as follows:

   Options Outstanding   Options Exercisable 

Range of

exercise price

  Number
Outstanding
   Weighted
Average
Remaining
Contractual
Life
   Weighted
Average
Exercise
Price
   Number
Exercisable
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Life
 

$27.99

   35,000    5.0 years   $27.99    —     $—      — years 

At December 31, 2018, there was intrinsic value associated with the 35,000 options granted March 3, 2017 where the market value of the stock as of the close of business at year end was $28.50 per share as compared with the option exercise price of $27.99. There was no intrinsic value associated with the 7,000 and 5,000 options granted January 1, 2018 and October 1, 2018, respectively, as their exercise price exceeded the market value of the stock as of the close of business at year end.

The Company accounts for these options in accordance with GAAP, which requires that the fair value of the equity 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 $70,280 and $36,230 of compensation expense for stock options in the years ended December 31, 2018 and 2017, respectively.

14. COMMITMENTS AND CONTINGENCIES

APSLProtexure entered into anon-cancellable operating lease for office space in Lisle, Illinois. The lease is renewable at the option of the lessee under certain conditions. Future lease payments for the years ended December 31 are as follows:

 

2016

  $107,611  

2017

   101,209  
  

 

 

 
  $208,820  
  

 

 

 

2019

  $106,872 

2020

   109,828 
  

 

 

 
  $216,700 
  

 

 

 

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

15. UNAUDITED CONDENSED QUARTERLY FINANCIAL DATA

2018

  FIRST
QUARTER
  SECOND
QUARTER
   THIRD
QUARTER
   FOURTH
QUARTER
 

Net premiums earned

  $2,135,175  $2,535,703   $2,554,044   $2,907,593 

Commission income

   1,428,980   1,328,229    1,334,352    1,406,218 

Net investment income

   88,469   87,224    92,215    116,501 

Net realized (loss) gain

   (161,060  489,346    567,054    (3,087,054
  

 

 

  

 

 

   

 

 

   

 

 

 

Total revenues

  $3,491,564  $4,440,502   $4,547,665   $1,343,258 
  

 

 

  

 

 

   

 

 

   

 

 

 

Net (loss) income

  $(315,167 $147,736   $439,455   $(387,733

Basic (loss) income per share

  $(0.49 $0.23   $0.68   $(0.60

Diluted (loss) income per share

  $(0.49 $0.23   $0.68   $(0.60

2017

  FIRST
QUARTER
  SECOND
QUARTER
   THIRD
QUARTER
   FOURTH
QUARTER
 

Net premiums earned

  $1,792,611  $2,208,528   $2,233,906   $2,565,713 

Commission income

   1,215,044   1,172,819    1,163,669    1,228,264 

Net investment income

   150,667   85,493    69,842    93,474 

Net realized gain

   478,256   373,316    276,772    426,834 
  

 

 

  

 

 

   

 

 

   

 

 

 

Total revenues

  $3,636,578  $3,840,156   $3,744,189   $4,314,285 
  

 

 

  

 

 

   

 

 

   

 

 

 

Net income (loss)

  $431,101  $216,411   $105,060   $(122,919

Basic income (loss) per share

  $0.67  $0.33   $0.16   $(0.19

Diluted income (loss) per share

  $0.66  $0.33   $0.16   $(0.18

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

There have been no changes in, or disagreements with accountants on accounting and financial disclosure. Our retention of Deloitte Ltd. has been ratified by our Audit Committee and our shareholders. There have been no disagreements with Deloitte Ltd. with respect to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

As of December 31, 2015,2018, the end of the period covered by this Annual Report on Form10-K, our management, including our President and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our President and Chief Financial Officer each concluded that as of December 31, 2015,2018, the end of the period covered by this Annual Report on Form10-K, we maintained effective disclosure controls and procedures.

Management’s Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

AMERINST INSURANCE GROUP, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Under the supervision and with the participation of management, including the President and Chief Financial Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control—Integrated Framework, our management has concluded we maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rule13a-15(f), as of December 31, 2015.

2018.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is also responsible for the preparation and fair presentation of the consolidated financial statements and other financial information contained in this report. The accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles and include, as necessary, best estimates and judgments by management.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the permanent exemption granted to the Companyfrom this requirement for smaller reporting companies under the existing SEC rules. Consequently, this annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Change in Internal Control.

Our management, including the President and Chief Financial Officer, has reviewed our internal control. There have been no significant changes in our internal control during our most recently completed fiscal quarter that materially affected, or is likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None

PART III

 

None

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by Item 10 of Form10-K with respect to identification of directors and officers is incorporated by reference from the information contained in the section captioned “Election of Directors” in the Company’s definitive Proxy Statement for the Annual General Meeting of Shareholders to be held on June 2, 20166, 2019 (the “Proxy Statement”), a copy of which we intend to file with the SEC within 120 days after the end of the year covered by this Annual Report on Form10-K. The Company has two executive officers, one of whom is a director of the Company.

Code of Ethics

We have a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our principal executive officer and our principal financial officer. You can find our Code of Business Conduct and Ethics on our internet site,www.amerinst.bm. We will post any amendments to the Code of Business Conduct and Ethics and any waivers that are required to be disclosed by the rules of the SEC on our internet site.

Section 16 Compliance

Information appearing under the caption “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference.

Audit Committee

Information appearing under the captions “Election of Directors—Meetings and Committees of the Board” and “—Report of the Audit Committee” in the Proxy Statement is incorporated herein by reference.

 

Item 11.

Executive Compensation

The information required by Item 11 of Form10-K is incorporated by reference from the information contained in the section captioned “Election of Directors—Executive and Director Compensation” in the Proxy Statement.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The following table provides certain information regarding our 2016 Stock Option Plan as of December 31, 2018.

Plan Category

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

Equity Compensation Plans Approved by Securities Holders

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Equity Compensation Plans Not Approved by Securities Holders

   47,000   $28.60    53,000 
  

 

 

   

 

 

   

 

 

 

Total

   47,000   $28.60    53,000 

The information required by Item 12 of Form10-K is incorporated by reference from the information contained in the section captioned “Other Matters—Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement relating to its Annual General Meeting to be held on June 2, 2016.6, 2019.

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Form10-K is incorporated by reference from the information contained in the sections captioned “Other Matters—Certain Relationships and Related Transactions” and “Election of Directors” in the Company’s Proxy Statement relating to its Annual General Meeting to be held on June 2, 2016.6, 2019.

 

Item 14.

Principal Accountant Fees and Services

The information required by Item 14 of Form10-K is incorporated by reference from the information in the section captioned “Appointment of Auditors” in the Company’s Proxy Statement relating to its Annual General Meeting to be held on June 2, 2016.6, 2019.

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

 

(a)(1)

See Index to Financial Statements and Schedules on page 29.27.

 

(a)(2)

See Index to Financial Statements and Schedules on page 29.27.

 

(a)(3)

See Index to Exhibits set forth on pages 5863 – 5964 which is incorporated by reference herein.

 

(b)

See Index to Exhibits which is incorporated by reference herein.

 

(c)

See Index to Financial Statements and Schedules on page 29.27.

The Index to Exhibits beginning on page 5863 of this Annual Report on Form10-K is incorporated by reference to this Item 15.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 28, 2016

Item 16.

AMERINST INSURANCE GROUP, LTD.

By:

Form/S/    STUART H. GRAYSTON        10-K

Stuart H. Grayston,

President (Principal Executive Officer) Summary

Not Applicable.

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

INDEX TO EXHIBITS

Year ended December 31, 2018

 

Name

Title

Date

/S/    STUART H. GRAYSTON        

Stuart H. Grayston

President and Director

(Principal Executive Officer)

March 28, 2016

/S/    THOMAS R. MCMAHON        

Thomas R. McMahon

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

March 28, 2016

/S/    IRVIN F. DIAMOND        

Irvin F. Diamond

Director and Chairman of the Board

March 28, 2016

/S/    JEROME A. HARRIS        

Jerome A. Harris

Director and Vice-Chairman of the Board

March 28, 2016

/S/    JEFFRY I. GILLMAN        

Jeffry I. Gillman

Director

March 28, 2016

/S/    DAVID R. KLUNK        

David R. Klunk

Director

March 28, 2016

/S/    THOMAS B. LILLIE        

Thomas B. Lillie

Director

March 28, 2016

/S/    DAVID N. THOMPSON        

David N. Thompson

Director

March 28, 2016

INDEX TO EXHIBITS

Year ended December 31, 2015

Exhibit
Number

   

Description

 3.1   Memorandum of Association of AmerInst Insurance Group Ltd.—incorporated by reference herein to Exhibit 3.1 of the Registrant’s Registration Statement on FormS-4 (filed 3/2/99) (No. 333-64929)
 3.2   Bye-laws of the Company—incorporated by reference herein to Exhibit 3.2 of the Registrant’s Registration Statement on FormS-4A (filed 6/29/99) (No.333-64929)
 4.1   Section  47 of the Company’sBye-laws—included in Exhibit 3.2 hereto
 4.2   Statement of Share Ownership Policy—incorporated by reference herein to Exhibit 4.1 of the Registrant’s Current Report on Form8-K (filed 12/18/08) (No.000-28249)
 10.1   Agreement between Country Club Bank and AIIC—incorporated by reference herein to Exhibit 10.2 of AMIG’s Annual Report on Form10-K (filed 3/30/92) (No.000-17676)(P)
 10.2   Investment Advisory Agreement For Discretionary Accounts between AmerInst Insurance Company and Harris Associates L.P. dated as of January 22, 1996, as amended by the Amendment to Investment Advisory Agreement for Discretionary Accounts dated as of April 2, 1996—incorporated by reference herein to the Registrant’s Quarterly Report on Form10-Q (filed 11/13/98) (No.(No. 000-28249)(P)
 10.3   Management Agreement between USA Risk Group (Bermuda), Ltd., Cedar Management Limited and AMIC Ltd. dated July 1, 2008—incorporated herein by reference to the Registrant’s Annual Report on Form10-K (filed 3/31/09) (No. 000-28249)
 10.4   Employment Agreement effective November 24, 2009 between AmerInst Professional Services, Limited and F. Kyle Nieman III effective November 24, 2009—incorporated herein by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form10-K (filed 3/29/10) (No. 000-28249)
 10.5   Agency Agreement effective September 25, 2009 among AmerInst Professional Services, Limited, The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company—incorporated by reference herein to Exhibit 10.1 of the Registrant’s Quarterly Report on Form10-Q (filed 11/13/09) (No. 000-28249)
 10.6   Professional Liability Quota Share Agreement dated September 25, 2009 among AmerInst Insurance Company, Ltd., The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company—incorporated by reference herein to Exhibit 10.2 of the Registrant’s Quarterly Report on Form10-Q (filed 11/13/09) (No. 000-28249)
 10.7   Addendum to Management Agreement between USA Risk Group (Bermuda), Ltd., Cedar Management Limited and AMIC Ltd. effective January 1, 2012 (filed 3/29/12) (No.000-28249)
10.8AmerInst Insurance Group, Ltd. 2016 Stock Option Plan—incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (filed 6/9/16)(No. 000-28249).
10.9Addendum to Management Agreement between Citadel Management Bermuda Limited and AMIC Ltd. effective January 1, 2019*
10.10Form ofNon-Qualified Stock Option Agreement. (filed 3/31/17) (No. 000-28249)
 11.1   Statement re Computation of Per Share Earnings.**

Exhibit
Number

Description

 21.1   Subsidiaries of the Registrant—incorporated by reference herein to Exhibit  21.1 of the Registrant’s Annual Report on Form 10-K (filed 3/29/12) (No. 000-28249)
 31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 32.1   Certification of Stuart H. Grayston pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit
Number

Description

 32.2   Certification of Thomas R. McMahon pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 101.INS   XBRL Instance Document*
 101.SCH   XBRL Instance Document*
 101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document*
 101.LAB   XBRL Taxonomy Extension Label Linkbase Document*
 101.PRE ��  XBRL Taxonomy Extension Presentation Linkbase Document*
 101.DEF   XBRL Taxonomy Extension Definition Linkbase Document*

 

*

Filed electronically herewith

**

The information required to be presented in Exhibit 11.1 is provided in Note 2 to the consolidated financial statements under Part II, Item 8 of this Form10-K in accordance with the provisions of U.S. GAAP.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 29, 2019

AMERINST INSURANCE GROUP, LTD.

By:

/S/    STUART H. GRAYSTON         

Stuart H. Grayston,

President (Principal Executive Officer)

59Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name

Title

Date

/S/    STUART H. GRAYSTON      

Stuart H. Grayston

President and Director

(Principal Executive Officer)

March 29, 2019

/S/    THOMAS R. MCMAHON        

Thomas R. McMahon

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

March 29, 2019

/S/    IRVIN F. DIAMOND        

Irvin F. Diamond

Director and Chairman of the Board

March 29, 2019

/S/    JEROME A. HARRIS      

Jerome A. Harris

Director and Vice-Chairman of the Board

March 29, 2019

/S/    JEFFRY I. GILLMAN        

Jeffry I. Gillman

Director

March 29, 2019

/S/    DAVID R. KLUNK        

David R. Klunk

Director

March 29, 2019

/S/    THOMAS B. LILLIE        

Thomas B. Lillie

Director

March 29, 2019

/S/    DAVID N. THOMPSON        

David N. Thompson

Director

March 29, 2019

65