SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the Quarterly period ended September 30, 2001.
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from __________________ to ___________________.
Commission file number 000-28249
AMERINST INSURANCE GROUP, LTD.
------------------------------
(Exact Name of Registrant as Specified in its Charter)
BERMUDA 98-020-7447
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
C/O USA Offshore Management, The Vallis Building, 58 Par-la-Ville Road,
PO Box HM 1838, Hamilton HMHX, Bermuda
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (441) 292-4364
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.
[X] YES [_] NO
Number of shares of common stock outstanding:
Number outstanding
Class as of November 5, 2001
----- ----------------------
COMMON SHARES, PAR VALUE $1.00 PER SHARE 312,710
Part I, Item 1
AMERINST INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
As of As of
September 30, December 31,
ASSETS 2001 2000
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INVESTMENTS
Fixed maturity investments, at market value ........... $31,257,057 $30,355,101
Equity securities, at market value .................... 14,915,689 15,472,304
----------- -----------
TOTAL INVESTMENTS .................................... 46,172,746 45,827,405
Cash and cash equivalents ............................. 1,260,473 2,061,333
Assumed reinsurance premiums receivable ............... 1,934,702 115,256
Reinsurance balances recoverable ...................... 674,223 674,223
Fund deposit with a reinsurer ......................... 108,000 108,000
Accrued investment income ............................. 345,711 460,285
Deferred policy acquisition costs ..................... 782,272 795,007
Federal income taxes receivable ....................... 504,658 529,429
Prepaid expenses and other assets ..................... 143,334 159,800
----------- -----------
TOTAL ASSETS ......................................... $51,926,119 $50,730,738
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Unpaid losses and loss adjustment expenses ............ $28,883,217 $27,703,085
Unearned premiums ..................................... 2,744,813 2,789,499
Reinsurance balances payable .......................... 1,524,781 306,529
Accrued expenses and other liabilities ................ 500,176 543,793
Due to broker ......................................... -- 412,680
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TOTAL LIABILITIES .................................... 33,652,987 31,755,586
----------- -----------
SHAREHOLDERS' EQUITY
Common shares, $1 par value, 500,000 shares authorized,
2001 and 2000: 331,751 issued and outstanding ....... 331,751 331,751
Additional paid-in capital ............................ 6,801,870 6,801,870
Retained earnings ..................................... 9,324,897 9,818,445
Accumulated other comprehensive income ................ 2,452,689 2,375,234
Treasury Stock (17,758 and 9,758 shares) at cost ...... (638,075) (352,148)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY ........................... 18,273,132 18,975,152
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........... $51,926,119 $50,730,738
=========== ===========
See the accompanying notes to the condensed consolidated financial statements.
2
AMERINST INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS, COMPREHENSIVE INCOME
AND RETAINED EARNINGS
(Unaudited)
Nine Months Nine Months Three Months Three Months
Ended Ended Ended Ended
Sept. 30, 2001 Sept.30, 2000 Sept.30, 2001 Sept.30, 2000
-------------- -------------- ------------- -------------
Revenue
Premiums earned ...................................... $ 4,756,478 $ 4,808,861 $ 1,600,860 $ 1,496,264
Net investment income ................................ 1,702,203 1,742,837 485,599 614,174
Net realized capital gain ............................ 367,480 363,170 118,211 38,479
------------ ------------ ------------ -------------
Total Revenue ..................................... 6,826,161 6,914,868 2,204,670 2,148,917
Losses And Expenses
Losses and loss adjustment expenses .................. 4,667,550 5,289,341 1,518,407 1,645,486
Commissions expense .................................. 1,402,714 1,370,596 473,937 426,435
Other operating and management expenses .............. 630,394 959,660 114,567 313,337
------------ ------------ ------------ -------------
Total Losses And Expenses ......................... 6,700,658 7,619,597 2,106,911 2,385,258
------------ ------------ ------------ -------------
Net Income (Loss) before income taxes ................. 125,503 (704,729) 97,759 (236,341)
Provision for income tax benefit ...................... -- (4,404) -- (4,404)
------------ ------------ ------------ -------------
Net Income (Loss) ..................................... $ 125,503 $ (700,325) $ 97,759 $ (231,937)
Other Comprehensive Income (Loss)
Net unrealized holding gain (loss)
arising during the period ......................... 444,935 1,041,533 (889,876) 982,393
Less: reclassification adjustment for gains
included in net income ............................ (367,480) (363,170) (118,211) (38,479)
------------ ------------ ------------ -------------
Other Comprehensive Income(Loss) ..................... 77,455 678,363 (1,008,087) 943,914
------------ ------------ ------------ -------------
Comprehensive Income (Loss) ........................... $ 202,958 $ (21,962) $ (910,328) $ 711,977
============ ============ ============ =============
Retained Earnings, Beginning Of Period ................ $ 9,818,445 $ 11,322,139 $ 9,432,012 $ 10,404,190
Net income (loss) ..................................... 125,503 (700,325) 97,759 (231,937)
Dividends paid ........................................ (619,051) (646,846) (204,874) (215,615)
Excess of purchase price on stock redemptions ......... -- -- -- 18,330
------------ ------------ ------------ -------------
Retained Earnings, End Of Period ...................... $ 9,324,897 $ 9,974,968 $ 9,324,897 $ 9,974,968
============ ============ ============ =============
Net earnings (loss) per share ......................... $ 0.39 $ (2.13) $ 0.31 $ (0.70)
============ ============ ============ =============
Dividends paid ........................................ $ 1.95 $ 1.95 $ 0.65 $ 0.65
============ ============ ============ =============
Weighted average number of shares
outstanding for the entire period ................... 317,993 329,060 315,105 329,060
============ ============ ============ =============
See the accompanying notes to the condensed consolidated financial statements.
3
AMERINST INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Nine Months
Ended Ended
Sept. 30, Sept. 30,
2001 2000
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OPERATING ACTIVITIES
Net Cash Provided by Operating Activities ............. $ (367,559) $ 528,283
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INVESTING ACTIVITIES
Purchases of investments ............................ (11,602,618) (43,400,375)
Proceeds from sales and maturities of investments ... 11,867,264 39,858,253
------------ ------------
Net Cash Provided by (Used by) Investing Activities ... 264,646 (3,542,122)
------------ ------------
FINANCING ACTIVITIES
Purchase of treasury stock .......................... (78,896) --
Dividends paid ...................................... (619,051) (646,846)
------------ ------------
Net Cash Used by Financing Activities ................. (697,947) (646,846)
------------ -----------
DECREASE IN CASH ...................................... $ (800,860) $ (3,660,685)
============ ============
See the accompanying notes to the condensed consolidated financial statements.
4
AMERINST INSURANCE GROUP, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited) September 30, 2001
Basis of Presentation
The condensed consolidated financial statements included herein have been
prepared by the Company without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and reflect all adjustments consisting of
normal recurring accruals, which are, in the opinion of management, necessary
for a fair presentation of the results of operations for the periods shown.
These statements are condensed and do not incorporate all the information
required under generally accepted accounting principles to be included in a full
set of financial statements. It is suggested that these condensed statements be
read in conjunction with the consolidated financial statements at and for the
year ended December 31, 2000 and notes thereto, included in the Registrant's
annual report as of that date.
In June 1998, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133). SFAS 133 became effective in the first
quarter of 2001 and established accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Management believes that
SFAS 133 does not have a material impact on the Company's financial position or
results of operations.
OVERVIEW
The primary purpose of AmerInst Insurance Group, Ltd. ("AIG" or the "Company")
and its subsidiaries is to establish, for the benefit of accounting firms which
are shareholders of the Company, an insurance company which over time could
exert a stabilizing influence on the design, pricing, and availability of
accountant's professional liability insurance. The sole business activity of the
Company's wholly owned subsidiary, AmerInst Insurance Company Ltd. ("AIC Ltd.")
is to act as a reinsurer of professional liability insurance policies that are
issued under the AICPA Plan.
On December 2, 1999, the Company and its predecessor entity, AmerInst Insurance
Group, Inc. ("AIIG"), consummated an exchange transaction pursuant to an
Exchange Agreement, in which AIIG transferred all of its assets and liabilities
to the Company in exchange for newly issued Common Shares of the Company. AIIG
was then liquidated and AIIG shareholders received, on a share-for-share basis,
the newly issued Common Shares of the Company.
As discussed in more depth in our Annual Report on Form 10-K for the fiscal year
ending December 31, 1999, the principal purpose for the formation and operation
of the Company and its wholly owned subsidiaries, including AIC Ltd., was to
restructure AIIG's operations and change AIIG's domicile from Delaware to
Bermuda.
Part I, Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OPERATIONS
Three months ended September 30, 2001 to three months ended September 30, 2000:
A net income of $97,759 was recorded for the third quarter of 2001 in comparison
to a net loss of $(231,937) for the same period of 2000. The increase in the net
income is primarily due to a decrease in incurred losses and an increase in
premiums earned. Earned premiums for the third quarter of 2001 amounted to
$1,600,860 as compared to $1,496,264 for the third quarter of 2000, an increase
of $104,596 or 7.0%. Premiums written for the three months ended September 30,
2001 were $1,769,244, as compared to $1,642,199 for the third quarter of 2000,
an increase of $127,045 or 7.7%.
The loss ratio for the third quarter of 2001 was 94.8% as compared to 110% for
the same period of 2000. The loss ratio of 94.8% represents management's current
estimated effective loss rate selected in consultation with the Company's
independent consulting actuary. Losses recorded in the third quarter of 2001 do
not reflect any development of prior year reserves. The Company's overall loss
ratio for the year ended December 31, 2000 was 95%.
5
AMERINST INSURANCE GROUP, LTD.
OPERATIONS--(Continued)
Policy acquisition costs of $473,937 were expensed in the third quarter of 2001
as compared to $426,435 for the same period of 2000, an increase of $47,502 or
11.1%. Such costs as a percentage of premiums earned are 29.5% and 28.5% for the
quarters ended September 30, 2001 and 2000, respectively. Policy acquisition
costs result from ceding commissions paid to ceding companies determined
contractually pursuant to reinsurance agreements, plus federal excise taxes at
1% of gross premium assumed. The federal excise taxes were included in operating
and management expenses in the quarter ended September 30, 2000, whereas they
are included in the policy acquisition costs for the quarter ended September 30,
2001.
These fluctuations in premiums, losses and expenses combined to result in a net
underwriting loss of $(506,051) for the third quarter of 2001 as compared to
$(888,994) for the same period of 2000, a decrease of $382,943 or 43.1%. The
decrease is due to a decrease in the recorded losses and other operating and
management expenses, as well as an increase in premiums earned.
Investment yield for the third quarter of 2001 was 4.1%, consisting of interest
and dividend income, and represents a decrease from the 5.2% return earned in
the third quarter of 2000. Sales of securities during the third quarter of 2001
resulted in realized capital gains of $118,211, as compared to gains of $38,479
in the third quarter of 2000. Gains recorded in the third quarter of 2001
primarily related to sales of equities. Proceeds from these sales were
subsequently reinvested in other equity securities.
Nine months ended September 30, 2001 compared to nine months ended September 30,
2000:
Net income of $125,503 was recorded for the nine months ended September 30, 2001
in comparison to a net loss of $(700,325) for the nine months ended September
30, 2000. The improved results are due to a decrease of incurred losses and
other operating and management expenses.
Sales of securities during the nine months ended September 30, 2001 resulted in
realized capital gains of $367,480 as compared to $363,170 in the same period of
2000. Gains recorded in 2001 primarily related to sales of equities, which were
reinvested in other equity securities. Net investment income through September
30, 2001 was $1,702,203 compared to $1,742,837 for the same period of 2000.
Investment yield for the nine month period was approximately 4.8% as compared to
4.9% for the first nine months of 2000.
Earned premiums for the first nine months of 2001 amounted to $4,756,478 as
compared to $4,808,861 for 2000. The change of $52,383 represents a 1.1%
decrease. The decrease in earned premiums is attributable to the fluctuation of
effective dates of policies written in the comparative periods. Premiums written
in the nine months ended September 30, 2001 were $4,711,792 as compared to
$4,518,957 for the same period in 2000, an increase of $192,835 or 4.3%. The
increase is due to the continued growth of the AICPA Professional Liability
Insurance Plan ("AICPA Plan"), an increase in the number of insureds under the
AICPA Plan, and certain rate increases associated with a "step plan" that was
initiated during 1995. Under the step plan, insureds are offered discounted
premium rates for favorable loss experience. However, as these insureds
experience losses their premiums are "stepped up" accordingly. Because of the
use of claims-made policies, as the number of years of coverage provided
increases, CNA's (and AIG's) exposure increases. This additional exposure
results in an increase in premiums charged.
The loss ratio through the first nine months of 2001 was 98.1% as compared to
110% for the same period of 2000. The loss ratio of 98.1% represents
management's current estimated effective loss ratio selected in consultation
with the Company's independent consulting actuary.
6
AMERINST INSURANCE GROUP, LTD.
OPERATIONS--(Continued)
Losses recorded through September 30, 2001 do not reflect any development of
prior year reserves. Management expects to make a determination in the fourth
quarter whether an adjustment to reserves for prior years is appropriate.
Policy acquisition costs of $1,402,714 were expensed in the first nine months of
2001 as compared to $1,370,596 for the same period of 2000, an increase of 2.3%.
Such costs as a percentage of premiums earned are 29.5% and 28.5% for the nine
month periods ended September 30, 2001 and 2000, respectively. Policy
acquisition costs result from ceding commissions paid to ceding companies, which
are determined contractually pursuant to reinsurance agreements, plus federal
excise taxes at 1% of gross premium assumed. The federal excise taxes were
included in operating and management expenses in the nine months ended September
30, 2000, whereas they are included in the policy acquisition costs for the nine
months ended September 30, 2001. These fluctuations combined to result in a net
underwriting loss of $(1,944,180) for the nine month period as compared to
$(2,810,736) for the same period in 2000, a decrease of $866,556 or 30.8%. The
more favorable underwriting results in 2001 are due to the loss ratio of 98.1%
in 2001, compared to 110% in 2000.
FINANCIAL CONDITION AND LIQUIDITY
As of September 30, 2001, total invested assets amounted to $46,172,746, an
increase of $345,341 or 0.8% from $45,827,405 at December 31, 2000. Cash
balances decreased from $2,061,333 at December 31, 2000 to $1,260,473 at
September 30, 2001, a decrease of $800,860, or 38.9%. The amount of cash on hand
fluctuates based on the timing of bond maturities. As bonds mature, the proceeds
are temporarily placed in cash until they are reinvested. The ratio of cash and
invested assets to total liabilities at September 30, 2001 was 1.41:1, compared
to a ratio of 1.51:1 at December 31, 2000.
Assumed reinsurance premiums receivable represents current assumed premiums
receivable less commissions payable to the fronting carriers. At September 30,
2001 the balance was $1,934,702, and at December 31, 2000 the balance was
$115,256. Reinsurance balances payable represents current losses payable to the
reinsurer. At December 31, 2000 the balance was $306,529 and at September 30,
2001, the balance was $1,524,781. These balances fluctuate due to timing of
renewal premiums written, as well as remittances and receipts.
On June 1, 2000, the Board of Directors of the Company's subsidiary, AmerInst
Investment Company Ltd. ("Investco"), which holds almost all of the Company's
investment portfolio, authorized Investco to spend up to $1 million to
repurchase outstanding Common Shares of the Company. On September 8, 2000, the
Bermuda Monetary Authority authorized the purchase of up to 15,000 Common Shares
pursuant to the June 1 Board authorization, of which 10,233 have been purchased
to date at a cost of $313,883. Such purchases are affected through privately
negotiated transactions.
In addition, the Company had a policy of purchasing shares of individuals who
have died or retired from the practice of public accounting. On November 11,
2000, the Bermuda Monetary Authority authorized, on an on-going basis, for
Investco to purchase Company shares from shareholders who are deceased or
retired. To date 7,525 shares have been purchased under this policy at a cost of
$324,192.
To date, Investco has purchased a combined total of 17,758 Common Shares for an
aggregate purchase price of $638,075, under these programs. In addition, the
Company paid its twenty-fifth consecutive quarterly dividend of $0.65 per share
during the third quarter of 2001.
7
AMERINST INSURANCE GROUP, LTD.
INFLATION
The Company does not believe its operations have been materially affected by
inflation. The potential adverse impacts of inflation include: (a) a decline in
the market value of the Company's fixed maturity investment portfolio; (b) an
increase in the ultimate cost of settling claims which remain unresolved for a
significant period of time; and (c) an increase in the Company's operating
expenses. However, the Company generally holds its fixed maturity investments to
maturity and currently believes that the yield is adequate to compensate the
Company for the risk of inflation. In addition, the Company anticipates any
increase from inflation in the ultimate cost of settling unpaid claims generally
will be offset by investment income earned for the benefit of the client during
the period that the claim is outstanding. Finally, the increase in operating
expenses resulting from inflation should generally be matched by similar
inflationary increases in the premium rates.
Part I, Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Sensitive Instruments
Market risk generally represents the risk of loss that may result from potential
change in the value of a financial instrument due to a variety of market
conditions. The Company's exposure to market risk is generally limited to
potential losses arising from changes in the level of volatility of interest
rates on market values of investment holdings. The Company does not hold or
issue derivative financial instruments for either trading or hedging purposes.
a) Interest Rate Risk.
Interest rate risk results from the Company's holdings in
interest-rate-sensitive instruments. The Company is exposed to potential losses
arising from changes in the level of volatility of interest rates on fixed rate
instruments held. The Company is also exposed to credit spread risk resulting
from possible changes in the issuer's credit rating. To manage its exposure to
interest rate risk the Company attempts to select investments with
characteristics that match the characteristics of the related insurance
liabilities. Additionally, the Company generally only invests in higher-grade
interest bearing instruments.
b) Foreign Exchange Risk.
The Company only invests in U.S. dollar denominated financial instruments
and does not believe it has any exposure to foreign exchange risk.
c) Equity Price Risk
Equity price risk arises from fluctuations in the value of securities held.
The Company invests in equity securities in order to diversify its investment
portfolio, which management believes will assist the Company to achieve its goal
of long-term growth of capital.
Management has adopted investment guidelines that set out rate of return and
asset allocation targets, as well as degree of risk and equity investment
restrictions to minimize exposure to material risk from changes in equity
prices.
The tables below provide information about the Company's available for sale
investments that are sensitive to change in interest rates at September 30, 2001
and December 31, 2000 respectively.
Market Value Market Value
09/30/2001 12/31/2000
------------ ------------
Fixed Income Portfolio
- ------------------------
Due in 1 year or less $ 1,532,789 $ 1,243,600
Due after 1 year through 5 years 4,780,107 4,263,499
Due after 5 years through 10 years 3,763,725 3,485,064
Due after 10 years 1,436,527 1,149,284
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Sub-total $11,513,148 $10,141,447
Mortgage backed securities and
obligations of U.S. government
corporations and agencies $19,743,909 $20,213,654
----------- -----------
Total Fixed-Income $31,257,057 $30,355,101
=========== ===========
Total Equities $14,915,689 $15,472,304
=========== ===========
Total Investments $46,172,746 $45,827,405
=========== ===========
8
AMERINST INSURANCE GROUP, LTD.
Part II, Item 2
Forward-Looking Statements
Certain statements contained in this Form 10-Q, or otherwise made by officers of
the Company, including statements related to the Company's future performance
and our outlook for our businesses and respective markets, projections,
statements of management's plans or objectives, forecasts of market trends and
other matters, are forward-looking statements, and contain information relating
to us that is based on the beliefs of management as well as assumptions, made
by, and information currently available to, management. The words "goal",
"anticipate", "expect", "believe" and similar expressions as they relate to us
or our management, are intended to identify forward-looking statements. No
assurance can be given that the results in any forward-looking statement will be
achieved. For the forward-looking statements, we claim the protection of the
safe harbor for forward-looking statements provided for in the Private
Securities Litigation Act of 1995. Such statements reflect the 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 the 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 (i) the occurrence of
catastrophic events with a frequency or severity exceeding the Company's
expectations; (ii) a decrease in the level of demand for reinsurance and or an
increase in the supply of reinsurance capacity; (iii) increased competitive
pressures, including the consolidation and increased globalization of
reinsurance providers; (iv) actual losses and loss expenses exceeding the
Company's loss reserves, which is necessarily based on actuarial and statistical
projections of ultimate losses; (v) changing rates of inflation and other
economic conditions; (vi) losses due to foreign currency exchange rate
fluctuations; (vii) changes in the legal or regulatory environments in which the
Company operates; and (viii) 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 management's analysis only as of the date they are
made. The Company undertakes no obligation to release publicly the results of
any future revisions it may make to forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Part II, Item 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Index to Exhibits immediately following the signature page.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September 30,
2001.
9
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERINST INSURANCE GROUP, LTD.
------------------------------
(Registrant)
November 14, 2001 /s/ Richard Lowther
--------------------------------
Richard Lowther
(Vice President and Chief Financial Officer,
duly authorized to sign this Report in such
capacity and on behalf of the Registrant.)
10