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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period ended June 30, 2023.

☐	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	98-0207447
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

c/o Davies Captive Management Limited 25 Church Street, Continental Building P.O. Box HM 1601, Hamilton, Bermuda	HMGX
(Address of Principal Executive Offices)	(Zip Code)

(441) 295-2185

(Telephone number)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of The Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒.

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

As of August 1, 2023, the Registrant had 995,253 common shares, $1.00 par value per share, outstanding.

Introductory Note

Caution Concerning Forward-Looking Statements

Certain statements contained in this Form 10-Q, or otherwise made by our officers, including statements related to our future performance, our outlook for our businesses and respective markets, projections, statements of our management’s plans or objectives, forecasts of market trends and other matters, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and contain information relating to us that is based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. The words “expect,” “believe,” “may,” “could,” “should,” “would,” “estimate,” “anticipate,” “intend,” “plan,” “target,” “goal” and similar expressions as they relate to us or our management are intended to identify forward-looking statements. Such statements reflect our management’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those reflected in any forward-looking statements. Our actual future results may differ materially from those set forth in our forward-looking statements. Factors that might cause such actual results to differ materially from those reflected in any forward-looking statements include, but are not limited to the factors discussed in detail in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, as well as:

	•	We have entered into a Purchase and Sale Agreement for the sale of substantially all of the assets of our primary operating subsidiary, Protexure Insurance Agency, Inc. (“Protexure”). If this sale goes through, we will have no business operations and plan to liquidate;

	•	If the sale of Protexure fails to go through, we may have to evaluate less favorable strategic alternatives as the erosion of unrestricted cash to fund operations continues;

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

	•	our continuing ability to enter into new agency agreements with other carriers;

	•	changes in the amount of professional liability business accepted by our insurance company partners;

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

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

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

	•	our ability to meet the performance goals and metrics set forth in our business plan without a significant depletion of our cash resources while maintaining sufficient capital levels and liquidity levels;

	•	the effects of security breaches, cyber-attacks or computer viruses that may affect our computer systems or those of our customers, third-party managers, and service providers;

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

	•	increased or decreased rate pressure on premiums;

	•	the effects of natural disasters, harsh weather conditions, widespread health emergencies (including pandemics such as the COVID-19 pandemic), military conflict, terrorism, civil unrest or other geopolitical and unpredictable events;

	•	climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business;

	•	changes in Bermuda and United States law or regulation or the political stability of Bermuda and the United States;

	•	compliance with and changes in the legal or regulatory environments in which we operate; and

	•	other risks, including those risks identified in any of our other filings with the Securities and Exchange Commission.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s analysis only as of the date they are made. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Part I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, expressed in U.S. dollars)

	As of June 30, 2023			As of December 31, 2022
ASSETS

Cash and cash equivalents	$	1,731,928		$	2,414,077
Property and equipment (Note 2)		490,526			644,133
Deferred income taxes		122,000			232,000
Prepaid expenses and other assets (Note 3)		942,867			792,245
TOTAL ASSETS	$	3,287,321		$	4,082,455
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accrued expenses and other liabilities (Note 4)	$	2,499,486		$	2,346,805
TOTAL LIABILITIES	$	2,499,486		$	2,346,805
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Common shares, $1 par value, 2023 and 2022: 2,000,000 shares authorized, 995,253 issued and outstanding	$	995,253		$	995,253
Additional paid-in-capital		6,287,293			6,287,293
Retained earnings		2,777,785			3,725,600
Shares held by Subsidiary (375,861 shares) at cost		(9,272,496	)		(9,272,496	)
TOTAL SHAREHOLDERS’ EQUITY		787,835			1,735,650
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,287,321		$	4,082,455

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS, COMPREHENSIVE (LOSS) INCOME

AND RETAINED EARNINGS

(Unaudited, expressed in U.S. dollars)

	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022			Three Months Ended June 30, 2023			Three Months Ended June 30, 2022
REVENUE
Commission income	$	1,138,895		$	1,253,344		$	509,528		$	475,838
Net investment income (Note 5)		770			52			546			21
TOTAL REVENUE		1,139,665			1,253,396			510,074			475,859
LOSSES AND EXPENSES
Operating and management expenses		1,975,900			1,944,631			1,039,466			938,833
TOTAL LOSSES AND EXPENSES		1,975,900			1,944,631			1,039,466			938,833
NET LOSS BEFORE TAX		(836,235	)		(691,235	)		(529,392	)		(462,974	)
Income tax expense (benefit)		111,580			(80,320	)		30,580			(62,320	)
NET LOSS AFTER TAX	$	(947,815	)	$	(610,915	)	$	(559,972	)	$	(400,654	)
OTHER COMPREHENSIVE LOSS
Net unrealized holding losses arising during the period		—			—			—			—
OTHER COMPREHENSIVE LOSS		—			—			—			—
COMPREHENSIVE LOSS	$	(947,815	)	$	(610,915	)	$	(559,972	)	$	(400,654	)
RETAINED EARNINGS, BEGINNING OF PERIOD	$	3,725,600		$	5,656,163		$	3,337,757		$	5,445,902
Net (loss) income		(947,815	)		(610,915	)		(559,972	)		(400,654	)
Dividends		—			—			—			—
RETAINED EARNINGS, END OF PERIOD	$	2,777,785		$	5,045,248		$	2,777,785		$	5,045,248
Per share amounts
Net loss per share
Basic	$	(1.53	)	$	(0.99	)	$	(0.90	)	$	(0.65	)
Diluted	$	(1.53	)	$	(0.99	)	$	(0.90	)	$	(0.65	)
Dividends	$	—		$	—		$	—		$	—
Weighted average number of shares outstanding for the entire period
Basic		619,392			619,392			619,392			619,392
Diluted		619,392			619,392			619,392			619,392

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited, expressed in U.S. dollars)

As of June 30, 2023

	Common Shares		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Losses)		Shares Held by Subsidiary			Total Shareholders’ Equity
BALANCE AT JANUARY 1, 2023	$	995,253	$	6,287,293	$	3,725,600		$	—	$	(9,272,496	)	$	1,735,650
Net loss		—		—		(387,843	)		—		—			(387,843	)
Other comprehensive loss
Unrealized gain on securities, net of reclassification adjustment		—		—		—			—		—			—
BALANCE AT MARCH 31, 2023	$	995,253	$	6,287,293	$	3,337,757		$	—	$	(9,272,496	)	$	1,347,807
Net loss		—		—		(559,972	)		—		—			(559,972	)
Other comprehensive loss
Unrealized gain on securities, net of reclassification adjustment		—		—		—			—		—			—
Purchase of shares by subsidiary, net		—		—		—			—		—			—
BALANCE AT JUNE 30, 2023	$	995,253	$	6,287,293	$	2,777,785		$	—	$	(9,272,496	)	$	787,835

As of June 30, 2022

	Common Shares		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Losses)		Shares Held by Subsidiary			Total Shareholders’ Equity
BALANCE AT JANUARY 1, 2022	$	995,253	$	6,287,293	$	5,656,163		$	—	$	(9,272,496	)	$	3,666,213
Net loss		—		—		(210,261	)		—		—			(210,261	)
Other comprehensive loss
Unrealized gain on securities, net of reclassification adjustment		—		—		—			—		—			—
BALANCE AT MARCH 31, 2022	$	995,253	$	6,287,293	$	5,445,902		$	—	$	(9,272,496	)	$	3,455,952
Net loss		—		—		(400,654	)		—		—			(400,654	)
Other comprehensive loss
Unrealized gain on securities, net of reclassification adjustment		—		—		—			—		—			—
Purchase of shares by subsidiary, net		—		—		—			—		—			—
BALANCE AT JUNE 30, 2022	$	995,253	$	6,287,293	$	5,045,248		$	—	$	(9,272,496	)	$	3,055,298

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, expressed in U.S. dollars)

	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
OPERATING ACTIVITIES
Net Cash used in Operating Activities	$	(678,433	)	$	(1,257,089	)
INVESTING ACTIVITIES
Purchases of property and equipment		(3,716	)		(67,972	)
Net Cash used in Investing Activities		(3,716	)		(67,972	)
FINANCING ACTIVITIES
Net Cash provided by Financing Activities		—			—
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(682,149	)		(1,325,061	)
CASH, CASH EQUIVALENTS AND RESTRCITED CASH AT BEGINNING OF PERIOD	$	2,414,077		$	3,477,714
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	1,731,928		$	2,152,653

See the accompanying notes to the unaudited condensed consolidated financial statements.

AMERINST INSURANCE GROUP, LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

1. BASIS OF PREPARATION AND CONSOLIDATION

The condensed consolidated financial statements included herein have been prepared by AmerInst Insurance Group, Ltd. (“AmerInst”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). These financial statements reflect all adjustments consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations as of the end of and for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions and balances have been eliminated on consolidation. These statements are condensed and do not incorporate all the information required under U.S. GAAP to be included in a full set of financial statements. In these notes, the terms “we”, “us”, “our” or the “Company” refer to AmerInst and its subsidiaries. These condensed statements should be read in conjunction with the audited consolidated financial statements at and for the year ended December 31, 2022 and notes thereto, included in AmerInst’s Annual Report on Form 10-K for the year then ended.

Going Concern

In accordance with ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued.

In performing this evaluation, we concluded that under the standards of ASC 205-40 the Company’s continued erosion of unrestricted cash resources to fund operating expenses raises substantial doubt about our ability to continue as a going concern.

Protexure and Protexure Risk Purchasing Group, Inc. (“PRPG”), an Illinois corporation wholly owned by AmerInst Mezco, Ltd. have reached an agreement with MAC 43, LLC, an Ohio limited liability company (The “Purchaser”), for the sale of substantially all of the assets of Protexure and PRPG (other than cash and certain excluded assets) to the Purchaser for an aggregate purchase price of $1.5 million payable in cash at the closing of the transaction (the “Asset Sale”). The closing of the Asset Sale is subject to, among other things, the approval of the shareholders of the Company. If the Asset Sale is consummated, we will have no significant assets other than cash, no sources of revenue and expect to cease operations. We will not engage in any business activities except for dealing with post-closing matters, and then subject to further shareholder approval, liquidating our remaining assets, paying any debts and obligations, distributing the remaining proceeds, if any, to shareholders, and doing other acts required to voluntarily liquidate and wind up our business and affairs. The asset sale requires shareholder approval, therefore at this time managements plan is not deemed probable to mitigate the conditions that raise substantial doubt about our ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might result from the outcome of the uncertainty.

New Accounting Pronouncements

New Accounting Standards Adopted in 2023

No new accounting standards adopted in 2023.

Accounting Standards Not Yet Adopted

No accounting standards not yet adopted.

2. PROPERTY AND EQUIPMENT

Property and equipment, all associated with Protexure, at June 30, 2023 and December 31, 2022 at cost, less accumulated depreciation and amortization, totaled $490,526 and $644,133 respectively as follows:

	Cost		Accumulated Depreciation and Amortization		Total
June 30, 2023
Furniture and fixtures	$	36,705	$	35,757	$	948
Office equipment		107,392		103,710		3,682
Computer equipment		24,129		22,987		1142
Internal use software		1,873,180		1,388,426		484,754
Total	$	2,041,406	$	1,550,880	$	490,526

	Cost		Accumulated Depreciation and Amortization		Total
December 31, 2022
Furniture and fixtures	$	36,705	$	35,284	$	1,421
Office equipment		107,392		100,027		7,365
Computer equipment		24,129		22,532		1,597
Internal use software		1,869,464		1,235,714		633,750
Total	$	2,037,690	$	1,393,558	$	644,133

3. PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets as at June 30, 2023 and December 31, 2022 comprise the following:

	2023		2022
Prepaid expenses and other assets		79,947		68,823
Accounts receivable		566,049		462,567
Policy acquisition costs		192,915		213,735
Building right of use asset		103,956		47,120
	$	942,867	$	792,245

4. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities as at June 30, 2023 and December 31, 2022 comprise the following:

	2023		2022
Premiums payable	$	1,783,775	$	1,686,066
Accounts payable and accrued liabilities		379,801		361,497
Unearned commission income		122,702		138,222
Building lease liability		103,948		51,651
Other liabilities		109,260		109,369
	$	2,499,486	$	2,346,805

5. INVESTMENTS

Major categories of net investment income during the six months ended June 30, 2023 and 2022 are summarized as follows:

	June 30, 2023		June 30, 2022
Interest earned:
Short term investments and cash and cash equivalents	$	770	$	52
Net investment income	$	770	$	52

Major categories of net investment income during the three months ended June 30, 2023 and 2022 are summarized as follows:

	June 30, 2023		June 30, 2022
Interest earned:
Short term investments and cash and cash equivalents	$	546	$	21
Net investment income	$	546	$	21

6. SEGMENT INFORMATION

AmerInst has two reportable segments: (1) corporate segment formerly reinsurance and corporate segment, through which the company provided reinsurance under the now commuted reinsurance agreements, conducted investment operations and conducts other corporate activities and (2) insurance activity, through which the Company offers professional liability solutions to professional service firms under the Agency Agreements, as defined in the “Overview” section below. The tables below summarize the results of our reportable segments as of and for the six months ended June 30, 2023 and 2022.

	As of and for the Six Months Ended June 30, 2023
	Corporate Segment			Insurance Segment			Total
Revenues	$	770		$	1,138,895		$	1,139,665
Total expenses		370,242			1,717,238			2,087,480
Segment loss		(369,472	)		(578,343	)		(947,815	)
Identifiable assets		—			490,526			490,526

	As of and for the Six Months Ended June 30, 2022
	Corporate Segment			Insurance Segment			Total
Revenues	$	50		$	1,253,346		$	1,253,396
Total expenses		322,149			1,542,162			1,864,311
Segment loss		(322,099	)		(288,816	)		(610,915	)
Identifiable assets		—			785,680			785,680

The tables below summarize the results of our reportable segments as of and for the three months ended June 30, 2023 and 2022.

	As of and for the Three Months Ended June 30, 2023
	Reinsurance and Corporate			Insurance Segment			Total
Revenues	$	546		$	509,528		$	510,074
Total expenses		243,253			826,793			1,070,046
Segment loss		(242,707	)		(317,265	)		(559,972	)
Identifiable assets		—			490,526			490,526

	As of and for the Three Months Ended June 30, 2022
	Reinsurance and Corporate			Insurance Segment			Total
Revenues	$	21		$	475,838		$	475,859
Total expenses		150,747			725,766			876,513
Segment loss		(150,726	)		(249,928	)		(400,654	)
Identifiable assets		—			785,680			785,680

7. STOCK COMPENSATION

Phantom Shares:

Protexure has employment agreements with two key members of senior management, which grant them phantom shares of the Company. Under these agreements, these employees were initially granted an aggregate of 48,762 phantom shares of the Company on the date of their employment, subject to certain vesting requirements. The phantom shares are eligible for phantom dividends payable at the same rate as regular dividends on the Company’s common shares. The phantom dividends may be used only to purchase additional phantom shares with the purchase price of such phantom shares being the net book value of the Company’s actual common shares as of the end of the previous quarter. During the year, no phantom shares were granted.

For these two employees, the phantom shares initially granted, as well as any additional shares granted from dividends declared, vested on January 1, 2015. The liability payable to each of these employees under the phantom share agreements is equal to the value of the phantom shares based on the net book value of the Company’s actual common shares at the end of the previous quarter less the value of phantom shares initially granted and is payable in cash upon (i) the participant’s death, termination of employment due to disability, retirement at or after age 65 or resignation for good reason, (ii) termination of the participant by the Company without cause, (iii) termination by the participant without good reason or (iv) change in control of the Company.

The liability relating to these phantom shares is recalculated quarterly based on the net book value of our common shares at the end of each quarter. As a result of the overall decrease in the net book value of our common shares since the grant dates, we have not recorded any liability relating to these phantom shares at June 30, 2023.

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.

A summary of the status of the stock option plan as of June 30, 2023 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, 2023		43,100		$	28.45		1,900		$	30.46		45,000		$	28.54
Granted		—			—		—			—		—			—
Forfeited		(35,000	)		27.99		—			—		(35,000	)		27.99
Exercised		—			—		—			—		—			—
Vested		1,400			30.58		(1,400	)		30.58		—			—
Outstanding—June 30, 2023		9,500		$	30.46		500		$	30.14		10,000		$	30.45
Options exercisable at year end		—			—		—			—		—			—
Weighted average fair value of options per share granted during the year		—			—		—			—		—			—
Remaining contractual life (years)		0.7					1.3					0.7

A summary of the status of the stock option plan as of December 31, 2022 is as follows:

	Vested 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, 2022		34,200	$	28.43		10,800		$	28.86		45,000	$	28.54
Granted		—		—		—			—		—		—
Forfeited		—		—		—			—		—		—
Exercised		—		—		—			—		—		—
Vested		8,900		28.52		(8,900	)		28.52		—		—
Outstanding—December 31, 2022		43,100	$	28.45		1,900		$	30.46		45,000	$	28.54
Options exercisable at year end		—		—		—			—		—		—
Weighted average fair value of options per share granted during the year		—		—		—			—		—		—
Remaining contractual life (years)		0.2				1.2					0.3

The Company accounts for these options in accordance with U.S. 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 $0 of compensation expense for stock options for the six months ended June 30, 2023 and 2022, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis (“MD&A”) provides supplemental information, which sets forth the major factors that have affected our financial condition and results of operation and should be read in conjunction with our condensed consolidated financial statements and notes thereto included in this Form 10-Q.

Certain statements contained in this Form 10-Q, including this MD&A section, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and contain information relating to us that is based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. The words “expect,” “believe,” “may,” “could,” “should,” “would,” “estimate,” “anticipate,” “intend,” “plan,” “target,” “goal” and similar expressions as they relate to us or our management are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements. Please see the Introductory Note and Item 1A “Risk Factors” of our 2022 Annual Report on Form 10-K, as updated in our subsequent quarterly reports filed on Form 10-Q, and in our other filings made from time to time with the Commission after the date of this report for a discussion of factors that could cause our actual results to differ materially from those in the forward-looking statements. However, the risk factors listed in Item 1A “Risk Factors” of our 2022 Annual Report on Form 10-K or discussed in this Quarterly Report on Form 10-Q should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s analysis only as of the date they are made. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The following discussion addresses our financial condition and results of operations for the periods and as of the dates indicated.

OVERVIEW

Unless otherwise indicated by the context in this quarterly report, we refer to AmerInst Insurance Group, Ltd. and its subsidiaries as the “Company,” “AmerInst,” “we” or “us.” “AMIC Ltd.” means AmerInst’s wholly owned subsidiary, AmerInst Insurance Company, Ltd. “Protexure” means Protexure Insurance Agency, Inc., a Delaware corporation and wholly owned subsidiary of AmerInst Mezco, Ltd. which is a wholly owned subsidiary of AmerInst. Our principal offices are c/o Davies Captive Management Limited, 25 Church Street, Continental Building, P.O. Box HM 1601, Hamilton, Bermuda, HM GX.

AmerInst Insurance Group, Ltd. is a Bermuda holding company formed in 1998 that provides insurance protection for professional service firms. AmerInst has two reportable segments: (1) corporate activity previously called reinsurance and corporate segment through which the company conducts corporate and administrative activities and (2) insurance activity, through which the Company offers professional liability solutions to professional service firms under the Agency Agreements. The revenues of the corporate activity reportable segment and the insurance activity reportable segment were $770 and $1,138,895, respectively, for the six months ended June 30, 2023 compared to $50 and $1,253,346 respectively, for the six months ended June 30, 2022. The revenues for both reportable segments were derived from business operations in the United States other than interest income on bank accounts maintained in Bermuda.

Agency Agreements with C&F and ISMIE

On September 25, 2009, Protexure entered into an agency agreement (the “C&F Agency Agreement”) with The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company (collectively, “C&F”) pursuant to which C&F appointed Protexure as its exclusive agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling, non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in all 50 states of the United States and the District of Columbia. In 2021, C&F and Protexure signed an addendum to the C&F Agency Agreement which terminated the C&F Agency Agreement effective March 31, 2022. Under the terms of the addendum, Protexure was permitted to issue new and renewal professional liability policies on behalf of C&F with effective dates no later than March 31, 2022.

Effective January 1, 2022, Protexure entered into a Managing General Agency Agreement (the “ISMIE Agency Agreement”) with Amwins Specialty Casualty Solutions, LLC for policies written by ISMIE Mutual Insurance Company (“ISMIE”). Protexure is transitioning the lawyers’ and accountants’ professional liability policies previously written with C&F to ISMIE. Certain policies are and will also be written by the Hanover Insurance Company. The C&F Agency Agreement and the ISMIE Agency Agreement are referred to herein as the “Agency Agreements.”

Reinsurance Agreement

We previously conducted reinsurance business through AMIC Ltd., our subsidiary, which was a registered insurer in Bermuda. On September 25, 2009, AMIC Ltd. entered into a professional liability quota share agreement with C&F (the “Reinsurance Agreement”) pursuant to which C&F agreed to cede, and AMIC Ltd. agreed to accept as reinsurance, a 50% quota share of C&F’s liability under insurance written by Protexure on behalf of C&F and classified by C&F as accountants’ professional liability and lawyers’ professional liability, subject to AMIC Ltd.’s surplus limitations. Policies written by insurers other than C&F were not subject to the 50% quota share reinsurance to AMIC Ltd. The term of the Reinsurance Agreement was continuous and could be terminated by either party upon at least 120 days’ prior written notice to the other party. During the third quarter of 2021, C&F and AMIC Ltd. entered into the C&F Commutation Agreement, which became effective as of March 31, 2021, whereby C&F and AMIC Ltd. agreed to fully and finally settle and commute all their respective past, present and future obligations and liabilities, known and unknown, under the Reinsurance Agreement Effective May 17, 2022, AMIC Ltd.’s Class 3A insurance license was cancelled by the Bermuda Monetary Authority (BMA) at AMIC Ltd.’s request.

Historical Relationship with CAMICO

From June 1, 2005 through May 31, 2009, we were a party to a reinsurance contract with CAMICO Mutual Insurance Company (“CAMICO”), a California-based writer of accountants’ professional liability business.

We decided not to renew the CAMICO contract and permitted the contract to expire pursuant to its terms on May 31, 2009. We remained potentially liable for claims related to coverage through May 31, 2009.

During the first quarter of 2022, CAMICO and AMIC Ltd. entered into the CAMICO Commutation Agreement, which became effective December 31, 2021, whereby CAMICO and AMIC Ltd. agreed to fully and finally settle and commute all their respective past, present and future obligations and liabilities, known and unknown under the reinsurance contract between CAMICO and AMIC Ltd. In accordance with the CAMICO Commutation Agreement, in full satisfaction of AMIC Ltd.’s past present and future obligations and liabilities under the reinsurance contract between CAMICO and AMIC Ltd., an aggregate sum of $15,000 was paid by CAMICO to AMIC Ltd. in March 2022.

Third-party Managers and Service Providers

Davies Captive Management Limited provides the day-to-day services necessary for the administration of our business. Our agreement with Davies Captive Management Limited was renewed for one year beginning January 1, 2023 and ending December 31, 2023. Mr. Thomas R. McMahon, our Treasurer and Chief Financial Officer, is an officer and employee of Davies Captive Management Limited.

RESULTS OF OPERATIONS

Six months ended June 30, 2023 compared to six months ended June 30, 2022

We recorded net loss of $947,815 for the six months ended June 30, 2023 compared to a net loss of $610,915 for the same period in 2022. The increase in net loss is primarily due to the increased legal expenditure incurred on the potential asset sale of Protexure, a decrease in commissions earned on Hanover renewals offset by increased commissions earned on the transitioned business from C&F to ISMIE. Additionally, we recorded an income tax expense of $111,580 for the six months ended June 30, 2023 compared to an income tax benefit of $80,320 for the six months ended June 30, 2022, due to the valuation allowance recorded in the current period.

During the six-month period ended June 30, 2023 and 2022, we recorded commission income under the Agency Agreements of $1,138,895 and $1,253,344, respectively, a decrease of $114,449 or 9.1%. This decrease was the result of lower renewal commissions earned on Hanover business, offset by the increased business on transitioned business from C&F to ISME.

We recorded net investment income of $770 during the six-month period June 30, 2023 compared to $52 for the six-month period ended June 30, 2022. The increase in investment income was the result of holding more cash in the Bermuda Money Market Fund account.

We incurred operating and management expenses of $1,975,900 in the six-month period ended June 30, 2023 compared to $1,944,631 for the same period in 2022, an increase of 1.6% or $31,269. This increase is primarily due to the increase in legal expenditures incurred on the potential asset sale of Protexure, offset by a reduction in management fees paid to Davies Captive Management Limited.

The tables below summarize the results of the following AmerInst reportable segments: (1)corporate segment, formerly reinsurance and corporate, through which the company provided reinsurance under the now commuted reinsurance agreements, conducted investment operations and conducts other corporate activities and (2) insurance activity, through which the Company offers professional liability solutions to professional service firms under the Agency Agreements.

	As of and for the Six Months Ended June 30, 2023
	Corporate Segment			Insurance Segment			Total
Revenues	$	770		$	1,138,895		$	1,139,665
Total expenses		370,242			1,717,238			2,087,480
Segment loss		(369,472	)		(578,343	)		(947,815	)
Identifiable assets		—			490,526			490,526

	As of and for the Six Months Ended June 30, 2022
	Corporate Segment			Insurance Segment			Total
Revenues	$	50		$	1,253,346		$	1,253,396
Total expenses		322,149			1,542,162			1,864,311
Segment loss		(322,099	)		(288,816	)		(610,915	)
Identifiable assets		—			785,680			785,680

Three months ended June 30, 2023 compared to three months ended June 30, 2022

We recorded net loss of $559,972 for the three months ended June 30, 2023 compared to a net loss of $400,654 for the three-months ended June 30, 2022. The increase in net loss is primarily due to the increased legal expenditure incurred on the potential asset sale of Protexure. Additionally, we recorded an income tax expense of $30,580 for the three-month period ended June 30, 2023 compared to an income tax benefit of $62,320 for the three-month period ended June 30, 2022, due to the valuation allowance recorded in the current period.

During the three-month period ended June 30, 2023 and 2022, we recorded commission income under the Agency Agreements of $509,528 and $475,838, respectively an increase of 33,690 or 7.1%. The increase is attributed primarily to the increase in transitioned business from C&F to ISME, offset by the reduction in commissions on Hanover business and brokered book of business.

We recorded net investment income of $546 during the three-month period ended June 30, 2023, compared to $21 for the three-month period ended June 30, 2022. The increase in investment income was the result of holding more cash in the Bermuda Money Market Fund account.

We incurred operating and management expenses of $1,039,466 in the three-month period June 30, 2023 compared to $938,833 for the same period in 2022, an increase of $100,633 or 10.7%. This increase is primarily due to the increase in legal expenditures incurred on the potential asset sale of Protexure,

The tables below summarize the results of the following AmerInst reportable segments: (1) reinsurance and corporate, through which the company provided reinsurance under the now commuted reinsurance agreements, conducted investment operations and conducts other corporate activities and (2) insurance activity, through which the Company offers professional liability solutions to professional service firms under the Agency Agreements.

	As of and for the Three Months Ended June 30, 2023
	Reinsurance and Corporate			Insurance Segment			Total
Revenues	$	546		$	509,528		$	510,074
Total expenses		243,253			826,793			1,070,046
Segment loss		(242,707	)		(317,265	)		(559,972	)
Identifiable assets		—			490,526			490,526

	As of and for the Three Months Ended June 30, 2022
	Reinsurance and Corporate			Insurance Segment			Total
Revenues	$	21		$	475,838		$	475,859
Total expenses		150,747			725,766			876,513
Segment loss		(150,726	)		(249,928	)		(400,654	)
Identifiable assets		—			785,680			785,680

FINANCIAL CONDITION

The cash and cash equivalents balance decreased from $2,414,077 at December 31, 2022 to $1,731,928 at June 30, 2023, a decrease of $682,149 or 28.3%. This decrease resulted primarily from cash outflows associated with the funding of our day-to-day operations.

Prepaid expenses and other assets were $942,867 at June 30, 2023 compared to $792,245 at December 31, 2022. The balance primarily relates to (1) premiums due to Protexure under the Agency Agreements, (2) policy acquisition costs and (3) other prepaid expenses. This balance fluctuates due to the timing of the prepayments and the receipt of premiums by Protexure.

Accrued expenses and other liabilities primarily represent premiums payable by Protexure to ISMIE under the ISMIE Agency Agreement and expenses accrued relating largely to professional and director fees. The balance increased from $2,346,805 at December 31, 2022 to $2,499,486 at June 30, 2023, an increase of $152,681 or 6.5%. This balance fluctuates due to the timing of the premium payments to ISMIE and payments of professional fees. The increase primarily relates to increased legal accruals for the work on the potential Asset sale.

LIQUIDITY AND CAPITAL RESOURCES

Our cash inflows consist of commission income generated by our operating subsidiary, Protexure. Our cash needs consist of (i) settling expenses and (ii) funding day-to-day operations.

Total cash, investments and other invested assets decreased from $2,414,077 at December 31, 2022 to $1,731,928 at June 30, 2023, a decrease of $682,149 or 28.3%. The net decrease resulted primarily from cash outflows associated with the funding of our day-to-day operations.

As described in Note 1 to the Unaudited Condensed Consolidated Financial Statements above, substantial doubt exists about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that the unaudited condensed consolidated financial statements attached to this Quarterly Report on Form 10-Q were issued. Accordingly, the financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might result from the outcome of the uncertainty.

Protexure and Protexure Risk Purchasing Group, Inc. (“PRPG”), an Illinois corporation wholly owned by AmerInst Mezco, Ltd. have reached an agreement with MAC 43, LLC, an Ohio limited liability company (The “Purchaser”), for the sale of substantially all of the assets of Protexure and PRPG (other than cash and certain excluded assets) to the Purchaser for an aggregate purchase price of $1.5 million payable in cash at the closing of the transaction (the “Asset Sale”). The closing of the Asset Sale is subject to, among other things, the approval of the shareholders of the Company.

If the Asset Sale is consummated, we will have no significant assets other than cash, no sources of revenue, and expect to cease operations and to not engage in any business activities except for dealing with post-closing matters and, subject to further shareholder approval, liquidating our remaining assets, paying any debts and obligations, distributing the remaining proceeds, if any, to shareholders, and doing other acts required to voluntarily liquidate and wind up our business and affairs. If our board of directors determines to voluntarily liquidate and wind up the Company, it will submit a proposal to the shareholders recommending such actions. We will pay or make provision for payment of our known or reasonably ascertainable liabilities that have been incurred or are expected to be incurred prior to liquidation. After that, the shareholders will be invited to approve resolutions placing the Company into voluntary liquidation and appointing a liquidator. A liquidator will be obliged to distribute surplus assets, if any (after settling any remaining liabilities), to the shareholders in proportion to their respective interests in the Company.

If the Asset Sale is not completed, our board of directors will evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to our shareholders as the Asset Sale.

Cash Dividends

We paid no dividends during the six-month period June 30, 2023. Since we began paying dividends in 1995, our original shareholders have received $22.87 in cumulative dividends per share. Although we have paid cash dividends on a regular basis in the past, the declaration and payment of cash dividends in the future will be at the discretion of our board of directors, subject to the requirements of applicable law, and will depend on, among other things, our financial condition, results of operations, current and anticipated cash needs and other factors that our board of directors considers relevant.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and is incorporated herein by reference.

Available Information

Our internet site is www.amerinst.bm. We make available free of charge through our internet site our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Commission. We also make available, through our internet site, via links to the Commission’s internet site, statements of beneficial ownership of our equity securities filed by our directors, officers, 10% or greater shareholders and others under Section 16 of the Securities Exchange Act. In addition, we post on www.amerinst.bm our Memorandum of Association, our Bye-Laws, our Statement of Share Ownership Policy, Charters for our Audit Committee and Governance and Nominations Committee, as well as our Code of Business Conduct and Ethics. You can request a copy of these documents, excluding exhibits, at no cost, by writing or telephoning us c/o Davies Captive Management Limited, 25 Church Street, Continental Building, P.O. Box HM 1601 Hamilton, Bermuda HM GX, Attention: Investor Relations (441) 295-2185. The information on our internet site is not incorporated by reference into this report.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2023, the end of the period covered by this Form 10-Q, our management, including our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer each concluded that as of June 30, 2023, the end of the period covered by this Form 10-Q, we maintained effective disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

Our management, including our Principal Executive Officer and Principal Financial Officer, has reviewed our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II—OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

As a small reporting company, we are not required to make disclosures under this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

(a) Exhibits

Exhibit Number	Description

2.1	Asset Purchase Agreement, dated as of June 15, 2023, by and among MAC 43, LLC, Protexure Insurance Agency, Inc., and Protexure Risk Purchasing Group, Inc.

31.1	Certification of Joseph P. Murphy pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Thomas R. McMahon pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Joseph P. Murphy pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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	Inline XBRL Instance Document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 2, 2023	AMERINST INSURANCE GROUP, LTD.
	(Registrant)

	By:	/s/ JOSEPH P. MURPHY
		Joseph P. Murphy
		President (Principal Executive Officer, duly authorized to sign this Report in such capacity and on behalf of the Registrant)

	By:	/s/ THOMAS R. MCMAHON
		Thomas R. McMahon
		Chief Financial Officer (Principal Financial Officer, duly authorized to sign this Report in such capacity and on behalf of the Registrant)

AMERINST INSURANCE GROUP LTD 10-Q