<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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, 1998.
[_] 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 0-17676
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AMERINST INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 52-1534560
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
128 Berlin State Highway-Berlin, Barre, Vermont 05641
Mailing address: P.O. Box 1330, Montpelier, Vermont 05601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (802) 229-5042
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01
par value
(Title of class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-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 Form 10-K or any amendment to this
Form 10-K [X].
Aggregate market value of the common stock held by nonaffiliates of the
Registrant as of March 15, 1999 was $21,938,708. *
Number of shares of the $.01 par value common stock outstanding as of March 15,
1999 was 332,281.
*based on book value as of December 31, 1998.
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PART I
Item 1. Business
General
AmerInst Insurance Group, Inc. ("AIIG" or the "Company") was incorporated under
the laws of Delaware on September 9, 1987. AIIG's principal offices are located
at P.O. Box 1330, Montpelier, Vermont 05601 (128 Berlin State Highway-Berlin,
Barre, Vermont 05641).
The primary purpose for the formation and operation of AIIG and its wholly owned
subsidiaries, AmerInst Insurance Company ("AIIC") and Amerinst Insurance Group,
Ltd. ("AIG Ltd."), was to establish, for the benefit of accounting firms which
are stockholders of AIIG, an insurance company which over time can exert a
stabilizing influence, primarily through the reinsurance capacity of AIIC, on
the design, pricing and availability of accountants' professional liability
insurance. AIIC's sole current business activity is to act as a reinsurer of
professional liability insurance policies which are issued under the AICPA
Professional Liability Insurance Plan ("AICPA Plan" or "Plan"). The AICPA Plan
offers professional liability coverage to accounting firms in all 50 states.
Currently, approximately 23,000 accounting firms are insured under the Plan. In
the future, AIIC may want to expand its business, subject to obtaining any
required regulatory approvals, to include the reinsurance of other lines of
coverage. AIG Ltd.'s purpose is more fully described in Note G of the audited
financial statements included herein.
The reinsurance activity of AIIC depends upon agreements entered into with
outside parties. From the inception of AIIC through mid-1993, Crum and Forster
Managers Corporation, through a group of affiliated insurance companies
(collectively "CGI"), was the primary insurer for the AICPA Plan. In 1998, AIIC
provided reinsurance to CGI, assuming 10% of the risks related to the first
$1,000,000 of coverage for each policy issued under the program. For the period
1989 through mid-1993, an unaffiliated company, Virginia Surety Company, Inc.,
("VSC") provided reinsurance to CGI and retroceded a portion to AIIC such that
AIIC assumed 10% to 12.5% of the risk related to the first $1,000,000 of
coverage limits for each policy issued under the program. In August 1993, the
AICPA Plan endorsed the CNA insurance group as its insurance carrier, replacing
CGI as the primary insurer. AIIC then began a reinsurance relationship with CNA,
taking a 10% participation of the first million dollars of liability of each
policy written under the plan. Since its inception, AIIC's participation has
ranged from 10% to 12.5% of the first million dollars of underlying coverage.
Third-party Managers and Service Providers
USA Risk Group, through Vermont Insurance Management, Inc., provides the day-to-
day services necessary in the administration of AIIG's and AIIC's business.
The Country Club Bank of Kansas City, Missouri, has been engaged by AIIG for
portfolio management of fixed-income securities and directs AIIG's investments
pursuant to guidelines approved by AIIG's board of directors. Harris Associates
L.P. has been engaged by AIIC to provide discretionary investment advice with
respect to AIIC's equity investments.
Milliman & Robertson, Inc., (Liscord, Ward & Roy, Inc. for year-ends prior to
December 31, 1998) an independent casualty actuarial consulting firm, has been
retained by AIIC to render advice regarding actuarial matters.
The law firms of Altheimer & Gray and Lord, Bissell & Brook have been retained
to render advice on legal matters.
Johnson Lambert & Co. has been retained by AIIG as its independent auditor to
audit its financial statements.
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Professional Liability Coverage
The professional liability policy issued by CGI or CNA and ultimately reinsured
by AIIC (the "Policy") is a Professional Liability Company Indemnity Policy
form.
The coverage provided under the Policy is on a "claims made" basis, which means
the Policy covers only those losses resulting from claims asserted against the
insured during the policy period. The insuring clause of the Policy, which
indemnifies for losses caused by acts, errors or omissions in the insured's
performance of professional accounting services for others, is in three parts:
Clause A indemnifies the accounting firm insured and, unless excluded by
endorsements, any predecessor firms;
Clause B indemnifies any accountant or accounting firm while performing
professional accounting services under contract with the insured;
Clause C indemnifies any former or new partner, officer, director or employee of
the firm or predecessor firms.
Depending on the insured, defense costs for the policies issued by CNA (and
reinsured by AIIC) are either within the policy limits or in addition to policy
limits. CNA charges additional premium to cover the cost of providing defense
costs in addition to the policy limits. There are a few States in which defense
costs may not be included within the Policy limit. Settlements are made only
with the written consent of the insured. However, if the insured contests the
settlement recommended by the insurer, the Policy will only cover costs that do
not exceed the lesser of the amount for which the claim could have been settled
or the applicable limit of liability.
Competition
The AICPA Plan's current major competition comes from three large, established
insurance companies, including the Plan's former carrier, CGI. A number of
smaller companies compete in the field, but none have significant nationwide
market share. Many of these companies charge lower premiums than the Plan, which
may provide different terms of coverage. The Plan's principal competitive
strength is its commitment to the use of large, financially strong and
experienced primary insurers which enhance the Plan's capacity to continue to be
a stable and dependable source of coverage and to pay losses as they arise.
Licensing and Regulation
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 regulated by, or subject to
notice to, 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.
AIIG and AIIC are subject to regulation under the insurance laws, including the
insurance holding company law of Illinois, where AIIC is domiciled. If AIIC
engages in activities that would require it to become licensed as an insurer in
other States, AIIG and AIIC would become subject to the insurance laws in such
other States as well. Insurance laws vary from State to State, but generally
require insurance holding companies and their insurance subsidiaries to register
and file certain reports, including information concerning their capital
structure, ownership, financial condition and general business operations, and
require prior approval of changes in control, payments of certain dividends and
other material intercompany transfers of assets, and transactions between
insurance companies, their parents and affiliates.
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State insurance holding company statutes also impose standards on certain
transactions with related companies, which stipulate, among other requirements,
that all transactions be fair and reasonable and that transactions exceeding
specified limits receive prior regulatory approval. AIIC is required to file
annual statutory statements and is subject to statutory restrictions concerning
the types and quality of investments and the size of risks that it may reinsure.
Additionally, AIIC is subject to financial examinations by the Illinois
Department of Insurance.
AIIC's ability to pay dividends to AIIG is subject to the provisions of the
Illinois insurance laws, which provide that insurance companies may not pay
a dividend except out of cumulative earned surplus determined in accordance with
statutory insurance accounting principles. In addition, insurance companies may
not pay an "extraordinary" dividend or make an "extraordinary" distribution
unless thirty days' prior written notice is given to the Illinois Director of
Insurance and the Director does not disapprove the proposed dividend or
distribution. An "extraordinary" dividend or distribution is a dividend or
distribution of cash or other property having a fair market value, which
together with that of other dividends or distributions made within the preceding
12 months, exceeds the greater of: either (1) 10% of the insurer's surplus as
regards policyholders as of the December 31 immediately preceding the date of
the dividend or distribution, or (2) 100% of its net income for the annual
period ending on such preceding December 31.
Customers
AIIC's only source of income, other than its investment portfolio, is its
reinsurance treaties. Without such reinsurance treaties, investment income would
provide enough revenue to continue operations while the Company evaluated other
reinsurance and insurance opportunities.
Employees
AIIG, AIIC and AIG Ltd. have no employees. See Note D, Notes to the
Consolidated Financial Statements.
Loss Reserves
For information concerning AIIC's loss reserves, changes in aggregate reserves
for the last three years, and loss reserve development as of the end of each of
the last ten years, see Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operation, Note A to the Consolidated Financial
Statements, and Note B to the Consolidated Financial Statements.
Item 2. Properties
Neither AIIG, AIIC or AIG Ltd. owns or leases material properties.
Substantially all of the business of AIIG and AIIC is conducted from the offices
of USA Risk Group. Since inception, AIG Ltd.'s operations have been minimal.
See Note G to the audited financial statements for more detail.
Item 3. Legal Proceedings
There are no legal proceedings to which AIIG, AIIC or AIG Ltd. is a party.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of security holders, through the solicitation of proxies
or otherwise.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
There is no established public trading market for the common stock of AIIG.
AIIG's Certificate of Incorporation provides that all transfers of shares of
AIIG common stock must be approved by AIIG's Board of Directors or a committee
thereof. AIIG's Board of Directors has appointed a Stockholder Relations
Committee for purposes of reviewing and approving applications for transfer. All
transferees must meet the qualifications for Stock Ownership contained in AIIG's
Stock Ownership Policy.
As of March 31, 1999, AIIG had 2,570 holders of record of its common stock. On
August 28, 1995, the Board adopted a dividend policy for AIIG to pay a quarterly
dividend of $0.65 per share subject to legally available funds and specific
Board approval for each quarter. During 1998, 1997 and 1996, AIIG paid cash
dividends of $865,587, $867,735 and $869,661, respectively, representing four
quarterly payments of $0.65 per share in each year. During 1995, AIIG paid two
quarterly dividends of $0.65 totaling $435,412. The declaration of dividends by
AIIG's Board of Directors is dependent upon AIIG's and AIIC's capacity to insure
or reinsure business, profitability, financial condition, and other factors
which the Board of Directors may deem appropriate. For a description of the
restrictions which Illinois law imposes on AIIC's ability to pay dividends, see
Item 1 above.
Item 6. Selected Financial Data
The following summary sets forth selected financial data with respect to AIIG
for the five fiscal years ended December 31, 1998. The balance sheet and income
statement data have been derived from AIIG's consolidated financial statements,
which have been audited by Johnson Lambert & Co., AIIG's independent auditors.
The data set forth below should be read in conjunction with the audited
financial statements and notes thereto included elsewhere herein.
SELECTED FINANCIAL STATEMENT DATA
Income Statement Data
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
---------------- ----------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Premiums Earned $7,046,551 $5,852,286 $5,386,388 $5,494,413 $6,276,395
Net Investment Income 2,443,592 2,572,539 2,394,377 2,195,451 2,156,374
---------------- ----------------- ----------------- --------------- ---------------
Total Revenue $9,490,143 $8,424,825 $7,780,765 $7,689,864 $8,432,769
================ ================= ================= =============== ===============
Net Income $1,601,672 $1,331,171 $2,086,778 $3,096,985 $3,801,325
================ ================= ================= =============== ===============
Basic Earnings Per Share $ 4.82 $ 3.99 $ 6.24 $ 9.24 $ 11.26
================ ================= ================= =============== ===============
Cash dividends declared
per common share $ 2.60 $ 2.60 $ 2.60 $ 1.30 $ -
================ ================= ================= =============== ===============
</TABLE>
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Balance Sheet Data
<TABLE>
<CAPTION>
Balance Sheet Data
1998 1997 1996 1995 1994
-------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Investments $42,548,658 $41,683,579 $39,636,771 $36,865,013 $15,642,35
Funds Held by Reinsurers 25,041,31
Other Assets 7,225,499 5,747,550 5,820,502 9,804,663 8,570,67
-------------- -------------- -------------- -------------- -------------
Total Assets $49,774,157 $47,431,129 $45,457,273 $46,669,676 $49,254,34
============== ============== ============== ============== =============
Losses and Loss
Adjustment Expenses $21,718,087 $20,802,873 $20,299,937 $21,789,036 $25,335,23
Unearned Premiums 3,415,651 2,809,115 2,144,027 2,095,462 2,053,90
Other Liabilities 2,698,410 2,700,777 2,921,784 3,725,385 7,368,13
--------------- -------------- --------------- -------------- ------------
Total Liabilities 27,832,148 26,312,765 25,365,748 27,609,883 34,757,26
Stockholders' Equity 21,942,009 21,118,364 20,091,525 19,059,793 14,497,08
--------------- -------------- --------------- -------------- ------------
Total Liabilities and
Stockholders' Equity $49,774,157 $47,431,129 $45,457,273 $46,669,676 $49,254,34
=============== ============== =============== ============== ============
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Results of Operation
Net income increased by 20% in 1998 to $1,601,672 from $1,331,171 in 1997. Net
income for 1997 decreased by 36% from $2,086,778 reported in 1996.
Premiums earned increased by 20% in 1998 to $7,046,551 from $5,852,286 in 1997.
Premiums earned for 1997 increased by 9% from $5,386,388 reported in 1996. In
1998, 1997, and 1996 premiums earned includes $131,250, $720,298 and $693,976,
respectively resulting from reductions in the ultimate estimated premium ceded
pursuant to retrocession agreements in effect during 1989 through mid-1993.
Ultimate premiums are dependent on loss experience under the agreements and are
reevaluated as ultimate losses are reevaluated. Excluding the effect of the
reduction of estimated ultimate premiums ceded, premiums earned during 1998
increased by 35% as compared to 1997; 1997 premiums earned increased by 9% as
compared to 1996, and 1996 premiums earned decreased by 4% from 1995.
The increase in earned premiums during 1998 is attributable to an adjustment for
prior year premiums due from CNA and from continued growth of the AICPA Plan.
The one-time adjustment for prior year premiums due from CNA amounted to
approximately $1.1 million and was a result of information system errors at CNA.
CNA underreported the 1995-96 and 1996-97 treaty-year premiums due AIIG by
$528,604 and $616,008, respectively. Subsequent to year-end 1998, these balances
were received, including interest, net of ceding commissions due. Growth of the
AICPA plan accounts for the remaining increases in 1998 and 1997 premiums. This
growth is primarily the result of an increase in the number of insureds under
the AICPA Plan and from certain rate increases associated with a "step plan"
which 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 AIIG's) exposure increases. This additional exposure
results in an increase in premiums charged.
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Net investment income, including realized capital gains and losses, includes
amounts earned on the Company's investment portfolio and cash on deposit. Net
investment income decreased by $128,544 or 5% in 1998 to $2,443,995 from
$2,572,539 in 1997. Net investment income in 1997 increased by $178,162 or 7%
from the $2,394,377 reported in 1996. Net investment income in 1998 includes net
realized capital gains of $277,627 as compared to net realized capital gains in
1997 of $305,252, a net decrease of $27,625. Net realized capital gains in 1996
were $1,765. Capital losses are used to offset capital gains of prior and future
years and recover related income taxes.
Average invested assets including cash equivalents increased by $2,007,639 or 5%
to $43,382,384 in 1998 compared to $41,374,745 in 1997. 1997 average invested
assets increased by 3% from $40,077,308 in 1996. Investment yield including
realized capital gains and losses in 1998 was 5.6% as compared to 6.2% in 1997
and 6.0% in 1996. Excluding realized gains and losses, the yield is computed at
5.0% in 1998, 5.5% in 1997 and 6.0% in 1996. The decrease in investment yield,
excluding realized gains and losses, is primarily attributable to an increase in
holdings of tax free municipal securities and an increase in equity securities
which generate less realized investment income.
Unrealized gain on investments net of tax is $1,156,993 at December 31, 1998 as
compared to $1,016,956 at December 31, 1997. AIIG considers all of its
investment portfolio to be available for sale and accordingly all investments
are reported at market value, with changes in net unrealized gains and losses
reflected as an adjustment to accumulated other comprehensive income.
The composition of the investment portfolio at December 31, 1998 and 1997 is as
follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
U.S. Treasury notes 4% 11%
Mortgage backed securities and obligations of
U.S. Government agencies 41 38
Obligations of state and political subdivisions 36 33
Equity securities 19 18
---- ----
100% 100%
==== ====
</TABLE>
AIIG continues to invest in high grade debt and equity securities.
Losses and loss adjustment expenses incurred increased by 1% to $4,797,657 in
1998 from $4,748,833 in 1997. Losses and loss adjustment expense for 1997
increased by 75% from $2,717,884 in 1996. These amounts include favorable
development of prior years' estimates of losses and loss adjustment expense of
approximately $4,883,000 in 1998, $1,411,000 in 1997 and $2,917,000 in 1996. As
adjustments to prior estimates of losses and loss adjustment expenses become
known, such adjustments are included in current operations. AIIG's loss ratio,
calculated as the ratio of losses and loss adjustment expense to premiums
earned, is 68% in 1998, 81% in 1997 and 50% in 1995. The ratio calculated using
only losses and loss adjustment expenses incurred for the current year
(excluding the effects of favorable development and excluding reductions to
retrocession premiums) is 140% in 1998, 120% in 1997, 120% in 1996.
Favorable development on prior year losses is attributable to various economic
trends and factors. In a strong economic environment, fewer professional
liability claims are likely to occur since fewer companies are experiencing the
kind of financial stress or failure that can often lead to such claims. However,
AIIG also noted that under the CNA program, loss frequency has increased in
recent years while loss severity has remained constant. This increase in loss
frequency can be attributed to CNA's implementation of a step plan (also see
above discussion of premiums) in 1995 that was designed to attract a large
number of new insureds, predominantly smaller firms, to the program. CNA
expected loss severity to decrease and offset the effects of increases in loss
frequency, but to date this has not occurred. Accordingly, losses are trending
upward in
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recent years. Additionally, in recent years, many of the CNA insureds have opted
to purchase defense coverage outside of policy limits which result in larger
reserve requirements.
Policy acquisition costs of $1,967,307 were expensed in 1998 as compared to
$1,462,733 in 1997, an increase of 35%. Policy acquisition costs expensed in
1997 reflect an increase of 12% from $1,302,327 in 1996. Such costs as a
percentage of premiums earned (excluding the effects of reductions to
retrocession premiums) are 28% in 1998, 29% in 1997 and 28% in 1996, and result
primarily from ceding commissions paid to ceding companies determined
contractually pursuant to reinsurance agreements.
Operating and management expenses increased by 4% in 1998 to $642,925 from
$619,684 in 1997. 1997 operating and management expenses decreased by 15% from
$727,780 in 1996.
The effective tax rate was 23% in 1998, 16% in 1997 and 31% in 1996. These rates
differ from the statutory federal rate primarily due to the effects of tax
exempt municipal bond income. Gross tax exempt investment income increased by
30% in 1998 to $683,891 from $527,600 in 1997. Gross 1997 tax exempt investment
income increased by 110% from $250,913 in 1996.
Year 2000 Readiness
AIIG is aware of the issues associated with the programming code in existing
computer systems as the year 2000 approaches. The "Year 2000" problem is the
result of computer programs being written using two digits rather than four to
define the applicable year. Programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. Systems
that do not properly recognize such information could generate erroneous data or
fail.
The Company's operations are conducted through its management company, Vermont
Insurance Management, Inc. ("VIM"). VIM has informed the Company that it is
using both internal and external resources to identify, correct and test its
financial, information and operational systems for Year 2000 compliance. VIM is
assessing its internal systems for Year 2000 compliance and has made inquiries
of third parties with whom the Company has material relationships to assess the
potential impact on the Company's operations if key third parties are not
successful in converting their systems in a timely manner. VIM has completed its
assessment of its hardware systems and is still in the process of reviewing its
software systems, and anticipates that its review of its internal systems will
be complete by March 31, 1999. VIM anticipates that any necessary remediation
will be completed by June 1999 and that any necessary testing will be completed
by September 30, 1999. Based on its review efforts to date, VIM does not
anticipate any material disruption to the Company's business from its internal
systems. The costs of remediation to its systems will be borne by VIM or its
affiliates.
VIM has not yet received responses to all of its third party inquiries, but the
Company believes that its primary focus regarding the Year 2000 problem is
appropriately with AIIC's primary insurance carrier, CNA. The majority of
insurance transactions affecting the Company are originated by CNA operating
systems, with quarterly reporting to the Company. Representatives of CNA have
informed the Company that CNA has been Year 2000 compliant since December 1,
1998. If CNA is not Year 2000 compliant, the Company believes that the impact on
its business is likely to be material. Presently, the Company's only business is
that of reinsurance, so the Company anticipates that Year 2000 noncompliance by,
particularly CNA, will be disruptive primarily from a reporting and
informational standpoint.
The Company's expectations about the impact of the Year 2000 problem on its
business are subject to a number of uncertainties that could cause actual
results to differ materially. Such factors include the following: (i) The
Company's service providers may not be successful in properly identifying all
systems and programs that contain two-digit year codes; (ii) The nature and
number of systems which require reprogramming, upgrading or replacement may
exceed the service providers' expectations in terms of complexity and scope;
(iii) The Company's service providers may not be able to complete all
remediation and
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testing necessary in a timely manner; (iv) The Company has no control over the
ability of third parties to achieve Year 2000 compliance; and (v) The impact of
the Year 2000 problem on CNA may be of such magnitude that it may adversely
affect the Company's business or eliminate its sole source of insurance
business.
Liquidity and Capital Resources
The Company's cash needs consist of settlement of losses and expenses under its
reinsurance treaties and funding day-to-day operations. Management expects to
be able to meet these cash needs from cash flows arising from its investment
portfolio. Because substantially all of the Company's assets are marketable
securities, the Company has sufficient flexibility to provide for unbudgeted
cash needs which may arise, without resorting to borrowing.
As of December 31, 1998, total invested assets amounted to $42,548,658, an
increase of $865,079 or 2% from $41,683,579 at December 31, 1997. Cash balances
increased from $1,081,736 at December 31, 1997 to $1,450,795 at December 31,
1998, an increase of 34%. The balance of cash and cash equivalents varies
depending on the maturities of fixed term investments and on the level of funds
invested in money market mutual funds. The ratio of cash and invested assets to
total liabilities and stockholders' equity at December 31, 1998 was .88 to 1,
compared to a ratio of .90 to 1 at December 31, 1997.
AIIG's gross premiums written in 1998 amounted to $7,521,837 (also see
discussion of premiums earned in Results of Operations), an increase of
$1,724,761 from 1997. Gross premiums written in 1997 increased by $1,056,099,
or 22.3% from 1996. Assumed reinsurance premiums receivable represents current
assumed premiums receivable less commissions payable to the fronting carriers.
This balance increased from $1,146,379 at December 31, 1997 to $2,357,147 at
December 31, 1998, an increase of 106%. Approximately $818,000 of the increase
in assumed reinsurance premiums receivable is attributable to the one-time
adjustment for prior year premiums due from CNA, as more fully described in
Results of Operations. This balance also fluctuates due to the timing of renewal
premium written. The increase in premiums has also resulted in a direct increase
in policy acquisition costs, unearned premiums, fixed commissions paid to CNA as
part of its quota share agreement, and loss reserves.
Reinsurance recoveries represent AIIG's estimate of losses to be reimbursed by
its reinsurer from future loss payments. AIIG (through AIIC) entered into excess
of loss retrocession agreements to limit its retained risk on any one claim
underwritten by Coregis Group, Inc. (formerly Crum and Forster Managers
Corporation), to $50,000 in 1989 and 1990 and $62,500 in 1991 through mid-1993,
subject to specified maximum recoveries for each contract year. Retrocession
premiums ceded by AIIG are adjustable within a specified range based on actual
experience under each contract. Amounts recoverable from the reinsurers pursuant
to retrocession agreements have been estimated using actuarial assumptions
consistent with those used in establishing the liability for unpaid losses and
loss adjustment expenses. The actuary suggested a decrease in its analysis as of
December 31, 1998 which is reflected in the decrease to reinsurance recoveries
receivable from $1,039,762 at December 31, 1997 to $875,685 at December 31,
1998, a decrease of $164,077, or 16%.
Reinsurance balances payable represent AIIG's estimate of the premiums due to
the Company's reinsurer under the retrocession agreements described above, and
amounts currently due for losses and loss adjustment expenses payable. Ultimate
loss reserves were adjusted downward by the actuary in 1998, which resulted in a
decrease in the portion of reinsurance balances payable due for retrospective
premiums. The estimate of reinsurance balances due for retrospective premiums
decreased by $131,250, $720,298 and $693,976 during 1998, 1997 and 1996,
respectively. Including loss and loss adjustment expenses currently due,
reinsurance balances payable increased from $1,984,442 at December 31, 1997 to
$2,142,396 at December 31, 1998, an increase of $157,954, or 8%.
Prepaid expenses and other assets amounted to $326,172 at December 31, 1998, an
increase of 75% from 1997. This is due to the fact that the Company incurred
expenses in researching, studying and preparing for its possible redomestication
to Bermuda. At December 31, 1998 expenses totaling $86,798 were capitalized and
have been included in other assets.
Deferred policy acquisition costs, representing the deferral of ceding
commission expense related to premiums not yet earned, increased from December
31, 1997 along with the increase in unearned premiums. The current ceding
commission rate, which became effective August 1, 1995, is 28.5%.
The Registrant paid its fourteenth consecutive quarterly dividend of $0.65 per
share during the fourth quarter of 1998.
During 1998, 1997 and 1996, the Board of Directors declared quarterly dividends
of $0.65 per share totaling $865,587, $867,735 and $869,661, respectively.
Continuation of quarterly dividend payments is subject to the Board of
Directors' continuing evaluation of the Company's level of surplus vis a vis its
capacity to accept more business. It is an objective of the Company to build
surplus in anticipation of the next "hard market", that is to say, the next
period in which accountants' professional liability insurance becomes difficult
or impossible to obtain at reasonable prices, and to retain flexibility for any
future business expansions.
Due to regulatory restrictions on the payment of dividends, $19,005,196 of
AIIG's separately determined GAAP basis stockholders' equity of $20,848,584 is
unavailable for distribution as dividends in 1999 without prior regulatory
approval.
Property/Casualty Losses and Loss Adjustment Expenses
The consolidated financial statements include the established liability for
unpaid losses and loss adjustment expenses (LAE) of the Company's
property/casualty (P/C) insurance operations. The liabilities for losses and
loss adjustment expenses are 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. The estimates are continually reviewed, and as experience develops
and new information becomes known, the liability is adjusted as appropriate.
Such adjustments are reflected in current financial reports.
The anticipated effect of inflation is implicitly considered when estimating
liabilities for losses and LAE. Future average severity 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 development and are modified if necessary.
As is customary in the business, an acturial review and projection is performed
for AIIC by its independent actuary as of June 30 and December 31 of each year.
Those projections are not adjusted at the first or third quarters, but remain in
effect for the half-year period.
AIIC's actuary has applied four standard methods. The Expected Value Method
(EVM) relies on pricing considerations prior to the emergence of any actual
experience for a particular report year. The Bornhuetter-Ferguson Method (BFM)
blends the expected value estimates from the EVM with the actual emerging
experience. The Trended Average Cost Method (TACM) allows separate estimation of
the three components of expected losses -- frequency, limited severity, and
excess severity -- with the ability to introduce different valuation methods for
each of these three components at different points in time. The Loss Development
Method (LDM) projects current values of incurred losses to their estimated
ultimate level based on historical patterns of how losses have developed as a
report year ages.
The selection of estimated ultimate loss, and related loss ratios, for each of
the last five years consistently have been based on composite indications from
each of the four methods rather than solely on a single method. However, for
more recent and thus most immature report years, the selection has primarily
been based on the Trended Average Cost Method, which adjusts quickly to changes
in the number of reported claims which become available soon after the end of
the report year.
The valuation has been subject to limited adjustments to reflect uncertainties
concerning CNA's underwriting, which is not fully comparable to the more mature
Crum & Forster results for earlier years.
The result of this process is that each half year, the actuary has made
recommendations to AIIC's Board of Directors, which for each period adopted the
recommendation.
Based on the foregoing practice, the estimated loss ratio has been changed by
AIIG's Board of Directors approximately once each year, including the recent
decrease from 120% to 100%. The reason for that change is that the Board,
following receipt of the actuary's report, determined that the 120% ratio was
too high, based on the circumstances and available information.
The following table shows the development of the estimated liability for the
previous ten years of the Company's P/C operations:
8
<PAGE>
ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSES DEVELOPMENT
(Thousands of Dollars)
Amounts prior to 1993 restated to conform with SFAS 113
<TABLE>
<CAPTION>
Year Ended December 31,
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
-------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross Liability for Loss and
LAE Reserves.................... $1,895 $8,085 $15,182 $20,260 $25,287 $27,047 $25,335 $21,789 $20,300 $20,803 21,718
Reinsurance Recoverable for
Unpaid
Loss and LAE Reserves........... - - 502 761 969 4,764 4,071 3,160 2,020 1,040 876
------ ------ ------- ------- ------- ------- ------- ------- ------- ------- ------
Net Liability for Unpaid Losses
and
LAE reserves.................... $1,895 $8,085 $14,680 $19,499 $24,318 $22,283 $21,264 $18,629 $18,280 19,763 20,842
Year Ended December 31,
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
------ ------ ------- ------- ------- ------- ------- ------- ------- ------- ------
Losses Reestimated as of:
One Year Later................. 1,897 8,705 14,779 19,963 23,004 18,099 17,957 15,709 16,869 14,883 -
Two Years Later................ 1,897 8,145 12,667 15,264 20,133 15,064 15,042 14,299 10,161
Three Years Later.............. 1,780 6,796 9,862 13,101 17,782 12,196 13,635 8,417
Four Years Later............... 1,405 5,199 8,696 11,725 15,520 10,811 9,322
Five Years Later............... 1,065 4,782 7,753 10,158 14,825 8,479
Six Years Later................ 995 4,536 6,879 10,081 12,817
Seven Years Later.............. 936 4,031 6,761 8,523
Eight Years Later.............. 819 4,016 5,661
Nine Years Later............... 819 3,576
Ten Years Later................ 819
Cumulative Redundancy
(Deficiency).................... 1,076 4,509 9,019 10,976 11,501 13,804 11,942 10,212 8,119 4,880 -
Cumulative Amount Paid Through:
One Year Later................. 73 415 2,548 4,158 6,100 1,555 4,007 2,885 3,036 3,567 -
Two Years Later................ 208 1,710 3,653 5,464 7,860 5,128 6,469 4,791 5,580
Three Years Later.............. 595 2,349 4,147 6,255 10,370 6,765 7,721 6,087
Four Years Later............... 617 2,716 4,380 7,744 11,436 7,666 8,551
Five Years Later............... 676 2,927 5,422 8,303 11,878 8,199
Six Years Later................ 659 3,317 5,540 8,501 12,263
Seven Years Later.............. 668 3,380 5,764 8,611
Eight Years Later 670 3,467 5,799
Nine Years Later 674 3,485
Ten Years Later 675
</TABLE>
The above table of losses reestimated has been prepared on a net basis (i.e.,
loss and loss adjustment expenses and reinsurance recoveries receivable have not
been grossed-up, as required under FAS 113). The schedule 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 cost/benefit of providing such information.
The above table presents the development of balance sheet liabilities for 1988
through 1998 as of year-end 1998. 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. 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 1994 liability has developed a
$11,942,000 redundancy which has been reflected in income in subsequent years as
the reserves were reestimated.
9
<PAGE>
The lower section of the table shows the cumulative amount paid with respect to
the previously recorded liability as of the end of each succeeding year. For
example, the 1994 year end liability was originally $21,264,000. As of December
31, 1998, the Company had paid $8,551,000 of the currently estimated $9,322,000
of losses and LAE that had been incurred for 1994 and prior years through the
end of 1998; thus an estimated $771,000 in losses incurred through 1994 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 liability 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.
NAIC Codification of Statutory Accounting Practices
See Note F to the Consolidated Financial Statements regarding the codification
of statutory accounting practices by the National Association of Insurance
Commissioners.
Proposed Redomestication and Restructuring
The Board of Directors of the Company has approved a redomestication and
restructuring of the Company, which is subject to shareholders approval,
regulatory approvals and the approval of certain other third parties. See Note G
to the Consolidated Financial Statements for a further description of the
proposed transaction.
10
<PAGE>
Item 8. Financial Statements and Supplementary Data
The financial statements required by this Item are listed below:
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Financial Statements
- ---------------------------------------------------------------------
Page
-----
<S> <C>
Report of Independent Accountants.................................... 16
Consolidated Balance Sheets.......................................... 17
Consolidated Statements of Income and Other Comprehensive Income..... 18
Consolidated Statement of Changes in Stockholders' Equity............ 19-20
Consolidated Statements of Cash Flows................................ 21
Notes to the Consolidated Financial Statements....................... 22
Financial Statement Schedules:
- ---------------------------------------------------------------------
Reports of Independent Accountants on Financial Statement Schedules.. 36
Schedule II, Parent Company Condensed Financial Statements........... 37
Schedule IV, Reinsurance............................................. 40
</TABLE>
Schedules I, III, V, and VI are omitted as they are inapplicable, immaterial, or
because the required information may be found in the audited consolidated
financial statements and notes thereto.
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. In connection with the proposed redomestication, of
the Company to Bermuda, AIG Ltd., a subsidiary of the Company which would be the
successor to the Company upon completion of the redomestication, has retained
Deloitte & Touche Ltd. rather then Johnson Lambert & Co., based on Deloitte &
Touche's expertise with respect to Bermuda domiciled entities. Neither of
Johnson Lambert & Co.'s reports on the financial statements of AIIG for the past
two years contains an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or accounting principles.
The retention of Deloitte & Touche by the Company has been approved by the
Company's Board of Directors. There have been no disagreements with Johnson
Lambert with respect to any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
11
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
In order to insure that persons with professional liability insurance knowledge
are represented on AIIG's Board of Directors, AIIG's Certificate of
Incorporation requires that at least half of each class of directors be either
current or former members of the PLIP Committee of the AICPA, or persons
otherwise knowledgeable, as determined by the Board, in accountants'
professional liability insurance matters ("Qualified Directors"). The Board has
designated Mr. Breitweiser and Mr. Katch as Qualified Director candidates.
Listed below is the name, age, officer position with AIIG, principal business
experience during the last five years, and other information regarding each
director and officer of AIIG.
Norman C. Batchelder....... Age 70. President, Chairman of the Board and
Director of AIIG since it was formed in September of
1987. Former Executive Director of the New Hampshire
Society of CPAs. Former Partner of Smith, Batchelder
& Rugg, CPAs, Lebanon, New Hampshire. Former member
and Chairman of the AICPA Professional Liability
Insurance Plan Committee and Former President of the
New Hampshire Society of CPAs.
Bruce W. Breitweiser....... Age 50. Vice President of AIIG since 1993. Director
of AIIG since November 21, 1991. Managing Partner of
Dunbar, Breitweiser & Company, LLP, Bloomington,
Illinois.
Jerome A. Harris........... Age 55. Secretary of AIIG since May 1998. Assistant
Secretary and Assistant Treasurer of AIIG from
December 1995 through May 1998. Director of AIIG
since May of 1995. Managing Partner of Checkers,
Simon & Rosner, LLP, Chicago, Illinois. Senior
Managing Director of American Express Tax and
Business Services. Founding and past board member
and past member of the Executive Committee of the
Accountants Liability Assurance Company Ltd. Former
Chairman of the Illinois CPA Society Insurance
Liability Task Force.
Ronald S. Katch............ Age 65. Treasurer of AIIG since 1991. Director of
AIIG since it was formed in September of 1987.
Managing Partner of Katch, Tyson & Company, CPAs,
Northfield, Illinois. Former member and Chairman of
the AICPA Professional Liability Insurance Plan
Committee.
12
<PAGE>
David N. Thompson.......... Age 48. Director of AIIG since May 1998. Senior Vice
President--Mergers and Acquisitions, Meadowbrook
Insurance Group, Inc., a national insurance company,
since 1998, and Chairman and Chief Executive Officer
of E-Insure Services, Inc., an Internet insurance
marketplace since 1996. From 1993 to 1994, President
and Chief Executive Officer of Specialty Programs,
Ltd., an insurance acquisition and consulting
company. Prior thereto he held various positions,
most recently as Chairman, President and Chief
Executive Officer, with Crum & Forster Managers
Group, an underwriter of property and casualty
insurance and the predecessor to Coregis Insurance
Company. Mr. Thompson is a CPA.
Irvin F. Diamond........... Age 57. Director of AIIG since February 1999.
Partner in Rogoff Erickson Diamond & Walker, LLP
(formerly Rogoff, Diamond & Walker, LLP). Current
member of the Board of Directors of Coopers, Inc.
and Cimarron Health Plan (an HMO). Current member of
the AICPA Insurance Programs Executive Committee.
Former member of the New Mexico Society of Certified
Public Accountants Professional Liability Task
Force. Former member and Vice President of the AICPA
Board of Directors. Former President of New Mexico
Society of Certified Public Accountants. Mr. Diamond
is a Certified Financial Planner, an AICPA Personal
Financial Specialist, and a Registered Investment
Advisor in the State of New Mexico. For more than 15
years, Mr. Diamond has been a recognized national
expert witness and litigation consultant in CPA's
professional liability matters, having served in
this capacity more than 25 times.
Jeffry I. Gillman.......... Age 57. Director of AIIG since February 1999.
Managing shareholder of Gillman & Shapiro, P.A.
Former member of the AICPA Professional Liability
Insurance Plan Committee. Founding trustee of the
Florida Institute of CPAs Health Benefit Trust.
Except as indicated above, no director of AIIG is a director of any company with
a class of securities registered pursuant to section 12 of the Exchange Act, or
subject to the requirements of Section 15(d) of the Exchange Act or any company
registered as an investment company under the Investment Company Act of 1940.
Mr. Charles B. Larson served as a director of AIIG from September 1987 until May
1998.
The Company is in the process of adding and replacing its directors.
13
<PAGE>
Committees of the Board of Directors
- ------------------------------------
There are seven committees of the Board of Directors of AIIG constituted as
follows:
<TABLE>
<CAPTION>
Committee Members
---------- -------
<S> <C>
Stockholder Relations Committee............. Mr. Katch and Mr. Batchelder
Audit Committee............................. Mr. Breitweiser and Mr. Harris
Finance and Actuarial Committee............. Mr. Harris and Mr. Thompson
Investment Committee........................ Mr. Breitweiser and Mr. Katch
Underwriting and Reinsurance Committee...... Mr. Batchelder and Mr. Harris
Public Relations Committee.................. Mr. Batchelder
Nominating Committee........................ Mr. Breitweiser and Mr. Katch
</TABLE>
The seven committees respectively have and may exercise the full power of the
Board of Directors, subject to certain limitations imposed by law, as to all
matters relating to the ownership, transfer or redemption of AIIG's Common
Stock; the annual audit of AIIG's financial statements and the review and
approval of AIIG's fiscal year budget; review of financial and actuarial
matters affecting AIIG; AIIG's investment activity; the review and negotiation
of reinsurance contracts; the coordination of press releases and other
communications with the public; and the consideration of nominees to the Board
of Directors.
During April and May 1998, an Executive Committee consisting of Messrs.
Batchelder, Breitweiser, Harris and Katch was appointed with full power and
authority to act on behalf of the Board in the management of the business and
affairs of AIIG, except as otherwise provided under the DGCL. The Executive
Committee was dissolved in May 1998.
Section 16(a) of the Securities Exchange Act of 1934, and the rules promulgated
thereunder, requires the Company's executive officers, directors and holders of
10% or more of the Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. David N. Thompson did
not timely file with the the SEC Form 4, Statement of Changes in Beneficial
Ownership, with respect to his purchase of 26 shares of common stock of the
Company on December 28, 1998. The Form 4 with respect to such transaction was
due no later than January 10, 1999.
Item 11. Executive Compensation
The Registrant does not have any employees. AIIG has not paid compensation to
any person before the date of this 10K Filing and is not expected to do so prior
to the Effective Time.
Directors of AIIG receive an annual retainer of $10,000. They are also paid
$600 per half day for each Board meeting and $125 per hour for each committee
meeting attended during the calendar year. The Directors of AIIG fill all
officer positions of AIIG without salary or any other compensation. Directors
are entitled to receive reimbursement for reasonable expenses incurred in
attending Board or committee meetings of AIIG or when otherwise acting on behalf
of AIIG.
None of the directors of the Company received compensation from AIIG exceeding
$60,000 during AIIG's 1998 fiscal year. The total compensation of all directors
in 1998 was $114,200.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 25, 1999, the directors and executive officers of AIIG and
affiliates of such persons were beneficial owners of, in the aggregate, 3,659
shares (1.1% of total Common Stock outstanding). No individual director or
executive officer was the beneficial owner of more than .6% of AIIG's total
Common Stock outstanding.
The following table sets forth as of December 31, 1998, the beneficial ownership
of AIIG Common Stock of each of the directors, nominees for directors and
officers and all officers and directors of AIIG as a group. No person known to
the Company as of December 31, 1998 is the "beneficial owner" (as defined in
Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of more than 5%
of the Company's Common Stock. Unless otherwise indicated, the persons named in
the table have sole voting and investment power with respect to all shares shown
as beneficially owned by them. Except as otherwise noted, all information in the
table and the accompanying footnotes is given as of December 31, 1998, and has
been supplied by each of the persons included in the table.
<TABLE>
<CAPTION>
Number of Shares of Common
Name of Director Stock Beneficially Owned
---------------- --------------------------
<S> <C>
Norman C. Batchelder, CPA.......................... 22
Bruce W. Breitweiser, CPA (1)...................... 294
Ronald S. Katch, CPA (2)........................... 400
Jerome A. Harris, (3).............................. 817
David N. Thompson, CPA............................. 26
Irvin F. Diamond, CPA (4).......................... 2,000
Jeffry I. Gillman, CPA (5)......................... 100
All Directors and Officers as a Group (7 persons).. 3,659
</TABLE>
- ---------------
(1) Shares are held by IAA Trust Co. as trustee of the 401(k) Savings Plan of
Dunbar, Breitweiser & Company for the benefit of Bruce W. Breitweiser.
(2) Katch, Tyson & Company, CPAs, of which Mr. Katch is a partner, is the
record and beneficial owner of the shares shown and has sole voting and
investment power with respect to such shares.
(3) Checkers, Simon & Rosner, LLP, of which Mr. Harris is a partner, is the
record and beneficial owner of the shares shown and has sole voting and
investment power with respect to such shares.
(4) Rogoff Erickson Diamond & Walker, LLP, of which Mr. Diamond is a partner,
is the record and beneficial owner of the shares shown and has sole voting
and investment power with respect to such shares.
(5) Gillman & Shapiro, P.A., of which Mr. Gillman is the managing shareholder,
is the record and beneficial owner of the shares shown and has sole voting
and investment power with respect to such shares.
Item 13. Certain Relationships and Related Transactions
Since 1967 the AICPA has sponsored the AICPA Plan. The initial business of AIIC
has been to act as a reinsurer of professional liability insurance policies
having effective dates on or after April 1, 1988, which are issued by the
primary insurer under the AICPA Plan.
The AICPA Plan Committee evaluates the AICPA Plan periodically in order to
effect changes that the Committee believes will result in a stable and
competitively priced source of professional liability insurance coverage for its
members. To this end, the AICPA Plan Committee was involved in the organization
of AIIG and AIIC, including the selection of the initial directors of AIIG.
However, the AICPA does not direct the affairs of, is not responsible for any
obligations of, nor does it receive any direct economic benefit from, either
AIIG or AIIC.
Although AIIC has entered into reinsurance agreements with the primary insurer
under the AICPA Plan, and intends to cooperate with the AICPA in the provision,
through such reinsurance agreements and otherwise, of reinsurance capacity for
the AICPA Plan, AIIC has no contractual right to long-term involvement in the
AICPA Plan. Similarly, other than as provided by the aforementioned reinsurance
agreements, AIIC is not obligated to use its reinsurance capacity as part of the
AICPA Plan and may, in the discretion of its Board of Directors, provide
reinsurance for accountants' professional liability coverage in programs not
sponsored by the AICPA.
14
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) See Index to Financial Statements on page 11.
(a)(2) See Index to Financial Statement Schedules on page 11.
(a)(3) See Index to Exhibits set forth on page 42.
(b) No reports on Form 8-K were filed during the fourth quarter of 1998.
(c) See Index to Exhibits set forth on page 42.
(d) See Index to Financial Statement Schedules on page 11.
15
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors
AmerInst Insurance Group, Inc.
We have audited the accompanying consolidated balance sheets of AmerInst
Insurance Group, Inc. (the Company) as of December 31, 1998 and 1997, and the
related consolidated statements of income and other comprehensive income,
changes in stockholders' equity, and cash flows for each of the years in the
three year period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and the disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AmerInst Insurance Group, Inc.
as of December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the years in the three year period ended December 31, 1998 in
conformity with generally accepted accounting principles.
JOHNSON LAMBERT & CO.
Burlington, Vermont
February 22, 1999
16
<PAGE>
AMERINST INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
ASSETS 1998 1997
----------- -----------
<S> <C> <C>
Investments:
Fixed maturity investments, at market value
(amortized cost $33,680,548 and $33,420,863) $34,577,261 $34,065,619
Equity securities, at market value (cost $7,115,089
and $6,721,873) 7,971,397 7,617,960
----------- -----------
TOTAL INVESTMENTS 42,548,658 41,683,579
Cash and cash equivalents 1,450,795 1,081,736
Assumed reinsurance premiums receivable 2,357,147 1,146,379
Reinsurance recoveries receivable 875,685 1,039,762
Accrued investment income 596,862 499,970
Deferred policy acquisition costs 973,461 800,598
Deferred income tax asset 652,666 992,599
Prepaid expenses and other assets 326,172 186,506
----------- -----------
TOTAL ASSETS $49,781,446 $47,431,129
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Unpaid losses and loss adjustment expenses $21,718,087 $20,802,873
Unearned premiums 3,415,651 2,809,115
Reinsurance balances payable 2,142,396 1,984,442
Federal income taxes payable 118,004 260,897
Accrued expenses and other liabilities 445,299 455,438
----------- -----------
TOTAL LIABILITIES 27,839,437 26,312,765
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 2,000,000 shares authorized;
1998--332,331 shares issued and outstanding
1997--333,358 shares issued and outstanding 3,323 3,334
Additional paid-in capital 7,144,818 7,172,508
Retained earnings 13,636,875 12,925,566
Accumulated other comprehensive income, net of tax 1,156,993 1,016,956
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 21,942,009 21,118,364
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $49,781,446 $47,431,129
=========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
17
<PAGE>
AMERINST INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE
INCOME
<TABLE>
<CAPTION>
Year ended December 31,
1998 1997 1996
---------- ---------- -----------
<S> <C> <C> <C>
REVENUES
Premiums earned $7,046,551 $5,852,286 $5,386,388
Net investment income and net realized gains
and losses 2,443,995 2,572,539 2,394,377
---------- ---------- ----------
TOTAL REVENUES 9,490,546 8,424,825 7,780,765
---------- ---------- ----------
LOSSES AND EXPENSES
Losses and loss adjustment expenses 4,797,657 4,748,833 2,717,884
Policy acquisition costs 1,967,307 1,462,733 1,302,327
Operating and management expenses 642,925 619,684 727,780
---------- ---------- ----------
TOTAL LOSSES AND EXPENSES 7,407,889 6,831,250 4,747,991
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 2,082,657 1,593,575 3,032,774
Provision for income taxes 480,985 262,404 945,996
---------- ---------- ----------
NET INCOME 1,601,672 1,331,171 2,086,778
---------- ---------- ----------
OTHER COMPREHENSIVE INCOME, NET OF TAX
Net unrealized holding gains (losses) arising during
the period 323,271 793,801 (149,578)
Less: reclassification adjustment for gains and
losses included in net income (183,234) (201,466) (1,165)
---------- ---------- ----------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX 140,037 592,335 (150,743)
---------- ---------- ----------
COMPREHENSIVE INCOME $1,741,709 $1,923,506 $1,936,035
========== ========== ==========
BASIC EARNINGS PER SHARE $ 4.82 $ 3.99 $ 6.24
========== ========== ==========
Average common shares outstanding for the year 332,997 333,870 334,558
========== ========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
18
<PAGE>
AMERINST INSURANCE GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Other
Additional Comprehensive Total
Common Paid-in Retained Income, Treasury Stockholders'
Stock Capital Earnings Net of Tax Stock Equity
------ ---------- ----------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1996 $3,349 $7,206,283 $11,274,797 $ 575,364 $ - $19,059,793
Net income 2,086,778 2,086,778
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities,
net of reclassification adjustment (150,743) (150,743)
Purchases of 692 shares of treasury stock (34,642) (34,642)
Retirement of 692 shares of treasury stock (7) (17,300) (17,335) 34,642
Cash dividends paid ($2.60 per share) (869,661) (869,661)
------ ---------- ----------- ---------- -------- -----------
BALANCE AT DECEMBER 31, 1996 3,342 7,188,983 12,474,579 424,621 - 20,091,525
Net income 1,331,171 1,331,171
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities,
net of reclassification adjustment 592,335 592,335
Purchases of 822 shares of treasury stock (28,932) (28,932)
Retirement of 822 shares of treasury stock (8) (16,475) (12,449) 28,932
Cash dividends paid ($2.60 per share) (867,735) (867,735)
------ ---------- ----------- ---------- -------- -----------
BALANCE AT DECEMBER 31, 1997 $3,334 $7,172,508 $12,925,566 $1,016,956 $ - $21,118,364
</TABLE>
-(Continued)-
See accompanying notes to the consolidated financial statements.
19
<PAGE>
AMERINST INSURANCE GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY-CONTINUED
<TABLE>
<CAPTION>
Accumulated
Other
Additional Comprehensive Total
Common Paid-in Retained Income, Treasury Stockholders'
Stock Capital Earnings Net of Tax Stock Equity
------ ---------- ----------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 $3,334 $7,172,508 $12,925,566 $1,016,956 $ - $21,118,364
Net income 1,601,672 1,601,672
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities,
net of reclassification adjustment 140,037
Purchases of 1,108 shares of treasury stock (52,477) (52,477)
Retirement of 1,108 shares of treasury stock (11) (27,690) (24,776) 52,477 52,477
Cash dividends paid ($2.60 per share) (865,587) (865,587)
------ ---------- ----------- ---------- -------- -----------
BALANCE AT DECEMBER 31, 1998 $3,323 $7,144,818 $13,636,875 $1,156,993 $ - $21,942,009
====== ========== =========== ========== ======== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
20
<PAGE>
AMERINST INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended December 31,
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,601,672 $ 1,331,171 $ 2,086,778
Adjustments to reconcile net income to net cash
Provided by (used in) operating activities
Amortization of net premiums on investments 35,048 21,185 18,906
Net realized gains on sales of investments (277,627) (305,253) (1,765)
Deferred income taxes 267,793 7,995 (495,727)
Changes in assets and liabilities:
Assumed reinsurance premiums receivable (1,210,768) (216,581) 196,628
Reinsurance recoveries receivable 164,077 980,213 1,139,586
Accrued investment income (96,892) 15,900 75,303
Deferred policy acquisition costs (172,863) (189,550) (48,573)
Income taxes receivable/payable (142,893) (55,302) 713,191
Prepaid expenses and other assets (139,666) (96,498) (9,758)
Unpaid losses and loss adjustment expenses 915,214 502,936 (1,489,099)
Unearned premiums 606,536 665,088 48,565
Reinsurance balances payable 157,954 (167,614) (1,083,436)
Accrued expenses and other liabilities (10,139) 1,909 (36,364)
------------ ------------ ------------
Net cash provided by operating activities 1,697,446 2,495,599 1,114,235
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments (12,265,241) (13,572,437) (22,603,360)
Proceeds from sales and maturities of investments 11,854,918 11,010,362 20,761,301
Net (purchases) sales of short-term investments 1,697,475 (1,325,897)
------------ ------------ ------------
Net cash used in investing activities (410,323) (864,600) (3,167,956)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (865,587) (867,735) (869,661)
Purchases of treasury stock (52,477) (28,932) (34,642)
------------ ------------ ------------
Net cash used in financing activities (918,064) (896,667) (904,303)
------------ ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 369,059 734,332 (2,958,024)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,081,736 347,404 3,305,428
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,450,795 $ 1,081,736 $ 347,404
============ ============ ============
SUPPLEMENTAL DATA - Income taxes paid $ 454,893 $ 425,000 $ 728,505
============ ============ ============
</TABLE>
See accompanying notes to the consolidated financial statements.
21
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: AmerInst Insurance Group, Inc. (AIIG) was incorporated under the
laws of the State of Delaware on September 9, 1987. On February 29, 1988, AIIG
sold 343,357 shares of its common stock at a price of $25 per share in a public
offering to accounting firms that were members of the American Institute of
Certified Public Accountants (AICPA) or a state CPA society. Proceeds of the
public offering (net of selling agent's commission and expenses, management fees
and other offering costs totaling $1,151,850) amounted to $7,432,075, which
consisted of $3,434 of paid-in share capital and $7,428,641 of additional paid-
in capital.
Basis of Presentation: The accompanying consolidated financial statements have
been prepared in conformity with generally accepted accounting principles (GAAP)
and include the accounts of AIIG and its wholly owned subsidiaries, AmerInst
Insurance Company (AIIC) and AmerInst Insurance Group, Ltd. (AIG, Ltd.) All
material intercompany accounts and transactions have been eliminated in
consolidation.
During June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This
pronouncement, which was adopted by AIIG in 1998 establishes standards for
reporting and display of comprehensive income. This all-inclusive approach to
reporting income attempts to more accurately report items that previously
bypassed the income statement and were only addressed in the equity section of
the balance sheet. For AIIG, the only item required for reporting of
comprehensive income is the change in unrealized holding gains and losses.
Adoption of this pronouncement does not affect shareholders' equity. In
accordance with this pronouncement, the 1997 and 1996 financial statements have
been restated to reflect this new standard.
The preparation of financial statements in conformity with GAAP 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.
Recognition of Premium Revenue: Premiums assumed are earned ratably 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. Pursuant to prior retrocession agreements,
charges or credits resulting from adjustments to related provisional
retrocession premiums are reflected as adjustments to ceded premiums. Management
believes that recorded retrocession premiums ceded represent its best estimate
of such amounts; however, as changes in the estimated ultimate losses and loss
adjustment expenses applicable to the retrocession layers are determined, the
estimated ultimate ceded premiums will also change. As adjustments to these
estimates become necessary, such adjustments are reflected in current
operations.
22
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE A--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES--(Continued)
Deferred Policy Acquisition Costs: Ceding commissions related to assumed
reinsurance agreements are deferred and amortized over the terms of the
underlying policies to which they relate.
Unpaid 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, calculated based upon loss
projections utilizing certain actuarial assumptions and AIIC's historical loss
experience supplemented with industry data. Management believes that its
aggregate liability for unpaid losses and loss adjustment expenses at year end
represents its best estimate, based upon the available data, of the amount
necessary to cover the ultimate cost of losses, based upon an actuarial analysis
prepared by its independent consulting actuary. 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 then the amount indicated in the
financial statements. As adjustments to these estimates become necessary, such
adjustments are reflected in current operations. AIIC does not discount its loss
reserves for purposes of these financial statements.
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
changes in underwriting standards, policy provisions, and general economic
trends. These anticipated trends are monitored based on actual development, and
are modified if necessary.
Reinsurance Recoveries Receivable: Reinsurance recoveries receivable is
comprised of estimated amounts of losses and loss adjustment expenses paid and
unpaid which are expected to be recoverable from reinsurers. Amounts recoverable
from the reinsurers pursuant to retrocession agreements have been estimated
using actuarial assumptions consistent with those used in establishing the
liability for unpaid losses and loss adjustment expenses. Management believes
that reinsurance recoveries receivable as recorded represents its best estimate
of such amounts; however, as changes in the estimated ultimate liability for
unpaid losses and loss adjustment expenses are determined, the estimated
ultimate amount recoverable from the reinsurers will also change. Accordingly,
the ultimate recoverable could be significantly in excess of or less than the
amount indicated in the financial statements. Further, management has determined
that no provision for uncollectible reinsurance recoveries is necessary. As
adjustments to these estimates become necessary, such adjustments are reflected
in current operations.
23
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE A--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES--(Continued)
Investments: Investments held by AIIG consist of U.S. Treasury notes,
obligations of states and political subdivisions, mortgage-backed securities,
and equity securities. AIIG classifies these investments as available-for-sale.
Accordingly, AIIG reports these securities at their estimated market values with
unrealized holding gains and losses being reported as other comprehensive
income, net of tax. Realized gains and losses on sales of investments are
accounted for using the specific identification method and are reflected in the
income statement in the period of sale.
Investments in U.S. Treasury notes with a carrying value of $1,525,000 and
$1,755,000 at December 31, 1998 and 1997 are held in trust for the State of
Illinois in accordance with the Illinois Insurance Code. Also, as more fully
described in Note B, certain other investments held are used to collateralize
obligations to previous and current ceding companies.
Cash and Cash Equivalents: For purposes of the statement of cash flows, AIIG
considers all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents. Cash and cash equivalents
include amounts on deposit with Harris Trust and Savings Bank, the Bank of
Butterfield and investments in money market funds. At December 31, 1998 and
1997, cash and cash equivalents held were as follows:
<TABLE>
<CAPTION>
December 31,
1998 1997
------------- -------------
<S> <C> <C>
Harris Trust and Savings Bank $ 976,976 $ 290,464
Bank of Butterfield 13,299
Money Market Funds:
----------------------
Harris Insight Funds Class A 395,207 604,125
Lehman Brothers Prime Money
Market Fund 65,313 187,147
--------- ---------
Total cash and cash equivalents $1,450,795 $1,081,736
========= =========
</TABLE>
The Federal Deposit Insurance Corporation (FDIC) insures amounts on deposit with
Harris Trust Savings Bank up to $100,000. The FDIC does not insure amounts on
deposit with the Bank of Butterfield, a Bermuda institution, or investments in
money market funds.
24
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE B--INSURANCE ACTIVITY
AIIG, through its wholly-owned subsidiary AIIC, has been engaged since April
1988 in the reinsurance of claims-made insurance policies of participants in an
AICPA-endorsed insurance program that provides accountants' professional
liability insurance coverage (AICPA Plan). From the inception of AIIC through
mid-1993, Coregis Group, Inc. (formerly Crum and Forster Managers Corporation)
through a group of affiliated insurance companies (collectively CGI), was the
primary insurer for the AICPA Plan. In 1988, AIIC provided reinsurance to CGI,
assuming 10% of the risks related to the first $1,000,000 of coverage for each
policy issued under the program. For the period 1989 through mid-1993, an
unaffiliated company, Virginia Surety Company, Inc. (VSC) provided reinsurance
to CGI and retroceded a portion to AIIC such that AIIC assumed 10% to 12.5% of
the risk related to the first $1,000,000 of coverage limits for each policy
issued under the program. In August 1993, the AICPA Plan endorsed the CNA
Insurance Group (CNA) as its insurance carrier, replacing CGI as the primary
insurer. AIIC began a reinsurance relationship with CNA, taking a 10%
participation of the first $1,000,000 of liability of each policy written under
the plan. CGI, VSC, and CNA are collectively referred to as the "ceding
companies".
Pursuant to the reinsurance agreements described above, AIIC is required to
provide the ceding companies with collateral for AIIC's liabilities to them. At
December 31, 1998 and 1997, investments with a carrying value of $505,000 and
$499,707, respectively, were held in a trust account pursuant to the 1988
reinsurance agreement with CGI. Also at December 31, 1998 and 1997, the carrying
value of investments held in a trust account pursuant to reinsurance agreements
with VSC in effect from 1989 to mid-1993 was $7,148,516 and $7,225,790,
respectively. At December 31, 1998 and 1997, AIIC had provided CNA with a letter
of credit issued by Harris Trust and Savings Bank in the amount of $4,500,000.
At December 31, 1998 and 1997, investments with a carrying value of $7,493,550
and $7,225,790, respectively, were held in a trust account at Harris Trust and
Savings Bank as security for the letter of credit.
AIIC entered into excess of loss retrocession agreements to limit its retained
risk on any one claim underwritten by CGI to $50,000 in 1989 and 1990 and
$62,500 in 1991 through mid-1993, subject to specified maximum recoveries for
each contract year. Retrocession premiums ceded by AIIC are adjustable within a
specified range based on actual experience under each contract. Retrocession
transactions do not relieve AIIC from its obligation to the ceding companies.
Revisions to the estimates of ultimate premiums ceded pursuant to the
retrocession agreements resulted in credits to retroceded premiums recorded of
$131,250, $720,298 and $693,976 during 1998, 1997 and 1996, respectively.
25
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE B--INSURANCE ACTIVITY--(Continued)
A reconciliation of assumed to net premiums, on both a written and an earned
basis is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------- ---------------------------- ----------------------------
Written Earned Written Earned Written Earned
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assumed $7,521,837 $6,915,301 $5,797,076 $5,131,988 $4,740,977 $4,692,412
Retroceded 131,250 131,250 720,298 720,298 693,976 693,976
---------- ---------- ---------- ---------- ---------- ----------
Net premiums $7,653,087 $7,046,551 $6,517,374 $5,852,286 $5,434,953 $5,386,388
========== ========== ========== ========== ========== ==========
</TABLE>
Details of the liability for unpaid losses and loss adjustment expenses and
related reinsurance recoveries receivable at December 31, 1998 and 1997 are as
follows:
(000's omitted)
<TABLE>
<CAPTION>
1998 1997
----------------------------------------- -------------------------------------------
Gross Reinsurance Net Gross Reinsurance Net
Liability Receivable Liability Liability Receivable Liability
--------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Case basis estimates $ 5,094 $(169) $ 4,925 $ 5,765 $ (372) $ 5,393
IBNR 16,624 (707) 15,917 15,038 (668) 14,370
------- ----- ------- ------- ------- -------
Totals $21,718 $(876) $20,842 $20,803 $(1,040) $19,763
======= ===== ======= ======= ======= =======
</TABLE>
26
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE B--INSURANCE ACTIVITY--(Continued)
Unpaid losses and loss adjustment expense activity is as follows:
<TABLE>
<CAPTION>
(000's omitted)
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Liability as of January 1, (net of
reinsurance recoveries receivable) $19,763 $18,280 $18,629
Incurred related to:
Current year 9,681 6,160 5,635
Prior years (4,883) (1,411) (2,917)
------- ------- -------
Total incurred 4,798 4,749 2,718
------- ------- -------
Paid related to:
Current year (152) (230) (183)
Prior years (3,567) (3,036) (2,884)
------- ------- -------
Total paid (3,719) (3,266) (3,067)
------- ------- -------
Liability as of December 31, (net of
reinsurance recoveries receivable) $20,842 $19,763 $18,280
======= ======= =======
</TABLE>
As a result of changes in estimates of insured events in prior years, the
liability for losses and loss adjustment expenses relating to those years was
reduced as of December 31, 1998, 1997 and 1996 because of lower than anticipated
losses on policies in those years.
27
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE C--INVESTMENTS
Major categories of net interest and dividend income, net realized gains
(losses) on sales of investments and net change in unrealized gains (losses) are
summarized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Interest earned:
Fixed maturity investments $1,999,638 $2,135,448 $2,281,987
Short term investments and cash
and cash equivalents 83,362 148,884 157,679
Other interest income 121,853 23,233 1,650
Dividends earned 98,971 57,724 23,571
Net realized gains (losses) on sales
of investments:
Fixed maturity investments 120,808 3,025 (160,919)
Equity securities 156,819 302,693 163,265
Short-term investments (466) (581)
Investment expenses (137,456) (98,002) (72,275)
---------- ---------- ----------
Net investment income $2,443,995 $2,572,539 $2,394,377
========== ========== ==========
Net change in unrealized gains
(losses):
Fixed maturity investments $ 251,957 $ 270,305 $ (373,321)
Equity securities (39,780) 627,172 144,833
---------- ---------- ----------
Net change in unrealized gains
(losses) $ 212,177 $ 897,477 $ (228,398)
========== ========== ==========
</TABLE>
28
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE C--INVESTMENTS--(Continued)
The cost or amortized cost, gross unrealized holding gains and loses, and
estimated market value for investments in fixed maturity investments by major
security type, and equity securities at December 31, 1998 and 1997 are as
follows:
<TABLE>
<CAPTION>
December 31, 1998
------------------------------------------------------------------
Cost or Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Fixed maturity investments:
- ----------------------------------------------
U.S. Treasury notes $ 1,488,553 $ 36,447 $ - $ 1,525,000
Obligations of states and political
subdivisions 14,898,513 508,761 (688) 15,406,586
Mortgage-backed securities and
obligations of U.S. government
corporations and agencies 17,293,482 352,193 17,645,675
----------- ---------- --------- -----------
Total fixed maturity investments 33,680,548 897,401 (688) 34,577,261
Equity securities 7,115,089 1,310,453 (454,145) 7,971,397
----------- ---------- --------- -----------
Total investments $40,795,637 $2,207,854 $(454,833) $42,548,658
=========== ========== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
------------------------------------------------------------------
Cost or Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-------------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Fixed maturity investments:
- ----------------------------
U.S. Treasury notes $ 4,447,299 $ 105,201 $ - $ 4,552,500
Obligations of states and political
subdivisions 13,831,512 292,052 (5,510) 14,118,054
Mortgage-backed securities and
obligations of U.S. government
corporations and agencies 15,142,052 253,013 15,395,065
-------------- ---------- ---------- -----------
Total fixed maturity investments 33,420,863 650,266 (5,510) 34,065,619
Equity securities 6,721,873 1,177,052 (280,965) 7,617,960
----------- --------- ---------- -----------
Total investments $40,142,736 $1,827,318 $(286,475) $41,683,579
=========== ========== ========= ===========
</TABLE>
29
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE C--INVESTMENTS--(Continued)
The cost or amortized cost and estimated market value of fixed maturity
investments at December 31, 1998, 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.
<TABLE>
<CAPTION>
Estimated
Amortized Market
Cost Value
------------------- ------------------
<S> <C> <C>
Due in one year or less $ 748,829 $ 755,000
Due after one year through five years 5,500,968 5,651,661
Due after five years through ten years 9,722,328 10,090,480
Due after ten years 414,941 434,445
------------------- ------------------
Subtotal 16,387,066 16,931,586
Mortgage-backed securities and 17,293,482 17,645,675
obligations of U.S. government
corporations and agencies
------------------- ------------------
Total $33,680,548 $34,577,261
=================== ==================
</TABLE>
Information on sales and maturities of investments in fixed maturity investments
are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- --------- ----------
<S> <C> <C> <C>
Total proceeds (excluding short-term investments) $8,296,442 $9,890,774 $19,057,331
Gross gains 120,808 18,504 33,438
Gross losses - (15,479) (194,357)
</TABLE>
30
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE D--OPERATING AND MANAGEMENT EXPENSES
AIIG, AIIC and AIG, Ltd. have no employees. Their operating activities, as well
as certain management functions, are performed by contracted professional
service providers. USA Risk Group (USARG) provides AIIG and AIIC certain
management, administrative and operational services under the direction of the
AIIG's Board of Directors pursuant to an agreement. The agreement may be
terminated by either party on July 1 of each year within a period not exceeding
ninety days and no less than 60 days prior written notice.
Operating and management expenses include compensation paid to members of the
board of directors and various committees of the board totaling $114,200 in
1998, $140,025 in 1997 and $140,300 in 1996.
NOTE E--FEDERAL INCOME TAXES
AIIG and AIIC file a consolidated federal income tax return. Deferred federal
income taxes arise from temporary differences between the valuation of assets
and liabilities as determined for financial reporting purposes and income tax
purposes. Such temporary differences relate principally to unrealized gains and
losses on investments, discounting of loss reserves, recognition of unearned
premiums and deferred policy acquisition costs. Although realization is not
assured, management believes it is more likely than not that the net deferred
tax asset recorded at each balance sheet date is fully realizable. The amount
of the deferred tax asset considered realizable could be reduced in the near
term if estimates of future taxable income are reduced. Significant permanent
differences between book and taxable income include nontaxable municipal bond
income, the dividends received deduction, and recovery of capital losses in
excess of gains relating to a prior year.
The components of the provision for income tax are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------------- --------------- -----------------
Federal income tax
<S> <C> <C> <C>
Current tax $232,106 $253,747 $1,434,172
Deferred tax (benefit) 267,793 8,657 (495,780)
--------------- --------------- -----------------
Total federal income tax 499,899 262,404 938,392
State income tax (benefit) (18,914) 7,604
--------------- --------------- -----------------
Provision for income tax $480,985 $262,404 $ 945,996
=============== =============== =================
</TABLE>
31
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE E--FEDERAL INCOME TAXES--(Continued)
A reconciliation of income tax at the federal statutory rate to the Company's
provision for income tax is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- --------- ----------
<S> <C> <C> <C>
Income tax at federal statutory rate $ 714,534 $ 541,816 $1,031,143
Effect of tax exempt investment income (232,523) (164,154) (71,449)
State income taxes (18,914) 7,604
Other 17,888 (115,258) (21,302)
--------- --------- ----------
Totals $ 480,985 $ 262,404 $ 945,996
========= ========= ==========
</TABLE>
The composition of the net deferred tax asset at December 31, 1998 is as
follows:
<TABLE>
<CAPTION>
Deferred Deferred
Tax Tax
Assets Liabilities Net
----------------- ------------ ----------
<S> <C> <C> <C>
Loss reserve discount $1,334,649 $ - $1,334,649
Unearned premiums 232,264 232,264
Deferred policy acquisition costs (330,977) (330,977)
Unrealized gain on investments (596,027) (596,027)
Capital loss carryforward 12,757 12,757
---------- ---------- ----------
Total $1,579,670 $(927,004) $ 652,666
========== ========== ==========
</TABLE>
32
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE E--FEDERAL INCOME TAXES--(Continued)
The composition of the net deferred tax asset at December 31, 1997 is as
follows:
<TABLE>
<CAPTION>
Deferred Deferred
Tax Tax
Assets Liabilities Net
---------- --------------- ------------
<S> <C> <C> <C>
Loss reserve discount $1,491,367 $ - $1,491,367
Unearned premiums 191,020 191,020
Deferred policy acquisition costs (272,203) (272,203)
Unrealized gain on investments (523,885) (523,885)
Capital loss carryforward 106,300 106,300
---------- --------- ----------
Total $1,788,687 $(796,088) $ 992,599
========== ========= ==========
</TABLE>
NOTE F--INSURANCE REGULATORY MATTERS
AIIC, domiciled in the State of Illinois, prepares statutory financial
statements in accordance with accounting practices prescribed or permitted by
the Insurance Department of the State of Illinois. Prescribed statutory
accounting practices include a variety of publications of the National
Association of Insurance Commissioners (NAIC), as well as state laws,
regulations and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed.
The NAIC has recently adopted a codified set of statutory accounting practices
(the Codification). The Codification is expected to be effective in 2001 and, if
adopted by the Department will likely change, to some extent, prescribed
statutory accounting practices and may result in changes to the accounting
practices AIIC uses to prepare its statutory financial statements. The impact
that this codification may have on the financial statements of AIIC has not been
determined at this time.
Significant differences between statutory accounting practices and generally
accepted accounting principles as they apply to AIIC are as follows:
. Under statutory accounting practices, investments in bonds are valued at
amortized cost. Under GAAP, investments in bonds may be valued at market
value, rather than at amortized cost.
33
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE F--INSURANCE REGULATORY MATTERS--(Continued)
. Under statutory accounting practices, policy acquisition costs are
expensed as incurred rather than deferred and amortized over the
underlying policy terms to which they relate as required under GAAP.
. Under statutory accounting practices, no provision is made for deferred
income taxes. Under GAAP, deferred income taxes are recorded to reflect
temporary differences in the values of assets and liabilities for tax
versus financial reporting purposes.
. Under statutory accounting practices, loss reserves and unearned
premiums are presented net of related reinsurance rather than on a gross
basis as required under GAAP.
. Certain assets such as prepaid expenses and deferred organizational
costs are not admitted for statutory purposes.
Statutory capital and surplus (stockholder's equity determined on a statutory
basis) as reflected in AIIC's Annual Statement filed with the Insurance
Department of the State of Illinois was $18,223,867 and $17,400,602 at December
31, 1998 and 1997, respectively. Statutory net income was $1,843,388, $1,248,255
and $1,711,224 in 1998, 1997 and 1996, respectively.
The State of Illinois imposes a restriction on the amount of dividends that can
be paid without prior regulatory approval. The maximum amount of dividends that
may be paid without such approval is limited to the greater of 10% of statutory
surplus or 100% of statutory basis net income for the preceding fiscal year. The
amount of dividends that could be paid by AIIC in 1999 without prior regulatory
approval is $1,843,388. Accordingly, $19,005,196 of AIIC's separately determined
GAAP basis stockholder's equity of $20,848,584 is unavailable for distribution
to AIIG in 1999 without prior regulatory approval.
NOTE G--PROPOSED REDOMESTICATION AND RESTRUCTURING
AIIG and AIG Ltd., have entered into an Exchange Agreement, pursuant to which
AIIG would transfer all of its assets and liabilities to AIG Ltd. in exchange
for newly issued shares of AIG Ltd. AIG Ltd., is a Bermuda limited company.
AIIG would then be liquidated and AIIG shareholders would receive on a share-
for-share basis the newly issued shares of AIG Ltd. AIIG's Board of Directors
has voted to submit the Exchange Agreement and the dissolution of AIIG to a vote
of AIIG's shareholders.
The transaction contemplates the restructuring of AIIG's business, including the
redomestication of the insurance operations of AIIC to AIG Ltd.
34
<PAGE>
AMERINST INSURANCE GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE G--PROPOSED REDOMESTICATION AND RESTRUCTURING--(Continued)
The transactions contemplated in the Exchange Agreement, the redomestication and
the restructuring will be consummated only if certain conditions are satisfied,
including certain regulatory approvals, the agreement of certain other third
parties, and the approval of specified matters by the holders of at least a
majority of the outstanding AIIG common stock.
On September 2, 1998 a registration statement was filed with the Securities and
Exchange Commission by AIG Ltd. The registration statement relates to the
registration of the shares to be issued by AIG Ltd. in the proposed transaction
and the solicitation of proxies from the Company's stockholders to approve the
transaction. The registration statement has been amended but is not yet
effective. It is currently expected that AIIG's shareholders will vote on the
transactions contemplated in the Exchange Agreement on May 10, 1999.
35
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
ON FINANCIAL STATEMENT SCHEDULES
--------------------------------
The Board of Directors
AmerInst Insurance Group, Inc.
Our report on the 1998 consolidated financial statements of AmerInst Insurance
Group, Inc. is included on page 16 of this Form 10-K. In connection with our
audit of such financial statements, we also audited the related financial
statement schedules listed in the index on page 11 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set forth
therein.
JOHNSON LAMBERT & CO.
Burlington, Vermont
February 22, 1999
36
<PAGE>
AMERINST INSURANCE GROUP, INC. (PARENT)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT--SCHEDULE II
Condensed Balance Sheets as of December 31, 1997 and 1998
<TABLE>
<CAPTION>
December 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Investment in subsidiary $19,701,103 $18,940,597
Fixed maturity investments 835,291 1,081,859
Cash 1,427 3,162
Accrued investment income 13,014 20,514
Prepaid expenses and other assets 198,474 67,507
Income tax recoverable 91,136 79,893
----------- -----------
TOTAL ASSETS $20,840,445 $20,193,532
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Due to subsidiary $ 247 $ 47,895
Deferred federal income tax 11,270 8,552
Accrued expenses and other liabilities 22,036 19,077
----------- -----------
TOTAL LIABILITIES 33,553 75,524
----------- -----------
STOCKHOLDERS' EQUITY
Common stock 3,323 3,334
Additional paid-in capital 7,144,818 7,172,508
Retained earnings 13,636,875 12,925,566
Accumulated other comprehensive income, net of tax 21,876 16,600
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 20,806,892 20,118,008
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $20,840,445 $20,193,532
=========== ===========
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
AMERINST INSURANCE GROUP, INC. (PARENT)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT-SCHEDULE II
Condensed Statements of Income for the Years Ended December 31, 1996 through 1998
December 31,
1998 1997 1996
----------------- ----------------- -----------------
REVENUE
<S> <C> <C> <C>
Net investment income $ 55,009 $ 56,039 $ 56,816
----------------- ----------------- -----------------
EXPENSES
Operating and management expenses 280,565 242,064 323,970
----------------- ----------------- -----------------
Income (Loss) Before Income Taxes and
Undistributed Earnings of Subsidiary (225,556) (186,025) (267,154)
Income Tax (Benefit) (91,137) (88,048) (98,355)
----------------- ----------------- -----------------
Income (Loss) before undistributed income of
Subsidiary (134,419) (97,977) (168,799)
Undistributed Net Income of Subsidiaries 1,736,091 1,429,148 2,255,577
----------------- ----------------- -----------------
NET INCOME 1,601,672 1,331,171 2,086,778
----------------- ----------------- -----------------
OTHER COMPREHENSIVE INCOME,
NET OF TAX
Net unrealized holding gains (losses) arising during
the period 6,926 2,237 (3,865)
Less: reclassification adjustment for gains and losses
included in net income (1,650)
----------------- ----------------- -----------------
OTHER COMPREHENSIVE INCOME,
NET OF TAX 5,276 2,237 (3,865)
----------------- ----------------- -----------------
COMPREHENSIVE INCOME $1,606,948 $1,333,408 $2,082,913
================= ================= =================
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
AMERINST INSURANCE GROUP, INC. (PARENT)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT-SCHEDULE II
Condensed Statements of Cash Flows for the Years Ended December 31, 1996 through 1998
1998 1997 1996
---------------- ---------------- ----------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net Cash Provided by Operations $ 664,129 $ 893,490 $ 829,642
---------------- ---------------- ----------------
INVESTING ACTIVITIES
Purchases of fixed-maturity investments - - (190,000)
Sale and maturities of fixed maturity investments 252,500 250,000
---------------- ---------------- ----------------
Net Cash Provided by Investing Activities 252,500 - 60,000
---------------- ---------------- ----------------
FINANCING ACTIVITIES
Dividends paid (865,587) (867,735) (869,661)
Purchases of treasury stock (52,777) (28,932) (34,642)
---------------- ---------------- ----------------
Net Cash Used in Financing Activities (918,364) (896,667) (904,303)
---------------- ---------------- ----------------
DECREASE IN CASH (1,735) (3,177) (14,661)
CASH AT BEGINNING OF YEAR 3,162 6,339 21,000
---------------- ---------------- ----------------
CASH AT END OF YEAR $ 1,427 $ 3,162 $ 6,339
================ ================ ================
</TABLE>
39
<PAGE>
AMERINST INSURANCE GROUP, INC. (PARENT)
REINSURANCE--SCHEDULE IV
<TABLE>
<CAPTION>
Year Ended Column A Column B Column C Column D Column E Column F
- ---------- -------- -------- -------- -------- -------- --------
% Assumed
Gross Ceded to Assumed Net To Net
Line of Premium Other Premiums Premiums Premiums
Business Written Companies Written Written Written
-------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
12/31/98 Professional
Liability - 131,250 7,521,837 7,653,087 98.3%
12/31/97 Professional
Liability - 720,298 5,797,076 6,517,374 88.9%
12/31/96 Professional
Liability - 693,976 4,740,977 5,434,953 87.2%
</TABLE>
Note: For description on the insurance program and further detail on ceded
premium adjustments and assumed premiums written and earned--see Note B of the
audited financial statements.
40
<PAGE>
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 30, 1999 AMERINST INSURANCE GROUP, INC.
__________________
By NORMAN BATCHELDER
-----------------
Norman C. Batchelder, President
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 as of the dates indicated.
Signature Title Date
--------- ----- ----
NORMAN C. BATCHELDER President and Director March 30, 1999
-------------------- (Principal Executive Officer) ______________
Norman C. Batchelder
BRUCE W. BREITWEISER Vice President and Director March 30, 1999
-------------------- ______________
Bruce W. Breitweiser
RONALD S. KATCH Treasurer and Director March 30, 1999
--------------- (Principal Financial and ______________
Ronald S. Katch Accounting Officer)
JEROME A. HARRIS Secretary and Assistant Treasurer,
---------------- and Director March 30, 1999
Jerome A. Harris ______________
DAVID N. THOMPSON Director March 30, 1999
----------------- ______________
David N. Thompson
IRVIN F. DIAMOND Director March 30, 1999
---------------- ______________
Irvin F. Diamond
JEFFRY I. GILLMAN Director March 30, 1999
-------------- ______________
Jeffry I. Gillman
41
<PAGE>
INDEX TO EXHIBITS
YEAR ENDED DECEMBER 31, 1998
Exhibit
Number Description
- ------ -----------
3(i) Certificate of Incorporation of the Company (1)
3(ii) Bylaws of the Company (1)
4.1 Article Fourth of Certificate of Incorporation -- included in Exhibit
3(i) above
4.2 Statement of Stock Ownership Policy, as Amended (9)
10.1 Reinsurance Treaty between AIIC and Virginia Surety Company, Inc. (2)
10.2 Agreement between Country Club Bank and AIIC (2)
10.3 Agreement between Country Club Bank and AIIG (2)
10.4 Reinsurance Treaty between AIIC and CNA Insurance Companies (3), 1994
placement slip (4) 1995 placement slip (5) 1996 placement slip (6)
1997 placement slip (8) and 1998 placement slip (10)
10.5 Revised Management Agreement between Vermont Insurance Management,
Inc. and AIIC dated May 1, 1997 (7) Addenda to Management Agreement
dated July 1, 1997 (8) and Addenda to Management Agreement dated July
1, 1998 (10)
10.6 Escrow Agreement among AIIC, United States Fire Insurance Company
and Harris Trust and Savings Bank dated March 7, 1995 (5)
10.7 Security Trust Agreement among AIIC, Harris Trust and Savings Bank
and Virginia Surety Company, Inc. dated March 9, 1995 (5)
10.8 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 (10)
10.9 Exchange Agreement between the Company and AIG Ltd., dated as of
January 20, 1999.
21 Subsidiaries of the Registrant (1)
27 Financial Data Schedules (filed herewith)
- ----------------------------
(1) Filed with the Company's Registration Statement on Forms S-1, Registration
No. 33-17421 and incorporated herein by reference.
(2) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference.
(3) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by reference.
(4) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
(5) Filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 and incorporated herein by reference.
(6) Filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 and incorporated herein by reference.
(7) Filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 and incorporated herein by reference.
42
<PAGE>
AMERINST INSURANCE GROUP, INC.
INDEX TO EXHIBITS--Continued
(8) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997 and incorporated herein by reference.
(9) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference.
(10) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 and incorporated herein by reference.
43
<PAGE>
Exhibit 10.9
EXCHANGE AGREEMENT
This Exchange Agreement dated as of January 20, 1999, is entered into by
and between AmerInst Insurance Group, Inc., a Delaware corporation ("AIIG"), and
AmerInst Insurance Group, Ltd., a Bermuda company ("AIIG Limited"). As used
herein, "Constituent Corporations" shall mean AIIG and AIIG Limited.
RECITALS
A. The parties hereto desire to effect an exchange, as a result of which
AIIG will receive 332,331 common shares, par value $1.00, of AIIG Limited ("AIIG
Limited Stock"), and AIIG Limited will receive all of the assets, and assume all
of the liabilities, of AIIG.
B. The respective Boards of Directors of AIIG and AIIG Limited deem it
advisable and in the best interests to the shareholders of such corporations to
enter into this Agreement and have approved this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein set forth
and subject to the terms and conditions hereof, the parties agree as follows:
1. The Exchange; Effect of the Exchange. At the Effective Time of the
Exchange (as hereinafter defined), the assets and liabilities of AIIG (including
12,000 shares of AIIG Limited Stock, which will be canceled) shall be exchanged
for 332,331 shares of AIIG Limited Stock (the "Exchange"), and thereafter (i)
AIIG Limited shall remain a wholly-owned subsidiary of AIIG and (ii) AIIG
Limited shall own all of the assets and be obligated with respect to all of the
liabilities of AIIG.
2. Effective Time of the Exchange. The Exchange shall become effective at
such time as the parties shall agree, reasonably promptly after this Agreement
shall have been adopted by the stockholders of AIIG in accordance with the
requirements of the laws of the State of Delaware. The time when the Exchange
shall become effective is herein called the "Effective Time of the Exchange."
3. Meetings of the Shareholders.
(a) AIIG Limited shall call a special meeting of its shareholders (the
"Special Bermuda Meeting") prior to the Effective Time of the Exchange to be
held in accordance with the laws of Bermuda to consider and vote upon the
Exchange. The parties hereto acknowledge and agree that AIIG Limited's
shareholders may approve the Exchange by unanimous written consent in lieu
of holding and voting at the Special Bermuda Meeting.
(b) AIIG shall call a special meeting of its shareholders (the "Special
Delaware Meeting") prior to the Effective Time of the Exchange to be held in
accordance with the laws of the State of Delaware to consider and vote upon
the Exchange.
4. Representations and Warranties of AIIG Limited.
AIIG Limited represents and warrants to AIIG as follows:
(a) Organization; Good Standing.
AIIG Limited is a company duly organized, validly existing and in good
standing under the laws of Bermuda, with all requisite corporate power and
authority to enter into this Agreement and perform its obligations
hereunder.
(b) Capitalization.
The authorized capital of AIIG Limited consists of US $500,000, divided
into 500,000 shares of AIIG Limited Stock, par value US $1.00. As of the
date hereof, there are 12,000 shares of AIIG Limited Stock outstanding, all
of which are held by AIIG.
1
<PAGE>
(c) Authority.
AIIG Limited has taken, or will have taken prior to the Effective Time of
the Exchange, all necessary action to approve this Agreement and the
performance of its obligations hereunder. The issuance and delivery by AIIG
Limited of shares of AIIG Limited Stock in connection with the Exchange have
been duly and validly authorized by all necessary action on the part of AIIG
Limited, except for the approval of its shareholders referred to in Section
3(a). The shares of AIIG Limited Stock to be issued in connection with the
Exchange, when issued in accordance with the terms of this Agreement, will
be validly issued, fully paid and nonassessable.
(d) Compliance with Other Instruments.
Subject to the shareholders' approval referred to in Section 3(a) hereof,
neither the execution or the delivery of this Agreement nor the consummation
of the transactions contemplated hereby will conflict with, or result in any
violation of, or constitute a default under, the provisions of the
Memorandum of Association or Bye-laws of AIIG Limited or any material
agreement, mortgage or indenture by which AIIG Limited is bound.
(e) Binding Agreement.
Subject to the shareholder's approval referred to in Section 3(a) hereof,
this Agreement constitutes a valid and legally binding agreement of AIIG
Limited, enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency and similar
laws affecting creditors rights generally and by general principles of
equity.
5. Representations and Warranties of AIIG.
AIIG represents and warrants to AIIG Limited as follows:
(a) Organization; Good Standing.
AIIG is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, with all requisite
corporate power to enter into and perform its obligations hereunder.
(b) Authority.
AIIG has taken, or will have taken prior to the Effective Time of the
Exchange, all necessary corporate action to approve this Agreement and the
performance of its obligations hereunder.
(c) Title.
AIIG has good title to all of the assets to be transferred to AIIG
Limited pursuant to Section 1 hereof.
(d) Compliance with Other Instruments.
Subject to the shareholders' approval referred to in Section 3(b) hereof,
neither the execution or the delivery of this Agreement nor the consummation
of the transactions contemplated hereby will conflict with, or result in any
violation of, or constitute a default under, the provisions of the Articles
of Incorporation or Bylaws of AIIG or any material agreement, mortgage or
indenture by which AIIG is bound.
(e) Binding Agreement.
This Agreement constitutes a valid and legally binding agreement of AIIG,
enforceable in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency and similar laws affecting
creditors rights generally and by general principles of equity.
2
<PAGE>
6. Covenants.
(a) Carry On In Regular Course.
During the period from the date of this Agreement to the Effective Time
of the Exchange, AIIG and its subsidiaries shall use all reasonable efforts
to conduct their business in the ordinary course, repair and maintain all
their tangible property and assets in accordance with generally accepted
repair and maintenance standards, continue in force their existing insurance
and shall not enter into any transaction which if effected before the date
of this Agreement would constitute a breach of the representations,
warranties or agreements contained herein. AIIG and AIIG Limited and their
respective subsidiaries will not after the date hereof, except with the
prior written consent of the other party, in the case of AIIG, amend its
Articles of Incorporation or Bylaws and in the case of AIIG Limited, amend
its Memorandum of Association or Bylaws, or make any change in authorized
capital stock.
(b) Registration Statement.
AIIG and AIIG Limited shall jointly prepare and file with the SEC as
soon as practicable a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the AIIG Limited Stock issuable in the Exchange, which Registration
Statement shall also serve as the proxy statement with respect to the
meeting of the shareholders of AIIG to approve the Exchange, and any other
matters which may be described therein (the "Proxy Statement/Prospectus").
AIIG and AIIG Limited shall use all reasonable efforts to have the Proxy
Statement/Prospectus declared effective by the SEC as promptly as
practicable. AIIG and AIIG Limited shall use their best efforts to obtain,
prior to the effective date of the Proxy Statement/Prospectus, all necessary
state securities law or "Blue Sky" permits or approvals required to carry
out the transactions contemplated by this Agreement and will pay all
expenses incident thereto. The Proxy Statement/Prospectus, when declared
effective by the SEC, will not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(c) Further Action.
Each party hereto shall, subject to the fulfillment at or before the
Effective Time of the Exchange of each of the conditions of performance set
forth herein or the waiver thereof, perform such further acts and execute
such documents as may be reasonably required to effectuate the Exchange.
7. Conditions Precedent to the Obligations of AIIG Limited.
All obligations of AIIG Limited to consummate the transactions contemplated
by this Agreement are subject to the fulfillment at or prior to the Effective
Time of the Exchange, of each of the following conditions:
(a) The representations and warranties of AIIG contained herein shall be
true in all material respects on and as of the date of the Effective Time of
the Exchange with the same force and effect as though made on and as of such
date, except as affected by transactions contemplated hereby, and AIIG shall
have performed or complied in all material respects with its agreements and
covenants required by this Agreement to be performed by it at or prior to
the Closing Date (as hereinafter defined).
(b) This Agreement shall have been approved and adopted by the
shareholders of AIIG in accordance with the laws of the State of Delaware.
(c) No suit, action or other proceeding shall be pending or threatened
before any court or governmental agency in which it is sought to restrain or
prohibit or to obtain damages or other relief in connection with this
Agreement or which might materially and adversely affect the value of the
assets and business of AIIG.
3
<PAGE>
(d) No material adverse change in the business or financial position or
value of assets of AIIG shall have occurred.
(e) At the Closing, AIIG shall have delivered to AIIG Limited an
opinion, dated as of the Closing Date, of Altheimer & Gray, in the form to
be agreed.
(f) The Registration Statement contemplated by Section 6(b) shall have
become effective and no stop order thereto shall be in effect.
(g) AIIG and AIIG Limited shall have received the authorization for the
Exchange and for certain transactions incident thereto of each of the
governmental entities set forth on Schedule 7(g).
8. Conditions Precedent to the Obligations of AIIG.
All obligations of AIIG to consummate the transactions contemplated by this
Agreement are subject to the fulfillment at or prior to the Effective Time of
the Exchange, of each of the following conditions:
(a) The representations and warranties of AIIG Limited contained herein
shall be true in all material respects on and as of the date of the
Effective Time of Exchange with the same force and effect as though made on
and as of such date, except as affected by transactions contemplated hereby,
and AIIG Limited shall have performed or complied in all material respects
with its agreements and covenants required by this Agreement to be performed
by it at or prior to the Closing Date.
(b) This Agreement shall have been approved and adopted by the
shareholders of AIIG in accordance with the laws of the State of Delaware.
(c) No suit, action or other proceeding shall be pending or threatened
before any court or governmental agency in which it is sought to restrain or
prohibit or to obtain damages or other relief in connection with this
Agreement or which might materially and adversely affect the value of the
assets and business of AIIG Limited.
(d) No material adverse change in the business or financial position or
value of assets of AIIG Limited shall have occurred.
(e) At the Closing, AIIG Limited shall have delivered to AIIG an opinion
of Conyers, Dill & Pearman, dated as of the Closing Date, in the form to be
agreed.
(f) The Registration Statement contemplated by Section 7(b) shall have
become effective and no stop order thereto shall be in effect.
(g) AIIG and AIIG Limited shall have received the authorization for the
Exchange and for certain transactions incident thereto of each of the
governmental entities set forth on Schedule 7(g).
9. Termination.
(a) This Agreement may be terminated and the Exchange may be abandoned
at any time prior to the Effective Time of the Exchange, before or after the
approval of this Agreement by the shareholders of AIIG or AIIG Limited, by
the mutual consent of AIIG and AIIG Limited.
(b) This Agreement may be terminated and the Exchange may be abandoned
by action of the Board of Directors of either AIIG or AIIG Limited at any
time prior to the Effective Time of the Exchange, before or after the
approval of this Agreement by shareholders of AIIG or AIIG Limited, if: (i)
the Exchange shall not have become effective by December 31, 1999, or (ii)
any statute, rule or regulation shall have been enacted or promulgated by
any government or governmental agency which makes consummation of the
Exchange illegal or impractical.
(c) In the event of termination of this Agreement and abandonment of the
Exchange pursuant to this Section, no party hereto (or any of its directors
or officers) shall have any liability or further
4
<PAGE>
obligation to any other party to this Agreement, except that nothing herein
will relieve any party from liability for any breach of this Agreement.
10. Closing.
Simultaneously with the Effective Time of the Exchange, the closing of the
Exchange (the "Closing") shall take place at the offices of Altheimer & Gray, 10
South Wacker Drive, Suite 4000, Chicago, Illinois 60606, or at such other time
and date as the parties may mutually agree. The date of the Closing is referred
to herein as the "Closing Date."
11. Waivers and Notices.
Any failure by any party to this Agreement to comply with any of its
obligations, agreements or covenants hereunder may be waived by AIIG Limited in
the case of a default by AIIG and by AIIG in the case of a default by AIIG
Limited. All waivers under this Agreement and all notices, consents, demands,
requests, approvals and other communications which are required or may be given
hereunder shall be in writing and shall be deemed to have been duly given when
received by AIIG at P.O. Box 1330, Montpelier, Vermont 05601 and AIIG Limited at
Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11.
12. Miscellaneous.
This Agreement may not be amended or terminated except by a writing signed
by a duly authorized officer of the party against whom such amendment or
termination is asserted. This Agreement, together with the other writings
delivered in connection herewith, embody the entire agreement and understanding
of the parties hereto and supersede any prior agreement and understanding
between the parties. The section headings contained in this Agreement are for
convenience only and shall not affect the construction of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Amerinst Insurance Group, Inc.
--------------------------------------
By:
Its:
Amerinst Insurance Group, Ltd.
--------------------------------------
By:
Its:
5
<PAGE>
SCHEDULE 7(g)
Illinois Department of Insurance
Minister of Finance in Bermuda
Controller of Foreign Exchange in Bermuda
6
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<DEBT-HELD-FOR-SALE> 34,577,261
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 7,971,397
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 42,548,658
<CASH> 1,450,795
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 973,461
<TOTAL-ASSETS> 49,774,157
<POLICY-LOSSES> 21,718,087
<UNEARNED-PREMIUMS> 3,415,651
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 3,323
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