American Overseas Group LimitedOTC: AOREF

Results of Operations for the Three Months Ended September 30, 2025 - American Overseas Group Limited Announces Net Income Of $2.8 Million For the Three Months Ended September 30, 2025

· Issued by American Overseas Group Limited via GlobeNewswire

HAMILTON, Bermuda, Dec. 22, 2025 (GLOBE NEWSWIRE) -- American Overseas Group Limited BSX: AORE.BH) (Pink Sheets: AOREF.PK) (“AOG” or the “Company”) today reported consolidated net income available to common shareholders of $2.8 million, or $60.56 per diluted share, for the three months ended September 30, 2025. This compares to consolidated net income available to common shareholders of $3.4 million, or $73.42 per diluted share, for the three months ended September 30, 2024. Book value per weighted share at September 30, 2025 was $1,209.44, an increase from the book value per weighted share of $969.27 at September 30, 2024.

For the three months ended September 30, 2025, net earned property and casualty premiums decreased $1.5 million from $13.7 million a year ago to $12.2 million.

Quarter to Date fee income increased $0.2 million from $5.0 million to $5.2 million and gross written premiums increased $12.8 million, moving from $232.6 million to $245.4 million. Quarter to Date Loss and loss adjustment expenses as a percentage of earned premium decreased from 57.4% to 56.4%.

For the three months ended September 30, 2025, operating expenses increased $0.6 million from $2.5 million to $3.1 million due to a $0.6 million return of funding collateral in the prior year quarter.

As part of its ongoing capital management efforts, the Company will continue to redirect excess capital within the group to debt reduction. In the 3rd quarter of 2025 the Company reduced the outstanding principal balances in its 12% and 9% Senior Secured Notes by $3.0 million and $0.7 million respectively for a total debt reduction of $3.7 million, reducing total outstanding debt from $20.8 million to $17.1 million as of September 30, 2025. Additionally, The Company reduced the outstanding principal balance of its 12% Senior Secured Notes by $1.3 million in 4th quarter of 2025, reducing total outstanding debt to a balance of $15.8 million. The Company expects to take additional steps towards leverage reduction unless other compelling opportunities arise.

Forward-Looking Statements

This release contains statements that may be considered "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, the Company's expectations respecting the volatility of its insured portfolio, losses, loss reserves and loss development, the adequacy and availability of its liquidity and capital resources, its current run off strategy, its strategy for writing other reinsurance businesses and its expense reduction measures. These statements are based on current expectations and the current views of the economic and operating environment and are not guarantees of future performance. A number of risks and uncertainties, including economic competitive conditions, could cause actual results to differ materially from those projected in forward-looking statements. The Company's actual results could differ materially from those expressed or implied in the forward-looking statements.

Information About the Company

American Overseas Group Limited is an insurance holding company incorporated in Bermuda and a tax resident of the United Kingdom. Its operating subsidiaries provide specialty property/casualty insurance, reinsurance and insurance management services in the United States. More information can be found at www.aoreltd.com.

American Overseas Group Limited

info@aoreltd.com

American Overseas Group Limited

Consolidated Balance Sheets

(unaudited)

As at September 30, 2025 and December 31, 2024

(dollars in thousands)

September 30, 2025

December 31, 2024

Assets

Investments:

Fixed-maturity securities held as available for sale, at fair value

$

154,810

$

143,633

Equity investments held as available for sale, at fair value

1,036

-

Cash and cash equivalents

47,865

46,600

Restricted cash

3,406

4,861

Accrued investment income

1,223

1,029

Premiums receivable

221,841

211,771

Deferred insurance premiums

309,526

267,765

Reinsurance balances receivable, net

446,578

413,541

Deferred policy acquisition costs

10,161

10,215

Intangible assets

4,800

4,800

Goodwill

33,050

33,050

Other assets

7,599

3,972

Total Assets

$

1,241,895

$

1,141,237

Liabilities and Equity

Liabilities:

Loss and loss expense reserve

$

432,543

$

421,018

Deferred commission income

7,140

7,154

Unearned premiums

321,574

281,176

Ceded premium payable

240,930

209,033

Payable to general agents

425

276

Funds withheld

135,275

126,839

Accounts payable and accrued liabilities

25,956

26,256

Notes payable

17,083

20,771

Non-owned interest in VIE

300

300

Interest payable

531

578

Deferred tax liability

3,320

1,956

Total Liabilities

1,185,077

1,095,357

Shareholders' Equity:

Common shares

4,698

4,698

Additional paid-in capital

189,179

189,179

Accumulated other comprehensive income (loss)

(2,234

)

(3,561

)

Retained deficit

(134,825

)

(144,436

)

Total Shareholders' Equity

56,818

45,880

Total Liabilities and Equity

$

1,241,895

$

1,141,237

See Notes to September 30, 2025 Consolidated Financial Statements available on American Overseas Group Ltd. Website at www.aoreltd.com

American Overseas Group Limited

Consolidated Statements of Operations

(unaudited)

(dollars in thousands, except share and per share amounts)

Three months ended
September 30,

Nine months ended
September 30,

2025

2024

2025

2024

Revenues

Net premiums earned

$

12,214

$

13,716

$

38,350

$

37,266

Fee income

5,202

5,023

17,005

16,093

Net investment income

543

421

1,505

918

Net realized gains on investments

(1

)

42

(7

)

47

Other income

66

22

117

59

Total revenues

18,024

19,224

56,970

54,383

Expenses

Losses and loss adjustment expenses

6,889

7,877

21,396

22,207

Acquisition expenses

3,887

4,030

12,012

11,182

Operating expenses

3,062

2,462

9,477

8,680

Interest expense

532

578

1,688

1,734

Total expenses

14,370

14,947

44,573

43,803

Pre-tax net profit (loss)

$

3,654

$

4,277

$

12,397

$

10,580

Income tax (expense)

(809

)

(828

)

(2,786

)

(2,293

)

Net profit (loss) available to common shareholders

2,845

3,449

9,611

8,287

Net profit (loss) per common share:

Basic

$

60.56

$

73.42

$

204.58

$

176.39

Diluted

60.56

73.42

204.58

176.39

Weighted-average number of common shares outstanding:

Basic

46,979

46,979

46,979

46,979

Diluted

46,979

46,979

46,979

46,979

See Notes to September 30, 2025 Consolidated Financial Statements available on American Overseas Group Ltd. Website at www.aoreltd.com

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