EX1A-6 MAT CTRCT

EX1A-6 MAT CTRCT 14 d340984dex1a6matctrct7.htm EX1A-6 MAT CTRCT EX1A-6 MAT CTRCT

Exhibit 16.7

LOGO

PRO FORMA VALUATION APPRAISAL UPDATE

AMALGAMATED CASUALTY INSURANCE COMPANY

AS OF OCTOBER 15, 2021

4 Tower Bridge • 200 Barr Harbor Drive • Suite 300 • West Conshohocken • PA 19428-2979

phone (610) 832-1212 • toll free (800) 883-1212 • fax (610) 832-5301

www.boenninginc.com • Member FINRA/ SIPC

October 15, 2021

Board of Trustees

Amalgamated Casualty Insurance Company

8401 Connecticut Avenue, Suite #105

Chevy Chase, MD 20815

Members of the Board:

At your request, Boenning & Scattergood Inc. (“Boenning”) completed and hereby provides an updated independent appraisal (the “October Appraisal Update”) as of October 15, 2021, of the estimated consolidated pro forma market value (“Appraised Value”) of Amalgamated Casualty Insurance Company, (“Amalgamated”, “ACIC” or the “Company”), a mutual insurance company. This October Appraisal Update is furnished pursuant to the Company’s Plan of Conversion, as of February 3, 2021 and as amended on November 9, 2021 (the “Plan”), and the transaction described below (the “Offering”).

Because the Plan provides for the conversion of Amalgamated Casualty Insurance Company, a mutual insurance company organized under the laws of District of Columbia from a mutual insurance company into a stock insurance company (the “Conversion”), the Plan must be approved by the Commissioner and a majority of votes cast by Eligible Members pursuant to Sections 31–903 and 31–904, respectively within Chapter 9 of Title 31 of the District of Columbia Official Code (the “Demutualization Act”). Accordingly, and in order to ensure that this Plan is fair to Eligible Members of ACIC, the estimated consolidated Appraised Value of the Company shall be determined by an independent valuation expert and shall represent the aggregate price of Common Stock. Per the Demutualization Act, the Appraised Value may be the value or range of values that is estimated to be necessary to attract full subscription for shares in the Offering. The Company requested Boenning to provide this October Appraisal Update to our appraisal as of December 30, 2020 (“Appraisal”) and our Appraisal Update as of September 1, 2021 (“September Update”), both of which are incorporated herein by reference.

The Plan of Conversion

On February 3, 2021, the Company adopted the Plan. As more fully discussed in Section I, the Company adopted an Amended and Restated Plan of Conversion (“Amended Plan”) on November 9, 2021 during its November board of trustees meeting. Boenning incorporated the Plan (as previously defined to include the Amended Plan) in its October Appraisal Update.

Boenning & Scattergood, Inc.

Boenning, as part of its investment banking business, regularly is engaged in the valuation of assets, securities, and companies in connection with various types of asset and security transactions, including mergers, acquisitions, private placements, public offerings and valuations for various other purposes, and in the determination of adequate consideration in such transactions. The background of Boenning is presented in Exhibit III. We believe that, except for the fee we will receive for our October Appraisal Update, we are independent of the Company and the other parties engaged by the Company to assist in the mutual-to-stock conversion and the Offering.

Valuation Methodology

In preparing the October Appraisal Update, we conducted an analysis of the Company that included discussions with the Company’s management and various forms of financial analysis. We reviewed ACIC’s GAAP and statutory financial statements as of and for the years ended December 31, 2019 and December 31, 2020 as prepared by management and audited by Johnson Lambert LLP, as well as unaudited consolidated GAAP financial statements for the as of and for the six months ending June 30, 2021. Additionally, where appropriate, we considered information based on other available published sources that we believe are reliable. However, we cannot guarantee the accuracy and completeness of such information.

In preparing the October Appraisal Update, we also reviewed and analyzed: (i) financial and operating information with respect to the business, operations, and prospects of the Company furnished to us by the Company; (ii) publicly available information concerning the Company that we believe to be relevant to our analysis; (iii) a comparison of the historical financial results and present financial condition of the Company with those of selected, publicly-traded insurance companies that we deemed relevant; and (iv) financial performance and market valuation data of certain publicly-traded insurance industry aggregates as provided by industry sources.

The October Appraisal Update is based on the Company’s representation that the information contained in the Plan and additional information furnished to us by the Company and its independent auditor are truthful, accurate, and complete. We did not independently verify any of the financial statements and other information provided by the Company and its independent auditor, nor did we independently value the assets or liabilities of the Company. The October Appraisal Update considers the Company only as a going concern on a stand-alone basis and should not be considered as an indication of the liquidation value of the Company.

We have investigated the competitive environment within which the Company operates and have assessed the Company’s strengths and weaknesses relative to guideline insurance companies. We have monitored material regulatory and legislative actions affecting financial institutions generally and, to the extent that we were aware of such matters, analyzed the potential impact of such developments on the Company and the industry as a whole. We have analyzed the potential effects of the Offering on the Company’s operating characteristics and financial performance as they relate to the updated Appraised Value of the Company. We have reviewed the economic characteristics of the industry in which the Company currently operates. We have compared the Company’s financial performance and condition with publicly traded insurance institutions evaluated and selected in accordance with the valuation guidelines noted later in this report. We have reviewed conditions in the securities markets in general and the markets for insurance companies, and insurance holding companies.

Our updated Appraised Value is predicated on a continuation of the current operating environment for ACIC, and for insurance companies and their holding companies. Changes in the local and national economy, the federal and state legislative and regulatory environments for insurance companies, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the value of insurance stocks as a whole or the Company’s value alone. To the extent that such factors can be foreseen, they have been factored into our analysis. Importantly, Boenning considered only updated information or changes occurring between the date of the September Appraisal Update and the October Appraisal Update.

Valuation Conclusion

It is our opinion that, as of October 15, 2021 (“updated Valuation Date”), the updated Appraised Value of the aggregate common shares outstanding immediately following the Offering is $20.0 million which is based on our evaluation of the Company’s operating characteristics and financial performance, our assessment of how the Company compares to guideline companies, and other factors. The updated Appraised Value represents the midpoint of a range of $17.0 million to $23.0 million (“updated Valuation Range”). The updated Valuation Range was based upon a fifteen percent decrease from the midpoint to determine the minimum and a fifteen percent increase from the midpoint to determine the maximum. Exhibits XII and XIII show the assumptions and calculations utilized in determining the updated Valuation Range. Boenning’s use of a range is requested under the Plan, normal and customary in independent appraisals, and consistent with our experience in other similar and precedent transactions. Boenning utilized the valuation standard of freely traded minority interest.

Limiting Factors and Considerations

Our October Appraisal Update is not intended, and must not be construed to be, a recommendation of any kind as to the advisability of: (i) participating in the Offering, and/or (ii) exercising or not exercising subscription rights. Moreover, because the October Appraisal Update is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, and estimates and projections may be affected by the impact of any epidemic, pandemic, hurricane or other significant weather event or natural occurrence, war (declared or otherwise), insurrection, terrorism, travel restriction, act of God or other circumstance, foreseen or unforeseen (“Force Majeure”), no assurance can be given that Persons who purchase shares of stock in the Offering will thereafter be able to sell such shares, at prices related to the foregoing updated Appraised Value or otherwise. The October Appraisal Update reflects only the updated Valuation Range as of the updated Valuation Date for the updated Appraised Value of the Company immediately upon issuance of the stock, and does not take into account any trading activity with respect to the purchase and sale of Common Stock in the secondary market on the date of issuance of such securities or at any time thereafter following the completion of the Offering, any change in conditions (including, without limitation, following the grant of subscription rights), or any Force Majeure. Any report prepared by Boenning shall not be used as an offer or solicitation with respect to the purchase or sale of any securities or the exercise of subscription rights. Boenning has made no recommendation regarding the merits of the decision

of whether to proceed with the Offering or to take any other actions in connection therewith. The results of our October Appraisal Update are but one of the many factors the Company’s Board of Trustees (“Board”) should consider in making its decision. The Company has assured Boenning that it has relied on its own counsel, accountants and other experts for legal, accounting, tax and similar professional advice.

The updated Appraised Value and updated Valuation Range reported herein may be updated at the request of the Company or discretion of Boenning as appropriate. These updates may consider, among other factors, any developments or changes in the Company’s operating performance, financial condition, or management policies, and current conditions in the securities markets for insurance company common stocks. Should any such new developments or changes be material, in our opinion, to the updated Appraised Value, occur in sufficient time for adjustments to be made given the overall timeline for the Offering, and if the Company engages Boenning to do so, appropriate adjustments (if any) will be made to the updated Valuation Range. Boenning is not otherwise obligated to provide any such adjustments and assumes no liability in connection with such adjustments, whether or not it is engaged to perform them.

Respectfully submitted,

LOGO

BOENNING & SCATTERGOOD, INC.

TABLE OF CONTENTS


Chapters	Page

I. Company Update – Overview		8
II. Financial Update – Overview		10
III. Valuation Methodologies – Update		11
IV. Market Conditions and Market Value Adjustments – Update		16
V. Valuation Update – Analysis and Conclusions		17

Exhibits

I.	Statement of General Assumptions and Limiting Conditions

II.	Certification

III.	Appraiser’s Background

IV.	ACIC Historical Balance Sheet – Statutory Basis

V.	ACIC Historical Statement of Operations – Statutory Basis

VI.	ACIC Historical Balance Sheet Common Size Analysis – Statutory Basis

VII.	ACIC Historical Statement of Operations Common Size Analysis – Statutory Basis

VIII.

ACIC Historical Balance Sheet Growth Analysis – Statutory Basis

IX.	ACIC Historical Statement of Operations Growth Analysis – Statutory Basis

X.	ACIC Historical Balance Sheet – GAAP Basis

XI.	ACIC Historical Statement of Operations – GAAP Basis

XII.	Pro Forma Assumptions for Conversion Valuation

XIII.

Pro Forma Conversion Valuation Range

XIV.	Plan of Conversion

I.	Company Update – Overview

In connection with the preparation of this October Appraisal Update, Boenning requested the Company to provide a complete update to Boenning’s information request list provided in connection with the Appraisal and the September Appraisal Update, and Boenning conducted a management interview to determine changes to the Company that could impact Boenning’s view of value. Changes noted by Boenning include those noted in Section I and Section II.

Plan of Conversion Update

As a result of discussions with the Insurance Bureau of the Department of Insurance, Securities and Banking (“DISB”), the Company adopted an Amended and Restated Plan of Conversion on November 9, 2021 during its November Board meeting. Based on a draft Amended Plan provided to Boenning, the principal changes to the company’s original plan of conversion include the following:

•

Removal of plans to redeem any unexercised subscription rights from policyholders;

•

A payment to all policyholders, in an aggregate amount that totals $7.3 million; and

•

Reduction in the number of subscription rights provided to each Eligible Member, trustee, officer and employee of ACIC from 100,000 to 25,000.

Regarding the payment to policyholders noted above, Boenning does not express any opinion regarding the appropriateness of this payment to policyholders from a financial or a legal standpoint.

Business Updates

During the process of providing this October Appraisal Update, management has made Boenning aware of the following updates:

•

ACIC enhanced its financial reporting capabilities by hiring at least two additional employees to the accounting and finance department;

•

Management indicated that there are no material updates to the Company’s operations, business plan or future outlook since the September Appraisal Update;

•

Management noted that the name for the holding company that will own the Company post-conversion changed to Forge Group Inc. from Amalgamated Specialty Group Holdings, Inc.; and

•

Management also noted that it is becoming generally aware of claims activity rising based on what the industry is noting as an increase in miles driven. Management had not received detailed reports or data, nor had it changed its reserve estimates as of the updated Valuation Date.

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II.

Financial Update – Overview

Financial Condition – Update

Presented in Exhibit X is selected data concerning the Company’s financial position as of June 30, 2021 and December 31, 2019 and December 31, 2020. Other than immaterial refinements to the June 30, 2021 statements, Exhibit X is similar to the financial data presented in the September Appraisal Update.

Financial Performance – Update

Presented in Exhibit XI is selected data concerning the Company’s financial performance for the last twelve months ended June 30, 2021 and December 31, 2019 and December 31, 2020. Other than immaterial refinements to the June 30, 2021 statements, Exhibit XI is similar to the financial data presented in the September Appraisal Update.

As noted in the September Appraisal Update, while recent performance in terms of earnings have been favorable, according to discussions with management and the updated Business Plan, losses are indicated to continue from 2021 – 2023. The return to consistent profitability will still require execution of a business strategy to transform the Company’s taxi and livery policyholder base to policies that target trade and service providers, such as electricians, plumbers, carpenters, and other service providers. While the Company is committed to continuing to serve its traditional public auto segment, it expects these newer products to be the principal growth driver moving forward. For purposes of the October Appraisal Update, the anticipated successful results and future financial performance can be deemed speculative and inconsistent with company historical performance.

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III.

Valuation Methodologies – Update

Since the original Appraisal or the September Appraisal Update, Boenning did not change the application of the established valuation methodologies that were utilized to determine the Appraised Value referred to, and qualified by references, in the original Appraisal. In this October Appraisal Update, we again primarily relied on the Guideline Company methodology.

To begin, we re-screened for the Public P&C Insurance Group as of October 15, 2021 and determined the universe of 56 insurance companies that are shown below in Table 1.

Table I


Company Name	Ticker	Total Assets ($000s)		Total Policy Reserves ($000s)		Total Equity ($000s)			Cash and Investments ($000s)		Cash and Investments Assets (%)		Debt / Total Capitalization (%)		Policy Reserves / Total Equity (x)		Total Equity / Total Assets (%)			Tangible Equity / Tangible Assets (%)
Berkshire Hathaway Inc.	BRK.A		912,493,000		169,033,000		478,800,000			489,002,000		12.6		19.4		0.4		52.5			45.7
American International Group	AIG		598,250,000		316,867,000		66,908,000			362,541,000		5.3		32.0		4.7		11.2			10.0
The Travelers Companies Inc.	TRV		119,759,000		76,151,000		29,156,000			87,234,000		6.1		20.0		2.6		24.3			20.9
The Allstate Corp.	ALL		132,643,000		52,490,000		28,192,000			63,226,000		6.0		22.1		1.9		21.3			16.5
Loews Corp.	L		81,608,000		42,357,000		19,398,000			54,952,000		11.2		32.0		2.2		23.8			21.5
The Progressive Corp.	PGR		69,824,300		39,451,500		18,675,600			51,057,400		7.0		20.8		2.1		26.7			25.2
The Hartford Finl Svcs Grp	HIG		74,732,000		47,165,000		18,244,000			57,095,000		6.6		21.3		2.6		24.4			20.5
Markel Corp.	MKL		45,641,513		23,236,964		13,998,049			27,260,254		9.4		23.4		1.7		30.7			21.9
CNA Financial Corp.	CNA		66,207,000		42,357,000		12,668,000			50,727,000		4.2		18.0		3.3		19.1			18.9
Cincinnati Financial Corp.	CINF		29,677,000		13,416,000		11,858,000			24,064,000		3.0		7.1		1.1		40.0			39.9
Alleghany Corp.	Y		30,491,661		16,833,554		9,142,031			21,777,526		8.4		21.8		1.8		30.0			25.6
American National Group Inc.	ANAT		30,378,708		21,182,582		6,769,038			26,245,312		0.5		2.3		3.1		22.3			22.2
W. R. Berkley Corp.	WRB		30,297,917		19,025,471		6,587,954			22,017,701		11.5		34.5		2.9		21.7			21.5
Old Repub International Corp.	ORI		24,678,400		14,013,200		6,778,600			16,458,000		6.4		19.0		2.1		27.5			NA
Assurant Inc.	AIZ		45,994,800		20,888,800		5,908,400			10,640,000		4.8		27.1		3.5		12.8			5.9
American Financial Group Inc.	AFG		28,780,000		13,552,000		5,601,000			16,125,000		7.3		27.3		2.4		19.5			17.6
Kemper Corp.	KMPR		14,950,700		8,393,200		4,306,200			10,547,400		8.2		22.1		1.9		28.8			20.8
The Hanover Insurance Group	THG		13,728,100		8,932,800		3,154,000			9,062,300		5.7		19.9		2.8		23.0			21.6
Selective Insurance Group Inc.	SIGI		10,167,871		6,228,561		2,891,367			7,764,694		4.9		14.8		2.2		28.4			26.7
Mercury General Corp.	MCY		6,696,948		3,562,139		2,178,631			5,419,419		6.1		15.8		1.6		32.5			31.5
Horace Mann Educators Corp.	HMN		14,190,100		8,234,800		1,816,600			7,616,900		2.7		17.6		4.5		12.8			11.5
ProAssurance Corp.	PRA		6,358,187		4,120,484		1,424,040			5,032,646		7.0		23.9		2.9		22.4			20.8
RLI Corp.	RLI		4,280,630		2,558,504		1,241,803			3,182,981		3.9		11.9		2.1		29.0			28.3
Employers Holdings Inc.	EIG		3,836,700		2,323,300		1,203,600			2,835,900		0.5		1.5		1.9		31.4			29.3
Lemonade Inc.	LMND		1,487,300		230,700		1,101,600			1,163,900		0.0		0.0		0.2		74.1			70.5
State Auto Financial Corp.	STFC		3,094,000		1,830,000		978,300			2,859,800		3.9		11.1		1.9		31.6			NA
Safety Insurance Group Inc.	SAFT		2,107,903		1,004,066		920,299			1,603,738		2.7		5.9		1.1		43.7			44.0
United Fire Group Inc.	UFCS		3,058,153		2,042,624		839,475			2,225,764		1.6		5.6		2.4		27.5			26.5
Global Indemnity Group LLC	GBLI		1,937,317		1,006,602		709,565			1,479,874		7.6		17.3		1.4		36.6			34.8
Kinsale Capital Group Inc.	KNSL		1,806,277		1,070,786		629,636			1,503,766		2.4		6.3		1.7		34.9			36.4
Root Inc.	ROOT		1,587,700		468,300		762,000			1,109,600		13.7		22.2		0.6		48.0			40.1
Donegal Group Inc.	DGIC.A		2,246,401		1,598,608		550,157			1,349,957		1.6		6.0		2.9		24.5			23.7
Universal Insurance Holdings	UVE		2,341,535		1,132,554		480,842			1,316,098		0.3		1.5		2.4		20.5			21.0
AMERISAFE Inc.	AMSF		1,506,263		924,256		468,366			1,170,346		0.0		0.0		2.0		31.1			31.9
Trean Insurance Group	TIG		1,405,189		696,948		417,343			541,749		2.6		8.0		1.7		29.7			17.3
Heritage Insurance Hldgs Inc	HRTG		2,351,626		1,251,491		424,873			1,122,130		6.5		26.5		2.9		18.1			9.1
Tiptree Inc.	TIPT		3,211,557		1,254,220		405,049			1,133,368		12.6		50.0		3.1		12.6			2.7
Palomar Holdings Inc.	PLMR		829,656		391,704		376,745			427,810		0.0		0.0		1.0		45.4			44.8
United Insurance Holdings	UIHC		3,148,672		1,885,279		360,422			1,251,532		5.1		30.7		5.2		11.4			8.1
NI Holdings Inc.	NODK		708,425		313,932		350,939			511,400		0.3		0.7		0.9		49.5			46.6
Trupanion Inc.	TRUP		531,966		35,856		334,205			231,969		0.0		0.0		0.1		62.8			58.0
HCI Group Inc.	HCI		1,080,210		513,627		218,049			820,796		7.5		27.0		2.4		20.2			26.2
Metromile Inc.	MILE		361,101		82,296		235,516			290,556		7.7		10.6		0.3		65.2			62.5
Hallmark Financial Services	HALL		1,506,694		1,111,690		178,884			679,717		8.0		40.3		6.2		11.9			11.8
Atlantic American Corp.	AAME		404,486		205,873		142,375			295,556		9.5		21.2		1.4		35.2			32.8
First Acceptance Corp.	FACO		341,834		165,213		105,245			214,307		NA		NA		1.6		30.8			NA
Kingstone Companies Inc.	KINS		312,700		178,340		89,965			234,100		9.8		25.4		2.0		28.8			28.7
ICC Holdings	ICCH		196,110		97,259		73,492			143,130		9.4		20.1		1.3		37.5			37.5
Positive Physicians Hldgs Inc	PPHI		159,195		81,229		72,883			128,348		0.0		0.0		1.1		45.8			45.8
FedNat Holding Co.	FNHC		1,355,970		963,214		98,414			534,917		9.3		56.1		9.8		7.3			NA
The National Security Group	NSEC		153,548		86,226		44,229			122,670		8.9		23.6		1.9		28.8			28.8
Conifer Holdings Inc.	CNFR		269,735		180,955		43,884			185,285		12.8		44.0		4.1		16.3			15.3
FG Financial Group Inc.	FGF		42,692		3,207		38,990			34,607		0.0		0.0		0.1		91.3			35.8
Unico American Corp.	UNAM		132,517		95,173		34,951			99,212		0.0		0.0		2.7		26.4			26.4
Kingsway Financial Services	KFS		447,491		1,407		8,091			102,287		61.2		97.1		0.2		1.8			(85.5	)
Atlas Financial Holdings Inc.	AFHI.F		102,800		0		(22,798	)		5,211		32.9		306.2		0.0		(22.2	)		(27.6	)
Minimum			42,692		3,207		38,990			34,607		13.7		56.1		9.8		91.3			70.5
10th Percentile			318,527		110,850		91,655			217,839		11.0		32.0		4.0		49.2			45.7
25th Percentile			1,355,970		468,300		350,939			541,749		8.2		24.2		2.9		35.2			35.8
50th Percentile			3,094,000		1,830,000		920,299			1,603,738		6.1		19.6		2.0		28.8			25.6
75th Percentile			29,677,000		14,013,200		6,587,954			16,458,000		2.5		6.3		1.4		21.3			20.5
Maximum			912,493,000		316,867,000		478,800,000			489,002,000		0.0		0.0		0.1		7.3			2.7

Source:

S&P Global Market Intelligence; financial information reflects GAAP data as of most recent LTM period

In order to form a sub-group with more similar characteristics to the Company, as in the Appraisal and the September Appraisal Update, we then excluded companies that either were the target of a merger, were not current in their financial reporting, or had equity over $2 billion.

For the October Appraisal Update, Boenning has affirmed the Guideline Group of companies with more similar characteristics to Amalgamated, with the following changes since the original Appraisal:

•

Merger Targets: State Auto Financial Corp., Protective Insurance Corp., American National Group Inc., and Metromile Inc. are no longer part of the Guideline Group due to M&A activity. State Auto, American National Group, and Metromile are targets of an announced merger, and Protective was acquired by Progressive on June 1, 2021. As a result, their trading metrics are inconsistent with the standard of freely traded minority interest.

•

Equity Size: Mercury General was in the original Appraisal (and served as the largest company in the Guideline Group) but has since grown in excess of the $2 billion in Equity used as a cut off in the Appraisal. As a result, they have been excluded from this October Appraisal Update’s Guideline Group.

•

Other Changes: Hallmark has been added to the Guideline Group in the October Appraisal Update, as the company is now current in its reporting. In the original Appraisal, it was not current in its reporting. Additionally, Global Indemnity has been added to the Guideline Group. The company was not previously a US domiciled company and therefore was not included in the publicly traded universe (Table I) or the Guideline Group. The company redomesticated to the US and is now included in the Guideline Group.

After making these adjustments to the Guideline Group, our analysis yielded the 11 companies presented below:

Table II


Company Name	Ticker	Total Assets ($000s)		Total Policy Reserves ($000s)		Total Equity ($000s)		Cash and Investments ($000s)		Cash and Investments / Assets (%)		Net Premiums Written ($000s)		Debt / Total Capitalization (%)		NPW / Average Equity (%)		Policy Reserves / Total Equity (x)		Total Equity / Total Assets (%)		Tangible Equity / Tangible Assets (%)
Horace Mann Educators Corp.	HMN		14,190,100		8,234,800		1,816,600		7,616,900		53.7		1,365,712		18.5		78.9		4.5		12.8		11.6
Safety Insurance Group Inc.	SAFT		2,107,903		1,004,066		920,299		1,603,738		76.1		767,887		6.0		88.2		1.1		43.7		43.7
United Fire Group Inc.	UFCS		3,058,153		2,042,624		839,475		2,225,764		72.8		952,076		5.6		114.7		2.4		27.5		27.3
Global Indemnity Group LLC	GBLI		1,937,317		1,006,602		709,565		1,479,874		76.4		570,127		17.3		79.8		1.4		36.6		35.5
Hallmark Financial Services	HALL		1,506,694		1,111,690		178,884		679,717		45.1		385,762		40.3		215.1		6.2		11.9		11.8
Kingstone Companies Inc.	KINS		312,700		178,340		89,965		234,100		74.9		143,895		25.4		159.3		2.0		28.8		28.7
ICC Holdings	ICCH		196,110		97,259		73,492		143,130		73.0		53,181		20.1		75.2		1.3		37.5		37.5
Positive Physicians Hldgs Inc	PPHI		159,195		81,229		72,883		128,348		80.6		20,455		0.0		27.8		1.1		45.8		45.8
The National Security Group	NSEC		153,548		86,226		44,229		122,670		79.9		63,065		23.6		137.4		1.9		28.8		28.8
Conifer Holdings Inc.	CNFR		269,735		180,955		43,884		185,285		68.7		101,839		45.8		243.1		4.1		16.3		16.0
Unico American Corp.	UNAM		132,517		95,173		34,951		99,212		74.9		30,972		0.0		80.8		2.7		26.4		26.4
Minimum			132,517		81,229		34,951		99,212		45.1		20,455		0.0		27.8		1.1		11.9		11.6
25th Percentile			177,653		96,216		58,556		135,739		70.7		58,123		5.8		79.3		1.4		21.3		21.2
Mean			132,517		81,229		34,951		99,212		45.1		20,455		0.0		27.8		1.1		11.9		11.6
50th Percentile			312,700		180,955		89,965		234,100		74.9		143,895		18.5		88.2		2.0		28.8		28.7
75th Percentile			2,022,610		1,059,146		774,520		1,541,806		76.2		669,007		24.5		148.4		3.4		37.1		36.5
Maximum			14,190,100		8,234,800		1,816,600		7,616,900		80.6		1,365,712		45.8		243.1		6.2		45.8		45.8
Amalgamated			88,327		11,844		43,252		72,939		82.6		7,873		39.1		18.4		0.3		49.0		49.0

Source:

S&P Capital IQ Pro; financial information reflects GAAP data as of 2Q’21 LTM unless otherwise noted

Note:

Shading indicates where ACIC ranks compared with the Guideline Group

While none of the companies in the Guideline Group are identical to the Company and there does not appear to be a company that is a perfect guideline or peer company from a valuation standpoint, we believe that the Guideline Group generally provides a meaningful basis of financial comparison for valuation purposes and is a useful approximation for determining how an investor might value the Company.

Recent Financial Comparisons

Table II above summarizes certain key financial comparisons between the Company and the Guideline Group. The Public P&C Insurance Group includes all the companies presented in Table I.

Similar to the original Appraisal, when compared to the Guideline Group Amalgamated has a much smaller balance sheet, less scale, and a smaller market presence. The Company’s total GAAP equity of $43.3 million as of June 30, 2021 was smaller compared to the Guideline Group’s median equity of $89.9 million, and the Company’s assets and policy reserves all were significantly lower than the median of the Guideline Group and the Company’s total equity to total assets measured 49.0%, well above the Guideline Group median of 28.8%. Additionally, the Company’s written premium to average equity of 18.4% was much lower when compared to the Guideline Group median of 88.2%, and the Company’s reserves to equity totaled 0.3x and was much lower than the Guideline Group’s median of 2.0x.

Tables III and IV compare the Company with the Guideline Group on selected measures of operating performance and profitability.

Table III


		Net Premiums Earned ($000s)		Net Premiums Written ($000s)				2020						Q2’21 YTD								2020									Q2’21 LTM
Company Name	Ticker	Net Premiums Earned ($000s)		Net Premiums Written ($000s)		NPW / Avg Equity (%)		Loss Ratio (%)		Expense Ratio (%)		Combined Ratio (%)		Loss Ratio (%)		Expense Ratio (%)			Combined Ratio (%)			Core ROAA (%)			Core ROAE (%)			Core ROATCE (%)			Core ROAA (%)			Core ROAE (%)			Core ROATCE (%)			Net Income (000s)
Horace Mann Educators Corp.	HMN		922,401		1,365,712		78.9		66.3		26.4		92.7		67.2		25.5			92.7			1.15			8.9			10.3			1.38			10.7			12.1			170,265
Safety Insurance Group Inc.	SAFT		778,428		767,887		88.2		52.5		34.6		87.1		57.3		33.6			90.9			6.94			17.1			17.1			8.25			19.5			19.5			171,548
United Fire Group Inc.	UFCS		1,006,552		952,076		114.7		82.4		33.5		115.9		74.1		30.2			104.3			(3.37	)		(12.0	)		3.2			(0.09	)		(0.3	)		(0.3	)		(13,680	)
Global Indemnity Group LLC	GBLI		574,492		570,127		79.8		59.2		38.0		97.2		62.0		38.2			100.2			(0.94	)		(2.7	)		(2.8	)		(0.31	)		(0.8	)		(0.9	)		(2,087	)
Hallmark Financial Services	HALL		435,098		385,762		215.1		85.7		25.0		110.7		73.3		27.5			100.8			(3.68	)		(27.5	)		(28.7	)		(1.58	)		(13.1	)		(13.2	)		(25,168	)
Kingstone Companies Inc.	KINS		124,527		143,895		159.3		61.5		38.9		100.4		61.9		41.9			103.8			0.11			0.4			0.4			0.53			1.8			1.9			2,820
ICC Holdings	ICCH		50,083		53,181		75.2		65.5		37.3		102.8		66.4		38.4			104.8			1.37			3.6			3.6			2.52			6.6			6.6			6,448
Positive Physicians Hldgs Inc	PPHI		19,969		20,455		27.8		70.0		35.5		105.5		70.0		34.1			104.1			(0.82	)		(1.7	)		(1.7	)		(0.45	)		(1.0	)		(1.0	)		(673	)
The National Security Group	NSEC		60,559		63,065		137.4		88.8		37.3		126.1		69.2		37.4			106.5			(6.65	)		(20.9	)		(20.9	)		(3.26	)		(10.8	)		(10.8	)		(3,350	)
Conifer Holdings Inc.	CNFR		93,001		101,839		243.1		62.8		45.6		108.4		77.9		42.9			120.8			(1.21	)		(7.4	)		(7.6	)		0.62			3.9			4.0			4,731
Unico American Corp.	UNAM		28,059		30,972		80.8		123.0		38.0		161.0		86.0		16.0			102.0			(17.67	)		(48.6	)		(48.6	)		(15.79	)		(54.8	)		(54.8	)		(19,151	)
Minimum			19,969		20,455		27.8		123.0		45.6		161.0		86.0		42.9			120.8			(17.67	)		(48.6	)		(48.6	)		(15.79	)		(54.8	)		(54.8	)		(25,168	)
25th Percentile			55,321		58,123		79.3		84.1		38.0		113.3		73.7		38.3			104.5			(3.53	)		(16.4	)		(14.2	)		(1.01	)		(5.9	)		(5.9	)		(8,515	)
Mean			372,106		404,997		118.2		123.0		45.6		161.0		86.0		42.9			120.8			(2.25	)		(8.3	)		(6.9	)		(0.74	)		(3.5	)		(3.4	)		26,518
50th Percentile			124,527		143,895		88.2		66.3		37.3		105.5		69.2		34.1			103.8			(0.94	)		(2.7	)		(1.7	)		(0.09	)		(0.3	)		(0.3	)		(673	)
75th Percentile			676,460		669,007		148.4		62.2		34.1		98.8		64.2		28.9			100.5			0.63			2.0			3.4			1.00			5.2			5.3			5,590
Maximum			1,006,552		1,365,712		243.1		52.5		25.0		87.1		57.3		16.0			90.9			6.94			17.1			17.1			8.25			19.5			19.5			171,548
Amalgamated			7,309		7,873		18.4		33.0		28.7		61.7		39.0¹		71.2	¹		110.2	¹		4.34	²		9.7	²		9.7	²		5.07	²		10.5²			10.5	²		4,477

Source: S&P

Global Market Intelligence; financial information reflects GAAP data as of most recent LTM period unless otherwise noted

Notes:

Shading indicates where ACIC ranks compared with the Guideline Group

1	Reflects statutory financial data

2	Amalgamated figures reflect unadjusted ROAA, ROAE, and ROATCE

Table IV


			2017–2019 Average						2017–2019 Average
Company Name	Ticker		Loss Ratio (%)		Expense Ratio (%)		Combined Ratio (%)		ROAA (%)			ROAE (%)
Horace Mann Educators Corp.		HMN		76.5		26.7		103.2		2.01			5.2
Safety Insurance Group Inc.		SAFT		63.9		31.2		95.2		4.92			12.5
United Fire Group Inc.		UFCS		73.3		31.9		105.7		2.68			9.4
Global Indemnity Group LLC		GBLI		69.4		39.9		109.2		(1.31	)		(3.7	)
Hallmark Financial Services		HALL		76.8		26.1		102.9		0.66			2.7
Kingstone Companies Inc.		KINS		57.1		39.1		96.2		1.62			3.1
ICC Holdings		ICCH		65.3		35.7		101.0		1.44			3.7
Positive Physicians Hldgs Inc		PPHI		59.6		49.0		108.6		0.53			1.6
The National Security Group		NSEC		67.1		35.9		103.0		1.29			2.6
Conifer Holdings Inc.		CNFR		74.0		44.4		118.3		(4.66	)		(14.0	)
Unico American Corp.		UNAM		86.7		31.1		117.9		(2.61	)		(5.5	)
Minimum				86.7		49.0		118.3		(4.66	)		(14.0	)
25th Percentile				75.2		39.5		108.9		(0.39	)		(1.0	)
Mean				70.0		35.6		105.6		0.6			1.6
50th Percentile				69.4		35.7		103.2		1.29			2.7
75th Percentile				64.6		31.2		102.0		1.81			4.4
Maximum				57.1		26.1		95.2		4.92			12.5
Amalgamated				95.2		40.3		135.4		(5.04	)		(7.2	)

Source:

S&P Global Market Intelligence; financial information reflects statutory data

Note:

Shading indicates where ACIC ranks compared with the Guideline Group

As portrayed in Table III, the Company’s GAAP net written premiums of $7.9 million for LTM Q2’21 were far lower when compared to the Guideline Group’s median net written premiums of $143.9 million. The Company’s premium levels represent a significant decrease from prior years, reflecting the Company’s retreat from non-core markets and insurance lines and the effect the pandemic has had on the taxi and sedan business. While GAAP performance in 2020 and Q2’21 YTD has been favorable compared to the Guideline Group, it is largely a factor of the Personal and Commercial Auto industries, which have experienced lower loss experience due to less traffic volume domestically. We do not consider these two periods as a “normalized” operating environment for the Company, and therefore have decided that the periods of 2017 – 2019 reflect a more normalized environment.

Table IV shows that the Company’s operating performance has largely been amongst the worst in the Guideline Group, with an average statutory combined ratio of 135.4% during the three-year period from 2017 – 2019. The primary driver of the Company’s poor performance has been its loss ratio, which averaged 95.2% during the period, well above the median of 69.4% for the Guideline Group. The poor loss ratio was largely due to an increasingly unfavorable commercial auto insurance industry which has experienced increased frequency and severity levels. In addition to elevated loss levels, the Company’s statutory expense ratio of 40.3% during the period compared to the median of 35.7% for the Guideline Group. In the three-year period, ACIC produced less favorable operating metrics compared to the Guideline Group, with Statutory ROAA and ROAE metrics of (5.04%) and (7.2%), respectively.

For Q2’21 YTD, the Company’s statutory combined ratio of 110.2% was above the median of 103.8%, driven by an expense ratio that was 37.1 points higher than the median of the Guideline Group. The Q2’21 YTD loss experience was abnormally low compared to historical levels and was primarily driven by the effects of the pandemic. It is possible that when the effects of the pandemic pass and driving patterns return to normal, the loss ratio may again serve as a drag on underwriting profitability, as it has historically. Due to the low loss levels in Q2’21 LTM, the Company produced more favorable GAAP operating metrics compared to the Guideline Group, with Core ROAA, ROAE, and ROATCE metrics of 5.07%, 10.5%, and 10.5%, respectively while the Guideline Group median values for Core ROAA, ROAE, and ROATCE were (0.09%), (0.3%), and (0.3%), respectively.

As more fully explained in the Market Conditions and Market Value Adjustments – Update section, we have chosen to decrease the discount from approximately 40% to approximately 35% to reflect ACIC’s recent profitability and surplus growth. Aside from this change, the discounts applied during the original appraisal process remain the same, and include the following:

•

Size;

•

Management;

•

Liquidity of the Issue;

•

Subscription Interest;

•

Stock Market Conditions;

•

Dividend Outlook; and

•

New Issue Risk.

IV.

Market Conditions and Market Value Adjustments

Stock Market Condition – Update

Table V summarizes the recent performance of various insurance stock indexes maintained by S&P Global Market Intelligence, particularly market indexes that are related to multiline or P&C insurance companies. The S&P U.S. Insurance Index of all publicly traded insurance companies returned 44.5% over the twelve-month period ended October 15, 2021, while the S&P P&C Index performed slightly worse with a 30.3% return over the same period. The insurance indexes (and financial sector in general) outperformed the broader market indices, reflected by the performance of the Standard & Poor’s 500 and Russell 3000, which returned 28.4% and 29.6%, respectively, over the last year.

Table V

Selected Stock Market Index Performance

As of October 15, 2021


	Total Return (%)
	Close		YTD		1 Year
SNL Insurance Indexes
S&P U.S. BMI Insurance		305.81		27.46		40.47
S&P 500 Insurance Brokers		1,343.67		41.01		39.07
S&P Insurance		542.75		30.28		44.47
NASDAQ Insurance		11,413.52		15.67		22.77
SNL Sector Indexes
S&P 500 Multi-line Insurance		133.34		49.98		82.55
S&P P&C		737.88		14.12		30.31
Broad Market Indexes
S&P 500		4,471.37		20.83		28.35
S&P Small-Cap		1,363.91		23.22		47.66
S&P Mid-Cap		2,748.28		21.10		37.60
S&P Financials		656.87		35.77		58.20
MSCI US IMI Financials		2,367.14		35.83		58.96
Russell 1000		2,512.94		20.25		29.07
Russell 2000		2,265.65		16.43		38.67
Russell 3000		2,658.14		19.98		29.60
Source: Capital IQ Pro

As a result of its review and analysis, Boenning maintained an estimated overall discount to the Guideline Group of approximately 35%, similar to the September Appraisal Update and down from approximately 40% in the original Appraisal. Boenning notes that discounts typically compress when absolute price to book value ratios decline (as has occurred in the October Appraisal Update).

V.	Valuation Update – Analysis and Conclusions

Valuation Approach

In determining the updated Appraised Value of the Company we employed the guideline market valuation approach used in the original Appraisal. The methods and pricing metrics used to value the Company are the same as used in the Appraisal. For example, we considered the following pricing ratios: price-to-book value per share (“P/B”), price-to-earnings per share (“P/E”), price-to-assets (“P/A”) and price-to-tangible book value per share (“P/TB”). We believe price-to-book value is the primary determinant of an investor’s interest in a Subscription Rights conversion of an insurance company. The other multiples mentioned above (P/E, P/A, and P/TB) are of secondary value in determining interest in, and the value of, a Subscription Rights conversion.

Table VI displays the trading market price valuation ratios of the Guideline Group as of close of trading on October 15, 2021. Exhibit XII displays the pro forma assumptions and calculations utilized in analyzing the Company’s valuation ratios. In reaching our conclusions, we evaluated the relationship of the Company’s pro forma valuation ratios relative to the Guideline Group’s market valuation data.

Table VI


		10/15/21						Price /
Company Name	Ticker	Stock Price ($)		52-Week Range ($)		Market Capitalization ($000s)		LTM EPS (x)	BVPS (%)		TBVPS (%)		Assets (%)		LTM Revenue (%)		Dividend Yield (%)
Horace Mann Educators Corp.	HMN		39.76		33.91 – 43.98		1,649,654	9.1		90.8		101.8		11.6		121.4		3.1
Safety Insurance Group Inc.	SAFT		79.79		67.68 – 87.32		1,195,446	7.1		129.9		129.9		56.7		132.5		4.5
United Fire Group Inc.	UFCS		22.01		19.12 – 36.07		552,833	NM		65.9		65.9		18.1		48.6		2.7
Global Indemnity Group LLC	GBLI		25.82		22.60 – 31.98		373,419	NM		52.9		55.0		19.3		58.3		3.9
Hallmark Financial Services	HALL		3.50		2.71 – 5.42		63,599	NM		35.6		35.8		4.2		13.7		0.0
Kingstone Companies Inc.	KINS		6.12		5.77 – 8.70		64,634	43.7		71.8		72.2		20.7		43.2		2.6
ICC Holdings	ICCH		16.50		12.20 –17.24		54,361	10.8		74.0		74.0		27.7		92.8		0.0
Positive Physicians Hldgs Inc	PPHI		9.15		6.00 – 15.20		33,082	NM		45.4		45.4		20.8		148.0		0.0
The National Security Group	NSEC		10.11		9.93 – 12.49		25,605	NM		57.9		57.9		16.7		38.0		2.4
Conifer Holdings Inc.	CNFR		2.61		2.18 – 4.18		25,289	16.8		57.6		59.0		9.4		21.4		0.0
Unico American Corp.	UNAM		3.76		2.61 – 6.05		19,946	NM		57.1		57.1		15.1		55.1		0.0
Minimum							19,946	7.1		35.6		35.8		4.2		13.7		0.0
25th Percentile							29,343	9.1		55.0		56.1		13.3		40.6		0.0
Mean							368,897	17.5		67.2		68.5		20.0		70.3		1.7
50th Percentile							63,599	10.8		57.9		59.0		18.1		55.1		2.4
75th Percentile							463,126	16.8		72.9		73.1		20.7		107.1		2.9
Maximum							1,649,654	43.7		129.9		129.9		56.7		148.0		4.5

Source:

S&P Global Market Intelligence as of October 15, 2021

Table VII below summarizes the stock price and valuation ratio changes for the Guideline Group from December 29, 2020, August 31, 2021, and October 15, 2021, respectively. Since the last update, ten of the eleven companies experienced a price decrease, with the last remaining company not experiencing a price change. Overall, the median valuation multiples for P/B, P/TB, P/LTM EPS, P/A, and P/LTM Revenue were all lower compared to the values from the original Appraisal with a valuation date of December 29, 2020 and the first September Appraisal Update with a valuation date of August 31, 2021.

Table VII


	12/29/20 Stock Price ($)		8/31/21 Stock Price ($)		10/15/21 Stock Price ($)		Price /						Price /						Price /						Price /						Price /
	12/29/20 Stock Price ($)		8/31/21 Stock Price ($)		10/15/21 Stock Price ($)		12/29/20 Book (%)		8/31/21 Book (%)		10/15/21 Book (%)		12/29/20 Tang. Book (%)		8/31/21 Tang. Book (%)		10/15/21 Tang. Book (%)		12/29/20 LTM EPS (x)		8/31/21 LTM EPS (x)		10/15/21 LTM EPS (x)		12/29/20 Assets (%)		8/31/21 Assets (%)		10/15/21 Assets (%)		12/29/20 LTM Rev. (%)		8/31/21 LTM Rev. (%)		10/15/21 LTM Rev. (%)
Guideline Group Mean								81.9		74.8		67.2		83.6		76.6		68.5		16.2		13.4		17.5		24.1		21.2		20.0		78.6		78.2		70.3
Guideline Group Median								71.6		70.3		57.9		71.9		70.3		59.0		13.8		10.2		10.8		20.9		19.8		18.1		67.5		63.7		55.1
Guideline Group
Horace Mann Educators Corp.		41.42		41.00		39.76		100.0		99.1		90.8		114.3		113.4		101.8		13.8		9.3		9.1		13.2		12.0		11.6		132.9		132.4		121.4
Safety Insurance Group Inc.		77.65		81.31		79.79		138.0		145.4		129.9		138.0		145.4		129.9		10.3		7.2		7.1		56.5		57.8		56.7		138.5		145.9		132.5
United Fire Group Inc.		24.69		25.96		22.01		75.3		79.5		65.9		76.0		79.5		65.9		NM		NM		NM		20.3		21.3		18.1		58.8		62.0		48.6
Global Indemnity Group LLC (1)		27.88		26.50		25.82		—		53.5		52.9		—		55.6		55.0		—		NM		NM		—		19.8		19.3		—		63.7		58.3
Hallmark Financial Services (1)		3.31		3.76		3.50		—		38.8		35.6		—		39.2		35.8		—		NM		NM		—		4.5		4.2		—		14.1		13.7
Kingstone Companies Inc.		6.62		7.15		6.12		79.1		84.6		71.8		79.6		85.0		72.2		NM		NM		43.7		21.6		24.2		20.7		52.7		56.8		43.2
ICC Holdings		14.02		16.83		16.50		67.9		70.3		74.0		67.9		70.3		74.0		15.3		11.1		10.8		25.7		24.4		27.7		84.4		87.4		92.8
Positive Physicians Hldgs Inc		9.50		9.15		9.15		46.2		44.5		45.4		46.2		44.5		45.4		NM		NM		NM		22.3		20.8		20.8		156.0		150.2		148.0
The National Security Group		11.24		10.46		10.11		60.4		56.3		57.9		60.4		56.3		57.9		NM		NM		NM		18.3		17.3		16.7		42.7		39.7		38.0
Conifer Holdings Inc.		2.65		4.02		2.61		60.2		91.5		57.6		61.7		93.6		59.0		NM		25.9		16.8		9.9		14.4		9.4		26.0		39.5		21.4
Unico American Corp.		4.66		4.15		3.76		66.7		59.4		57.1		66.7		59.4		57.1		NM		NM		NM		18.6		16.6		15.1		76.3		67.9		55.1

Source: S&P Global Market Intelligence as of December 29, 2020, August 31, 2021, and October 15, 2021

1	Global Indemnity and Hallmark were not included in the original Appraisal, and therefore their value does not come into play in this comparison

The Guideline Group’s market valuation ratios have fluctuated slightly since the Appraisal. As of October 15, 2021, the median P/B ratio of the Guideline Group measured 57.9%, down from 70.3% at August 31, 2021. We have determined a pro forma midpoint value of $20.0 million for the Company on a fully converted basis, which implies an aggregate midpoint pro forma P/B ratio of 41.4%. Applying a range of value of 15% above and below the midpoint, the resulting minimum of $17.0 million implies a P/B ratio of 37.1% and the resulting maximum of $23.0 million implies a P/B ratio of 45.3%. The Company’s P/B valuation ratios reflect a discount to the Guideline Group’s median ratio of 57.9%, measuring 21.7% at the valuation maximum, 28.5% at the valuation midpoint, and 36.0% at the valuation minimum. The Company’s pro forma P/B valuation ratios reflect discounts to the Guideline Group’s mean ratio of 67.2%, measuring 32.5% at the valuation maximum, 38.3% at the valuation midpoint, and 44.8% at the valuation minimum.

Based on the P/TB measure, the Company’s pro forma midpoint valuation of $20.0 million reflects a P/TB ratio of 41.4%, ranging from 37.1% at the minimum to 45.3% at the maximum. The Company’s pro forma P/TB valuation ratios reflect discounts to the Guideline Group’s median ratio of 59.0%, measuring 23.1% at the valuation maximum, 29.8% at the valuation midpoint, and 37.1% at the valuation minimum. The Company’s P/TB valuation reflects discounts to the Guideline Group’s mean ratio of 68.5%, measuring 33.9% at the valuation maximum, 39.6% at the valuation midpoint, and 45.9% at the valuation minimum.

Based on the P/A measure, the Company’s pro forma midpoint valuation of $20.0 million reflects a P/A ratio of 21.3%, ranging from 18.5% at the minimum to 23.8% at the maximum. The Company’s pro forma P/A valuation ratios reflect a premium to the Guideline Group’s median ratio of 18.1%, measuring a premium of 31.8% at the valuation maximum, a premium of 17.6% at the valuation midpoint, and a premium of 2.6% at the valuation minimum. The Company’s P/A valuation ratios reflect a premium/discount to the Guideline Group’s mean ratio of 20.0%, measuring a premium of 19.0% at the valuation maximum, a premium of 6.2% at the valuation midpoint, and a discount of 7.3% at the valuation minimum.

Boenning believes the P/E metric is not a useful tool for comparison in this October Appraisal Update due to the majority of the companies in the Guideline Group reporting negative LTM earnings. While Amalgamated reported positive LTM earnings, it was driven by unrealized gains on equity securities, as well as lower loss experience behind a substantial decrease in loss frequency and severity in the commercial auto industry driven by the Covid-19 pandemic. Furthermore, as previously stated, the price to book value is the primary determinant of value for an insurance company similar to Amalgamated. Due to this, a P/E comparative analysis would not be meaningful. Boenning notes that the implied pro forma P/E ratio at the midpoint, 4.3x, is materially below the median of 10.8x for the Guideline Companies.

In our opinion, the levels of discounts described above are appropriate to reflect the previously discussed adjustments for size, earnings prospects, liquidity of the issue, lack of subscription interest, dividend outlook and the new issue discount. The Company’s ability to deploy the excess capital profitably and to generate growth and improved returns on equity constitutes a significant operating challenge in the highly competitive P&C insurance marketplace in which the Company strives to overcome its relative lack of scale, critical mass, and diversification in its fundamental business model.

Valuation Conclusion

It is our opinion that, as of October 15, 2021, the updated Appraised Value of the shares to be issued immediately following the Offering was within the updated Valuation Range of $17.0 million to $23.0 million, with a midpoint of $20.0 million. The updated Valuation Range was

based upon a 15% decrease from the midpoint to determine the minimum and a 15% increase from the midpoint to establish the maximum. Exhibits XII and XIII shows the assumptions and calculations utilized in determining the Company’s updated Valuation Range.

EXHIBIT I

STATEMENT OF GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

This October Appraisal Update is subject to the following general assumptions and limiting conditions.

No investigation has been made of, and no responsibility is assumed for, the legal description of the property being valued or legal matters, including title or encumbrances. Title to the property is assumed to be good and marketable unless otherwise stated. The property is assumed to be free and clear of any liens, easements or encumbrances unless otherwise stated.

2.	Information furnished by others, upon which all or portions of this analysis is based, is believed to be reliable, but has not been verified except as set forth in this document. No warranty is given as to the accuracy of such information.

3.	This October Appraisal Update has been made only for the purpose stated and shall not be used for any other purpose.

4.	Except as specified in our engagement letter, neither Boenning nor any individual signing or associated with this report shall be required by reason of this October Appraisal Update to give further consultation, provide testimony, or appear in court or other legal proceeding.

No responsibility is taken for changes in market conditions, or the impact of epidemic, pandemic, hurricane or any other significant weather event or natural occurrence, war (declared or otherwise), insurrection, terrorism, travel restriction, act of God or other circumstance, foreseen or unforeseen, and no obligation is assumed to revise this October Appraisal Update to reflect changes, events or conditions which occur subsequent to the date hereof.

6.	The date to which the analysis expressed in this October Appraisal Update applies is set forth in the letter of transmittal. Our October Appraisal Update is based on the purchasing power of the United States dollar as of that date.

It is assumed that all required certificates of authority and other licenses, permits, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can readily be obtained or renewed.

8.	Full compliance with all applicable federal, state and local zoning, use, environmental and similar laws and regulations is assumed, unless otherwise stated.

9.	Competent management is assumed.

10.	The October Appraisal Update is predicated on the financial structure prevailing as of the date of this report.

11.	This October Appraisal Update is provided solely to and for the sole benefit of the Board of Trustees of the Company and shall not form the basis for any derivative or other suit in the name of the Company or otherwise.

12.

This October Appraisal Update is based on unaudited GAAP financial data provided by the Company. On the other hand, insurance companies prepare statutory financial statements in accordance with accounting practices and procedures prescribed or permitted by state insurance departments (“SAP”). GAAP operating results and financial data will not match any SAP disclosures that are available, and we have not attempted to reconcile GAAP and SAP disclosures. This October Appraisal Update assumes audited GAAP financial data will be identical to the unaudited financial data utilized herein.

EXHIBIT II

CERTIFICATION

We certify that, to the best of our knowledge and belief:

•

The facts and data reported by the reviewer and used in the review process are true and correct;

•

The analyses, opinions, and conclusions in this October Appraisal Update are limited only by the assumptions and limiting conditions stated in this document, and are our personal, impartial and unbiased professional analyses, opinions and conclusions;

•

We have no present or prospective interest in the property that is the subject of this October Appraisal Update, and we have no personal interest or bias with respect to the parties involved;

•

Our engagement in this assignment was not contingent upon developing or reporting predetermined results; and

•

Our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report.

Anthony A. Latini, Jr.

James W. Adducci

Tom Haldeman

October 15, 2021

Exhibit III

Overview of Boenning

Founded in 1914, Pennsylvania based Boenning & Scattergood, Inc. is one of the oldest independent securities, asset management and investment banking firms in the region, providing individual, institutional, corporate and municipal clients a full complement of financial services including equity research, investment banking, public finance, asset management as well as equity and fixed income sales and trading.

Background of Appraisers

Anthony A. Latini, Jr., CFA – Managing Director

Tony leads the firm’s insurance practice and has over 30 years of experience with the property/casualty and life segments. His merger & acquisition transaction experience includes in excess of $2 billion in transaction value and he has assisted in raising over $1 billion in debt and junior capital. Prior to joining Boenning & Scattergood, Mr. Latini was Managing Director of Curtis Financial Group’s financial services industry group. He has also held positions at Berwind Financial L.P., Evans & Company, Inc. and CoreStates Financial Corp. Tony received his Bachelor of Science degree in Economics with a concentration in Finance from the Wharton School of the University of Pennsylvania. He holds the Chartered Financial Analyst designation and the FINRA Series 7, 24, 63, and 79 licenses. Tony has experience working on over fifteen demutualizations.

James W. Adducci – Managing Director

James has 20 years of investment banking experience working with public and private companies executing exclusive sale assignments, buy-side transactions, financings and various other strategic advisory assignments. James has completed transactions totaling more than $2 billion in value. James has been involved with multiple deals involving companies in the insurance sector. Prior to joining Boenning in 2004, James worked in the diversified industrials group at Dresdner Kleinwort in New York where he focused on cross-border M&A transactions. James received his BA in Economics from Carleton College. He is registered with FINRA and holds the Series 7 and 63 licenses. James has experience working on ten demutualizations.

Tom Haldeman – Associate

Tom joined Boenning & Scattergood in 2019 after working as an Analyst in Wells Fargo’s Corporate & Investment Banking Group, where he worked on raising capital for clients in the insurance and asset management industries. As part of the Investment Banking Group, Tom has primarily worked on transactions including merger & acquisition advisory and capital raises. Tom received his BS degree from Villanova University with a concentration in Finance, as well as a minor in Management Information Systems. He is registered with FINRA, holds the Series 79 and 63 licenses, and this engagement represents his second demutualization transaction.

Exhibit IV

Amalgamated Casualty Insurance Company

Statutory Balance Sheet — ($000s)


	2016		2017		2018		2019		2020		Q2’21 YTD
Assets
Investments:
Bonds		36,794		36,481		34,959		31,832		30,163		27,439
Preferred Stocks		605		973		2,037		2,026		1,920		3,108
Common Stocks		5,056		3,915		997		989		1,374		1,634
Cash & Short Term Investments		1,020		2,235		1,041		3,169		3,487		2,763
Other Investments		8,446		10,392		12,036		11,809		12,533		13,164

Total Cash & Investments		51,921		53,996		51,070		49,825		49,476		48,108
Other Assets		4,824		5,715		4,577		5,671		3,857		4,724
Total Assets		56,744		59,711		55,647		55,496		53,334		52,832

Liabilities
Loss Reserves		5,028		6,241		9,117		9,499		7,023		5,968
Loss Adjustment Expense Reserves		1,202		1,864		2,759		2,083		1,638		1,504

Total Loss & LAE Reserves		6,230		8,106		11,877		11,582		8,661		7,472
Unearned Premium Reserve		3,691		5,189		4,383		5,250		3,179		3,626
Other Liabilities		4,001		3,798		3,172		3,479		2,709		2,989

Total Liabilities		13,923		17,093		19,431		20,310		14,549		14,086

Capital and Surplus
Unassigned Surplus		42,821		42,618		36,216		35,186		38,785		38,745

Total Capital and Surplus		42,821		42,618		36,216		35,186		38,785		38,745

Total Liabilities & Capital and Surplus		56,744		59,711		55,647		55,496		53,334		52,832

Exhibit V

Amalgamated Casualty Insurance Company

Statutory Statements of Income — ($000s)


	2016			2017			2018			2019			2020			Q2’21 LTM
Underwriting Revenue
Personal P&C Direct Premiums		1,504			1,654			1,402			1,380			600			815
Commercial P&C Direct Premiums		10,640			12,367			10,787			11,748			5,702			7,365

Direct Premiums Written		12,144			14,022			12,190			13,128			6,303			8,181
Net Reinsurance Premiums		688			617			521			533			240			316

Net Premiums Written		11,456			13,404			11,669			12,595			6,063			7,865
Change in U/E Premiums Reserve		1,945			1,498			(806	)		867			(2,071	)		556

Net Premiums Earned		9,511			11,906			12,476			11,728			8,133			7,309
Losses and LAE Incurred		6,735			11,428			14,250			8,829			2,684			1,913
Other Underwriting Expense Incurred		3,337			4,449			5,142			5,480			4,226			5,027

Net Underwriting Gain (Loss)		(561	)		(3,971	)		(6,916	)		(2,580	)		1,223			369
Net Investment Income		970			841			1,371			1,516			1,447			1,340
Net Realized Capital Gains (Losses)		4			372			690			(214	)		385			292
Finance Service Charges		39			47			61			93			66			53
All Other Income		1			2			1			(27	)		(225	)		(182	)

Net Income after capital gains (loss) before tax		453			(2,709	)		(4,793	)		(1,212	)		2,895			1,873
Federal Income Tax		3			—			—			—			—			—

Net Income		450			(2,709	)		(4,793	)		(1,212	)		2,895			1,873

Loss Ratio (%) (1)		70.8			96.0			114.2			75.3			33.0			26.2
Expense Ratio (%) (2)		29.1			33.2			44.1			43.5			69.7			63.9
Combined Ratio (%) (3)		99.9			129.2			158.3			118.8			102.7			90.1

Exhibit VI

Amalgamated Casualty Insurance Company

Statutory Balance Sheet — Common Size (%)


	2016		2017		2018		2019		2020		Q2’21 YTD
Assets
Investments:
Bonds		64.84		61.10		62.82		57.36		56.55		51.94
Preferred Stocks		1.07		1.63		3.66		3.65		3.60		5.88
Common Stocks		8.91		6.56		1.79		1.78		2.58		3.09
Cash & Short Term Investments		1.80		3.74		1.87		5.71		6.54		5.23
Other Investments		14.88		17.40		21.63		21.28		23.50		24.92

Total Cash & Investments		91.50		90.43		91.77		89.78		92.77		91.06
Other Assets		8.50		9.57		8.23		10.22		7.23		8.94
Total Assets		100.00		100.00		100.00		100.00		100.00		100.00

Liabilities
Loss Reserves		8.86		10.45		16.38		17.12		13.17		11.30
Loss Adjustment Expense Reserves		2.12		3.12		4.96		3.75		3.07		2.85

Total Loss & LAE Reserves		10.98		13.57		21.34		20.87		16.24		14.14
Unearned Premium Reserve		6.50		8.69		7.88		9.46		5.96		6.86
Other Liabilities		7.05		6.36		5.70		6.27		5.08		5.66

Total Liabilities		24.54		28.63		34.92		36.60		27.28		26.66

Capital and Surplus
Unassigned Surplus		75.46		71.37		65.08		63.40		72.72		73.34

Total Capital and Surplus		75.46		71.37		65.08		63.40		72.72		73.34

Total Liabilities & Capital and Surplus		100.00		100.00		100.00		100.00		100.00		100.00

Exhibit VII

Amalgamated Casualty Insurance Company

Statutory Statements of Income — Common Size (%)


	2016			2017			2018			2019			2020			Q2’21 LTM
Underwriting Revenue
Personal P&C Direct Premiums		15.81			13.90			11.24			11.77			7.38			11.15
Commercial P&C Direct Premiums		111.87			103.87			86.47			100.17			70.11			100.76

Direct Premiums Written		127.68			117.76			97.71			111.94			77.49			111.92
Net Reinsurance Premiums		7.23			5.18			4.17			4.55			2.95			4.32

Net Premiums Written		120.45			112.58			93.54			107.39			74.54			107.60
Change in U/E Premiums Reserve		20.45			12.58			(6.46	)		7.39			(25.46	)		7.60

Net Premiums Earned		100.00			100.00			100.00			100.00			100.00			100.00
Losses and LAE Incurred		70.81			95.98			114.22			75.28			33.00			26.17
Other Underwriting Expense Incurred		35.08			37.37			41.22			46.72			51.96			68.77

Net Underwriting Gain (Loss)		(5.90	)		(33.35	)		(55.44	)		(22.00	)		15.04			5.05
Net Investment Income		10.20			7.06			10.99			12.93			17.79			18.33
Net Realized Capital Gains (Losses)		0.04			3.12			5.53			(1.82	)		4.74			4.00
Finance Service Charges		0.41			0.40			0.49			0.79			0.81			0.73
All Other Income		0.01			0.02			0.01			(0.23	)		(2.77	)		(2.49	)

Net Income after capital gains (loss) before tax		4.76			(22.75	)		(38.42	)		(10.34	)		35.60			25.62
Federal Income Tax		0.03			—			—			—			—			—

Net Income		4.73			(22.75	)		(38.42	)		(10.34	)		35.60			25.62

Exhibit VIII

Amalgamated Casualty Insurance Company

Statutory Balance Sheet — Growth Analysis (%)


	2017			2018			2019			2020			Q2’21 YTD			‘16–’20 CAGR
Assets
Investments:
Bonds		(0.85	)		(4.17	)		(8.94	)		(5.25	)		(17.24	)		(4.85	)
Preferred Stocks		60.87			109.33			(0.55	)		(5.24	)		162.07			33.47
Common Stocks		(22.56	)		(74.53	)		(0.84	)		38.94			41.40			(27.80	)
Cash & Short Term Investments		119.11			(53.42	)		204.38			10.05			(37.20	)		35.98
Other Investments		23.04			15.82			(1.88	)		6.13			10.32			10.37

Total Cash & Investments		4.00			(5.42	)		(2.44	)		(0.70	)		(5.45	)		(1.20	)
Other Assets		18.47			(19.91	)		23.91			(31.99	)		49.97			(5.44	)
Total Assets		5.23			(6.81	)		(0.27	)		(3.90	)		(1.87	)		(1.54	)

Liabilities
Loss Reserves		24.13			46.09			4.19			(26.07	)		(27.78	)		8.71
Loss Adjustment Expense Reserves		55.06			47.98			(24.52	)		(21.33	)		(15.78	)		8.04

Total Loss & LAE Reserves		30.10			46.52			(2.48	)		(25.22	)		(25.58	)		8.58
Unearned Premium Reserve		40.58			(15.53	)		19.78			(39.45	)		30.10			(3.67	)
Other Liabilities		(5.08	)		(16.49	)		9.69			(22.13	)		21.72			(9.29	)

Total Liabilities		22.77			13.68			4.53			(28.37	)		(6.26	)		1.11

Capital and Surplus
Unassigned Surplus		(0.47	)		(15.02	)		(2.84	)		10.23			(0.20	)		(2.45	)

Total Capital and Surplus		(0.47	)		(15.02	)		(2.84	)		10.23			(0.20	)		(2.45	)

Total Liabilities & Capital and Surplus		5.23			(6.81	)		(0.27	)		(3.90	)		(1.87	)		(1.54	)

Exhibit IX

Amalgamated Casualty Insurance Company

Statutory Statements of Income — Growth Analysis (%)


	2017			2018			2019			2020			Q2’21 LTM			‘16–’20 CAGR
Underwriting Revenue
Personal P&C Direct Premiums		10.02			(15.23	)		(1.57	)		(56.53	)		84.61			(20.52	)
Commercial P&C Direct Premiums		16.23			(12.77	)		8.90			(51.46	)		66.82			(14.44	)

Direct Premiums Written		15.46			(13.06	)		7.70			(51.99	)		68.47			(15.12	)
Net Reinsurance Premiums		(10.25	)		(15.62	)		2.38			(54.97	)		72.77			(23.13	)

Net Premiums Written		17.01			(12.94	)		7.93			(51.87	)		68.30			(14.71	)
Change in U/E Premiums Reserve		(22.99	)		NM			NM			NM			NM			NM

Net Premiums Earned		25.19			4.78			(5.99	)		(30.65	)		(19.24	)		(3.84	)
Losses and LAE Incurred		69.69			24.69			(38.04	)		(69.60	)		(49.19	)		(20.55	)
Other Underwriting Expense Incurred		33.34			15.57			6.57			(22.87	)		41.47			6.09

Net Underwriting Gain (Loss)		NM			NM			NM			NM			(90.89	)		NM
Net Investment Income		(13.32	)		63.07			10.55			(4.56	)		(14.20	)		10.51
Net Realized Capital Gains (Losses)		NM			85.49			NM			NM			(42.44	)		220.07
Finance Service Charges		21.06			27.86			53.72			(29.70	)		(34.24	)		13.73
All Other Income		183.63			(30.57	)		NM			NM			NM			NM

Net Income after capital gains (loss) before tax		NM			NM			NM			NM			(58.16	)		59.03
Federal Income Tax		(100.00	)		—			—			—			—			(100.00	)

Net Income		NM			NM			NM			NM			(58.16	)		59.28

Exhibit X

Amalgamated Casualty Insurance Company

Consolidated Balance Sheet — GAAP Basis


(in thousands of dollars)	2019			2020			Q2’21 YTD
Assets
Investments:
Bonds		32,631			31,527			28,653
Equities		3,127			3,360			4,867
Real Estate		32,451			31,686			31,304
Other Invested Assets		2,671			3,593			4,444
Cash & Short Term Investments		4,217			4,355			3,671

Total Cash & Investments		75,097			74,521			72,939
Premiums and Other Receivables		5,430			3,545			4,493
Reinsurance Recoverable		833			1,200			878
Deferred Acquisition Costs		218			378			684
Deferred Rent and Leases in Place		5,191			5,054			5,093
Right of Use Asset		2,192			1,974			1,876
Other Assets		979			1,621			2,364

Total Assets		89,939			88,293			88,327

Liabilities
Losses and Loss Adjustment Expenses		12,415			9,861			8,079
Unearned and Advance Premiums		5,461			3,304			3,765
Notes Payable		28,353			28,019			27,778
Accrued Expenses		615			686			770
Other liabilities		5,282			4,228			4,682

Total Liabilities		52,126			46,098			45,075

Equity
AOCI		(732	)		(184	)		(355	)
Retained Earnings		37,762			41,632			42,876
Minority Interest		784			747			731

Total Equity		37,813			42,194			43,252
Total Liabilities and Equity		89,939			88,293			88,327

Exhibit XI

Amalgamated Casualty Insurance Company

Consolidated Statements of Operations — GAAP Basis


(in thousands of dollars)	2019			2020			2Q’21 LTM
Revenues
Direct Premiums Written
Net Premiums Written		12,595			6,063			7,873
Net Premiums Earned		11,728			8,133			7,309
Net Investment Income		1,516			1,447			1,329
Net Realized Investment Gains (Losses)		(214	)		(15	)		75
Net Unrealized Gains (Losses) on Equity Securities		735			814			2,504
Service Fee Income		93			67			97
Other Income (Losses)		2,279			2,466			2,513

Total Revenues		16,138			12,913			13,827

Expenses
Losses and Loss Adjustment Expenses		8,829			2,684			1,913
Policy Acquisition Costs and Other Operating Expenses		2,542			2,335			2,954
Other Expenses		5,437			4,207			4,640

Total Expenses		16,808			9,226			9,507

Income (Loss) Before Income Taxes		(670	)		3,687			4,320
Income Tax Expense (Benefit)		(206	)		(146	)		(118	)
Net Income (Loss) Attributable to Minority Interest		23			37			39

Net Income (Loss)		(441	)		3,870			4,477
Other Comprehensive (Loss) Income		776			548			444

Comprehensive (Loss) Income		312			4,381			4,884

Performance Ratios:
Losses and loss adjustment expenses ratio (%) (1)		75.3			33.0			26.2
Expense ratio (%) (2)		21.7			28.7			40.4
Combined ratio (%) (3)		97.0			61.7			66.6
Return on average equity (%)					9.7			10.5
Statutory Data:
Statutory net income (loss)		(1,212	)		2,895			1,873
Statutory surplus		35,186			38,785			38,745
Ratio of net premiums written to statutory surplus		0.4x			0.2x			0.2x

(1)	Calculated by dividing losses and loss adjustment expenses by net premiums earned.

(2)	Calculated by dividing amortization of deferred policy acquisition costs and net underwriting and administrative expenses by net premiums earned.

(3)	The sum of the losses and loss adjustment expenses ratio and the underwriting expense ratio. A combined ratio of less than 100% means a company is making an underwriting profit.

Exhibit XII

Amalgamated Casualty Insurance Company

Pro Forma Assumptions for Conversion Valuation

A-1 The initial offering price is $10.00 per share and the number of shares offered is calculated by dividing the updated Appraised Value by the offering price.

A-2 Conversion and offering expenses were estimated by Company management.

A-3 It is assumed that 9.9% of the shares offered for sale will be acquired by an ESOP. Pro forma adjustments have been made to earnings and equity to reflect the impact of the ESOP. The aggregate purchase price of shares of Common Stock to be purchased by the ESOP in the Offering represents unearned compensation and is reflected as a reduction in capital. It is further assumed that the ESOP purchase is funded through cash in the form of an intercompany loan. No reinvestment is assumed on proceeds used to fund the ESOP. The amount of cash used to purchase Common Stock has been reflected as a reduction from gross proceeds to determine the estimated net funds available for reinvestment. The ESOP expense reflects recognition of expense based upon shares committed to be allocated under the ESOP over a 6-year period. For purposes of this calculation, the average market value was assumed to be equal to the initial offering price of $10.00.

It is assumed that 4% of the shares offered for sale will be acquired by the Company for use as restricted stock awards for leadership. Pro forma adjustments have been made to earnings and equity to reflect the impact of the RSUs, and the aggregate purchase price of shares of Common Stock to be acquired for the RSU in the Offering is reflected as a reduction in capital. The amount of cash used to purchase Common Stock has been reflected as a reduction from gross proceeds to determine the estimated net funds available for reinvestment. The RSU expense reflects recognition of expense based upon shares expected to be allocated over a 5-year period. For purposes of this calculation, the average market value was assumed to be equal to the initial offering price of $10.00.

A-4 The policyholder cash payment of $7.3 million was negotiated between the Company and the DISB. Boenning expressed no opinion about the payment and assumes the payment will be made at the time of the conversion transaction.

A-5 The net investable proceeds are fully invested at the beginning of the applicable period. The net investable proceeds are invested to yield a return of 1.59%, which represents the yield on the 10-year U.S. Treasury bond at market close on October 15, 2021. The effective income tax rate was assumed to be 21.0%, resulting in an after-tax yield of 1.26%.

A-6 No effect has been given in the pro forma equity calculation for the assumed earnings initially on the net proceeds.

A-7 For the earnings per share (“EPS”) calculations, pro forma per share amounts have been computed by dividing pro forma amounts by the total outstanding number of shares of stock.

A-8 For the book value calculations, pro forma per share amounts have been computed by dividing pro forma amounts by the total outstanding number of shares of stock.

Exhibit XIII

Pro Forma Conversion Valuation Range—Full Conversion Basis

(Dollars in Thousands, except per share data)


	Minimum			Midpoint			Maximum
Total implied shares outstanding		1,700,000			2,000,000			2,300,000
Offering price	$	10.00		$	10.00		$	10.00

Implied Gross Proceeds:	$	17,000		$	20,000		$	23,000
Less: estimated expenses		(4,014	)		(4,146	)		(4,277	)

Implied net offering proceeds		12,986			15,854			18,723
Less: Policyholder Cash Payment		(7,300	)		(7,300	)		(7,300	)
Less: ESOP Plan Purchase		(1,683	)		(1,980	)		(2,277	)
Less: Restricted Stock Purchase		(680	)		(800	)		(920	)

Net investable proceeds	$	3,323		$	5,774		$	8,226

Net Income:
LTM ended 6/30/2021		4,477			4,477			4,477
Pro forma income on net investable proceeds		42			73			103
Pro forma ESOP expense amortization adjustment		(222	)		(261	)		(300	)
Pro forma Restricted Stock adjustment		(107	)		(126	)		(145	)

Pro forma net income		4,190			4,162			4,135
Pro forma earnings per share		2.74			2.31			2.00
Total Revenue:
LTM ended 6/30/2021		13,827			13,827			13,827
Pro forma revenue on net proceeds, pre-tax		53			92			131

Pro forma total revenue		13,880			13,919			13,958
Pro forma total revenue per share		8.16			6.96			6.07
Common Equity:
Common equity at 6/30/2021		42,521			42,521			42,521
Net offering proceeds		12,986			15,854			18,723
Less: Policyholder Cash Payment		(7,300	)		(7,300	)		(7,300	)
Less: ESOP plan purchase		(1,683	)		(1,980	)		(2,277	)
Less: Restricted Stock plan purchase		(680	)		(800	)		(920	)

Pro forma common equity		45,844			48,296			50,747
Pro forma book value per share		26.97			24.15			22.06
Total Equity:
Total equity at 6/30/2021		43,252			43,252			43,252
Net offering proceeds		12,986			15,854			18,723
Less: Policyholder Cash Payment		(7,300	)		(7,300	)		(7,300	)
Less: ESOP plan purchase		(1,683	)		(1,980	)		(2,277	)
Less: Restricted Stock plan purchase		(680	)		(800	)		(920	)

Pro forma total equity		46,575			49,026			51,478
Tangible Common Equity:
Tangible common equity at 6/30/2021		42,521			42,521			42,521
Net offering proceeds		12,986			15,854			18,723
Less: Policyholder Cash Payment		(7,300	)		(7,300	)		(7,300	)
Less: ESOP plan purchase		(1,683	)		(1,980	)		(2,277	)
Less: Restricted Stock plan purchase		(680	)		(800	)		(920	)

Pro forma tangible common equity		45,844			48,296			50,747
Pro forma tangible book value per share		26.97			24.15			22.06
Total Assets:
Total assets at 6/30/2021		88,327			88,327			88,327
Net offering proceeds		12,986			15,854			18,723
Less: Policyholder Cash Payment		(7,300	)		(7,300	)		(7,300	)
Less: ESOP plan purchase		(1,683	)		(1,980	)		(2,277	)
Less: Restricted Stock plan purchase		(680	)		(800	)		(920	)

Pro forma total assets		91,649			94,101			96,553
Pro forma total assets per share		53.91			47.05			41.98
Pro Forma Ratios (%):
Price / LTM EPS (x)		3.6			4.3			5.0
Price / LTM Revenue		122.5			143.7			164.8
Price / Book Value		37.1			41.4			45.3
Price / Tangible Book Value		37.1			41.4			45.3
Price / Total Assets		18.5			21.3			23.8
Total Equity / Assets		50.8			52.1			53.3
Tangible Equity / Assets		50.8			52.1			53.3

Exhibit XIV

Amalgamated Casualty Insurance Company Draft Amended and Restated Plan of Conversion

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