8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): November 14, 2022
OXBRIDGE
RE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-36346 | 98-1150254 |
|---|---|---|
| (State<br> or Other Jurisdiction of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| Suite 201,<br><br> <br>**42 Edward Street,**Georgetown P.O. Box 469<br><br> <br>Grand Cayman, Cayman Islands<br><br> <br>(Address<br> of Principal Executive Office) | KY1-9006<br><br> <br>(Zip<br> Code) | |
| --- | --- |
Registrant’s telephone number, including area code: (345) 749-7570
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Ordinary<br> Shares (par value $0.001) | OXBR | The<br> Nasdaq Stock Market LLC |
| Warrants<br> to Purchase Ordinary Shares | OXBRW | The<br> Nasdaq Stock Market LLC<br><br> (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition
On November 14, 2022, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter and nine months ending September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OXBRIDGE RE HOLDINGS LIMITED | |
|---|---|
| /s/ Wrendon Timothy | |
| Date: November 14, 2022 | Wrendon Timothy |
| Chief Financial Officer and Secretary | |
| (Principal Accounting Officer and Principal Financial Officer) |
A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 14, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit99.1
CompanyContact:
Oxbridge Re Holdings Limited
Jay Madhu, CEO
345-749-7570
jmadhu@oxbridgere.com
OxbridgeRe Holdings Limited Reports Third Quarter 2022 Results
GRANDCAYMAN, Cayman Islands (November 14, 2022) — Oxbridge Re Holdings Limited (NASDAQ: OXBR), (the “Company”), a provider of reinsurance solutions primarily to property and casualty insurers, reported its results for the three and nine months ended September 30, 2022.
“Our resolve to limiting our exposure to underwriting losses through reinsurance contracts this year, helped significantly in lowering the potential loss caused by the catastrophic damage from Hurricane Ian and Hurricane Nicole”, commented Oxbridge Re Holdings President and Chief Executive Officer Jay Madhu. “We continue to be optimistic about our future”.
FinancialPerformance
Net premiums earned for the three months ended September 30, 2022 increased to $591,000 from $370,000 in the same prior year period. For the nine months ended September 30, 2022, net premiums earned increased to $995,000 from $755,000 in the prior year. The increases are due to the acceleration of premium recognition on two of the Company’s reinsurance contracts due to a limit loss suffered during the third quarter of 2022 by Hurricane Ian, as well as higher rates on reinsurance contracts compared to the prior year.
For the three months ended September 30, 2022, the Company generated a net loss of $2.2 million or $0.37 per basic and diluted common share compared net income of $6.5 million or $1.14 per basic and diluted share in the third quarter of 2021. For the nine months ended September 30, 2022 the Company incurred a net loss of $2.5 million or $0.43 per basic and diluted share compared to net income of $7.0 million or $1.22 per basic and diluted share in the first nine months of the prior year. The declines are due to reduced realized investment gains, the negative change in the unrealized fair value of equity securities and other investments for the nine months ended September 30, 2022, as well as the impact of Hurricane Ian during the third quarter of the year, when compared with prior year.
Total expenses, including losses and loss adjustment expenses, policy acquisition costs and general and administrative expenses, were $1.5 million and $2.2 million for the three and nine months ended September 30, 2022, respectively, compared to $479,000 and $1.1 million, respectively, for the same periods in the prior year. The increases are due primarily to a larger underwriting loss during the current year periods, increase in policy acquisition costs due to acceleration of premium recognition and higher general and administrative expenses due to inflationary expense fluctuations to date in 2022, when compared with the prior periods.
At September 30, 2022, cash and cash equivalents, and restricted cash and cash equivalents were $4.4 million compared to $5.4 million at December 31, 2021. Other investments decreased to $10.2 million from $11.2 million at December 31, 2021 due to the change in the Company’s investment in Oxbridge Acquisition Corp in which the Company has an equity investment measured at fair value.
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FinancialRatios
LossRatio. The loss ratio, which measures underwriting profitability, is the ratio of losses and loss adjustment expenses incurred to net premiums earned. The loss ratio increased to 181.6% and 107.8% for the three and nine months ended September 30, 2022, respectively, compared to 42.7% and 20.9% for the same prior year periods due to the limit losses suffered on two of the Company’s reinsurance contracts as a result of Hurricane Ian, partially offset by a higher denominator in net premiums earned, compared with the prior year.
AcquisitionCost Ratio. The acquisition cost ratio, which measures operational efficiency, compares policy acquisition costs with net premiums earned, decreased marginally to 11.0% for the three months ended September 30, 2022 from 11.1% in third quarter of 2021. For the nine months ended September 30, 2022 the acquisition ratio increased marginally to 11.1% from 11.0% in the prior year.
ExpenseRatio. The expense ratio, which measures operating performance, compares policy acquisition costs and general and administrative expenses with net premiums earned. The expense ratio decreased to 65.7% and 116.6% for the three and nine months ended September 30, 2022, respectively, from 86.8% and 122.9% for the same prior year periods. The decreases are due to a higher denominator in net premiums earned to due premium acceleration, partially offset by increased policy acquisition costs and general and administrative expenses in 2022 compared to the prior year.
Combinedratio. The combined ratio, which is used to measure underwriting performance, is the sum of the loss ratio and the expense ratio. The combined ratio increased to 247.2% and 224.4% for the three and nine months ended September 30, 2022, respectively, from 129.5% and 143.8% for the same prior year periods. The increase is due to the increase in the loss ratio during the third quarter of 2022 as a result of a limit loss suffered under two of the Company’s reinsurance contracts and increased general administrative expenses compared to the prior year.
ConferenceCall
Management will host a conference call later today to discuss these financial results, followed by a question and answer session. President and Chief Executive Officer Jay Madhu and Chief Financial Officer Wrendon Timothy will host the call starting at 4:30 p.m. Eastern time. The live presentation can be accessed by dialing the number below.
Date: November 14, 2022
Time: 4:30 p.m. Eastern time
Listen-only toll-free number: 888-437-3179
Listen-only international number: +1 862-298-0702
Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at 201-493-6311 or media@incommconferencing.com
A replay of the call will be available by telephone after 4:30 p.m. Eastern time on the same day of the call and via the Investor Information section of Oxbridge’s website at www.oxbridgere.com until November 28, 2022.
Toll-free replay number: 877-660-6853
International replay number: +1 201-612-7415
Replay passcode: 13734445
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AboutOxbridge Re Holdings Limited
Oxbridge Re (www.oxbridgere.com) is a Cayman Islands exempted company that was organized in April 2013 to provide reinsurance business solutions primarily to property and casualty insurers in the Gulf Coast region of the United States. Through Oxbridge Re’s licensed reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge RE NS, it writes fully collateralized policies to cover property losses from specified catastrophes. Oxbridge Re specializes in underwriting medium frequency, high severity risks, where it believes sufficient data exists to analyze effectively the risk/return profile of reinsurance contracts and it makes investments that can contribute to the growth of capital and surplus in its licensed reinsurance subsidiaries over time. The company’s ordinary shares and warrants trade on the NASDAQ Capital Market under the symbols “OXBR” and “OXBRW,” respectively.
Forward-LookingStatements
This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on (date), 2022 and the Form 10-Q filed with the SEC on (date), 2022. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.
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OXBRIDGERE HOLDINGS LIMITED AND SUBSIDIARIES
ConsolidatedBalance Sheets
(expressedin thousands of U.S. Dollars, except per share and share amounts)
| At December 31, 2021 | |||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| Assets | |||||
| Equity securities, at fair value (cost: 1,926 and 1,522) | 625 | 577 | |||
| Cash and cash equivalents | 2,181 | 3,527 | |||
| Restricted cash and cash equivalents | 2,179 | 1,891 | |||
| Premiums receivable | 570 | 284 | |||
| Other Investments | 10,187 | 11,173 | |||
| Due from Related Party | 8 | 5 | |||
| Deferred policy acquisition costs | - | 38 | |||
| Operating lease right-of-use assets | 67 | 135 | |||
| Prepayment and other assets | 106 | 50 | |||
| Property and equipment, net | 6 | 9 | |||
| Total assets | 15,929 | 17,689 | |||
| Liabilities and Shareholders’ Equity | |||||
| Liabilities: | |||||
| Losses payable | 1,073 | - | |||
| Notes payable to noteholders | 216 | 216 | |||
| Unearned premiums reserve | - | 350 | |||
| Operating lease liabilities | 67 | 135 | |||
| Accounts payable and other liabilities | 293 | 337 | |||
| Total liabilities | 1,649 | 1,038 | |||
| Shareholders’ equity: | |||||
| Ordinary share capital, (par value 0.001, 50,000,000 shares authorized; 5,781,587 and 5,749,587 shares issued and outstanding) | 6 | 6 | |||
| Additional paid-in capital | 32,451 | 32,355 | |||
| Accumulated Deficit | (18,177 | ) | (15,710 | ) | |
| Total shareholders’ equity | 14,280 | 16,651 | |||
| Total liabilities and shareholders’ equity | 15,929 | 17,689 |
All values are in US Dollars.
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OXBRIDGERE HOLDINGS LIMITED AND SUBSIDIARIES
ConsolidatedStatements of Operations
(Unaudited)
(expressedin thousands of U.S. Dollars, except per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue | ||||||||||||
| Assumed premiums | $ | - | - | 705 | 904 | |||||||
| Premiums ceded | - | - | (60 | ) | - | |||||||
| Change in unearned premiums reserve | 591 | 370 | (241 | ) | (149 | ) | ||||||
| Net premiums earned | 591 | 370 | 995 | 755 | ||||||||
| Net investment and other income | 53 | 25 | 128 | 64 | ||||||||
| Net realized investment gains | - | - | 27 | 755 | ||||||||
| Unrealized gain on other investment | (1,327 | ) | 7,146 | (986 | ) | 7,146 | ||||||
| Change in fair value of equity securities | (13 | ) | (512 | ) | (355 | ) | (566 | ) | ||||
| Total revenue | (696 | ) | 7,029 | (191 | ) | 8,154 | ||||||
| Expenses | ||||||||||||
| Losses and loss adjustment expenses | 1,073 | 158 | 1,073 | 158 | ||||||||
| Policy acquisition costs and underwriting expenses | 65 | 41 | 110 | 83 | ||||||||
| General and administrative expenses | 323 | 280 | 1,050 | 845 | ||||||||
| Total expenses | 1,461 | 479 | 2,233 | 1,086 | ||||||||
| (Loss) Income before income attributable to noteholders | (2,157 | ) | 6,550 | (2,424 | ) | 7,068 | ||||||
| Income attributable to noteholders | - | (24 | ) | (43 | ) | (66 | ) | |||||
| Net (loss) income | $ | (2,157 | ) | 6,526 | (2,467 | ) | 7,002 | |||||
| (Loss) Earnings per share | ||||||||||||
| Basic and Diluted | $ | (0.37 | ) | 1.14 | (0.43 | ) | 1.22 | |||||
| Weighted-average shares outstanding | ||||||||||||
| Basic and Diluted | 5,781,587 | 5,733,587 | 5,771,506 | 5,733,587 | ||||||||
| Performance ratios to net premiums earned: | ||||||||||||
| Loss ratio | 181.6 | % | 42.7 | % | 107.8 | % | 20.9 | % | ||||
| Acquisition cost ratio | 11.0 | % | 11.1 | % | 11.1 | % | 11.0 | % | ||||
| Expense ratio | 65.7 | % | 86.8 | % | 116.6 | % | 122.9 | % | ||||
| Combined ratio | 247.2 | % | 129.5 | % | 224.4 | % | 143.8 | % |
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