OXBRIDGE RE HOLDINGS Ltd 10-Q for FY2021 Q2

OXBRIDGE RE HOLDINGS Ltd (OXBR)

10-Q 2021-08-16 For: 2021-06-30

Added on April 06, 2026

About this 10-Q

OXBRIDGE RE HOLDINGS Ltd filed this 10-Q on August 16, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $805K; up 67.0% from $482K a year earlier
Net income: $448K; up 171.5% from net income of $165K a year earlier
Diluted EPS: $0.08; up 166.7% from $0.03 a year earlier

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Cayman Islands		98-1150254
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 201 42 Edward Street, GeorgetownP.O. Box 469 Grand Cayman, Cayman Islands KY		KY1-9006
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (345) 749-7570

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

PART I – FINANCIAL INFORMATION		Page

Item 1.	Financial Statements	3

	Consolidated Balance Sheets June 30, 2021 (unaudited) and December 31, 2020	3

	Consolidated Statements of Operations Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	4

	Consolidated Statements of Comprehensive Income (Loss) Three and Six Months Ended June 30, 2021and 2020 (unaudited)	5

	Consolidated Statements of Cash Flows Six Months Ended June 30, 2021 and 2020 (unaudited)	6

	Consolidated Statements of Changes in Shareholders’ Equity Three and Six Months Ended June 30, 2021and 2020 (unaudited)	8

	Notes to the Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	38

	Signatures	39

	At June 30, 2021			At December 31, 2020
	(Unaudited)
Assets
Equity securities, at fair value (cost : $1,022 and $965)	$	790			787
Cash and cash equivalents		7,621			5,562
Restricted cash and cash equivalents		345			1,914
Accrued interest and dividend receivable		-			1
Premiums receivable		911			464
Related party note receivable		177			-
Deferred policy acquisition costs		102			45
Operating lease right-of-use assets		179			222
Prepayment and other assets		127			75
Property and equipment, net		8			13
Total assets	$	10,260			9,083

Liabilities and Shareholders’ Equity
Liabilities:
Notes payable to noteholders		216			216
Unearned premiums reserve		930			411
Operating lease liabilities		179			222
Accounts payable and other liabilities		404			209
Total liabilities		1,729			1,058

Shareholders’ equity:
Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 5,733,587 shares issued and outstanding)		6			6
Additional paid-in capital		32,324			32,294
Accumulated Deficit		(23,799	)		(24,275	)
Total shareholders’ equity		8,531			8,025
Total liabilities and shareholders’ equity	$	10,260			9,083

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020

Revenue
Assumed premiums	$	1,014			864			904			864
Change in unearned premiums reserve		(809	)		(729	)		(518	)		(464	)

Net premiums earned		205			135			386			400
Net investment and other income		23			25			38			57
Net realized investment gains		755			320			755			326
Change in fair value of equity securities		(178	)		2			(54	)		(324	)

Total revenue		805			482			1,125			459

Expenses
Policy acquisition costs and underwriting expenses		22			15			42			44
General and administrative expenses		312			282			565			528

Total expenses		334			297			607			572

Income (Loss) before income attributable to noteholders		471			185			518			(113	)

Income attributable to noteholders		(23	)		(20	)		(42	)		(86	)

Net income (loss)	$	448			165			476			(199	)

Earnings (Loss) per share
Basic and Diluted	$	0.08			0.03			0.08			(0.03	)

Weighted-average shares outstanding
Basic and Diluted		5,733,587			5,733,587			5,733,587			5,733,587

OXBRIDGE RE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)

	Ordinary Share Capital				Additional Paid-in		Accumulated			Total Shareholders'
	Shares		Amount		Capital		Deficit			Equity

Balance at December 31, 2019		5,733,587		6		32,262		(24,225	)		8,043
Net loss for the period		-		-		-		(364	)		(364	)
Stock-based compensation		-		-		8		-			8
Balance at March 31, 2020		5,733,587		6		32,270		(24,589	)		7,687
Net income for the period		-		-		-		165			165
Stock-based compensation		-		-		8		-			8
Balance at June 30, 2020		5,733,587		6		32,278		(24,424	)		7,860

Balance at December 31, 2020		5,733,587		6		32,294		(24,275	)		8,025
Net income for the period		-		-		-		28			28
Stock-based compensation		-		-		15		-			15
Balance at March 31, 2021		5,733,587		6		32,309		(24,247	)		8,068
Net income for the period		-						448			448
Stock-based compensation		-				15		-			15
Balance at June 30, 2021		5,733,587		6		32,324		(23,799	)		8,531

Level 1	Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2	Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3	Inputs that are unobservable.

	At June 30,		At December 31,
	2021		2020
	(in thousands)

Cash on deposit	$	3,588	$	2,253
Cash held with custodians		4,033		3,309
Restricted cash held in trust		345		1,914
Total	$	7,966	$	7,476

	Gross		Gross		Gross
	proceeds		Realized		Realized
	from sales		Gains		Losses
	($ in thousands)

Three Months Ended June 30, 2021
Equity securities	$	1,344	$	755	$	-

Six Months Ended June 30, 2021
Equity securities	$	1,346	$	755	$	-

Three Months Ended June 30, 2020
Equity securities	$	1,889	$	320	$	-

Six Months Ended June 30, 2020
Equity securities	$	2,135	$	326	$	-

	Fair Value Measurements Using
	(Level 1)		(Level 2)		(Level 3)		Total
*As of June 30, 2021*	($ in thousands)
Financial Assets:
Cash and cash equivalents	$	7,621	$	-	$	-	$	7,621

Restricted cash and cash equivalents	$	345	$	-	$	-	$	345

Related party note receivable	$	177	$	-	$	-	$	177

Total equity securities		790		-		-		790

Total	$	8,933	$	-	$	-	$	8,933

					Weighted-
			Weighted-		Average
	Number		Average		Remaining	Aggregate
	of		Exercise		Contractual	Intrinsic
	Options		Price		Term	Value

Outstanding at January 1, 2021		540,000	$	3.86
Granted		400,000	$	6.00
Outstanding at March 31, 2021		940,000	$	4.77	7.7 years	$	-
Outstanding at June 30, 2021		940,000	$	4.77	7.5 years	$	-
Exercisable at June 30, 2021		481,250	$	4.50	5.9 years	$	-
Outstanding at January 1, 2020		540,000	$	3.86
Outstanding at March 31, 2020		540,000	$	3.86	7.1 years	$	-
Outstanding at June 30, 2020		540,000	$	3.86	6.9 years	$	-
Exercisable at June 30, 2020		354,375	$	4.78	6.1 years	$	-

	2021

Expected dividend yield		0	%
Expected volatility		31	%
Risk-free interest rate		0.92	%
Expected life (in years)		6.25
Per share grant date fair value of options issued	$	0.32

	For the Six-Month Period		For the Six-Month Period
(in thousands)	Ended June 30, 2021		Ended June 30, 2020
Operating Lease Cost ⁽¹⁾	$	48	$	39

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	48	$	48

(in thousands)	At June 30, 2021			At December 31, 2020
Operating lease right-of-use assets	$	179		$	222

Operating lease liabilities	$	179		$	222

Weighted-average remaining lease term - operating leases		2.14	years		3.10	years

Weighted-average discount rate - operating leases		5.41	%		5.26	%

	·	premiums assumed from reinsurance on property and casualty business;

	·	income from investments; and

	·	losses and loss adjustment expenses;

	·	policy acquisition costs and underwriting expenses; and

	·	general and administrative expenses.

Exhibit No.		Document

31.1		Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

31.2		Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

32		Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350.

101		The following materials from Oxbridge Re Holdings Limited’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Shareholders’ Equity and (vi) the Notes to Consolidated Financial Statements.

	OXBRIDGE RE HOLDINGS LIMITED

Date: August 16, 2021	By:	/s/ JAY MADHU
		Jay Madhu
		Chief Executive Officer and President
		(Principal Executive Officer)

Date: August 16, 2021	By:	/s/ WRENDON TIMOTHY
		Wrendon Timothy
		Chief Financial Officer and Secretary
		(Principal Financial Officer and Principal Accounting Officer)

1.	I have reviewed this Quarterly Report on Form 10-Q of Oxbridge Re Holdings Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.