OXBR 8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
8-K
2020-03-23
For: 2020-03-23
View Original
Added on
April 06, 2026
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
Date of Report (Date of earliest event reported): March 23,
2020
_________________
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Charter)
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Cayman Islands
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001-36346
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98-1150254
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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Suite 201
42 Edward Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
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KY1-9006
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(Address of
Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (345) 749-7570
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______________________________________________________________________________
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
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial
Condition
On
March 23, 2020, Oxbridge Re
Holdings Limited issued a press release announcing its financial
results for the quarter and year
ending December 31,
2019. 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.
Item 9.01 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.
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OXBRIDGE RE HOLDINGS LIMITED |
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Date: March
23,
2020
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By:
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/s/ Wrendon
Timothy
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Wrendon
Timothy
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Chief
Financial Officer and Secretary
(Principal
Financial Officer and Principal Accounting Officer)
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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
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Exhibit No.
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Description
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Press
Release, dated March 23, 2020
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Exhibit 99.1
Company Contact:
Oxbridge
Re Holdings Limited
Jay
Madhu, CEO
345-749-7570
Media contact:
Suzie
Boland
RFB
Communications Group
813-259-0345
Oxbridge Re Holdings Limited Reports Improved Results in
2019
GRAND CAYMAN, Cayman Islands (March 23, 2020) --
Oxbridge
Re Holdings Limited (NASDAQ: OXBR),
a provider of reinsurance solutions primarily to property and
casualty insurers, reported improved financial results and
strengthened financial ratios for the fourth quarter and year ended
December 31, 2019.
2019 HIGHLIGHTS:
●
Performance
positively impacted by no limit losses experienced compared to
prior year
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Lower capital
deployed compared to 2018
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Total expenses
partially reduced due to ongoing cost savings
initiatives
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Key financial
ratios show significant improvement
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Risk management
focus mitigated any impact from Hurricane Dorian
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Book value stands
at $1.40 per common share
●
Sidecar investors
in our Series 2019-1 participating notes on track to earn ~40%
return
“Our
risk management underwriting focus allowed us to remain unaffected
by the devastation caused by Hurricane Dorian during the
year,” said Oxbridge Re Holdings President and Chief
Executive Officer Jay Madhu. “With a cash and restricted cash
position of approximately $8.0 million, our equity currently
translates into a book value per share of $1.40. While the contract
year is not over, our sidecar investors are on track to earn an
attractive return of approximately 40%. We will look to grow that
portion of our business again this upcoming season beginning June
1, 2020. We remain optimistic about the long-term prospects of our
reinsurance business as we continue to evaluate additional
opportunities for growth as well as diversification of
risk.”
Improved Financial Performance
For the
year ended December 31, 2019 the Company incurred a significantly
reduced net loss of $305,000 or $(0.05) per basic and diluted
common share compared with a net loss of $5.7 million or $(1.00)
per basic and diluted common share in 2018. For the three months
ended December 31, 2019 the Company generated net income of $61,000
or $0.01 per basic and diluted common share compared with a net
loss of $6.5 million or $(1.13) per basic and diluted common share
in the fourth quarter of 2018. The significant improvement in
earnings is due to no limit losses being suffered during the year
ended December 31, 2019 when compared with the reinsurance
portfolio that suffered limit losses during the 2018.
1
Net
premiums earned totaled $617,000 in 2019 compared with $2.7 million
for the year ended December 31, 2018. For the fourth quarter of
2019 net premiums earned were $245,000 compared with $1.5 million
in the fourth quarter of the prior year. The decreases were
primarily
due to a significantly lower deployment of capital in 2019 compared
to an acceleration of premium recognition due to limit losses being
incurred on all reinsurance contracts during the fourth quarter of
2018.
For the
year ended December 31, 2019 net investment and other income
totaled $230,000, plus $3,000 of net realized investment gain and a
$25,000 of change in fair value of equity securities compared to
$366,000 of net investment income, partially offset by a $255,000
net realized investment loss and $26,000 of change in fair value of
equity in 2018. Fourth quarter 2019 net investment and other income
totaled $48,000, plus $5,000 of change in fair value of equity
securities compared to $86,000 of net investment income, partially
offset by $48,000 of change in fair value of equity securities in
the fourth quarter of 2018.
Total
expenses, including losses and loss adjustment expenses, policy
acquisition costs and underwriting expenses, general and
administrative expenses reduced in 2019 due to the implementation
of cost savings by the Company, and no losses incurred during 2019
when compared with the reinsurance portfolio that suffered limit
losses during 2018. For the year ended December 31, 2019 total
expenses were $1.1 million compared with $1.3 million in 2018.
Fourth quarter 2019 expenses were $282,000 compared with $10.5
million in the fourth quarter of 2018.
At
December 31, 2019, cash and cash equivalents, and restricted cash
and cash equivalents, totaled $8.0 million compared with $11.3
million at December 31, 2018.
Strengthened Financial Ratios
Loss
ratio, which measures underwriting profitability, is the ratio of
losses and loss adjustment expenses incurred to net premiums and
Industry Loss Warranty Contracts (“ILW”) income earned.
For the year ended December 31, 2019 the loss ratio was 0.0%
compared to a loss ratio of 268.6% during 2018. The loss ratio was
0.0% for the fourth quarter of 2019 compared with 589.3% for the
fourth quarter of 2018. The improvements are due to no loss and
loss adjustment expenses incurred during the quarter and year ended
December 31, 2019 compared with limit losses suffered during
2018.
Acquisition
cost ratio, which measures operational efficiency, compares policy
acquisition costs and other underwriting expenses with net premiums
earned. The acquisition cost ratio for the year ended December 31,
2019 was 10.4% compared with 9.6% for the same period last year.
The increase in acquisition cost ratio was due to the overall
marginally higher weighted-average acquisition costs on reinsurance
contracts in force during 2019 when compared with the prior fiscal
year. The acquisition cost ratio was 9.4% for the fourth quarter of
2019 compared with 11.0% last year. The decrease was a direct
result of a decrease in net premiums earned during the quarter
ended December 31, 2019 compared with the acceleration of premiums
and acquisition costs on contracts with a higher weighted average
acquisition costs, as a result of limit losses suffered in the
quarter ended December 31, 2018.
Expense
ratio, which measures operating performance, compares policy
acquisition costs, other underwriting expenses and general and
administrative expenses with net premiums and ILW income earned.
Expense ratio was 183.3% in 2019 compared with 41.5% for 2018. For
the fourth quarter of 2019 the expense ratio was 115.1% compared
with 27.3% for the fourth quarter of 2018. The increases are due
primarily to a lower denominator in net premiums earned as recorded
in 2019 when compared with the prior fiscal year.
Combined
ratio, which is used to measure underwriting performance, is the
sum of the loss ratio and the expense ratio. If the combined ratio
is at or above 100%, underwriting is not profitable. The combined
ratio was 183.3% in 2019 compared with 310.1% in the prior year.
For the fourth quarter of 2019 the combined ratio totaled 115.1%
compared to 616.5% for the same period last year. The improvements
in combined ratio are primarily due to no losses being suffered
during 2019.
2
Conference Call
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 or by
clicking the webcast link available on the Investor Information
section of the company's website at www.oxbridgere.com.
Date:
Monday, March 23, 2020
Time:
4:30 p.m. Eastern time
Listen-only
toll-free number: 844-602-0380
Listen-only
international number: 862-298-0970
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 Precision IR at 919-481-4000 or [email protected].
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 April
23, 2020.
Toll-free
replay number: 877-481-4010
International
replay number: 919-882-2331
Conference
ID: 33521
About Oxbridge 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. The company's ordinary shares and warrants
trade on the NASDAQ Capital Market under the symbols "OXBR" and "OXBRW," respectively. The
company's ordinary shares are included in the Russell Microcap
Index.
Forward-Looking Statements
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. Some of these risks and
uncertainties are identified in the Company's filings with the SEC.
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.
-Tables to follow-
3
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Balance Sheets
(expressed in thousands of U.S. Dollars, except per share and share
amounts)
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At December 31,
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2019
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2018
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Assets
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Investments:
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Fixed-maturity
securities, available for sale, at fair value (amortized cost of
$991)
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$-
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993
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Equity
securities, at fair value (cost : $715 and $210)
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692
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162
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Total
investments
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692
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1,155
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Cash
and cash equivalents
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5,962
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8,074
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Restricted
cash and cash equivalents
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2,054
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3,225
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Accrued
interest and dividend receivable
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12
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15
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Premiums
receivable
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506
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-
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Deferred
policy acquisition costs
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48
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-
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Operating
lease right-of-use assets
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133
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-
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Prepayment
and other receivables
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79
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74
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Property
and equipment, net
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9
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18
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Total
assets
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$9,495
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12,561
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Liabilities and Shareholders’ Equity
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Liabilities:
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Reserve
for losses and loss adjustment expenses
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$-
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4,108
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Notes
payable
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600
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-
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Unearned
premiums reserve
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440
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-
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Operating
lease liabilities
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133
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-
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Accounts
payable and other liabilities
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279
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139
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Total
liabilities
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1,452
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4,247
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Shareholders’
equity:
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Ordinary
share capital, (par value $0.001, 50,000,000 shares authorized;
5,733,587 shares issued and outstanding)
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6
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6
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Additional
paid-in capital
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32,262
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32,226
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Accumulated
Deficit
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(24,225)
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(23,920)
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Accumulated
other comprehensive income (loss)
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-
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2
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Total
shareholders’ equity
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8,043
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8,314
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Total
liabilities and shareholders’ equity
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$9,495
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12,561
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4
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statements of Operations
(expressed in thousands of U.S. Dollars, except per share and share
amounts)
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Three Months Ended
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Year Ended
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December 31,
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December 31,
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2019
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2018
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2019
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2018
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Revenue
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Assumed
premiums
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$(59)
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(266)
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$1,057
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2,361
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Change
in loss experience refund payable
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-
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-
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-
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(225)
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Change
in unearned premiums reserve
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304
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1,740
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(440)
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592
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Net
premiums earned
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245
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1,474
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617
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2,728
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Net
income from derivative instruments
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-
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224
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-
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997
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Net
investment and other income
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48
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86
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230
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366
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Net
realized investment losses
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-
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(18)
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3
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(255)
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Change
in fair value of equity securities
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5
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(48)
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25
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(26)
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Net
gain (loss) on commutation
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106
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-
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106
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(8)
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Total
revenue
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404
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1,718
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981
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3,802
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Expenses
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Losses
and loss adjustment expenses
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-
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10,006
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-
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10,006
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Policy
acquisition costs and underwriting expenses
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23
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162
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64
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263
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General
and administrative expenses
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259
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301
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1,067
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1,282
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Total
expenses
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282
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10,469
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1,131
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11,551
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Loss
before (income) loss attributable to noteholders
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122
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(8,751)
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(150)
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(7,749)
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(Income)
loss attributable to noteholders
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(61)
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2,296
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(155)
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2,000
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Net
income
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61
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(6,455)
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$(305)
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(5,749)
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Earnings per share
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Basic
and Diluted
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$0.01
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(1.13)
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$(0.05)
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(1.00)
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Diluted
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$0.01
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(1.13)
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$(0.05)
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(1.00)
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Dividends paid per share
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$-
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-
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$-
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-
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Performance ratios to net premiums earned:
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Loss
ratio
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0.0%
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589.3%
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0.0%
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268.6%
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Acquisition
cost ratio
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9.4%
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11.0%
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10.4%
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9.6%
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Expense
ratio
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115.1%
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27.3%
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183.3%
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41.5%
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Combined
ratio
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115.1%
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616.5%
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183.3%
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310.1%
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5