OXBR 8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
8-K
2020-05-14
For: 2020-05-14
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): May 14,
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
May 14, 2020, Oxbridge Re
Holdings Limited issued a press release announcing its financial
results for the quarter ending
March 31, 2020. 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: May 14,
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 May 14, 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 First Quarter 2020
Results
GRAND CAYMAN, Cayman Islands (May 14, 2020) -- Oxbridge
Re Holdings Limited (NASDAQ: OXBR),
a provider of reinsurance solutions primarily to property and
casualty insurers, reported performance for the three months ended
March 31, 2020.
FIRST QUARTER 2020 HIGHLIGHTS:
●
Operating
performance not affected by COVID-19 pandemic
●
Unrealized losses
on securities due to depressed financial markets
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No underwriting
losses incurred in first quarter 2020
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G&A expenses
continue to decline due to cost savings initiatives
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Book value stands
at $1.34 per common share
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Sidecar investors
in Series 2019-1 participating notes on track to earn ~36%
return
“Our
results in the first quarter were negatively impacted by the
unrealized reduction in the value of our equity securities
portfolio due to depressed financial markets. However, from an
operational and underwriting perspective, we are not exposed to the
pandemic, and we are maintaining our focus on growing our core
reinsurance business in our target markets,” said Oxbridge Re
Holdings President and Chief Executive Officer Jay Madhu.
“With a solid balance sheet, our equity currently translates
into a book value per share of $1.34. In addition, our sidecar
investors are on track to earn an attractive return of
approximately 36%, and we are looking to grow this portion of our
business in the new treaty year 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.”
Financial Performance
For the
three months ended March 31, 2020 the Company incurred a net loss
of $364,000 or $(0.06) per basic and diluted common share compared
with a net loss of $147,000 or $(0.03) per basic and diluted common
share in the first quarter of 2019. The increase in net loss in the
first quarter of 2020 is primarily due to a reduction in the fair
value of equity securities of $326,000 due to depressed markets
resulting from the COVID-19 pandemic compared to an increase in
value of $51,000 last year.
Net premiums earned totaled $264,000 for the three months ended
March 31, 2020 compared with no net premiums earned in the prior
year’s first quarter. The
increase is wholly due to the previous acceleration of premium
recognition due to full limit losses being incurred on all
reinsurance contracts during the quarter ended March 31, 2019, when
compared to the normal recognition of premium during current
period.
1
For the
three months ended March 31, 2020, net investment and other income
totaled $33,000, with $6,000 of net realized investment gain and a
$326,000 negative change in fair value of equity securities
compared to $63,000 of net investment and other income, $3,000 in
net realized investment gains, and $51,000 increase in fair value
of equity in the first quarter of 2019.
Total
expenses, including policy acquisition costs and underwriting
expenses and general and administrative expenses were $275,000 in
the first quarter of 2020 compared to $264,000 in the first quarter
of 2019. Policy acquisition costs increased wholly due to the normal recognition of
policy acquisition costs during the current period, when compared
with no recognition in the prior year period due to the previous
acceleration of such costs upon suffering limit losses on
reinsurance contracts. General and administrative costs declined in
the first quarter of 2020 due to further cost savings initiatives
implemented by the Company.
At
March 31, 2020, cash and cash equivalents, and restricted cash and
cash equivalents, totaled $7.4 million compared with $8.0 million at
December 31, 2019.
Financial Ratios
Loss
ratio, which measures underwriting profitability, is the ratio of
losses and loss adjustment expenses incurred to net premiums
earned. For the three months ended March 31, 2020 and 2019 the loss
ratio was 0.0% due to no loss and loss adjustment expenses incurred
during the quarters.
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 three months ended March
31, 2020 increased to 11% compared to 0% for the first quarter of
2019. The increase is due to no acquisition costs incurred during
three-month period ended March 31, 2019, when compared with the
current quarter.
Expense
ratio, which measures operating performance, compares policy
acquisition costs, other underwriting expenses and general and
administrative expenses with net premiums earned. The expense ratio
was 104.2% in the first quarter of 2020 compared with 0% in the
prior year’s first quarter. The increase is wholly due to a
denominator of $0 in net premiums earned as recorded during the
three-month period ended March 31, 2019, when compared with the
three-month period ended March 31, 2020.
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 104.2% for the three months ended March 31, 2020 compared
with 0% in the first quarter of the prior year. The increase is
wholly due to a denominator of $0 in net premiums earned for the
three-months ended March 31, 2019 when compared with the
three-months ended March 31, 2020.
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, May 14, 2020
Time:
4:30 p.m. Eastern time
Listen-only
toll-free number: 844-369-8770
Listen-only
international number: 862-298-0840
2
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 June 13, 2020.
Toll-free
replay number: 877-481-4010
International
replay number: 919-882-2331
Conference
ID: 34741
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
March 31,
2020
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At
December 31,
2019
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(Unaudited)
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Assets
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Equity securities,
at fair value (cost: $1,321 and $715, respectively)
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$972
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692
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Cash
and cash equivalents
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5,068
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5,962
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Restricted
cash and cash equivalents
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2,343
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2,054
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Accrued
interest and dividend receivable
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4
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12
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Premiums
receivable
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227
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506
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Deferred
policy acquisition costs
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19
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48
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Operating
lease right-of-use asset
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284
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133
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Prepayment
and other assets
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123
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79
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Property
and equipment, net
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8
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9
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Total
assets
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$9,048
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9,495
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Liabilities and Shareholders’ Equity
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Liabilities:
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Notes
payable to noteholders
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$600
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600
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Unearned
premiums reserve
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176
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440
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Operating
lease liabilities
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284
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133
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Accounts
payable and other liabilities
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301
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279
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Total
liabilities
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1,361
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1,452
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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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32,270
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32,262
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Accumulated
Deficit
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(24,589)
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(24,225)
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Total
shareholders’ equity
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7,687
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8,043
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Total
liabilities and shareholders’ equity
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$9,048
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9,495
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4
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Consolidated Statements of Income (unaudited)
(expressed in thousands of U.S. Dollars, except per share and share
amounts)
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Three
Months Ended
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March
31,
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2020
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2019
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Revenue
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Net
premiums earned
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$264
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-
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Net
investment income
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33
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63
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Net
realized investment gains
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6
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3
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Change
in fair value of equity securities
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(326)
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51
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Total
revenue
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(23)
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117
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Expenses
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Policy
acquisition costs and underwriting expenses
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29
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-
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General
and administrative expenses
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246
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264
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Total
expenses
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275
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264
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Loss
before income attributable to noteholders
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$(298)
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(147)
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Income
attributable to noteholders
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(66)
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-
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Net
loss
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$(364)
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(147)
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Basic loss per share
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$(0.06)
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(0.03)
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Diluted loss per share
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$(0.06)
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(0.03)
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Weighted-average shares outstanding
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Basic
and Diluted
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5,733,587
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5,733,587
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Dividends paid per share
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$-
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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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0%*
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Acquisition
cost ratio
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11.0%
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0%*
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Expense
ratio
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104.2%
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0%*
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Combined
ratio
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104.2%
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0%*
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*Ratios reflected as 0.0% due to no "net premiums earned" during
the period.
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