OXBR 8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
8-K
2020-11-10
For: 2020-11-10
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): November 10,
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
(Address
of Principal Executive Office)
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KY1-9006
(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
November 10, 2020, Oxbridge Re
Holdings Limited issued a press release announcing its financial
results for the quarter and nine
months ending September 30, 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:
November 10, 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 November 10, 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 Third Quarter 2020
Results
GRAND CAYMAN, Cayman Islands (November 10, 2020) --
Oxbridge
Re Holdings Limited (NASDAQ: OXBR),
a provider of reinsurance solutions primarily to property and
casualty insurers, reported its results for the three and nine
months ended September 30, 2020.
NINE MONTHS 2020 HIGHLIGHTS:
●
Improved results
due to higher net premiums earned
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Premium income
rises on normalized recognition in current year
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No losses incurred
to date in 2020
●
G&A expenses
continue to decline due to cost savings initiatives
●
Sidecar investors
in Series 2019-1 participating notes earned a 36%
return
“We
continued to perform well through the first nine months of 2020.
Our business model remains resilient and unaffected by the COVID-19
pandemic, and we are optimistic about the long-term prospects of
our core reinsurance business as well as the opportunities for our
side car,” said Oxbridge Re Holdings President and Chief
Executive Officer Jay Madhu. “Looking ahead, we continue to
be prudent in our capital deployment as well as evaluate additional
opportunities for growth and diversification of
risk.”
Financial Performance
For the
three months ended September 30, 2020 the Company generated a net
loss of $33,000 or $(0.01) per basic and diluted common share
compared with a net loss of $15,000 or $(0.00) per basic and
diluted common share in the third quarter of 2019. For the nine
months ended September 30, 2020 the Company incurred a reduced net
loss of $232,000 or ($0.04) per basic and diluted common share
compared with a net loss of $366,000 or $(0.06) per basic and
diluted common share in the same period last year. The improvement
through the first nine months of 2020 was due primarily to higher
net premiums earned in the current year.
Net premiums earned for the three months ended September 30, 2020
decreased marginally to $247,000 from $279,000 in the prior year
due to lower capital deployed in the current year. For the first
nine months of 2020 net premiums earned increased to $646,000 from
$372,000 in the prior year. The increase for the nine months ended
September 30, 2020 was due to only one month premium being
recognized through the first nine months of the prior year as a
result of previous accelerated premium recognition compared to
normal premium recognition in 2020.
Total
expenses, including policy acquisition costs and underwriting
expenses and general and administrative expenses were $266,000 in
the third quarter of 2020 compared to $295,000 in the third quarter
of 2019. For the first nine months of 2020 total expenses were
$838,000, down from $849,000 last year.
Policy
acquisition costs decreased during the quarter due to lower net
premiums earned during the current quarter, when compared with same
period prior year. Policy acquisition
costs increased during the first nine months of 2020 due to the
normal recognition of policy acquisition costs during the current
period, when compared with lower 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 continued to decline for the three
and nine months ended September 30, 2020 compared to the prior year
due to ongoing cost savings initiatives implemented by the
Company.
At
September 30, 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 and nine months ended September 30, 2020 the
loss ratio was 0.0%
due to no loss and loss adjustment expenses
incurred to date.
Acquisition
cost ratio, which measures operational efficiency, compares policy
acquisition costs and other underwriting expenses with net premiums
earned. The acquisition cost ratios for the three and nine months
ended September 30, 2020 were 10.9% and 11.0%, respectively,
compared to 11.1% and 11.0% in the same periods in 2019. The
decrease in the third quarter was due to marginally lower
weighted-average acquisition costs on reinsurance contracts in
force for the three months ended September 30, 2020 compared with
the same period in 2019. The acquisition cost ratio remained
unchanged at 11.0% for the nine-month period ended September 30,
2020 and 2019.
Expense
ratio, which measures operating performance, compares policy
acquisition costs, other underwriting expenses and general and
administrative expenses with net premiums earned. The expense
ratios for the three and nine months ended September 30, 2020 were
107.7% and 129.7%, respectively, compared to 105.7% and 228.2%,
respectively, for the same periods in 2019. The increase in the
third quarter is due primarily to a lower denominator in net
premiums earned as recorded during the three-month period ended
September 30, 2020, when compared with the three-month period ended
September 30, 2019. The decrease through the first nine months of
2020 was due to the reduced general and administrative expenses in
the current year and a higher denominator in net premiums earned as
recorded to date in 2020, when compared with the same periods in
2019.
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 for the three and nine months ended September 30, 2020 were
107.7% and 129.7%, respectively, compared to 105.7% and 228.2%,
respectively, in 2019. The improvement in the first nine months of
2020 is due to a higher denominator in net premiums earned and
reduced total expenses in 2020 compared with the prior
year.
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:
November 10, 2020
Time:
4:30 p.m. Eastern time
Listen-only
toll-free number: 877-876-9173
Listen-only
international number: 785-424-1667
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 Issuer Direct 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 December 10, 2020.
Toll-free
replay number: 877-481-4010
International
replay number: 919-882-2331
Conference
ID: 38451
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.
On
March 11, 2020, the World Health Organization characterized the
outbreak of COVID-19 as a global pandemic. The pandemic has had and is expected to continue
to have a significant effect on the reinsurance industry. The
industry is currently being impacted by a number of factors
including: uncertainties with respect to current and future losses,
reduction in interest rates, equity market volatility and ongoing
business and financial market impacts of an economic downturn. The
insurance industry is likely to experience material losses
resulting from COVID-19, which will reduce available capital
and we expect will help to sustain the upward pricing trend for
reinsurers that we were seeing across many lines of business
before COVID-19. However, the ultimate impact on current
business in force as well as risks and potential opportunities on
future business remains highly uncertain.
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 September 30,
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 of $1,001 and $715 respectively)
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$635
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692
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Cash
and cash equivalents
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5,686
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5,962
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Restricted
cash and cash equivalents
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1,693
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2,054
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Accrued
interest and dividend receivable
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1
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12
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Premiums
receivable
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692
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506
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Deferred
policy acquisition costs
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72
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48
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Operating
lease right-of-use assets
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242
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133
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Prepayment
and other assets
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69
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79
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Property
and equipment, net
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16
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9
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Total
assets
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$9,106
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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
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$216
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600
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Unearned
premiums reserve
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658
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440
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Operating
lease liabilities
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243
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133
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Accounts
payable and other liabilities
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154
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279
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Total
liabilities
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1,271
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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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32,286
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32,262
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Accumulated
Deficit
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(24,457)
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(24,225)
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Total
shareholders’ equity
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7,835
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8,043
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Total
liabilities and shareholders’ equity
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$9,106
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9,495
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OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
(expressed in thousands of U.S. Dollars, except per share
amounts)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2020
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2019
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2020
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2019
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(unaudited)
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(unaudited)
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Revenue
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Assumed
premiums
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$-
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-
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864
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1,116
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Change
in unearned premiums reserve
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247
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279
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(218)
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(744)
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Net
premiums earned
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247
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279
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646
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372
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Net
investment and other income
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32
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54
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90
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182
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Net
realized investment (losses)/gains
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(2)
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-
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325
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3
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Change
in fair value of equity securities
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(18)
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17
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(343)
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20
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Total
revenue
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259
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350
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718
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577
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Expenses
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Policy
acquisition costs and underwriting expenses
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27
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31
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71
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41
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General
and administrative expenses
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239
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264
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767
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808
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Total
expenses
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266
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295
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838
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849
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(Loss)
Income before income attributable to noteholders
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$(7)
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55
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(120)
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(272)
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Income
attributable to noteholders
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(26)
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(70)
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(112)
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(94)
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Net
loss
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$(33)
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(15)
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(232)
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(366)
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Loss per share
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Basic
and Diluted
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$(0.01)
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(0.00)
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(0.04)
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(0.06)
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