OXBR 8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
8-K
2021-08-16
For: 2021-08-16
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): August 16,
2021
_________________
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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class:
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Trading symbol
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Name of each exchange on which registered
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Ordinary Shares (par value $0.001)
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OXBR
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The Nasdaq Stock Market LLC
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Warrants to Purchase Ordinary Shares
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OXBRW
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The Nasdaq Stock Market LLC(The Nasdaq Capital Market)
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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.
[__]
Item 2.02 Results of Operations and Financial
Condition
On
August 16, 2021, Oxbridge Re
Holdings Limited issued a press release announcing its financial
results for the quarter and six months
ending June 30, 2021. 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: August 16,
2021
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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
Accounting Officer and
Principal Financial
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 August 16, 2021
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Exhibit 99.1
GRAND CAYMAN, CAYMAN ISLANDS / ACCESSWIRE / August 16, 2021
/ Oxbridge
Re Holdings Limited (NASDAQ:OXBR),
(the "Company"), a provider of reinsurance solutions primarily to
property and casualty insurers, reported improved results for the
three and six months ended June 30, 2021.
2021 HIGHLIGHTS:
●
Net income of
$448,000 in second quarter, up from $165,000 last year
●
Q2 premium income
rises on higher rates on reinsurance contracts
●
No losses incurred
to date in 2021 or in 2020
●
Sidecar investors
in Series 2021-1 participating notes paid ~19% return to
date
●
Oxbridge
Acquisition Corp. listed on August 12, 2021 to invest in disruptive
technology markets, with a particular focus on insurtech,
blockchain and artificial intelligence sectors.
"We
were pleased to generate further improved performance through the
second quarter and first six months of 2021 with higher revenues,
increased net income, and strengthened financial and operating
ratios," said Oxbridge Re Holdings President and Chief Executive
Officer Jay Madhu. "Looking ahead, we remain highly optimistic
about the long-term prospects of our reinsurance business and for
our investment in the recently listed special purpose acquisition
company Oxbridge Acquisition Corp."
"We
were also pleased that our sidecar investors were paid a 19% return
to date and we anticipate growing this portion of the business
going forward," Mr. Madhu concluded.
Financial Performance
For the
three months ended June 30, 2021 the Company generated net income
of $448,000 or $0.08 per basic and diluted common share compared
with $165,000 or $0.03 per basic and diluted common share in the
second quarter of 2020. For the six months ended June 30, 2021 net
income was $476,000 or $0.08 per basic and diluted common share
compared with a net loss of $(199,000) or $(0.03) per basic and
diluted common share in the same period last year. The improved
results were primarily due to significant net realized gains on
investments earned through the first six months of
2021.
Net
premiums earned for the three months ended June 30, 2021 increased
to $205,000 from $135,000 in the prior year due to higher rates on
reinsurance contracts during the second quarter of 2021. For the
first six months of 2021 net premiums earned decreased marginally
to $386,000 from $400,000 in the prior year. The small decrease is
due to premium adjustments recognized through the first six months
of 2021.
Total
expenses, including policy acquisition costs and general and
administrative expenses were $334,000 in the second quarter of 2021
compared to $297,000 in the second quarter of 2020. Policy
acquisition costs increased in the first quarter of 2021 due to
higher rates on reinsurance contracts compared to last year. For
the first six months of 2021 total expenses were $607,000 compared
to $572,000 last year. Policy acquisition costs decreased in the
six months ended June 30, 2021 due to premium adjustments recorded
and related adjustments to policy acquisition costs. General and
administrative expenses have increased marginally in 2021 due to
expense fluctuations.
At June
30, 2021, cash and cash equivalents, and restricted cash and cash
equivalents, totaled $8.0 million compared with $7.5 million at
December 31, 2020. Restricted cash and cash equivalents decreased
at June 30, 2021 due to the withdrawal of the majority of
collateral deposits on the expiry of contracts in
2021.
Solid 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 six months ended June 30, 2021 and 2020
the loss ratio was 0.0% due to no loss and loss adjustment expenses
incurred to date in either year.
Acquisition
cost ratio, which measures operational efficiency, compares policy
acquisition costs with net premiums earned. The acquisition cost
ratio decreased to 10.7% for the three months ended June 30, 2021
from 11.1% last year. The decrease is due to the marginally lower
weighted-average acquisition costs on reinsurance contracts in
force during the second quarter of 2021 compared to the prior year.
For the six months ended June 30, 2021 the acquisition cost ratio
decreased to 10.9% from 11.0% last year due to the marginally lower
weighted-average acquisition costs on reinsurance contracts in
force to date in 2021 compared with last year
Expense
ratio, which measures operating performance, compares policy
acquisition costs and general and administrative expenses with net
premiums earned. The expense ratio decreased to 162.9% for the
three-month period ended June 30, 2021 from 220% last year due to a
higher denominator in net premiums earned as a result of higher
rates on reinsurance contracts in force during the second quarter
of 2021 compared with last year. For the six months ended June 30,
2021 the expense ratio increased to 157.3% from 143.0% in the prior
year period due to higher general and administrative expenses
incurred to date in 2021.
Combined
ratio, which is used to measure underwriting performance, is the
sum of the loss ratio and the expense ratio. The combined ratio
decreased to 162.9% for the three-month period ended June 30, 2021
from 220% in the prior year due to higher a denominator in net
premiums earned as a result of higher rates on reinsurance
contracts in force. For the six months ended June 30, 2021 the
combined ratio increased to 157.3% from 143.0% in 2020 due to
higher general and administrative expenses incurred year to date in
2021
Subsequent Event
On
August 16, 2021, Oxbridge Acquisition Corp. ("Oxbridge
Acquisition"), a Cayman Islands special purpose acquisition company
in which the Company has an indirect investment through its
wholly-owned licensed reinsurance subsidiary Oxbridge Reinsurance
Limited ("OXRE"), announced the closing of an initial public
offering of units ("Units"). In the initial public offering,
Oxbridge Acquisition sold an aggregate of 11,500,000 Units at a
price of $10.00 per unit, resulting in total gross proceeds of
$115,000,000. Each Unit consisted of one Class A ordinary share and
one redeemable warrant, with each warrant entitling the holder
thereof to purchase one Class A ordinary share of Oxbridge
Acquisition at a price of $11.50 per share.
The
initial public offering of Oxbridge Acquisition was sponsored by
OAC Sponsor Ltd. ("Sponsor"). In connection with Oxbridge
Acquisition's initial public offering, Sponsor purchased from
Oxbridge Acquisition, simultaneous with the closing of the initial
public offering, an aggregate of 4,897,500 warrants at a price of
$1.00 per warrant ($4,897,500 in the aggregate) in a private
placement (the "Private Placement Warrants"). Each Private
Placement Warrant is exercisable to purchase one Class A ordinary
share of Oxbridge Acquisition at $11.50 per share. In addition,
Sponsor holds 2,875,000 shares of the Class B ordinary shares of
Oxbridge Acquisition, representing 20% of the outstanding shares of
Oxbridge Acquisition (the "Class B Shares").
In
connection with the organization of Sponsor, OXRE placed
approximately 34.7% of the risk capital and owns approximately
49.6% and 63.1% of the ordinary shares and preferred shares,
respectively, of the Sponsor (the "Sponsor Equity Interest"). The
Company's executive officers and Oxbridge Acquisition's directors
collectively own an approximately 29% and 24% of the ordinary
shares and preferred shares, respectively, in Sponsor, and Oxbridge
Acquisition's executive officers will be Oxbridge Acquisition's
management team. The preferred shares of Sponsor are nonvoting
shares and generally entitle the holders thereof to receive the net
proceeds, if any, received by Sponsor from the sale, exchange, or
disposition of the Private Placement Warrants (as defined below) or
the shares issuable upon the exercise thereof, and the ordinary
shares of Sponsor (which are voting shares in Sponsor) will
generally be equivalent to the value of the Class B Shares of
Oxbridge Acquisition held by Sponsor.
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:
August 16, 2021
Time:
4.30 p.m. Eastern time
Toll-free
number: 844-407-9500
International
number: 862-298-0850
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 September 16, 2021.
Toll-free
replay number: 877-481-4010
International
replay number: 919-882-2331
Conference
ID: 42371
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 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-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, 2021, 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.
Company Contact:
Oxbridge
Re Holdings Limited
Jay
Madhu, CEO
345-749-7570
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 June 30,
2021
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At December 31,
2020
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(Unaudited)
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Assets
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Equity securities,
at fair value (cost: $1,022 and $965)
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$790
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787
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Cash
and cash equivalents
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7,621
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5,562
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Restricted
cash and cash equivalents
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345
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1,914
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Accrued
interest and dividend receivable
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-
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1
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Premiums
receivable
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911
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464
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Related
party note receivable
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177
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-
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Deferred
policy acquisition costs
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102
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45
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Operating
lease right-of-use assets
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179
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222
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Prepayment
and other assets
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127
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75
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Property
and equipment, net
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8
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13
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Total
assets
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$10,260
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9,083
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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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216
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216
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Unearned
premiums reserve
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930
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411
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Operating
lease liabilities
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179
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222
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Accounts
payable and other liabilities
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404
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209
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Total
liabilities
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1,729
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1,058
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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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32,324
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32,294
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Accumulated
Deficit
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(23,799)
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(24,275)
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Total
shareholders' equity
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8,531
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8,025
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Total
liabilities and shareholders' equity
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$10,260
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9,083
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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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Six Months Ended
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June 30,
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June 30,
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2021
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2020
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2021
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2020
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Revenue
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Assumed
premiums
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$1,014
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864
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904
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864
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Change
in unearned premiums reserve
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(809)
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(729)
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(518)
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(464)
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Net
premiums earned
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205
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135
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386
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400
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Net
investment and other income
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23
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25
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38
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57
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Net
realized investment gains
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755
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320
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755
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326
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Change
in fair value of equity securities
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(178)
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2
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(54)
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(324)
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Total
revenue
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805
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482
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1,125
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459
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Expenses
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Policy
acquisition costs and underwriting expenses
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22
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15
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42
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44
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General
and administrative expenses
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312
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282
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565
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528
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Total
expenses
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334
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297
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607
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572
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Income
(Loss) before income attributable to noteholders
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471
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185
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518
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(113)
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Income
attributable to noteholders
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(23)
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(20)
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(42)
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(86)
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Net
income (loss)
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$448
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165
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476
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(199)
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Earnings (Loss) per share
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Basic
and Diluted
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$0.08
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0.03
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0.08
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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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5,733,587
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5,733,587
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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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0.0%
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0.0%
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0.0%
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Acquisition
cost ratio
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10.7%
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11.1%
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10.9%
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11.0%
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Expense
ratio
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162.9%
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220.0%
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157.3%
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143.0%
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Combined
ratio
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162.9%
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220.0%
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157.3%
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143.0%
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SOURCE: Oxbridge Re Holdings Limited