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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 15, 2022

 

 

 

OXBRIDGE RE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-36346   98-1150254
(State or Other Jurisdiction of Incorporation)  

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

Suite 201,

42 Edward Street, Georgetown P.O. Box 469

Grand Cayman, Cayman Islands

(Address of Principal Executive Office)

 

KY1-9006

(Zip Code)

 

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

 

 

 

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:

 

Title of each class:   Trading symbol   Name of each exchange on which registered
Ordinary Shares (par value $0.001)   OXBR   The Nasdaq Stock Market LLC
Warrants to Purchase Ordinary Shares   OXBRW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

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 15, 2022, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter and six months ending June 30, 2022. 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.

 

  OXBRIDGE RE HOLDINGS LIMITED
   
  /s/ Wrendon Timothy
Date: August 15, 2022 Wrendon Timothy
  Chief Financial Officer and Secretary
  (Principal Accounting Officer and
  Principal Financial Officer)

 

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

 

Exhibit No.   Description
99.1   Press Release, dated August 15, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Oxbridge Re Holdings Limited Reports Second Quarter 2022 Results

 

GRAND CAYMAN, Cayman Islands (August 15, 2022) — Oxbridge Re Holdings Limited (NASDAQ: OXBR), (the “Company”), a provider of reinsurance solutions primarily to property and casualty insurers, reported its results for the three and six months ended June 30, 2022.

 

Financial Performance

 

For the three months ended June 30, 2022 the Company generated net income of $77,000 or $0.01 per basic and diluted common share compared net income of $448,000 or $0.08 per basic and diluted common share in the second quarter of 2021. For the six months ended June 30, 2022 the Company incurred a net loss of $310,000 ($0.05 per share) compared to net income of $476,000 ($0.08 per common share) in the first six months of the prior year. The declines are due primarily to the negative change in fair value of equity securities and decreased net realized investment gain during the quarter and six months ended June 30, 2022 when compared with the prior periods.

 

Net premiums earned for the three months ended June 30, 2022 decreased marginally to $194,000 from $205,000 in the same prior year period. For the six months ended June 30, 2022 net premiums earned increased to $404,000 from $386,000 in the prior year. The increase is due to a higher weighted average rate on reinsurance contracts in force during the first six months of 2022.

 

Total expenses, including policy acquisition costs and general and administrative expenses, were $410,000 and $772,000 for the three and six months ended June 30, 2022, respectively, compared to $334,000 and $607,000, respectively, for the same periods in the prior year. The increases are due primarily to increased personnel and higher general and administrative expenses due to inflationary and other fluctuations.

 

At June 30, 2022, cash and cash equivalents, and restricted cash and cash equivalents, were $4.6 million compared to from $5.4 million at December 31, 2021.

 

1

 

Total investments increased $61 thousand in the first six months of 2022 primarily due to the net purchase of equity securities in the period. Other investments increased $341,000 due to the fair value change in the Company’s investment in Oxbridge Acquisition Corp in which the Company has an equity investment measured at fair value.

 

Solid Financial Ratios

 

Loss Ratio. The 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, 2022 the loss ratio was 0%, consistent with the prior-year as there were no loss or loss adjustment expenses in either period.

 

Acquisition Cost Ratio. The acquisition cost ratio, which measures operational efficiency, compares policy acquisition costs with net premiums earned, increased marginally to 10.8% for the three months ended June 30, 2022 compared to 10.7% in second quarter of 2021. For the six months ended June 30, 2022 and 2021 the expense ratio was stable at 10.9%

 

Expense Ratio. The expense ratio, which measures operating performance, compares policy acquisition costs and general and administrative expenses with net premiums earned. The expense ratio increased to 211.3% for the three months ended June 30, 2022 from 162.9% in the second quarter of 2021. For the six months ended June 30, 2022 the expense ratio increased to 191.1% from 157.3% in the prior year. The increases are due primarily to higher personnel costs and other expenses in 2022.

 

Combined ratio. The combined ratio, which is used to measure underwriting performance, is the sum of the loss ratio and the expense ratio. The combined ratio increased to 211.3% and 191.1% for the three and six months ended June 30, 2022, respectively, from 162.9% and 157.3%, respectively, in the comparable prior year periods. The increases are due primarily to higher personnel costs and other expenses in 2022.

 

Management Commentary

 

“We continue to perform well in 2022 despite the current economic uncertainty and continuing volatility and significant declines in global capital markets,” commented Oxbridge Re Holdings President and Chief Executive Officer Jay Madhu. “Looking ahead we remain highly optimistic about the long-term prospects for our core business, our investment in Oxbridge Acquisition Corp. which is progressing well, and currently, with the markets improving, what appears to be a comeback with our modest investment portfolio.”

 

 

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.

 

Date: August 15, 2022

Time: 4.30 p.m. Eastern time

Toll-free number: 877-524-8416

International number: +1 412-902-1028

 

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 InComm Conferencing at 201-493-6311 or media@incommconferencing.com

 

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 August 29, 2022.

 

Toll-free replay number: 877-660-6853

International replay number: +1 201-612-7415

Replay passcode: 13732282

 

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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, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release or during the earnings call that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following: our significant indirect investment in Oxbridge Acquisition Corp., a blank check company commonly referred to as a special purpose acquisition company , whereby we will suffer the loss of all of our investment if Oxbridge Acquisition Corp. does not complete an acquisition by November 16, 2022 (subject to an extension through to May 16, 2023; our use of fair value accounting of our indirect investment in Oxbridge Acquisition Corp. which would result in income statement volatility if a business combination is not completed; and the other important factors discussed under the caption “Risk Factors” in our Form 10-K filed with the U.S. Securities and Exchange Commission on March 30, 2022, as may be updated from time to time in subsequent filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Company Contact:

 

Oxbridge Re Holdings Limited

Jay Madhu, CEO

345-749-7570

jmadhu@oxbridgere.com

 

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OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Balance Sheets

(expressed in thousands of U.S. Dollars, except per share and share amounts)

 

    At June 30, 2022     At December 31, 2021  
    (Unaudited)        
Assets                
Investments:                
Equity securities, at fair value (cost: $1,730 and $1,522)   $ 638       577  
Cash and cash equivalents     2,393       3,527  
Restricted cash and cash equivalents     2,174       1,891  
Premiums receivable     569       284  
Other Investments     11,514       11,173  
Due from Related Party     65       5  
Deferred policy acquisition costs     65       38  
Operating lease right-of-use assets     90       135  
Prepayment and other assets     156       50  
Property and equipment, net     7       9  
Total assets   $ 17,671       17,689  
                 
Liabilities and Shareholders’ Equity                
Liabilities:                
Notes payable to noteholders     216       216  
Unearned premiums reserve     591       350  
Operating lease liabilities     90       135  
Accounts payable and other liabilities     369       337  
Total liabilities     1,266       1,038  
                 
Shareholders’ equity:                
Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 5,781,587 and 5,749,587 shares issued and outstanding)     6       6  
Additional paid-in capital     32,429       32,355  
Accumulated Deficit     (16,030 )     (15,710 )
Total shareholders’ equity     16,405       16,651  
Total liabilities and shareholders’ equity   $ 17,671       17,689  

 

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OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY

Consolidated Statements of Income (unaudited)

(expressed in thousands of U.S. Dollars, except per share and share amounts)

 

    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2022     2021     2022     2021  
                         
Revenue                                
Assumed premiums   $ 669       1,014       705       904  
Premiums ceded     (24 )             (60 )        
Change in unearned premiums reserve     (451 )     (809 )     (241 )     (518 )
                                 
Net premiums earned     194       205       404       386  
Net investment and other income     41       23       75       38  
Net realized investment gains     19       755       27       755  
Unrealized gain on other investment     571       -       341       -  
Change in fair value of equity securities     (322 )     (178 )     (342 )     (54 )
                                 
Total revenue     503       805       505       1,125  
                                 
Expenses                                
Policy acquisition costs and underwriting expenses     21       22       44       42  
General and administrative expenses     389       312       728       565  
                                 
Total expenses     410       334       772       607  
                                 
Income (Loss) before income attributable to noteholders     93       471       (267 )     518  
                                 
Income attributable to noteholders     (16 )     (23 )     (43 )     (42 )
                                 
Net income (loss)   $ 77       448       (310 )     476  
                                 
Earnings (Loss) per share                                
Basic and Diluted   $ 0.01       0.08       (0.05 )     0.08  
                                 
Weighted-average shares outstanding                                
Basic and Diluted     5,781,586       5,733,587       5,766,382       5,733,587  
                                 
                                 
                                 
Performance ratios to net premiums earned:                                
Loss ratio     0.0 %     0.0 %     0.0 %     0.0 %
Acquisition cost ratio     10.8 %     10.7 %     10.9 %     10.9 %
Expense ratio     211.3 %     162.9 %     191.1 %     157.3 %
Combined ratio     211.3 %     162.9 %     191.1 %     157.3 %

 

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