OXBRW Oxbridge Re Holdings Ltd

 

 

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 9, 2024

 

 

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, George Town 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 May 9, 2024, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter ended March 31, 2024. 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: May 9, 2024	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 May 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

Exhibit 99.1

 

 

Company Contact:

 

Oxbridge Re Holdings Limited

Jay Madhu, CEO

345-749-7570

jmadhu@oxbridgere.com

 

Oxbridge Re Holdings Limited Reports First Quarter 2024 Results

 

GRAND CAYMAN, Cayman Islands (May 9, 2024) — Oxbridge Re Holdings Limited ( NASDAQ: OXBR ), (the “Company”), which together with its subsidiaries is engaged in the business of tokenized Real-World Assets (“RWAs”), initially in the form of tokenized reinsurance securities and reinsurance solutions primarily to property and casualty insurers, today reported its results for the three months ended March 31, 2024.

 

“We were pleased with our core operational performance in the first quarter of 2024 in our Web-3 and reinsurance tokenization business,” commented Oxbridge Re Holdings Chairman and Chief Executive Officer Jay Madhu. “Through our subsidiary, SurancePlus Inc., we have issued what we believe to be the inaugural Tokenized Reinsurance Securities under the sponsorship of a publicly-traded company. As previously reported, investors in our 2023 issued Delta CatRe tokens digital security are poised to realize returns exceeding 45%.”

 

“Further reinforcing our strategic vision and outlook, Blackrock previously announced its intention to tokenize $10 trillion of its assets, and more recently, Securitize announced they had secured $47m funding led by Blackrock to expand RWA tokenization. As such we remain steadfast in our commitment to driving innovation and delivering value to our stakeholders and we look forward to continued success in the evolving landscape of reinsurance and Web3 technologies,” Jay Madhu concluded.

 

Financial Performance

 

At March 31, 2024, cash and cash equivalents, and restricted cash and cash equivalents were $4.3 million compared to $3.7 million at December 31, 2023.

 

For the three months ended March 31, 2024, the Company generated a net loss of $905,000 or ($0.15) per basic and diluted common share compared to a net income of $142,000 or $0.02 per basic and diluted common share in the first quarter of 2023. The decrease is primarily due to the negative change in the fair value of equity securities and investments during the quarter ended March 31, 2024 when compared with the prior period.

 

 

Net premiums earned for the three months ended March 31, 2024 increased to $549,000 from $0 in the prior year’s first quarter . The increase is due to the contracts in force in the quarter ended March 31, 2024, as opposed to the prior period in which premiums were accelerated prior to the quarter ending March 31, 2023 as a result of losses incurred from Hurricane Ian.

 

There were no losses incurred for the three months ended March 31, 2024 or 2023.

 

Total expenses were $548,000 for the three months ended March 31, 2024 compared to $404,000 for the same period in the prior year. The increase in 2024 was due to higher professional and legal expenses incurred during the three-month period ended March 31, 2024, as well as no policy acquisition costs recorded in the prior period.

 

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. The loss ratio remained consistent at 0% for the quarter end March 31, 2024 and 2023 due to no loss or loss adjustment expenses in either period.

 

Acquisition Cost Ratio. The acquisition cost ratio, which ratio measures our operational efficiency, compares policy acquisition costs with net premiums earned, increased to 10.9% for the quarter ended March 31, 2024 from 0% in he prior period due to premiums being earned and acquisition costs being expensed during the quarter ending March 31, 2024, when compared with the first quarter of 2023.

 

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 99.8% for the three-months ended March 31, 2024 from 0.0% in the prior year. The increase is due to higher general administrative expenses incurred during the first quarter of 2024.

 

Combined Ratio. The combined ratio which is used to measure our underwriting performance, is the sum of the loss ratio and the expense ratio. The combined ratio increased to 99.8% for the three-months ended March 31, 2024 from 0.0% in the prior year. The increase is due to higher expenses incurred during the first quarter of 2024 when compared with the prior period.

 

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: May 9, 2024

Time: 4.30 p.m. Eastern Time

Toll-free number: (800)-715-9871

International number: +1-646-307-1963

Conference ID: 5967180

 

Please call the conference telephone number 15 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 201-493-6280 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 23^rd May, 2024.

 

Toll-free replay number: 877-660-6853

International replay number: +1-201-612-7415

Conference ID: 13746515

 

About Oxbridge Re Holdings Limited

 

Oxbridge Re Holdings Limited (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries SurancePlus Inc., Oxbridge Re NS and Oxbridge Reinsurance Limited.

 

Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.

 

Our Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.

 

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. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 26th March 2024. 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.

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Balance Sheets

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

 

		At March 31, 2024				At December 31, 2023
		(Unaudited)
Assets
Investments:
Equity securities, at fair value (cost: $1,563 and $1,926)		$	284				680
Cash and cash equivalents			532				495
Restricted cash and cash equivalents			3,780				3,250
Premiums receivable			489				977
Other Investments			1,790				2,478
Loan Receivable			-				100
Due from Related Party			63				63
Deferred policy acquisition costs			40				101
Operating lease right-of-use assets			148				9
Prepayment and other assets			123				96
Prepaid Offering Costs			12				-
Property and equipment, net			2				4
Total assets		$	7,263				8,253
Liabilities and Shareholders’ Equity
Liabilities:
Notes payable to noteholders			118				118
Notes payable to DeltaCat Re Tokenholders			1,918				1,523
Unearned Premium Reserve			366				915
Operating lease liabilities			148				9
Accounts payable and other liabilities			214				356
Total liabilities			2,764				2,921
Shareholders’ equity:
Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 6,006,661 and 5,780,234 shares issued and outstanding)			6				6
Additional paid-in capital			32,812				32,740
Accumulated Deficit			(28,319	)			(27,414	)
Total shareholders’ equity			4,499				5,332
Total liabilities and shareholders’ equity		$	7,263				8,253

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

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

 

		Three Months Ended March 31,
		2024				2023
Revenue
Change in unearned premiums reserve			549				-
Net premiums earned			549				-
Net investment and other income			62				89
Interest and gain on redemption of loan			41				-
Unrealized (loss) gain on other investments			(688	)			381
Change in fair value of equity securities			(89	)			76
Total revenue			(125	)			546
Expenses
Policy acquisition costs and underwriting expenses			60				-
General and administrative expenses			488				404
Total expenses			548				404
Income before income attributable to noteholders			(673	)			142
Income attributable to noteholders			(232	)			-
Net (loss) income			(905	)			142
(Loss) Earnings per share
Basic and Diluted			(0.15	)			0.02
Weighted-average shares outstanding
Basic and Diluted			6,005,162				5,857,643
Performance ratios to net premiums earned:
Loss ratio			0.0	%			0.0	%
Acquisition cost ratio			10.9	%			0.0	%
Expense ratio			99.8	%			0.0	%
Combined ratio			99.8	%			0.0	%

 

 

v3.24.1.u1

Cover	May 09, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity File Number	001-36346
Entity Registrant Name	OXBRIDGE RE HOLDINGS LIMITED
Entity Central Index Key	0001584831
Entity Tax Identification Number	98-1150254
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Suite 201
Entity Address, Address Line Two	42 Edward Street, George Town
Entity Address, Address Line Three	P.O. Box 469
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-9006
City Area Code	(345)
Local Phone Number	749-7570
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Ordinary Shares (par value $0.001)
Title of 12(b) Security	Ordinary Shares (par value $0.001)
Trading Symbol	OXBR
Security Exchange Name	NASDAQ
Warrants to Purchase Ordinary Shares
Title of 12(b) Security	Warrants to Purchase Ordinary Shares
Trading Symbol	OXBRW

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