OXBRIDGE RE HOLDINGS LTD
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Fiscal Year Ended December 31, 2019
OR
☐
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For The Transition Period From ________ To ________
Commission File Number 1-36346
OXBRIDGE RE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
|
Cayman Islands
|
|
98-1150254
|
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
|
Suite 201
42 Edward Street
P.O. Box 469
Grand Cayman, Cayman Islands
|
|
KY1-9006
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code:
(345) 749-7570
Securities Registered Pursuant to Section 12(b) of the
Exchange Act:
|
Title of Each Class
|
Trading Symbols
|
Name of Each Exchange on Which Registered
|
|
Ordinary Shares, par value $0.001 (USD) per share
|
OXBR
|
The NASDAQ Capital Market
|
|
Warrants
|
OXBRW
|
The NASDAQ Capital Market
|
Securities Registered Pursuant to Section 12(g) of the
Exchange Act: None
Indicate by check
mark whether the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities
Act. Yes ☐ No ☑
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act. Yes ☐ No ☑
Indicate by check
mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes ☑ No ☐
Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes ☑ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company”, and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer ☐
|
|
Accelerated
filer
☐
|
|
Non-accelerated
filer ☑
|
|
Smaller
reporting company ☑
|
|
Emerging growth
company ☐
|
|
|
If an emerging growth company, indicate by check
mark if the 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.
☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act). Yes ☐ No ☑
The
aggregate market value of the voting common equity held by
non-affiliates of the registrant was $1,020,885
(based upon the quoted closing
sale price per share of the registrant’s ordinary shares on
The NASDAQ Capital Market) on the last business day of the
registrant’s most recently completed second fiscal quarter
(June 30, 2019). For purposes of this calculation, the registrant
has assumed that its directors and executive officers as of June
30, 2019 were affiliates.
As of
March 23, 2020, 5,733,587 ordinary shares, par value $0.001 (USD)
per share, were outstanding.
Documents Incorporated by Reference:
Portions
of the Company’s proxy statement to be filed with the
Securities and Exchange Commission relating to
the 2020 Annual Meeting of Shareholders will be
incorporated by reference into Part III of this Annual Report on
Form 10-K.
OXBRIDGE RE HOLDINGS LIMITED
Index to Annual Report on Form 10-K
Year Ended December 31, 2019
|
|
|
Page
|
|
2
|
||
|
|
||
|
PART
I.
|
||
|
|
|
|
|
2
|
||
|
|
|
|
|
11
|
||
|
|
|
|
|
28
|
||
|
|
|
|
|
28
|
||
|
|
|
|
|
28
|
||
|
|
|
|
|
28
|
||
|
|
|
|
|
PART
II.
|
||
|
|
|
|
|
29
|
||
|
|
|
|
|
30
|
||
|
|
|
|
|
30
|
||
|
|
|
|
|
39
|
||
|
|
|
|
|
39
|
||
|
|
|
|
|
39
|
||
|
|
|
|
|
40
|
||
|
|
|
|
|
41
|
||
|
|
|
|
|
PART
III.
|
||
|
|
|
|
|
42
|
||
|
|
|
|
|
42
|
||
|
|
|
|
|
42
|
||
|
|
|
|
|
42
|
||
|
|
|
|
|
42
|
||
|
|
|
|
|
PART
IV.
|
||
|
|
|
|
|
43
|
||
|
|
|
|
|
43
|
||
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
45
|
|
1
S
PECIAL NOTE ABOUT FORWARD-LOOKING
STATEMENTS
Unless
the context dictates otherwise, references to “we,”
“us,” “our,” “our company,” or
“the Company” in this Annual Report on Form 10-K refer
to Oxbridge Re Holdings Limited and its wholly-owned subsidiaries,
Oxbridge Reinsurance Limited and Oxbridge Re NS.
All
statements in this Annual Report on Form 10-K, including in the
section entitled “
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
” (refer
to Part I, Item 7 of this Annual Report on Form 10-K), other than
statements of historical fact, including estimates, projections,
statements relating to our business plans, objectives and expected
operating results, and the assumptions upon which those statements
are based, are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). These forward-looking statements
generally are identified by the words such as
“believe,” “project,”
“predict,” “expect,”
“anticipate,” “estimate,”
“intend,” “plan,” “may,”
“should,” “will,” “would,”
“will be,” “will continue,” “will
likely result, ” and similar expressions. Forward-looking
statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual
results to differ materially from our historical results and the
forward-looking statements and you should not place undue reliance
on the forward-looking statements. 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
” (refer to Part I,
Item 1A, of this Annual Report on Form 10-K). We undertake no
obligation, other than imposed by law, to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events, or otherwise. Readers are cautioned not
to place undue reliance on the forward-looking statements which
speak only to the dates on which they were made.
PART I
I
TEM 1
BUSINESS
Overview
We are
a Cayman Islands specialty property and casualty reinsurer that
provides reinsurance solutions through our subsidiaries, Oxbridge
Reinsurance Limited and Oxbridge RE NS. We focus on underwriting
fully-collateralized reinsurance contracts primarily for property
and casualty insurance companies in the Gulf Coast region of the
United States, and from time to time, we may undertake global
exposure through industry loss warranty (“ILW”)
contracts. We specialize in underwriting medium frequency, high
severity risks, where we believe sufficient data exists to analyze
effectively the risk/return profile of reinsurance contracts. We
were organized in April 2013 as an exempted company under the laws
of the Cayman Islands.
We
underwrite reinsurance contracts on a selective and opportunistic
basis as opportunities arise based on our goal of achieving
favorable long-term returns on equity for our shareholders. Our
goal is to achieve long-term growth in book value per share by
writing business that generates attractive underwriting profits
relative to the risk we bear. Unlike other insurance and
reinsurance companies, we do not intend to pursue an aggressive
investment strategy and instead will focus our business on
underwriting profits rather than investment profits. However, we
intend to complement our underwriting profits with investment
profits on an opportunistic basis.
2
Our
primary business focus is on fully collateralized reinsurance
contracts for property catastrophes, primarily in the Gulf Coast
region of the United States.
Within
that market and risk category, we attempt to select the most
economically attractive opportunities across a variety of property
and casualty insurers. As we attempt to grow our capital base, we
expect that we will consider growth opportunities in other
geographic areas and risk categories.
Our
level of profitability is primarily determined by how adequately
our premiums assumed and investment income cover our costs and
expenses, which consist primarily of acquisition costs and other
underwriting expenses, claim payments and general and
administrative expenses. One factor leading to variation in our
operational results is the timing and magnitude of any follow-on
offerings we undertake (if any), and issuance of participating
notes to third-party investors, as we would be able to deploy new
capital to collateralize new reinsurance treaties and consequently,
earn additional premium revenue. In addition, our results of
operations may be seasonal in that hurricanes and other tropical
storms typically occur during the period from June 1 through
November 30. Further, our results of operations may be subject to
significant variations due to factors affecting the property and
casualty insurance industry in general, which include competition,
legislation, regulation, general economic conditions, judicial
trends, and fluctuations in interest rates and other changes in the
investment environment.
Because
we employ an opportunistic underwriting and investment philosophy,
period-to-period comparisons of our underwriting results may not be
meaningful. In addition, our historical investment results may not
necessarily be indicative of future performance. Due to the nature
of our reinsurance and investment strategies, our operating results
will likely fluctuate from period to period.
We
organized our Oxbridge Re NS subsidiary on December 22, 2017 to
function as a reinsurance sidecar which increases the underwriting
capacity of Oxbridge Reinsurance Limited. Oxbridge Re NS commenced
operations on June 1, 2018 and has since issued participating notes
to third-party and related-party investors, the proceeds of which
was utilized to collateralize a quota-share of Oxbridge Reinsurance
Limited’s reinsurance obligations.
Our Business Strategy
Our
goal is to achieve attractive risk-adjusted returns for our
shareholders through the prudent management of underwriting risks
relative to our capital base. To achieve this objective, the
following are the principal elements of our business
strategy.
●
Maintain a Commitment to
Disciplined Underwriting.
We employ a disciplined and
data-driven underwriting approach to select a diversified portfolio
of risks that we believe will generate an attractive return to our
shareholders over the long term. Neither our underwriting nor our
investment strategies are designed to generate smooth or
predictable quarterly earnings, but rather to optimize growth in
book value per share over the long term.
●
Focus on Risk
Management.
We treat risk management as an integral part of
our underwriting and business management processes. All of our
reinsurance contracts contain loss limitation provisions that limit
our losses to the value of the assets collateralizing our
reinsurance contracts.
●
Deployment of
Capital.
In order to eliminate
the possibility of complete losses, we intend to place only a
portion of our total capital at risk in any single year. This means
that we expect lower returns than some of our competitors in years
where there are lower than average catastrophe losses but that our
capital will not be completely eroded in the event of multiple
large losses.
3
●
Take Advantage of Market
Opportunities.
Although our business is initially focused on
catastrophe coverage for Gulf Coast insurers and globally through
ILW’s, we intend to continuously evaluate various market
opportunities in which our business may be strategically or
financially expanded or enhanced in the future. Such opportunities
could take the form of further diversifying our business into other
geographic or market areas, could include quota share reinsurance
contracts, joint ventures, renewal rights transactions, corporate
acquisitions of other insurers or reinsurers, or the formation of
insurance or reinsurance platforms in new markets.
We
believe the environment in the reinsurance and insurance markets
will continue to produce opportunities for us, either through
organic expansion, through acquisitions, or a combination of
both.
The Reinsurance Industry
General
Reinsurance is an arrangement in which an insurance company,
referred to as the reinsurer, agrees to assume from another
insurance company, referred to as the ceding company or cedant, all
or a portion of the insurance risks that the ceding company has
underwritten under one or more insurance contracts. In return, the
reinsurer receives a premium for the insured risks that it assumes
from the ceding company, although reinsurance does not discharge
the ceding company from its liabilities to policyholders. It is
standard industry practice for primary insurers to reinsure
portions of their insurance risks with other insurance companies
under reinsurance agreements or contracts. This permits primary
insurers to underwrite policies in amounts larger than the risks
they are willing to retain. Reinsurance is generally designed
to:
●
Reduce the ceding company’s net liability on individual
risks, thereby assisting it in managing its risk profile and
increasing its capacity to underwrite business as well as
increasing the limit to which it can underwrite on a single
risk;
●
assist the ceding company in meeting applicable regulatory and
rating agency capital requirements;
●
assist the ceding company in reducing the short-term financial
impact of sales and other acquisition costs; and
●
enhance the ceding company’s financial strength and statutory
capital.
When reinsurance
companies purchase reinsurance to cover their own risks assumed
from ceding companies, this is known as retrocessional reinsurance.
Reinsurance or retrocessional reinsurance can benefit a ceding
company or reinsuring company, referred to herein as a
“retrocedant,” as applicable, in various ways, such as
by reducing exposure to individual risks and by providing
catastrophe protection from larger or multiple losses. Like ceding
companies, retrocedants can use retrocessional reinsurance to
manage their overall risk profile or to create additional
underwriting capacity, allowing them to accept larger risks or to
write more business than would otherwise be possible, absent an
increase in their capital or surplus
.
4
Reinsurance
contracts do not discharge ceding companies from their obligations
to policyholders. Ceding companies therefore generally require
their reinsurers to have, and to maintain, either a strong
financial strength rating or security, in the form of collateral,
as assurance that their claims will be paid.
Insurers generally
purchase multiple tranches of reinsurance protection above an
initial retention elected by the insurer. The amount of reinsurance
protection purchased by an insurer is typically determined by the
insurer through both quantitative and qualitative methods. In the
event of losses, the amount of loss that exceeds the amount of
reinsurance protection purchased is retained by the
insurer.
As a
program is constructed from the ground up, each tranche added
generally has a lower probability of loss than the prior tranche
and therefore is generally subject to a lower reinsurance premium
charged for the reinsurance protection purchased. Insurer
catastrophe programs are typically supported by multiple reinsurers
per program.
Reinsurance brokers
play an important role in the reinsurance market. Brokers are
intermediaries that assist the ceding company in structuring a
particular reinsurance program and in negotiating and placing risks
with third-party reinsurers. In this capacity, the broker is
selected and retained by the ceding company on a
contract-by-contract basis, rather than by the reinsurer. Though
brokers are not parties to reinsurance contracts, reinsurers
generally receive premium payments from brokers rather than ceding
companies, and reinsurers that do not provide collateralized
reinsurance are frequently required to pay amounts owed on claims
under their policies to brokers. These brokers, in turn, pay these
amounts to the ceding companies that have reinsured a portion of
their liabilities with reinsurers.
Types of Reinsurance Contracts
Property
reinsurance products are often written in the form of treaty
reinsurance contracts, which are contractual arrangements that
provide for the automatic reinsurance of a type or category of risk
underwritten. Treaty reinsurance premiums, which are typically due
in installments, are a function of the number and type of contracts
written, as well as prevailing market prices. The timing of
premiums written varies by line of business. The majority of
property catastrophe business is written at the January and June
annual renewal periods, depending on the type and location of the
risks covered. Most hurricane and wind-storm coverage, particularly
in the Gulf Coast region of the United States, is written at the
June annual renewal periods.
Property
catastrophe reinsurance contracts are typically “all
risk” in nature, providing protection to the ceding company
against losses from hurricanes and other natural and man-made
catastrophes such as floods, earthquakes, tornadoes, storms and
fires, referred to herein collectively as “perils.” The
predominant exposures covered by these contracts are losses
stemming from property damage and business interruption resulting
from a covered peril. Coverage can also vary from “all
natural” perils, which is the most expansive form, to more
limited types such as windstorm-only coverage.
Property
catastrophe reinsurance contracts are typically written on an
“excess-of-loss” basis, which provides coverage to the
ceding company when aggregate claims and claim expenses from a
single occurrence for a covered peril exceed an amount that is
specified in a particular contract. The coverage provided under
excess-of-loss reinsurance contracts may be on a worldwide basis or
may be limited in scope to specific regions or geographical areas.
Under these contracts, protection is provided to an insurer for a
portion of the total losses in excess of a specified loss amount,
up to a maximum amount per loss specified in the
contract.
5
Excess-of-loss
contracts are typically written on a losses-occurring basis, which
means that they cover losses that occur during the contract term,
regardless of when the underlying policies came into force.
Premiums from excess-of-loss contracts are earned ratably over the
contract term, which is ordinarily 12 months. Most excess-of-loss
contracts provide for a reinstatement of coverage following a
covered loss event in return for an additional
premium.
Our Reinsurance Contracts and Products
We
write primarily property catastrophe reinsurance. We currently
expect that substantially all of the reinsurance products we write
in the foreseeable future will be in the form of treaty reinsurance
contracts. When we write treaty reinsurance contracts, we do not
evaluate separately each of the individual risks assumed under the
contracts and are therefore largely dependent on the individual
underwriting decisions made by the cedant. Accordingly, as part of
our initial review and renewal process, we carefully review and
analyze the cedant’s risk management and underwriting
practices in evaluating whether to provide treaty reinsurance and
in appropriately pricing the treaty.
Our
portfolio of business continues to be characterized by relatively
large transactions with a relatively few number of cedants. We do
not consider any single contract to be material to our business as
the loss of any single contract can easily be supplemented by
contributing the additional capacity across one or more of our
other contracts. We anticipate that our business will continue to
be characterized by a relatively small number of reinsurance
contracts for the foreseeable future.
Our
contracts are written on an excess-of-loss basis, generally with a
per-event cap. We generally receive the premium for the risk
assumed and indemnify the cedant against all or a specified portion
of losses and expenses in excess of a specified dollar or
percentage amount. Our contracts are generally both single-year or
multi-year contracts and our policy years generally commence on
June 1 of each year and end on May 31 of the following
year.
The
bulk of our portfolio of risks is assumed pursuant to traditional
reinsurance contracts. However, from time to time we take
underwriting risk by purchasing a catastrophe-linked bond, or via a
transaction booked as an industry loss warranty (as described
below) or an indemnity swap. An indemnity swap is an agreement
which provides for the exchange between two parties of different
portfolios of catastrophe exposure with similar expected loss
characteristics (for example, U.S. earthquake exposure for Asian
earthquake exposure).
We
believe our most attractive near-term opportunity is in property
catastrophe reinsurance coverage for insurance companies. In
addition to seeking profitable pricing, we manage our risks with
contractual limits on our exposure. Property catastrophe
reinsurance contracts are typically “all risk” in
nature, meaning that they protect against losses from earthquakes
and hurricanes, as well as other natural and man-made catastrophes
such as tornados, fires, winter storms, and floods (where the
contract specifically provides for such coverage). Losses on these
contracts typically stem from direct property damage and business
interruption. We generally write property catastrophe reinsurance
on an excess-of-loss basis. These contracts typically cover only
specific regions or geographical areas.
We are
not licensed or admitted as an insurer in any jurisdiction other
than the Cayman Islands. In addition, we do not have a financial
rating and do not expect to have one in the near future. Many
jurisdictions such as the United States do not permit clients to
take credit for reinsurance on their statutory financial statements
if such reinsurance is obtained from unlicensed or non-admitted
insurers without appropriate collateral. As a result, we anticipate
that all of our clients will require us to fully collateralize the
reinsurance contracts we bind with them. Each of our contracts are
fully collateralized and separately structured, with our liability
being limited to the value of the assets held in the trust. We are
generally not required to top-up the value of the assets held as
collateral in respect of a particular reinsurance agreement, unless
such collateral is subject to market risk. For each reinsurance
agreement, a reinsurance trust is established in favor of the
cedant, and the trustee of the reinsurance trust is a large bank
that is agreed upon by our company and the cedant.
6
The
premium for the contract is ordinarily deposited into the trust,
together with additional capital from our company, up to the
coverage limit. Each reinsurance contract contains express limited
recourse language to the effect that the liabilities of the
relevant reinsurance contract are limited to the realizable value
of the collateral held in respect of that contract. Upon the
expiration of the reinsurance contract, the assets of the trust net
of insured losses and other expenses are transferred to our
company.
Underwriting and Retrocessional Coverage
Most of
our reinsurance contracts have other reinsurers participating as
lead underwriters, and these lead underwriters generally set the
premium for the risk. We follow the premium pricing of the lead
underwriters in most cases subject to the guidance of the
Underwriting Committee of our Board of Directors. Each quarter, our
Board of Directors will set parameters for the maximum level of
capital to be deployed for the quarter and the expected premium and
risk profile that each of our contracts must meet.
Marketing and Distribution
We
expect that, in the future, the majority of our business will be
sourced through reinsurance brokers. Brokerage distribution
channels provide us with access to an efficient, variable
distribution system without the significant time and expense that
would be incurred in creating an in-house marketing and
distribution network. Reinsurance brokers receive a brokerage
commission that is usually a percentage of gross premiums
written.
We
intend to build relationships with global reinsurance brokers and
captive insurance companies located in the Cayman Islands. Our
management team has significant relationships with most of the
primary and specialty broker intermediaries in the reinsurance
marketplace in our target market. We believe that maintaining close
relationships with brokers will give us access to a broad range of
reinsurance clients and opportunities.
Brokers
do not have the authority to bind us to any reinsurance contract.
We review and approve all contract submissions in our corporate
offices located in the Cayman Islands. From time to time, we may
also enter into relationships with managing general agents who
could bind us to reinsurance contracts based on narrowly defined
underwriting guidelines.
Investment Strategy
Our
company’s business focus is primarily on underwriting profit.
However, we remain opportunistic with respect to investment income,
and intend to increase shareholder value through supplemental
investment income when favorable opportunities are available. The
Company, from time to time, and dependent upon favorable investment
conditions and our investment guidelines, may invest in real estate
and other ventures that have the potential to increase shareholder
value.
Currently, most of
our company’s capital is held in trust accounts that
collateralize the reinsurance policies that we write. The
investment parameters for capital held in such trust accounts are
generally established by the cedant for the relevant policy. Our
current investments are held in cash and equity
securities.
7
Funds
that are not held in collateralized trust accounts are generally
invested in a relatively conservative manner, with a focus on
generating income while equally being liquid.
Our
Board of Directors periodically reviews our investment policy and
returns.
Claims Management
Claims
are managed internally by the company’s management team.
Management reviews and responds to initial loss reports,
administers claims databases, determines whether further
investigation is required and where appropriate, retains outside
claims counsel, establishes case reserves and approves claims for
payment. In addition, we may conduct audits of any significant
client throughout the year, and in the process, evaluate our
clients’ claims handling abilities, reserving philosophies,
loss notification processes and the overall quality of our clients'
performance.
Upon
receipt, claims notices are recorded within our underwriting,
financial and claims systems. When we are notified of insured
losses or discover potential losses as part of our claims’
audits, we record a case reserve as appropriate for the estimated
amount of the exposure at that time. The estimate reflects the
judgment of management based on general reserving practices, the
experience and knowledge of the manager regarding the nature of the
specific claim and, where appropriate, advice of outside counsel.
Reserves are also established to provide for the estimated expense
of settling claims, including legal and other fees and the general
expenses of administering the claims adjustment
process.
Loss Reserves
Loss
reserves represent estimates, including actuarial and statistical
projections at a given point in time, of the ultimate settlement
and administration costs of claims incurred (including claims
incurred but not reported (“IBNR”)). Estimates are not
precise in that, among other things, they are based on predictions
of future developments and estimates of future trends in claims
severity and frequency and other variable factors such as
inflation. It is likely that the ultimate liability will be greater
or less than such estimates and that, at times, this variance will
be material.
For our
property and other catastrophe policies, we initially establish our
loss reserves based on loss payments and case reserves reported by
ceding companies. As we are not the only reinsurer on most
contracts, the lead reinsurer will set the loss amount estimates
for the contract and the cedant will have the ability to pay for
case losses consistent with that amount on our pro-rata share of
the contract.
We then
add to these case reserves our estimates for IBNR. To establish our
IBNR estimates, in addition to the loss information and estimates
communicated by cedants, we also use the services of an independent
actuary. We may also use our computer-based vendor and proprietary
modeling systems to measure and estimate loss exposure under the
actual event scenario, if available. Although the loss modeling
systems assist with the analysis of the underlying loss, and
provide us with information and the ability to perform an enhanced
analysis, the estimation of claims resulting from catastrophic
events is inherently difficult because of the variability and
uncertainty of property catastrophe claims and the unique
characteristics of each loss.
8
If IBNR
estimates are made, we assess the validity of the assumptions we
use in the reserving process on a quarterly basis during an
internal review process. During this process actuaries verify that
the assumptions we have made continue to form what they consider to
be a sound basis for projection of future liabilities.
Although we believe
that we are prudent in our assumptions and methodologies, we cannot
be certain that our ultimate payments will not vary, perhaps
materially, from the estimates we have made. If we determine that
adjustments to an earlier estimate are appropriate, such
adjustments are recorded in the quarter in which they are
identified. The establishment of new reserves, or the adjustment of
reserves for reported claims, could result in significant upward or
downward changes to our financial condition or results of
operations in any particular period. We regularly review and update
these estimates, using the most current information available to
us.
Our
estimates are reviewed quarterly by an independent actuary in order
to provide additional insight into the reasonableness of our loss
reserves.
Competition
The
reinsurance industry is highly competitive. We expect to compete
with major reinsurers, most of which are well established with
significant operating histories, strong financial strength ratings
and long-standing client relationships.
Our
competitors include Third Point Reinsurance Ltd., Blue Capital
Reinsurance Holdings Ltd., ACE Ltd., Everest Re, General Re
Corporation, Hannover Re Group, Munich Reinsurance Company, Partner
Re Ltd., Swiss Reinsurance Company, Transatlantic Reinsurance
Company, Berkshire Hathaway, PartnerRe Ltd, Aeolus, and Nephila.
Although we seek to provide coverage where capacity and
alternatives are limited, we directly compete with these larger
companies due to the breadth of their coverage across the property
and casualty market in substantially all lines of business. We also
compete with smaller companies and other niche reinsurers from time
to time.
While
we have a limited operating history, we believe that our unique
approach to multi-year underwriting will allow us to be successful
in underwriting transactions against more established
competitors.
Employees
As of
March 23, 2020, we had three employees, all of which are full-time,
and we are not in the process of hiring additional resources at
this time. We believe that our relations with our employees are
good. None of our employees are subject to collective bargaining
agreements, and we are not aware of any current efforts to
implement such agreements. We believe that we will continue to have
relatively few employees and intend to outsource some functions to
specialist firms in the Cayman Islands if and when we determine
that such functions are necessary. We intend to use the expertise
of our Board of Directors and where necessary, external consultants
to provide any other service we may require from time to
time.
9
Legal Proceedings
We are
not currently involved in any litigation or arbitration. We
anticipate that, similar to the rest of the insurance and
reinsurance industry, we will be subject to litigation and
arbitration in the ordinary course of business.
Regulation and Capital Requirements
Our
wholly-owned subsidiaries, Oxbridge Reinsurance Limited and
Oxbridge Re NS, each holds a Class C Insurer’s License issued
in accordance with the terms of the Insurance Law (as revised) of
the Cayman Islands (the “Law”), and is subject to
regulation by the Cayman Islands Monetary Authority
(“CIMA”), in terms of the Law. As the holder of a Class
C Insurer’s License, Oxbridge Reinsurance Limited and
Oxbridge Re NS are permitted to undertake insurance business
approved by CIMA.
Oxbridge
Reinsurance Limited and Oxbridge Re NS are subject to minimum
capital and surplus requirements, and our failure to meet these
requirements could subject us to regulatory action. Pursuant to The
Insurance (Capital and Solvency) (Classes B, C and D Insurers)
Regulations, 2012 (the “Capital and Solvency
Regulations”) published under the Law, Oxbridge Reinsurance
Limited and Oxbridge Re NS are required to maintain the statutory
minimum capital requirement (as defined under the Capital and
Solvency Regulations) of $500 and prescribed capital requirement
(as defined under the Capital and Solvency Regulations) of $500,
and a minimum margin of solvency equal to or in excess of the total
prescribed capital requirement. Any failure to meet the applicable
requirements or minimum statutory capital requirements could
subject us to further examination or corrective action by CIMA,
including restrictions on dividend payments, limitations on our
writing of additional business or engaging in finance activities,
supervision or liquidation.
CIMA
may at any time direct Oxbridge Reinsurance Limited and Oxbridge Re
NS, in relation to a policy, a line of business or the entire
business, to cease or refrain from committing an act or pursing a
course of conduct and to perform such acts as in the opinion of
CIMA are necessary to remedy or ameliorate the situation. See the
discussion in “
Risk
Factors
” under the heading “
Any suspension or revocation of our
reinsurance license would materially impact our ability to do
business and implement our business strategy”
for more
information.
In
addition, as a Cayman Islands exempted company, we may not carry on
business or trade locally in the Cayman Islands except in
furtherance of our business outside the Cayman Islands, and we are
prohibited from soliciting the public of the Cayman Islands to
subscribe for any of our securities or debt. We are further
required to file a return with the Registrar of Companies in
January of each year and to pay an annual registration fee at that
time.
The
Cayman Islands has no exchange controls restricting dealings in
currencies or securities.
Available Information
Our
website is located at
www.oxbridgere.com
.
Copies of our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and amendments to these
reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act are available, free of change, on our website as
soon as reasonably practicable after we file such material
electronically with or furnish it to the Securities and Exchange
Commission (the “SEC”). The SEC also maintains a
website that contains our SEC filings. The address of the
SEC’s website is
www.sec.gov
.
10
I
TEM 1A
RISK FACTORS
Risks Relating to Our Business
We will need additional capital in the future in order to grow and
operate our business. Such capital may not be available to us or
may not be available to us on favorable terms. Furthermore, our
raising additional capital could dilute your ownership interest in
our company.
We
expect that we will need to raise additional capital in the future
through public or private equity or debt offerings or otherwise in
order to:
●
further capitalize
our reinsurance subsidiary and implement our growth
strategy;
●
fund liquidity
needs caused by underwriting or investment losses;
●
replace capital
lost in the event of significant reinsurance losses or adverse
reserve developments;
●
meet applicable
statutory jurisdiction requirements; and/or
●
respond to
competitive pressures.
Additional
capital may not be available on terms favorable to us, or at all.
Further, any additional capital raised through the sale of equity
could dilute your ownership interest in our company and may cause
the market price of our ordinary shares and warrants to decline.
Additional capital raised through the issuance of debt may result
in creditors having rights, preferences and privileges senior or
otherwise superior to those of our ordinary shares and
warrants.
Our results of operations will fluctuate from period to period and
may not be indicative of our long-term prospects.
We
anticipate that the performance of our reinsurance operations and
our investment portfolio will fluctuate from period to period.
Fluctuations will result from a variety of factors,
including:
●
reinsurance
contract pricing;
●
our assessment of
the quality of available reinsurance opportunities;
●
the volume and mix
of reinsurance products we underwrite;
●
loss experience on
our reinsurance liabilities;
●
our ability to
assess and integrate our risk management strategy properly;
and
●
the performance of
our investment portfolio.
In
particular, we plan to underwrite products and make investments to
achieve favorable return on equity over the long term. In addition,
our opportunistic nature and focus on long-term growth in book
value will result in fluctuations in total premiums written from
period to period as we concentrate on underwriting contracts that
we believe will generate better long-term, rather than short-term,
results. Accordingly, our short-term results of operations may not
be indicative of our long-term prospects.
11
The business relationships between us and HCI Group may present
difficult conflicts of interest and business opportunity
issues.
We may
derive a substantial portion of our business from HCI Group
subsidiaries in the future. Jay Madhu, our Chief Executive Officer
and Chairman of our Board of Directors, is also a member of the
board of directors of HCI Group and a former executive officer of
HCI Group. Because of this business relationships, various
conflicts of interest could arise with respect to business
opportunities that could be advantageous to HCI Group or its
subsidiaries, on the one hand, and us or any of our subsidiaries,
on the other hand. Moreover, because of this relationship, HCI
Group may have the ability to otherwise significantly influence
certain business decisions by us, including our writing of future
policies. This relationship and potential conflict of interest
could also result in contracts between us and HCI Group and/or its
subsidiaries that are less favorable to us than contracts that
could be negotiated with other third parties.
Failure to become rated by A.M. Best, or receipt of a negative
rating, could significantly and negatively affect our ability to
grow.
Companies, insurers
and reinsurance brokers use ratings from independent ratings
agencies as an important means of assessing the financial strength
and quality of reinsurers. This rating reflects the rating
agency’s opinion of our financial strength, operating
performance and ability to meet obligations. It is not an
evaluation directed toward the protection of investors or a
recommendation to buy, sell or hold our securities. A.M. Best
assigns ratings based on its analysis of balance sheet strength,
operating performance and business profile.
Currently, A.M Best
has not assigned us a financial strength rating, and we do not
intend to seek a rating in the foreseeable future. Without a
rating, or if we received a negative rating, our growth potential
and business strategy will be limited because of the need to
collateralize the insurance policies that we write.
Established competitors with greater resources may make it
difficult for us to effectively market our products or offer our
products at a profit.
The
reinsurance industry is highly competitive. We compete with major
reinsurers, all of which have substantially greater financial,
marketing and management resources than we do. Competition in the
types of business that we seek to underwrite is based on many
factors, including:
●
premium
charges;
●
the general
reputation and perceived financial strength of the
reinsurer;
●
relationships with
reinsurance brokers;
●
terms and
conditions of products offered;
●
ratings assigned by
independent rating agencies;
●
speed of claims
payment and reputation; and
●
the experience and
reputation of the members of our underwriting team in the
particular lines of reinsurance we seek to underwrite.
12
Additionally,
although the members of our underwriting team have general
experience across many property and casualty lines, they may not
have the requisite experience or expertise to compete for all
transactions that fall within our strategy of offering customized
frequency and severity contracts at times and in markets where
capacity and alternatives may be limited.
Our
competitors include Third Point Reinsurance Ltd., Blue Capital
Reinsurance Holdings Ltd., ACE Ltd., Everest Re, General Re
Corporation, Hannover Re Group, Munich Reinsurance Company, Partner
Re Ltd., Swiss Reinsurance Company, Transatlantic Reinsurance
Company, Berkshire Hathaway, PartnerRe Ltd, Aeolus, and Nephila, as
well as smaller companies and other niche reinsurers. Although we
seek to provide coverage where capacity and alternatives are
limited, we will directly compete with these larger companies due
to the breadth of their coverage across the property and casualty
market in substantially all lines of business.
We
cannot assure you that we will be able to compete successfully in
the reinsurance market. Our failure to compete effectively could
significantly and negatively affect our financial condition and
results of operations and may increase the likelihood that we may
be deemed to be a passive foreign investment company or an
investment company.
If actual renewals of our existing contracts do not meet
expectations, our premiums assumed in future years and our future
results of operations could be materially adversely
affected.
Many
of our contracts are generally written for a one-year term. In our
financial forecasting process, we make assumptions about the
renewal of our prior year’s contracts. The insurance and
reinsurance industries have historically been cyclical businesses
with periods of intense competition, often based on price. If
actual renewals do not meet expectations or if we choose not to
write on a renewal basis because of pricing conditions, our
premiums assumed in future years and our future operations would be
materially adversely affected.
Reputation is an important factor in the reinsurance industry, and
our lack of an established reputation may make it difficult for us
to attract or retain business.
Reputation is a
very important factor in the reinsurance industry, and competition
for business is, in part, based on reputation. Although our
reinsurance policies will be fully collateralized, we are a
relatively newly formed reinsurance company and do not yet have a
well-established reputation in the reinsurance industry. Our lack
of an established reputation may make it difficult for us to
attract or retain business. In addition, we do not have or
currently intend to obtain financial strength ratings, which may
discourage certain counterparties from entering into reinsurance
contracts with us.
If our losses and loss adjustment expenses greatly exceed our loss
reserves, our financial condition may be significantly and
negatively affected.
Our
results of operations and financial condition will depend upon our
ability to accurately assess the potential losses and loss
adjustment expenses associated with the risks we reinsure. Reserves
are estimates at a given time of claims an insurer ultimately
expects to pay, based upon facts and circumstances then known,
predictions of future events, estimates of future trends in claim
severity and other variable factors. The inherent uncertainties of
estimating loss reserves are generally greater for reinsurance
companies as compared to primary insurers, primarily due
to:
13
●
the lapse of time
from the occurrence of an event to the reporting of the claim and
the ultimate resolution or settlement of the claim;
●
the diversity of
development patterns among different types of reinsurance treaties;
and
●
the necessary
reliance on the client for information regarding
claims.
Our
estimation of reserves may be less reliable than the reserve
estimations of a reinsurer with a greater volume of business and an
established loss history. Our actual losses and loss adjustment
expenses paid may deviate substantially from the estimates of our
loss reserves and could negatively affect our results of
operations. If our loss reserves are later found to be inadequate,
we would increase our loss reserves with a corresponding reduction
in our net income and capital in the period in which we identify
the deficiency, and such a reduction would also negatively affect
our results of operations. If our losses and loss adjustment
expenses greatly exceed our loss reserves, our financial condition
may be significantly and negatively affected.
The property and casualty reinsurance market may be affected by
cyclical trends and over-supply.
We
write reinsurance in the property and casualty markets, which tend
to be cyclical in nature. Ceding company underwriting results,
prevailing general economic and market conditions, liability
retention decisions of companies and ceding companies and
reinsurance premium rates each influence the demand for property
and casualty reinsurance. Prevailing prices and available surplus
to support assumed business then influence reinsurance supply.
Supply may fluctuate in response to changes in return on capital
realized in the reinsurance industry, the frequency and severity of
losses and prevailing general economic and market
conditions.
Continued increases
in the supply of reinsurance may have consequences for the
reinsurance industry generally and for us, including lower premium
rates, increased expenses for customer acquisition and retention,
less favorable policy terms and conditions and/or lower premium
volume. Furthermore, unpredictable developments, including courts
granting increasingly larger awards for certain damages, increases
in the frequency of natural disasters (such as hurricanes,
windstorms, tornados, earthquakes, wildfires and floods),
fluctuations in interest rates, changes in the investment
environment that affect market prices of investments and
inflationary pressures, affect the industry’s profitability.
The effects of cyclicality could significantly and negatively
affect our financial condition and results of
operations.
Due
to the influx of new risk capital from alternative capital market
participants such as hedge funds and pension funds, we believe that
the reinsurance industry is currently over-capitalized and will
continue in this trend for the foreseeable future. The
over-capitalization of the market is not uniform as there are a
number of insurers and reinsurers that have suffered and continue
to suffer from capacity issues. We continue to assess the
opportunities that may be available to us with insurance and
reinsurance companies with this profile. If the reinsurance market
continues to soften, our strategy is to reduce premium writings
rather than accept mispriced risk and conserve our capital for a
more opportune environment. Significant rate increases could occur
if financial and credit markets experience adverse shocks that
result in the loss of capital of insurers and reinsurers, or if
there are major catastrophic events, especially in North
America.
14
Our property and property catastrophe reinsurance operations will
make us vulnerable to losses from catastrophes and may cause our
results of operations to vary significantly from period to
period.
Our
reinsurance operations expose us to claims arising out of
unpredictable catastrophic events, such as hurricanes, hailstorms,
tornados, windstorms, earthquakes, floods, fires, explosions, and
other natural or man-made disasters. The incidence and severity of
catastrophes are inherently unpredictable but the loss experience
of property catastrophe reinsurers has been generally characterized
as low frequency and high severity. Claims from catastrophic events
could reduce our earnings and cause substantial volatility in our
results of operations for any fiscal quarter or year and adversely
affect our financial condition. Corresponding reductions in our
surplus levels could impact our ability to write new reinsurance
policies.
Catastrophic losses
are a function of the insured exposure in the affected area and the
severity of the event. Because accounting standards do not permit
reinsurers to reserve for catastrophic events until they occur,
claims from catastrophic events could cause substantial volatility
in our financial results for any fiscal quarter or year and could
significantly and negatively affect our financial condition and
results of operations.
We could face unanticipated losses from war, terrorism, and
political unrest, and these or other unanticipated losses could
have a material adverse effect on our financial condition and
results of operations.
Like
other reinsurers, we face potential exposure to large, unexpected
losses resulting from man-made catastrophic events, such as acts of
war, acts of terrorism and political instability. These risks are
inherently unpredictable and recent events may indicate that the
frequency and severity of these types of losses may increase. It is
difficult to predict the timing of these events or to estimate the
amount of loss that any given occurrence will generate. To the
extent that losses from these risks occur, our financial condition
and results of operations could be significantly and negatively
affected.
We depend on our clients’ evaluations of the risks associated
with their insurance underwriting, which may subject us to
reinsurance losses.
In the
proportional reinsurance business, in which we assume an agreed
percentage of each underlying insurance contract being reinsured,
or quota share contracts, we do not separately evaluate each of the
original individual risks assumed under these reinsurance
contracts. Therefore, we are largely dependent on the original
underwriting decisions made by ceding companies. We are subject to
the risk that the clients may not have adequately evaluated the
insured risks and that the premiums ceded may not adequately
compensate us for the risks we assume. We also do not separately
evaluate each of the individual claims made on the underlying
insurance contracts under quota share arrangements. Therefore, we
are dependent on the original claims decisions made by our
clients.
15
Changing climate conditions may adversely affect our financial
condition, profitability or cash flows.
Climate
change, to the extent it produces extreme changes in temperatures
and changes in weather patterns, could impact the frequency or
severity of weather events and wildfires. Further, it could impact
the affordability and availability of homeowners insurance, which
could have an impact on pricing. Changes in weather patterns could
also affect the frequency and severity of other natural catastrophe
events to which we may be exposed. The occurrence of these events
would significantly and negatively affect our financial condition
and results of operations.
Operational risks, including human or systems failures, are
inherent in our business.
Operational risks
and losses can result from, among other things, fraud, errors,
failure to document transactions properly or to obtain proper
internal authorization, failure to comply with regulatory
requirements, information technology failures or external
events.
We
believe that our modeling, underwriting and information technology
and application systems are critical to our business and our growth
prospects. Moreover, we rely on our information technology and
application systems to further our underwriting process and to
enhance our ability to compete successfully. A major defect or
failure in our internal controls or information technology and
application systems could result in management distraction, harm to
our reputation or increased expenses.
The effect of emerging claim and coverage issues on our business is
uncertain.
As
industry practices and legal, judicial and regulatory conditions
change, unexpected issues related to claims and coverage may
emerge. It is possible that certain provisions of our future
reinsurance contracts, such as limitations or exclusions from
coverage or choice of forum, may be difficult to enforce in the
manner we intend, due to, among other things, disputes relating to
coverage and choice of legal forum. These issues may adversely
affect our business by either extending coverage beyond the period
that we intended or by increasing the number or size of claims. In
some instances, these changes may not manifest themselves until
many years after we have issued insurance or reinsurance contracts
that are affected by these changes. As a result, we may not be able
to ascertain the full extent of our liabilities under our insurance
or reinsurance contracts for many years following the issuance of
our contracts. The effects of unforeseen development or substantial
government intervention could adversely impact our ability to
adhere to our goals.
We are required to maintain sufficient collateral accounts, which
could significantly and negatively affect our ability to implement
our business strategy.
We are
not licensed or admitted as a reinsurer in any jurisdiction other
than the Cayman Islands. Certain jurisdictions, including the
United States, do not permit insurance companies to take credit for
reinsurance obtained from unlicensed or non-admitted insurers on
their statutory financial statements unless appropriate security
measures are implemented. Consequently, we must continue to
maintain sufficient funds in escrow accounts to serve as collateral
for our reinsurance contracts. Because we intend to continue to
utilize our funds (rather than utilizing the credit markets) to
serve as collateral for our reinsurance obligations, we may not be
able to fully utilize our capital to expand our reinsurance
coverage as rapidly as other reinsurers.
16
The inability to obtain business provided from brokers could
adversely affect our business strategy and results of
operations.
We
anticipate that a substantial portion of our business will be
placed primarily through brokered transactions, which involve a
limited number of reinsurance brokers. If we are unable to identify
and grow the brokered business provided through one or more of
these reinsurance brokers, many of whom may not be familiar with
our Cayman Islands jurisdiction, this failure could significantly
and negatively affect our business and results of
operations.
The involvement of reinsurance brokers may subject us to their
credit risk.
As a
standard practice of the reinsurance industry, reinsurers
frequently pay amounts owed on claims under their policies to
reinsurance brokers, and these brokers, in turn, remit these
amounts to the ceding companies that have reinsured a portion of
their liabilities with the reinsurer. In some jurisdictions, if a
broker fails to make such a payment, the reinsurer might remain
liable to the client for the deficiency notwithstanding the
broker’s obligation to make such payment. Conversely, in
certain jurisdictions, when the client pays premiums for policies
to reinsurance brokers for payment to the reinsurer, these premiums
are considered to have been paid and the client will no longer be
liable to the reinsurer for these premiums, whether or not the
reinsurer has actually received them. Consequently, we assume a
degree of credit risk associated with the brokers that we do
business with.
We may be unable to purchase reinsurance for the liabilities we
reinsure, and if we successfully purchase such reinsurance, we may
be unable to collect, which could adversely affect our business,
financial condition and results of operations.
Retrocessional
coverage (reinsurance for the liabilities we reinsure) may not
always be available to us. From time to time, we expect that we
will purchase retrocessional coverage for our own account in order
to mitigate the effect of a potential concentration of losses upon
our financial condition. The insolvency or inability or refusal of
a reinsurer of reinsurance to make payments under the terms of its
agreement with us could have an adverse effect on us because we
remain liable to our client. From time to time, market conditions
have limited, and in some cases have prevented, reinsurers from
obtaining the types and amounts of retrocession that they consider
adequate for their business needs. Accordingly, we may not be able
to obtain our desired amounts of retrocessional coverage or
negotiate terms that we deem appropriate or acceptable or obtain
retrocession from entities with satisfactory creditworthiness. Our
failure to establish adequate retrocessional arrangements or the
failure of our retrocessional arrangements to protect us from
overly concentrated risk exposure could significantly and
negatively affect our business, financial condition and results of
operations.
U.S. and global economic downturns could harm our business, our
liquidity and financial condition and the price of our
securities.
Weak
economic conditions may adversely affect (among other aspects of
our business) the demand for and claims made under our products,
the ability of customers, counterparties and others to establish or
maintain their relationships with us, our ability to access and
efficiently use internal and external capital resources and our
investment performance. Volatility in the U.S. and other securities
markets may adversely affect our investment portfolio and our
resulting results of operations.
17
Our ability to implement our business strategy could be delayed or
adversely affected by Cayman Islands employment
restrictions.
Under
Cayman Islands law, persons who are not Caymanian, do not possess
Caymanian status, or are not otherwise entitled to reside and work
in the Cayman Islands pursuant to provisions of the Immigration Law
(2015 Revision) of the Cayman Islands, which we refer to as the
Immigration Law, may not engage in any gainful occupation in the
Cayman Islands without an appropriate governmental work permit.
Although Jay Madhu and Wrendon Timothy have obtained Permanent
Residency in the Cayman Islands, the failure to obtain work
permits, or extensions thereof, for other employee(s) could prevent
us from continuing to implement our business strategy
seamlessly.
Security breaches and other disruptions could compromise our
information and expose us to liability, which would cause our
business and reputation to suffer.
In the
ordinary course of our business, we may collect and store sensitive
data, including proprietary business, in our data centers and on
our networks. The secure processing, maintenance and transmission
of this information is critical to our operations and business
strategy. Despite our security measures, our information technology
and infrastructure may be vulnerable to attacks by hackers or
breached due to employee error, malfeasance or other disruptions.
Any such breach could compromise our networks and the information
stored there could be accessed, publicly disclosed, lost or stolen.
Any such access, disclosure or other loss of information could
result in legal claims or proceedings, disrupt our operations, and
damage our reputation, which could adversely affect our business,
revenues and competitive position.
If we lose or are unable to retain our senior management and other
key personnel and are unable to attract qualified personnel, our
ability to implement our business strategy could be delayed or
hindered, which, in turn, could significantly and negatively affect
our business.
Although we only
employ three individuals, two of whom are members of senior
management, our future success depends to a significant extent on
the efforts of our senior management and other key personnel (who
have not yet been hired) to implement our business strategy. We
believe there are only a limited number of available, qualified
executives with substantial experience in our industry. In
addition, we will need to add personnel, including underwriters, to
implement our business strategy. We could face challenges
attracting personnel to the Cayman Islands. Accordingly, the loss
of the services of one or more of the members of our senior
management or other key personnel (when hired), or our inability to
hire and retain other key personnel, could delay or prevent us from
fully implementing our business strategy and, consequently,
significantly and negatively affect our business.
We do
not currently maintain key man life insurance with respect to any
of our senior management. If any member of senior management dies
or becomes incapacitated, or leaves the Company to pursue
employment opportunities elsewhere, we would be solely responsible
for locating an adequate replacement for such senior management and
for bearing any related cost. To the extent that we are unable to
locate an adequate replacement or are unable to do so within a
reasonable period of time, our business may be significantly and
negatively affected.
18
There are differences under Cayman Islands corporate law and
Delaware corporate law with respect to interested party
transactions which may benefit certain of our shareholders at the
expense of other shareholders.
Under
Cayman Islands corporate law, a director may vote on a contract or
transaction where the director has an interest as a shareholder,
director, officer or employee provided such interest is disclosed.
None of our contracts will be deemed to be void because any
director is an interested party in such transaction and interested
parties will not be held liable for monies owed to the company. In
contracts, under Delaware law, interested party transactions are
potentially voidable.
Risks Relating to Insurance and Other Regulations
Any suspension or revocation of our reinsurance license would
materially impact our ability to do business and implement our
business strategy.
Oxbridge
Reinsurance Limited is licensed as an insurer only in the Cayman
Islands by the CIMA, and we do not intend to obtain a license in
any other jurisdiction. The suspension or revocation of our license
to do business as a reinsurance company in the Cayman Islands for
any reason would mean that we would not be able to enter into any
new reinsurance contracts until the suspension ended or we became
licensed in another jurisdiction. Any such suspension or revocation
of our license would negatively impact our reputation in the
reinsurance marketplace and could have a material adverse effect on
our results of operations.
As a
regulated insurance company, Oxbridge Reinsurance Limited is
subject to the supervision of CIMA and CIMA may at any time direct
Oxbridge Reinsurance Limited, in relation to a policy, a line of
business or the entire business, to cease or refrain from
committing an act or pursing a course of conduct and to perform
such acts as in the opinion of CIMA are necessary to remedy or
ameliorate the situation.
Furthermore, in
certain circumstances, including when CIMA is of the opinion
that:
●
a licensee either
is or appears to be likely to become unable to meet its obligations
as they fall due;
●
a licensee is
carrying on its business in a manner which is seen as detrimental
to the general public interest or to the interests of its creditors
or policy holders;
●
the activities of
any member of the licensee’s insurance group are detrimental
to those interests of the licensee’s creditors, as well as
its policy holders;
●
a licensee has
contravened the Law or the Money Laundering Regulations (2015
Revision) of the Cayman Islands;
●
the licensee has
failed to comply with a condition of its license such as
maintaining a margin of solvency as prescribed by
CIMA;
●
the direction
and/or management of the licensee’s business has not been
conducted in a fit and proper manner;
●
a director, manager
or officer of the licensee’s business is not someone who
would qualify or be seen as a person suitable to hold the
respective position;
●
any person who is
either holding or acquiring control or ownership of the licensee is
not a fit and proper person to have such control or
ownership;
●
the licensee has
ceased to carry on business; or
●
the licensee is
placed in liquidation or is dissolved;
19
CIMA
may take one of a number of steps, including:
●
requiring the
licensee to take steps to rectify the matter;
●
suspending the
license of the licensee pending a full inquiry into the
licensee’s affairs;
●
revoking the
license;
●
imposing conditions
upon the licensee in terms of decisions made by it, including the
suspension of voting rights or nullification of votes cast by it,
and amending or revoking any such condition;
●
requiring the
substitution or removal of any director, manager or officer of the
licensee, at the expense of the licensee;
●
appointing a person
to advise the licensee on the proper conduct of its affairs, at the
expense of the licensee;
●
appointing a person
to assume control of the licensee’s affairs; or
●
otherwise requiring
such action to be taken by the licensee as CIMA considers
necessary.
Failures to comply
with a direction given by CIMA may be punishable by a fine of up to
five hundred thousand Cayman Islands dollars (US$609,756.10 based
on the Cayman Islands’ pegged exchange rate of CI$0.82 per
US$1.00 as of March 16, 2020) or imprisonment for a term of five
years or both, and a fine of an additional ten thousand Cayman
Islands dollars (US$12,195.12) for every day after conviction on
which the offense so continues.
Our reinsurance subsidiaries are subject to minimum capital and
surplus requirements, and our failure to meet these requirements
could subject us to regulatory action.
Pursuant to the
Capital and Solvency Regulations, Oxbridge Reinsurance Limited and
Oxbridge Re NS, our reinsurance subsidiaries, are each required to
maintain the statutory minimum capital requirement (as defined
under the Capital and Solvency Regulations) of $500 and prescribed
capital requirement (as defined under the Capital and Solvency
Regulations) of $500, and a minimum margin of solvency equal to or
in excess of the total prescribed capital requirement. Any failure
to meet the applicable requirements or minimum statutory capital
requirements could subject us to further examination or corrective
action by CIMA, including restrictions on dividend payments,
limitations on our writing of additional business or engaging in
finance activities, supervision or liquidation.
As a holding company, we will depend on the ability of our
subsidiaries to pay dividends.
We are
a holding company and do not have any significant operations or
assets other than our ownership of the shares of our subsidiaries
Oxbridge Reinsurance Limited and Oxbridge Re NS. Dividends and
other permitted distributions from our subsidiaries will be our
primary source of funds to meet ongoing cash requirements,
including future debt service payments, if any, and other expenses,
and to pay dividends to our shareholders if we choose to do so. Our
subsidiaries will be subject to applicable law as well as
significant regulatory restrictions limiting their ability to
declare and pay dividends. The inability of our subsidiaries to pay
dividends in an amount sufficient to enable us to meet our cash
requirements at the holding company level could have an adverse
effect on our operations and our ability to pay dividends to our
shareholders if we choose to do so and/or meet our debt service
obligations, if any.
20
We are subject to the risk of possibly becoming an investment
company under U.S. federal securities law.
In the
United States, the Investment Company Act of 1940, as amended (the
“Investment Company Act”), regulates certain companies
that invest in or trade securities. We rely on an exemption under
the Investment Company Act for an entity organized and regulated as
a foreign insurance company which is engaged primarily and
predominantly in the reinsurance of risks on insurance agreements.
The law in this area is subjective and there is a lack of guidance
as to the meaning of ‘‘primarily and
predominantly’’ under the relevant exemption to the
Investment Company Act. For example, there is no standard for the
amount of premiums that need to be written relative to the level of
an entity’s capital in order to qualify for the exemption. If
this exception were deemed inapplicable, we would have to seek to
register under the Investment Company Act as an investment company,
which, under the Investment Company Act, would require an order
from the SEC. Our inability to obtain such an order could have a
significant adverse impact on our business, as we might have to
cease certain operations or risk substantial penalties for
violating the Investment Company Act.
Registered
investment companies are subject to extensive, restrictive and
potentially adverse regulation relating to, among other things,
capital structure, leverage, management, dividends and transactions
with affiliates. Registered investment companies are not permitted
to operate their business in the manner in which we operate (and
intend to operate) our business. Specifically, if we were required
to register under the Investment Company Act, provisions of the
Investment Company Act would limit (and in some cases even
prohibit) our ability to raise additional debt and equity
securities or issue options or warrants (which could impact our
ability to compensate key employees), limit our ability to use
financial leverage, limit our ability to incur indebtedness, and
require changes to the composition of our Board of Directors.
Provisions of the Investment Company Act would also prohibit
(subject to certain exceptions) transactions with
affiliates.
Accordingly, if we
were required to register as an investment company, we would not be
permitted to have many of the relationships that we have or expect
that we may have with affiliated companies.
If at
any time it were established that we had been operating as an
investment company in violation of the registration requirements of
the Investment Company Act, there would be a risk, among other
material adverse consequences, that we could become subject to
monetary penalties or injunctive relief, or both, or that we would
be unable to enforce contracts with third parties or that third
parties could seek to obtain rescission of transactions with us
undertaken during the period in which it was established that we
were an unregistered investment company.
To the
extent that the laws and regulations change in the future so that
contracts we write are deemed not to be reinsurance contracts, we
will be at greater risk of not qualifying for the Investment
Company Act exemption. Additionally, it is possible that our
classification as an investment company would result in the
suspension or revocation of our reinsurance license.
21
Insurance regulations to which we are, or may become, subject, and
potential changes thereto, could have a significant and negative
effect on our business.
Although we do not
presently expect that we will conduct business in any jurisdiction
other than the Cayman Islands, we cannot assure you that insurance
regulators in the United States or elsewhere will not review our
activities and claim that we are subject to such
jurisdiction’s insurance licensing requirements. In addition,
we are subject to indirect regulatory requirements imposed by
jurisdictions that may limit our ability to provide reinsurance.
For example, our ability to write reinsurance may be subject, in
certain cases, to arrangements satisfactory to applicable
regulatory bodies, and proposed legislation and regulations may
have the effect of imposing additional requirements upon, or
restricting the market for, non-U.S. reinsurers such as Oxbridge
Reinsurance Limited and Oxbridge Re NS, with whom domestic
companies may place business. We do not know of any such proposed
legislation pending at this time.
Furthermore, we may
not be able to comply fully with, or obtain desired exemptions
from, revised statutes, regulations and policies that currently, or
may in the future, govern the conduct of our business. Failure to
comply with, or to obtain desired authorizations and/or exemptions
under, any applicable laws could result in restrictions on our
ability to do business or undertake activities that are regulated
in the jurisdictions in which we operate and could subject us to
fines and other sanctions. In addition, changes in the laws or
regulations to which our reinsurance subsidiary is subject or may
become subject, or in the interpretations thereof by enforcement or
regulatory agencies, could have a material adverse effect on our
business, our business plans, and our growth strategy.
We will likely be exposed to credit risk due to the possibility
that counterparties may default on their obligations to
us.
Due to
our investments in our portfolio, we are exposed to credit risk due
to the possibility that counterparties may default on their
obligations to us. Issuers or borrowers whose securities or debt we
hold, customers, reinsurers, clearing agents, exchanges, clearing
houses and other financial intermediaries and guarantors may
default on their obligations to us due to bankruptcy, insolvency,
lack of liquidity, adverse economic conditions, operational
failure, fraud or other reasons. Such defaults could have a
significant and negative effect on our results of operations,
financial condition and cash flows.
Risks Relating to our Securities
Provisions of our Third Amended and Restated Memorandum and
Articles of Association (“Articles”) could adversely
affect the value of our securities.
Our
Articles permit our Board of Directors to allot, issue, grant
options over or otherwise dispose of further shares (including
fractions of such share) with or without preferred, deferred or
other rights or restrictions, whether in regard to dividend or
other distribution, voting, return of capital or otherwise and to
such persons, at such times and on such other terms as they
consider appropriate. Accordingly, our Board of Directors may
authorize the issuance of preferred shares with terms and
conditions and under circumstances that could have an effect of
discouraging a takeover or other transaction, deny shareholders the
receipt of a premium on their ordinary shares in the event of a
tender or other offer for ordinary shares and have a depressive
effect on the value of our ordinary shares.
22
Provisions of the Companies Law of the Cayman Islands could prevent
a merger or takeover of our company.
As
compared to mergers under corporate law in the United States, it
may be more difficult to consummate a merger of two or more
companies in the Cayman Islands or the merger of one or more Cayman
Islands companies with one or more overseas companies, even if such
transaction would be beneficial to our shareholders. The Companies
Law of the Cayman Islands, as amended (the “Companies
Law”), permits mergers and consolidations between Cayman
Islands companies and between Cayman Islands companies and
non-Cayman Islands companies. For these purposes, (a)
“merger” means the merging of two or more constituent
companies and the vesting of their undertaking, property and
liabilities in one of such companies as the surviving company and
(b) a “consolidation” means the combination of two or
more constituent companies into a combined company and the vesting
of the undertaking, property and liabilities of such companies to
the consolidated company. In order to effect such a merger or
consolidation, the directors of each constituent company must
approve a written plan of merger or consolidation, which must then
be authorized by (a) a special resolution of the shareholders of
each constituent company, and (b) such other authorization, if any,
as may be specified in such constituent company’s articles of
association. The written plan of merger or consolidation must be
filed with the Registrar of Companies together with a declaration
as to the solvency of the consolidated or surviving company, a list
of the assets and liabilities of each constituent company and an
undertaking that a copy of the certificate of merger or
consolidation will be given to the shareholders and creditors of
each constituent company and that notification of the merger or
consolidation will be published in the Cayman Islands Gazette.
Dissenting shareholders have the right to be paid the fair value of
their shares (which, if not agreed between the parties, will be
determined by the Cayman Islands court) if they follow the required
procedures, subject to certain exceptions. Court approval is not
required for a merger or consolidation which is effected in
compliance with these statutory procedures.
In
addition, there are statutory provisions that facilitate the
reconstruction and amalgamation of companies, provided that the
arrangement is approved by a majority in number of each class of
shareholders or creditors (representing 75% by value) with whom the
arrangement is to be made and who must, in addition, represent
three-fourths in value of each such class of shareholders or
creditors, as the case may be, that are present and voting either
in person or by proxy at a meeting, or meetings, convened for that
purpose. The convening of the meetings and subsequently the
arrangement must be sanctioned by the Grand Court of the Cayman
Islands. While a dissenting shareholder has the right to express to
the court the view that the transaction ought not to be approved,
the court can be expected to approve the arrangement if it
determines that:
●
the statutory
provisions as to the required majority vote have been
met;
●
the shareholders
have been fairly represented at the meeting in question and the
statutory majority are acting bona fide without coercion of the
minority to promote interests adverse to those of the
class;
●
the arrangement is
such that may be reasonably approved by an intelligent and honest
man of that class acting in respect of his interest;
and
●
the arrangement is
not one that would more properly be sanctioned under some other
provision of the Companies Law.
23
When a
takeover offer is made and accepted by holders of 90% of the shares
within four months, the offeror may, within a two-month period
commencing on the expiration of such four-month period, require the
holders of the remaining shares to transfer such shares on the
terms of the offer. An objection can be made to the Grand Court of
the Cayman Islands, but such objection is unlikely to succeed in
the case of an offer which has been so approved unless there is
evidence of fraud, bad faith or collusion.
If an
arrangement and reconstruction is thus approved, the dissenting
shareholder would have no rights comparable to appraisal rights,
which would otherwise ordinarily be available to dissenting
shareholders of certain corporations incorporated in the United
States, including Delaware corporations, providing rights to
receive payment in cash for the judicially determined value of the
shares.
Holders of our securities may have difficulty obtaining or
enforcing a judgment against us, and they may face difficulties in
protecting their interests because we are incorporated under Cayman
Islands law.
Because
we are a Cayman Islands company, there is uncertainty as to whether
the Grand Court of the Cayman Islands would recognize or enforce
judgments of United States courts obtained against us predicated
upon the civil liability provisions of the securities laws of the
United States or any state thereof, or be competent to hear
original actions brought in the Cayman Islands against us
predicated upon the securities laws of the United States or any
state thereof.
We are
incorporated as an exempted company limited by shares under the
Companies Law. A significant amount of our assets are located
outside of the United States. As a result, it may be difficult for
persons purchasing our securities to effect service of process
within the United States upon us or to enforce judgments against us
or judgments obtained in U.S. courts predicated upon the civil
liability provisions of the federal securities laws of the United
States or any state of the United States.
Although there is
no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands
will, based on the principle that a judgment by a competent foreign
court will impose upon the judgment debtor an obligation to pay the
sum for which judgment has been given, recognize and enforce a
foreign judgment of a court of competent jurisdiction if such
judgment is final, for a liquidated sum, not in respect of taxes or
a fine or penalty if not inconsistent with a Cayman Islands
judgment in respect of the same matters, and was not obtained in a
manner, and is not of a kind, the enforcement of which is contrary
to the public policy of the Cayman Islands. There is doubt,
however, as to whether the courts of the Cayman Islands will, in an
original action in the Cayman Islands, recognize or enforce
judgments of U.S. courts predicated upon the civil liability
provisions of the securities laws of the United States or any state
of the United States on the grounds that such provisions are penal
in nature. Furthermore, a Cayman Islands court may stay proceedings
if concurrent proceedings are being brought elsewhere.
Unlike
many jurisdictions in the United States, Cayman Islands law does
not specifically provide for shareholder appraisal rights on a
merger or consolidation of an entity. This may make it more
difficult for shareholders to assess the value of any consideration
they may receive in a merger or consolidation or to require that
the offeror give a shareholder additional consideration if he
believes the consideration offered is insufficient. In addition,
shareholders of Cayman Islands exempted companies such as ours have
no general rights under Cayman Islands law to inspect corporate
records and accounts. Our directors have discretion under our
Articles to determine whether or not, and under what conditions,
the corporate records may be inspected by shareholders, but are not
obligated to make them available to shareholders. This fact may
make it more difficult for shareholders to obtain the information
needed to establish any facts necessary for a shareholder motion or
to solicit proxies from other shareholders in connection with a
proxy contest. Finally, subject to limited exceptions, under Cayman
Islands law, a minority shareholder may not bring a derivative
action against our Board of Directors.
24
Provisions of our Articles may reallocate the voting power of our
ordinary shares.
In
certain circumstances, the total voting power of our ordinary
shares held by any one person will be reduced to less than 9.9% of
the total voting power of the total issued and outstanding ordinary
shares. In the event a holder of our ordinary shares acquires
shares representing 9.9% or more of the total voting power of our
total ordinary shares, there will be an effective reallocation of
the voting power of the ordinary shares as described in the
Articles.
Risks Relating to Taxation
We may become subject to taxation in the Cayman Islands which would
negatively affect our results.
Under
current Cayman Islands law, we are not obligated to pay any taxes
in the Cayman Islands on either income or capital gains. The
Governor-in-Cabinet of Cayman Islands has granted us an exemption
from the imposition of any such tax on us for twenty years from
April 23, 2013. We cannot be assured that after such date we would
not be subject to any such tax. If we were to become subject to
taxation in the Cayman Islands, our financial condition and results
of operations could be significantly and negatively
affected.
We may be subject to United States federal income
taxation.
We are
incorporated under the laws of the Cayman Islands and intend to
operate in a manner that will not cause us to be treated as
engaging in a United States trade or business and will not cause us
to be subject to current United States federal income taxation on
our income. However, because there are no definitive standards
provided by the Internal Revenue Code of 1986, as amended (the
“Code”), regulations or court decisions as to the
specific activities that constitute being engaged in the conduct of
a trade or business within the United States, and as any such
determination is essentially factual in nature, we cannot assure
you that the United States Internal Revenue Service, or the IRS,
will not successfully assert that we are engaged in a trade or
business in the United States and thus are subject to current
United States federal income taxation.
We may be treated as a PFIC, in which case a U.S. holder of our
ordinary shares should be subject to disadvantageous rules under
U.S. federal income tax laws.
Significant
potential adverse United States federal income tax consequences
generally apply to any United States person who owns shares in a
“passive foreign investment company”, or PFIC. In
general, a non-U.S. corporation is classified as a PFIC for a
taxable year in which, after taking into account the income and
assets of the corporation and certain subsidiaries pursuant to
certain look-through rules, either (i) 75% or more of its gross
income is passive income, or (ii) 50% or more of the average
quarterly value of its gross assets is attributable to assets that
produce passive income or are held for the production of passive
income.
25
Passive
income generally includes interest, dividends and other investment
income. However, the income derived in the active conduct of an
insurance business is excluded from the term “passive
income” if (i) for years before 2019, the income is earned by
a corporation that is predominantly engaged in an insurance
business, and (ii) for years after 2018, the income is earned by a
“qualifying insurance corporation”. In order for a
non-U.S. property and casualty insurance company to be treated as a
“qualifying insurance corporation” for a taxable year,
the company’s “applicable insurance liabilities”
generally must be greater than 25% of the company’s assets
for the taxable year. In the case of a non-U.S. property and
casualty insurance company, the term “applicable insurance
liabilities” means the amount of loss and loss adjustment
expenses, but shall not exceed the amount reported to the
applicable regulator in an applicable financial statement. It is
not clear whether the term “applicable insurance
liabilities” includes not only the unpaid loss and loss
adjustment expenses, but also includes the paid loss and loss
adjustment expenses during the taxable year. If each of Oxbridge
Reinsurance Limited and Oxbridge Re NS is a “qualified
insurance corporation” for a taxable year, then neither
Oxbridge Re Holdings Limited, nor Oxbridge Reinsurance Limited, nor
Oxbridge Re NS should be deemed to be a PFIC for the taxable
year.
Regardless of
whether the term “applicable insurance liabilities”
includes not only the unpaid loss and loss adjustment expenses but
also the paid loss and loss adjustment expenses, we believe that
each of Oxbridge Reinsurance Limited and Oxbridge Re NS met the
requirements for being a “qualified insurance
corporation” for the 2019 year. For years prior to 2019, we
also believe that each of those corporations met the requirement of
being predominantly engaged in an insurance business. Accordingly,
we believe that we have not been a PFIC during 2019 or prior years.
We do not have an expectation, however, as to whether or not we may
be a PFIC in years after 2019. If you are a United States person,
we urge you to consult your own tax advisor concerning the
potential tax consequences to you under the PFIC
rules.
We may be treated as a CFC and may be subject to the rules for
related person insurance income, and in either case this may
subject a U.S. holder of our ordinary shares to disadvantageous
rules under U.S. federal income tax laws.
Controlled Foreign Corporation
. United
States persons who, directly or constructively through attribution
rules, own 10% or more of the voting power or value of our ordinary
shares, which we refer to as United States 10% shareholders, may be
subject to the controlled foreign corporation, or CFC, rules. Under
the controlled foreign corporation rules of the Code, each United
States 10% shareholder must annually include his pro rata share of
the controlled foreign corporation’s ‘‘Subpart F
income,’’ even if no distributions are made. In
general, a foreign insurance company will be treated as a
controlled foreign corporation only if United States 10%
shareholders collectively own, directly or constructively, more
than 25% of the total combined voting power or total value of the
company’s shares. If you are a United States person we urge
you to consult your own tax advisor concerning the controlled
foreign corporation rules. We believe that certain United States
persons may be deemed to own, directly or constructively (including
through the ownership of warrants), 10% or more of the voting power
or value of our ordinary shares, and we believe that those United
States persons collectively own, directly or constructively, more
than 25% of the voting power or value of our ordinary
shares.
26
Related Person Insurance Income
. A
different definition of CFC is applicable in the case of a foreign
corporation which earns “related person insurance
income” (“RPII”). RPII is a Code Subpart F
insurance income attributable to insurance policies or reinsurance
contracts where the person that is directly or indirectly insured
or reinsured is a RPII shareholder or a related person to the RPII
shareholder. A “RPII shareholder” is a United States
person who owns, directly or indirectly through foreign entities,
any amount of our ordinary shares. Generally, for purposes of the
RPII rules, a related person is someone who controls or is
controlled by the RPII shareholder or someone who is controlled by
the same person or persons which control the RPII shareholder.
Control is measured by either more than 50% in value or more than
50% in voting power of shares after applying certain constructive
ownership rules. For purposes of taking into account RPII, and
subject to the exceptions described below, Oxbridge Reinsurance
Limited or Oxbridge Re NS will be treated as a CFC if our RPII
shareholders collectively own, indirectly, 25% or more of the total
combined voting power or value of their respective shares on any
day during a taxable year. If Oxbridge Reinsurance Limited or
Oxbridge Re NS is a CFC at any time during a taxable year under the
special RPII rules, any U.S. Holder that owns ordinary shares on
the last day of any such taxable year must include in gross income
for U.S. federal income tax purposes the U.S. Holder’s
allocable share of the RPII of Oxbridge Reinsurance Limited for the
entire taxable year, subject to certain modifications. Among other
exceptions, the RPII rules do not apply if the insurance
company’s RPII, determined on a gross basis, is less than 20%
of such respective entity’s gross insurance income for such
taxable year. We do not believe that the 20% gross insurance income
threshold will be met. However, we cannot assure you that this is
or will continue to be the case. Consequently, we cannot assure you
that a person who is a direct or indirect United States shareholder
will not be required to include amounts in its income in respect of
RPII in any taxable year.
United States tax-exempt organizations who own ordinary shares may
recognize unrelated business taxable income.
If you
are a United States tax-exempt organization you may recognize
unrelated business taxable income if a portion of our Code Subpart
F insurance income is allocated to you. In general, Code Subpart F
insurance income will be allocated to you if we are a CFC as
discussed above and you are a United States 10% shareholder or
there is related person insurance income and certain exceptions do
not apply. If you are a United States tax-exempt organization, we
advise you to consult your own tax advisor regarding the risk of
recognizing unrelated business taxable income.
Changes in United States tax laws may be retroactive and could
subject us, and/or United States persons who own ordinary shares to
United States income taxation on our undistributed
earnings.
The tax
laws and interpretations regarding whether a company is engaged in
a United States trade or business, is a CFC, has RPII, or is a PFIC
are subject to change, possibly on a retroactive basis. There are
currently no regulations regarding the application of the PFIC
rules to an insurance company and the regulations regarding RPII
are still in proposed form. New regulations or pronouncements
interpreting or clarifying such rules may be forthcoming from the
IRS. We are not able to predict if, when or in what form such
guidance will be provided and whether such guidance will have a
retroactive effect.
27
We do not intend to resume paying cash dividends in the foreseeable
future.
On
November 12, 2017, our board of directors decided to suspend our
regular quarterly cash dividend. The board of directors
intends to reconsider in the future the payment of a quarterly cash
dividend, but the timing of such reconsideration has not been
determined, and there is no intention to resume dividend payments
in the foreseeable future, if at all. Any decision to
resume dividend payments will be dependent upon a variety of
factors, including the state of our business as well as general
market conditions at the time of reconsideration, and there is no
assurance that dividend payments will recommence.
I
TEM 1B
UNRESOLVED STAFF
COMMENTS
The
Company has no unresolved written comments regarding its periodic
or current reports from the staff of the SEC.
I
TEM 2
PROPERTIES
We
previously leased office space at 2
nd
Floor, Strathvale
House, Georgetown, Grand Cayman, Cayman Islands. Effective March 1,
2019, we lease office space at Suite 201, 42 Edward Street,
Georgetown Grand Cayman. We believe that our current office is
suitable and sufficient for us to conduct our operations for the
foreseeable future.
I
TEM 3
LEGAL PROCEEDINGS
We are
not currently involved in any litigation or arbitration. We
anticipate that, similar to the rest of the insurance and
reinsurance industry, we will be subject to litigation and
arbitration in the ordinary course of business.
I
TEM 4
MINE SAFETY
DISCLOSURES
Not
applicable.
28
PART II
I
TEM 5
MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market Information for Ordinary Shares
The
following table sets forth the high and low sales price per share
of our ordinary shares as reported on The NASDAQ Capital Market for
the periods indicated:
|
|
2019
|
2018
|
||
|
|
High
|
Low
|
High
|
Low
|
|
First
Quarter
|
$
2.93
|
$
0.65
|
$
3.00
|
$
2.00
|
|
Second
Quarter
|
$
2.55
|
$
0.96
|
$
2.35
|
$
1.00
|
|
Third
Quarter
|
$
1.46
|
$
0.70
|
$
3.00
|
$
1.56
|
|
Fourth
Quarter
|
$
1.31
|
$
0.70
|
$
1.91
|
$
0.51
|
Holders of Record and Tax Information
As of
March 23, 2020, there were 19 holders of record of our ordinary
shares. There are no current applicable Cayman Islands laws,
decrees or regulations relating to restrictions on the import or
export of capital or exchange controls affecting remittances of
dividends, interest and other payments to non-resident holders of
our ordinary shares. There are no existing laws or regulations of
the Cayman Islands imposing taxes or containing withholding
provisions to which United States holders of our ordinary shares
are subject. There are no reciprocal tax treaties between the
Cayman Islands and the United States.
Dividend Policy
The
declaration and payment of dividends will be at the discretion of
our Board of Directors and will depend on our results of operations
and cash flows, our financial position and capital requirements,
general business conditions, rating agency guidelines (if
applicable), any legal, tax, regulatory and contractual
restrictions on the payment of dividends, and any other factors
considered relevant by our Board of Directors. Our ability to pay
dividends will also depend on the requirements of any future
financing agreements to which we may be a party and the ability of
our reinsurance subsidiaries, or other subsidiaries, to pay
dividends to us. Although Oxbridge Re Holdings Limited is not
subject to any significant legal prohibitions on the payment of
dividends, Oxbridge Reinsurance Limited and Oxbridge Re NS, our
reinsurance subsidiaries, are subject to Cayman Islands regulatory
constraints that affect their ability to pay dividends to us and
include a minimum net worth requirement. Currently, the minimum net
worth requirement for Oxbridge Reinsurance Limited and Oxbridge Re
NS is $500. As of December 31, 2019, both subsidiaries exceeded the
minimum requirement. By law, Oxbridge Reinsurance Limited and
Oxbridge Re NS is restricted from paying a dividend if such a
dividend would cause its net worth to drop to less than the
required minimum.
29
We paid
no dividends in both 2019 and 2018.
On
November 12, 2017, the Company’s board of directors decided
to suspend the Company’s regular $0.12 quarterly cash
dividend. Any future determination to declare cash dividends will
be made at the discretion of our Board of Directors, subject to
applicable laws, and will depend on a number of factors, including
our financial condition, results of operations, capital
requirements, contractual restrictions, general business conditions
and other factors that our Board of Directors may deem
relevant.
Unregistered Sales of Equity Securities
There
were no sales of unregistered securities during the year ended
December 31, 2019.
Issuer Purchases of Equity Securities
The Company did not repurchase any ordinary shares or warrants in
2019.
I
TEM 6
SELECTED FINANCIAL
DATA
As
a smaller reporting company as defined by Rule 229.10(f)(1) of the
Exchange Act, we are not required to provide the information under
this item and we have elected to exclude this information as our
operating history does not cover the requisite five-year
period.
I
TEM 7
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following
management discussion and analysis is intended to help the reader
understand our business, financial condition, results of
operations, liquidity and capital resources. You should read this
discussion in conjunction with our Consolidated Financial
Statements and the related notes contained elsewhere in this Annual
Report on Form 10-K for the fiscal year ended December 31,
2019.
This discussion contains forward-looking
statements that are not historical facts, including statements
about our beliefs and expectations. These statements are
based upon current plans, estimates and projections. Our
actual results may differ materially from those projected in these
forward-looking statements as a result of various factors. See
“
Forward Looking
Statements
” appearing at
the beginning of this Annual Report on Form 10-K and Item
1A, “
Risk
Factors
.”
General
The
following is a discussion and analysis of our results of operations
for the years ended December 31, 2019 and 2018 and our financial
condition as of December 31, 2019 and 2018. The following
discussion should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this
Annual Report on Form 10-K. References to “we,”
“us,” “our,” “our company,” or
“the Company” refer to Oxbridge Re Holdings Limited and
its wholly-owned subsidiaries, Oxbridge Reinsurance Limited and
Oxbridge Re NS, unless the context dictates otherwise.
30
Overview and Trends
We are
a Cayman Islands specialty property and casualty reinsurer that
provides reinsurance solutions through our reinsurance
subsidiaries, Oxbridge Reinsurance Limited and Oxbridge Re NS. Our
more recently organized subsidiary, Oxbridge Re NS, was
incorporated on December 22, 2017 to function as a reinsurance
sidecar which increases the underwriting capacity of Oxbridge
Reinsurance Limited. Oxbridge Re NS commenced operations on June 1,
2018 and has since issued participating notes to third-party
investors, the proceeds of which was utilized to collateralize a
quota-share of Oxbridge Reinsurance Limited’s reinsurance
obligations. We focus on underwriting fully-collateralized
reinsurance contracts primarily for property and casualty insurance
companies in the Gulf Coast region of the United States, and
globally through ILW’s. We specialize in underwriting medium
frequency, high severity risks, where we believe sufficient data
exists to analyze effectively the risk/return profile of
reinsurance contracts.
We
underwrite reinsurance contracts on a selective and opportunistic
basis as opportunities arise based on our goal of achieving
favorable long-term returns on equity for our shareholders. Our
goal is to achieve long-term growth in book value per share by
writing business that generates attractive underwriting profits
relative to the risk we bear. Unlike other insurance and
reinsurance companies, we do not intend to pursue an aggressive
investment strategy and instead will focus our business on
underwriting profits rather than investment profits. However, we
intend to complement our underwriting profits with investment
profits on an opportunistic basis. Our primary business focus is on
fully collateralized reinsurance contracts for property
catastrophes, primarily in the Gulf Coast region of the United
States, as well as globally through ILW’s. Within that market
and risk category, we attempt to select the most economically
attractive opportunities across a variety of property and casualty
insurers. As our capital base grows, however, we expect that we
will consider further growth opportunities in other geographic
areas and risk categories.
Our
level of profitability is primarily determined by how adequately
our premiums assumed and investment income cover our costs and
expenses, which consist primarily of acquisition costs and other
underwriting expenses, claim payments and general and
administrative expenses. One factor leading to variation in our
operational results is the timing and magnitude of any follow-on
offerings we undertake (if any), and issuance of participating
notes to third-party investors, as we are able to deploy new
capital to collateralize new reinsurance treaties and consequently,
earn additional premium revenue. In addition, our results of
operations may be seasonal in that hurricanes and other tropical
storms typically occur during the period from June 1 through
November 30. Further, our results of operations may be subject to
significant variations due to factors affecting the property and
casualty insurance industry in general, which include competition,
legislation, regulation, general economic conditions, judicial
trends, and fluctuations in interest rates and other changes in the
investment environment.
Because
we employ an opportunistic underwriting and investment philosophy,
period-to-period comparisons of our underwriting results may not be
meaningful. In addition, our historical investment results may not
necessarily be indicative of future performance. Due to the nature
of our reinsurance and investment strategies, our operating results
will likely fluctuate from period to period.
Due
to the continued influx of new risk capital from alternative
capital market participants such as hedge funds and pension funds,
we believe that the reinsurance industry is currently
over-capitalized and will continue in this trend for the
foreseeable future. The over-capitalization of the market is not
uniform as there are a number of insurers and reinsurers that have
suffered and continue to suffer from capacity issues. We continue
to assess the opportunities that may be available to us with
insurance and reinsurance companies with this profile.
The
property and casualty reinsurance industry historically has been
cyclical in nature, owing to fluctuations in the supply of
capital. During 2019, several developments have caused an
increase in the demand for capital, including natural catastrophes
in the Caribbean and Japan, increased capital requirements at some
Lloyd’s syndicates, and the voluntary withdrawal of capital
from some under-performing business.
31
Compared
to most of our competitors, we are small and have low overhead
expenses. We believe that our expense efficiency, agility and
existing relationships support our competitive position and allows
us to profitably participate in lines of business that fit within
our strategy. Over time we expect our expense advantage to erode as
the industry acts to reduce frictional costs.
PRINCIPAL REVENUE AND EXPENSE ITEMS
Revenues
We
derive our most significant revenues from three principal
sources:
●
premiums assumed
from reinsurance on property and casualty business;
●
income from
investments, including Industry Loss Warranties; and
●
other fee income
from management and underwriting performance of the reinsurance
side-car.
Premiums Assumed
Premiums assumed
include all premiums received by a reinsurance company during a
specified accounting period, even if the policy provides coverage
beyond the end of the period. Premiums are earned over the term of
the related policies. At the end of each accounting period, the
portion of the premiums that are not yet earned are included in the
unearned premiums reserve and are realized as revenue in subsequent
periods over the remaining term of the policy. Our policies
typically have a term of twelve months. Thus, for example, for a
policy that is written on July 1, 2019, typically one-half of the
premiums will be earned in 2019 and the other half will be earned
during 2020. However, in the event of limit losses on our policies,
premium recognition will be accelerated to match losses incurred in
the period, when there is no possibility of any future treaty-year
losses under the contracts.
Premiums from
reinsurance on property and casualty business assumed are directly
related to the number, type and pricing of contracts we
write.
Premiums assumed
are recorded net of change in loss experience refund, which
consists of changes in amounts due to the cedants under two of our
reinsurance contracts. These contracts contain retrospective
provisions that adjust premiums in the event losses are minimal or
zero. We recognize a liability pro-rata over the period in which
the absence of loss experience obligates us to refund premiums
under the contracts, and we will derecognize such liability in the
period in which a loss experience arises. The change in loss
experience refund is negatively correlated to loss and loss
adjustment expenses described below.
Investment Income and Industry Loss Warranties
Income
from our investments is primarily comprised of interest income,
dividends and net realized and unrealized gains (losses) on
investment securities. Such income is primarily from the
Company’s investments, which includes investments held in
trust accounts that collateralize the reinsurance policies that we
write. The investment parameters for trust accounts are generally
be established by the cedant for the relevant policy.
The Company
may buy and sell industry loss warranties as a way to access
certain risks. An industry loss warranty is a financial instrument
designed to protect insurers or reinsurers from severe losses due
to natural and man-made catastrophes and can take the form of
either an insurance contract or a swap agreement. Under both forms,
a premium is paid at the inception of the contract and, in return,
a payout is made if a catastrophic event causes loss to the
insurance industry in excess of a predetermined trigger amount.
Industry loss warranties may also be triggered by other parametric
measurements defined in the contract such as observed wind speeds,
measured seismic activity or other factors. Industry loss
warranties in the form of an insurance contract (also referred to
as the "indemnity form") are typically dual-trigger instruments
and, in addition to requiring a loss to the industry, require that
the buyer of the protection actually suffer a loss from the
triggering event. The Company may buy and sell industry loss
warranties in the form of an insurance contract or in the form of a
derivative contract.
32
Fee income
The
Company earns management fee income from providing administrative
and management services for the reinsurance side-car operations.
The Company is also entitled to a performance fee should the
side-car underwriting results be profitable for a specific treaty
period.
Expenses
Our
expenses consist primarily of the following:
●
losses and loss
adjustment expenses;
●
policy acquisition
costs and underwriting expenses; and
●
general and
administrative expenses.
Loss and Loss Adjustment Expenses
Loss
and loss adjustment expenses are a function of the amount and type
of reinsurance contracts we write and of the loss experience of the
underlying coverage. As described below, loss and loss adjustment
expenses are based on the claims reported by our Company’s
ceding insurers, and may include an actuarial analysis of the
estimated losses, including losses incurred during the period and
changes in estimates from prior periods. Depending on the nature of
the contract, loss and loss adjustment expenses may be paid over a
period of years.
Policy Acquisition Costs and Underwriting Expenses
Policy
acquisition costs and underwriting expenses consist primarily of
brokerage fees, ceding commissions, premium taxes and other direct
expenses that relate to our writing of reinsurance contracts. We
amortize deferred acquisition costs over the related contract
term.
General and Administrative Expenses
General
and administrative expenses consist of salaries and benefits and
related costs, including costs associated with our professional
fees, rent and other general operating expenses consistent with
operating as a public company.
33
RESULTS OF OPERATIONS
The following table summarizes our results of operations for the
years ended December 31, 2019 and 2018 (dollars in thousands,
except per share amounts):
|
|
Years Ended December 31,
|
|
|
|
2019
|
2018
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
Assumed
premiums
|
$
1,057
|
2,361
|
|
Change
in loss experience refund payable
|
-
|
(225
)
|
|
Change
in unearned premiums reserve
|
(440
)
|
592
|
|
|
|
|
|
Net
premiums earned
|
617
|
2,728
|
|
Net
income from derivative instruments
|
-
|
997
|
|
Net
investment and other income
|
230
|
366
|
|
Net
realized investment losses
|
3
|
(255
)
|
|
Change
in fair value of equity securities
|
25
|
(26
)
|
|
Net
gain (loss) on commutation
|
106
|
(8
)
|
|
|
|
|
|
Total
revenue
|
981
|
3,802
|
|
|
|
|
|
Expenses
|
|
|
|
Losses
and loss adjustment expenses
|
-
|
10,006
|
|
Policy
acquisition costs and underwriting expenses
|
64
|
263
|
|
General
and administrative expenses
|
1,067
|
1,282
|
|
|
|
|
|
Total
expenses
|
1,131
|
11,551
|
|
|
|
|
|
Loss
before (income) loss attributable to noteholders
|
$
(150
)
|
(7,749
)
|
|
|
|
|
|
(Income)
loss attributable to noteholders
|
(155
)
|
2,000
|
|
|
|
|
|
Net loss
|
(305
)
|
(5,749
)
|
|
|
|
|
|
|
|
|
|
Basic loss per share
|
$
(0.05
)
|
(1.00
)
|
|
|
|
|
|
Diluted loss per share
|
$
(0.05
)
|
(1.00
)
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
Basic
and Diluted
|
5,733,587
|
5,733,587
|
|
|
|
|
|
Dividends paid per share
|
$
-
|
-
|
|
|
|
|
|
Performance
ratios to net premiums earned:
|
|
|
|
Loss
ratio
|
0.0
%
|
268.6
%
|
|
Acquisition
cost ratio
|
10.4
%
|
9.6
%
|
|
Expense
ratio
|
183.3
%
|
41.5
%
|
|
Combined
ratio
|
183.3
%
|
310.1
%
|
34
Comparison of the Year Ended December 31, 2019 to Year Ended
December 31, 2018
General
.
Net loss for the year ended December
31, 2019 was $305 thousand or ($0.05) basic and diluted loss per
share compared to a net loss of $5.7 million or ($1.00) basic and
diluted earnings per share for the year ended December 31, 2018.
The significant decrease in net loss is wholly due to no limit
losses being suffered during the year ended December 31, 2019, when
compared with the reinsurance portfolio that suffered limit losses
during the year ended December 31, 2018.
Premium
Income
.
Net premiums
earned typically reflects the pro-rata inclusion into income of
premiums assumed (net of loss experience refund and premiums ceded)
over the life of the reinsurance contracts. However, given the
limit losses experienced on all our reinsurance contracts during
the year ended December 31, 2018, premiums recognition has not been
deferred through the remaining lives of those respective contracts
and has been accelerated into the respective years, due to the fact
that there is no possibility of any future treaty-year losses under
such contracts.
Net
premiums earned for the year ended December 31, 2019 decreased $2.1
million, to $617 thousand, from $2.7 million for the year ended
December 31, 2018. The decrease is primarily due to the fact that
lower capital was deployed during 2019, when compared with the
prior fiscal year.
Losses
Incurred
.
Losses incurred for the year ended December 31,
2019 decreased $10 million to $0, from $10 million for the year
ended December 31, 2018. The decrease is
primarily due to no
losses incurred during 2019 when compared with the reinsurance
portfolio that suffered limit losses during the year ended December
31, 2018.
Policy Acquisition Costs
and Underwriting Expenses
.
Acquisition
costs represent the amortization of the brokerage fees and federal
excise taxes incurred on reinsurance contracts placed.
Policy acquisition costs and
underwriting expenses for the year ended December 31, 2019
decreased by $199 thousand, to $64 thousand from $263 thousand for
the year ended December 31, 2018. The decrease is primarily due to
the decrease in net premiums earned during 2019, when compared with
the prior fiscal year.
General and Administrative
Expenses
.
General and administrative expenses
for the year ended December 31, 2019 decreased by $200 thousand to
$1.1 million from $1.3 million for the year ended December 31,
2018. The decrease is due to further cost savings initiatives
implemented by the Company.
MEASUREMENT OF RESULTS
We use
various measures to analyze the growth and profitability of
business operations. For our reinsurance business, we measure
growth in terms of premiums assumed and we measure underwriting
profitability by examining our loss, underwriting expense and
combined ratios. We analyze and measure profitability in terms of
net income and return on average equity.
Premiums Assumed.
We
use gross premiums assumed to measure our sales
of reinsurance
products. Gross premiums assumed also correlates to our ability to
generate net premiums earned. See also the analysis above relating
to the growth in premiums assumed.
Loss Ratio.
The loss
ratio is the ratio of losses and loss adjustment expenses incurred
to premiums earned
and measures
the underwriting profitability of our reinsurance business. The
loss ratio decreased from 268.6% for the year ended December 31,
2018 to 0% for the year ended December 31, 2019. The decrease is
due to no loss and loss adjustment expenses incurred during the
year ended December 31, 2019 compared with limit losses suffered
during the prior fiscal year.
35
Acquisition Cost
Ratio.
The acquisition cost ratio is the ratio of policy
acquisition costs and other
underwriting
expenses to net premiums earned. The acquisition cost ratio
measures our operational efficiency in producing, underwriting and
administering our reinsurance business. The acquisition cost ratio
increased from 9.6% for the year ended December 31, 2018 to 10.4%
for the year ended December 31, 2019. The increase is due to the
overall marginally higher weighted-average acquisition costs on
reinsurance contracts in force during the year ended December 31,
2019, compared with the prior fiscal year.
Expense Ratio.
The
expense ratio is the ratio of policy acquisition costs, other
underwriting expenses and
general and
administrative expenses to net premiums earned. We use the expense
ratio to measure our operating performance. The expense ratio
increased from 41.5% for the year ended December 31, 2018 to 183.3%
for the year ended December 31, 2019. The increase is due primarily
to a lower denominator in net premiums earned as recorded during
the year ended December 31, 2019, when compared with the prior
fiscal year.
Combined Ratio.
We
use the combined ratio to measure our underwriting performance. The
combined ratio
is the sum of
the loss ratio and the expense ratio. If the combined ratio is at
or above 100%, we are not underwriting profitably and may not be
profitable. The combined ratio decreased from 310.1% for the year
ended December 31, 2018 to 183.3% for the year ended December 31,
2019. The decrease in the combined ratio is due to a 0% loss ratio
during year ended December 31, 2019 as mentioned above, when
compared with the prior fiscal year.
FINANCIAL CONDITION – DECEMBER 31, 2019 COMPARED TO DECEMBER
31, 2018
Restricted
Cash and Cash Equivalents
.
As of December 31, 2019, our restricted cash and
cash equivalents decreased by $1.2 million, or 36%, to $2 million,
from $3.2 million as of December 31, 2018. The decrease is the net
result of withdrawals by the counterparty of our ILW Swap for
settlement of losses as well as collateral deposits made during the
year ended December 31, 2019.
Investments
.
As of December 31, 2019, our total
investments decreased by $463 thousand, or 40%, to $692 thousand,
from $1.2 million as of December 31, 2018. The decrease is
primarily a result of the sale of fixed-maturity securities during
the year ended December 31, 2019.
Reserve for losses and loss
adjustment expenses
.
As of December 31, 2019, our reserve
for losses and loss adjustment expenses decreased by $4.1 million,
or 100%, to $0, from $4.1 million at December 31, 2018. The
decrease is wholly due to the settlement of losses on
weather-related events occurring in the previous year and
commutation of prior contracts, coupled with the fact that there
were no significant events and no reported claims in 2019 to
necessitate a reserve.
Unearned Premiums
Reserve
.
As of December 31, 2019, our unearned premiums
reserve increased by $440 thousand, or 100%, to $440 thousand, from
$0 at December 31, 2018. The increase is due to placement of new
contract coupled with no limit losses incurred during the year in
comparison to the acceleration of premium recognition due to the
full limit losses in the prior year.
36
LIQUIDITY AND CAPITAL RESOURCES
General
We are
organized as a holding company with substantially no operations at
the holding company level. Our operations are conducted through our
reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge
Re NS which underwrites risks associated with our property and
casualty reinsurance programs. We have minimal continuing cash
needs at the holding company level, with such expenses principally
being related to the payment of administrative expenses, and
shareholder dividends, if any. There are restrictions on Oxbridge
Reinsurance Limited’s and Oxbridge Re NS’ ability to
pay dividends which are described in more detail
below.
Sources and Uses of Funds
Our
sources of funds primarily consist of premium receipts (net of
brokerage fees and federal excise taxes, where applicable) and
investment income, including interest, dividends and realized
gains. We use cash to pay losses and loss adjustment expenses,
other underwriting expenses, dividends, and general and
administrative expenses. Substantially all of our surplus funds,
net of funds required for cash liquidity purposes, are invested in
accordance with our investment guidelines. Our investment portfolio
is primarily comprised of cash and highly liquid securities, which
can be liquidated, if necessary, to meet current liabilities. We
believe that we have sufficient flexibility to liquidate any
long-term securities that we own in a rising market to generate
liquidity.
As of
December 31, 2019, we believe we had sufficient cash flows from
operations to meet our liquidity requirements. We expect that our
operational needs for liquidity will be met by cash, investment
income and funds generated from underwriting activities. We have no
plans to issue debt and expect to fund our operations for the
foreseeable future from operating cash flows, as well as from
potential future equity offerings. However, we cannot provide
assurances that in the future we will not incur indebtedness to
implement our business strategy, pay claims or make
acquisitions.
Although Oxbridge
Re Holdings Limited is not subject to any significant legal
prohibitions on the payment of dividends, Oxbridge Reinsurance
Limited and Oxbridge Re NS are subject to Cayman Islands regulatory
constraints that affect their ability to pay dividends to us and
include a minimum net worth requirement. Currently, the minimum net
worth requirement for each subsidiary is $500. As of December 31,
2019, Oxbridge Reinsurance Limited and Oxbridge Re NS exceeded the
minimum required. By law, Oxbridge Reinsurance Limited and Oxbridge
Reinsurance NS are restricted from paying a dividend if such a
dividend would cause its net worth to drop to less than the
required minimum.
Cash Flows
Our
cash flows from operating, investing and financing activities for
the years ended December 31, 2019 and 2018 are summarized
below.
Cash Flows for the Year ended December 31, 2019 (in
thousands)
Net
cash used in operating activities for the year ended December 31,
2019 totaled $4,371, which consisted primarily of cash received
from net written premiums less cash disbursed for operating
expenses and net loss payments. Net cash provided by investing
activities of $488 was primarily due to the net proceeds from sale
of fixed-maturity securities. Net cash provided by financing
activities totaled $600 representing the proceeds on issuance of
the Series 2019-1 participating notes during the year ended
December 31, 2019.
37
Cash Flows for the Year ended December 31, 2018 (in
thousands)
Net
cash used in operating activities for the year ended December 31,
2018 totaled $6,633, which consisted primarily of cash received
from net written premiums less cash disbursed for operating
expenses and net loss payments. Net cash provided by investing
activities of $5,045 was primarily due to the net sales of
available for sale securities and collateral withdrawals from trust
accounts to settle losses arising during the year. Net cash
provided by financing activities totaled $2,000 representing the
proceeds on issuance of the Series 2018-1 participating notes
during the year ended December 31, 2018.
OFF-BALANCE SHEET ARRANGEMENTS
As of
December 31, 2019, we had no off-balance sheet arrangements as
defined in Item 303(a)(4) of Regulation S-K.
EXPOSURE TO CATASTROPHES
As with
other reinsurers, our operating results and financial condition
could be adversely affected by volatile and unpredictable natural
and man-made disasters, such as hurricanes, windstorms,
earthquakes, floods, fires, riots and explosions. Although we
attempt to limit our exposure to levels we believe are acceptable,
it is possible that an actual catastrophic event or multiple
catastrophic events could have a material adverse effect on our
financial condition, results of operations and cash flows. As
described under “CRITICAL ACCOUNTING
POLICIES—
Reserves for Losses
and Loss Adjustment Expenses
” below, under United
States generally accepted accounting principles (“U.S.
GAAP”), we are not permitted to establish loss reserves with
respect to losses that may be incurred under reinsurance contracts
until the occurrence of an event which may give rise to a claim. As
a result, only loss reserves applicable to losses incurred up to
the reporting date may be established, with no provision for a
contingency reserve to account for expected future
losses.
CRITICAL ACCOUNTING POLICIES
We are
required to make estimates and assumptions in certain circumstances
that affect amounts reported in our Consolidated Financial
Statements and related notes. We evaluate these estimates and
assumptions on an on-going basis based on historical developments,
market conditions, industry trends and other information that we
believe to be reasonable under the circumstances. These accounting
policies pertain to premium revenues and risk transfer, reserve for
loss and loss adjustment expenses and reporting of deferred
acquisition costs.
Premium Revenue and Risk
Transfer
.
We record
premiums revenue as earned pro-rata over the terms of
the
reinsurance agreements and the unearned portion at the balance
sheet date is recorded as unearned premiums reserve. A reserve is
made for estimated premium deficiencies to the extent that
estimated losses and loss adjustment expenses exceed related
unearned premiums. Investment income is not considered in
determining whether or not a deficiency exists.
We
account for reinsurance contracts in accordance with ASC 944,
‘‘Financial Services – Insurance.”
Assessing whether or not a reinsurance contract meets the
conditions for risk transfer requires judgment. The determination
of risk transfer is critical to reporting premiums written. If we
determine that a reinsurance contract does not transfer sufficient
risk, we must account for the contract as a deposit
liability.
Loss experience refund
payable
.
Certain
contracts include retrospective provisions that adjust premiums or
result in profit commissions in the event losses are minimal or
zero. Under such contracts, the Company expects to recognize
aggregate liabilities payable to the ceding insurers assuming no
losses occur during the contract period. In accordance with U.S.
GAAP, the Company will recognize a liability in the period in which
the absence of loss experience obligates the Company to pay cash or
other consideration under the contract. On the contrary, the
Company will derecognize such liability in the period in which a
loss experience arises. Such adjustments to the liability, which
accrue throughout the contract term, will reduce the liability
should a catastrophic loss event covered by the Company
occur.
38
Reserves for Losses and
Loss Adjustment Expenses
. We determine our reserves for
losses and loss adjustment expenses on the basis of the claims
reported by our ceding insurers and for losses IBNR, we use the
assistance of an independent actuary. The reserves for losses and
loss adjustment expenses represent management’s best estimate
of the ultimate settlement costs of all losses and loss adjustment
expenses.
We
believe that the amounts are adequate; however, the inherent
impossibility of predicting future events with precision, results
in uncertainty as to the amount which will ultimately be required
for the settlement of losses and loss expenses, and the differences
could be material. Adjustments are reflected in the consolidated
statements of income in the period in which they are
determined.
Under
U.S. GAAP, we are not permitted to establish loss reserves until
the occurrence of an actual loss event. As a result, only loss
reserves applicable to losses incurred up to the reporting date may
be recorded, with no allowance for the provision of a contingency
reserve to account for expected future losses. Losses arising from
future events, which could be substantial, are estimated and
recognized at the time the loss is incurred.
As
at December 31, 2019 we had no reserves for loss and loss
adjustment expenses due to no significant events occurring during
the year and no reported claims on contract in force. See Note 8 to
the consolidated financial statements.
Our
reserving methodology does not lend itself well to a statistical
calculation of a range of estimates surrounding the best point
estimate of our reserve for loss and loss adjustment expense. Due
to the low frequency and high severity nature of claims within much
of our business, our reserving methodology principally involves
arriving at a specific point estimate for the ultimate expected
loss on a contract by contract basis, and our aggregate loss
reserves are the sum of the individual loss reserves
established.
Deferred Acquisition
Costs.
We defer certain expenses that are directly related
to and vary with producing
reinsurance
business, including brokerage fees on gross premiums assumed,
premium taxes and certain other costs related to the acquisition of
reinsurance contracts. These costs are capitalized and the
resulting asset, deferred acquisition costs, is amortized and
charged to expense in future periods as premiums assumed are
earned. The method followed in computing deferred acquisition costs
limits the amount of such deferral to its estimated realizable
value. The ultimate recoverability of deferred acquisition costs is
dependent on the continued profitability of our reinsurance
underwriting. If our underwriting ceases to be profitable, we may
have to write off a portion of our deferred acquisition costs,
resulting in a further charge to income in the period in which the
underwriting losses are recognized.
I
TEM 7A
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company as defined by Rule 229.10(f)(1) of
the Exchange Act, we are not required to provide the information
under this item.
I
TEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
The
financial statements and supplementary data have been filed as a
part of this Annual Report on Form 10-K as indicated in the Index
to Consolidated Financial Statements and Financial Statement
Schedules appearing on page 51 of this Annual Report on Form
10-K.
I
TEM 9
CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
39
I
TEM 9A
CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under
the supervision and with the participation of our principal
executive officer and our principal financial officer, we have
evaluated the effectiveness of our disclosure controls and
procedures
(as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act)
as of the end
of the period covered by this Annual Report on Form 10-K (December
31, 2019).
Our disclosure controls
and procedures are intended to ensure that the information we are
required to disclose in the reports that we file or submit under
the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules
and forms and (ii) accumulated and communicated to our management,
including the principal executive officer and principal financial
officer to allow timely decisions regarding required
disclosures.
Based
on that evaluation, our principal executive officer and principal
financial officer concluded that, as of the end of the period
covered by this Annual Report on Form 10-K, our disclosure controls
and procedures were effective.
It
should be noted that any system of controls, however well designed
and operated, can provide only reasonable, and not absolute,
assurance that the objectives of the system will be met. In
addition, the design of any control system is based in part upon
certain assumptions about the likelihood of future
events.
40
Management’s Report on Internal Control Over Financial
Reporting
Management
is responsible for establishing and maintaining adequate internal
control over our financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) of the Exchange Act). Internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the
United States of America.
Our
internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets, (ii) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America, and that our receipts and expenditures are being made only
in accordance with authorizations of our management and directors,
and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on the financial
statements.
Our management, with the participation of our
principal executive officer and principal financial officer,
conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in
Internal Control
– Integrated Framework (2013)
issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on this
evaluation, our principal executive officer and principal financial
officer concluded that, as of December 31, 2019, our internal
control over financial reporting was effective.
Because
of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
This
Annual Report does not include an attestation report of our
independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not
subject to attestation by our independent registered public
accounting firm pursuant to scaled disclosure requirements
applicable to non-accelerated filers that permit us to provide only
management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial
reporting that occurred during the fiscal year ended December 31,
2019 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
I
TEM 9B
OTHER
INFORMATION
None.
41
I
TEM 10
DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Other
than the information regarding our code of ethics set forth below,
the information required by this Item is incorporated herein by
reference to the definitive proxy statement for our 2020 Annual
Meeting of Shareholders to be filed with the SEC not later than 120
days after December 31, 2019.
We have adopted a code of ethics applicable
to all employees and directors, including our principal executive
officer, principal financial officer and principal accounting
officer. We have posted the text of our code of ethics to our
internet website:
www.oxbridgere.com
. To access
our code of ethics, select “Investor Information” on
our website and then select “Corporate Governance,”
then “Code of Conduct.” We intend to disclose any
change to or waiver from our code of ethics by posting such change
or waiver to our internet website within the same section as
described above.
I
TEM 11
EXECUTIVE
COMPENSATION
The
information required by this Item is incorporated herein by
reference to the definitive proxy statement for our
2020 Annual Meeting of Shareholders to be filed with the SEC
not later than 120 days after December 31, 2019.
I
TEM 12
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS
The
information required by this Item is incorporated herein by
reference to the definitive proxy statement for our
2020 Annual Meeting of Shareholders to be filed with the SEC
not later than 120 days after December 31, 2019.
I
TEM 13
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The
information required by this Item is incorporated herein by
reference to the definitive proxy statement for our
2020 Annual Meeting of Shareholders to be filed with the SEC
not later than 120 days after December 31, 2019.
I
TEM 14
PRINCIPAL ACCOUNTING FEES AND
SERVICES
The
information required by this Item is incorporated herein by
reference to the definitive proxy statement for our
2020 Annual Meeting of Shareholders to be filed with the SEC
not later than 120 days after December 31, 2019.
42
PART IV
I
TEM 15
EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
(a)
Documents Filed as Part of the Report
The
Consolidated Financial Statements, other financial information,
financial statement schedules and report of independent registered
public accounting firm have been filed as part of this Annual
Report on Form 10-K as indicated in the Index to Consolidated
Financial Statements and Financial Statement Schedules appearing on
page 51 of this Annual Report on Form 10-K.
(b)
Exhibits
Reference is made
to the separate exhibit index contained on pages 49 through 50
filed herewith.
(c)
Financial Statement Schedules
The
financial statement schedules and report of independent registered
public accounting firm have been filed as part of this Annual
Report on Form 10-K as indicated in the Index to Consolidated
Financial Statements and Financial Statement Schedules appearing on
page 52 of this Annual Report on Form 10-K.
I
TEM 16
FORM 10-K
SUMMARY
None.
43
O
xbridge Re Holdings Limited
Index to Exhibits
|
Exhibit
|
|
Title
|
|
|
|
|
|
|
Third Amended and Restated Memorandum and Articles of Association
of Oxbridge Re Holdings Limited, as amended through December 19,
2014 (incorporated by reference to Exhibit 3.1 to Oxbridge Re
Holdings Limited’s Current Report on Form 8-K filed December
24, 2014) (Commission File No. 1-36346).
|
|
|
|
|
|
|
|
Warrant Agreement, dated March 26, 2014, between Oxbridge Re
Holdings Limited and Broadridge Corporate Issuer Solutions, Inc.
(incorporated by reference to Exhibit 4.1 to Oxbridge Re Holdings
Limited’s Current Report on Form 8-K filed May 28, 2014)
(Commission File No. 1-36346).
|
|
|
|
|
|
|
|
Form of Warrant Agreement between Oxbridge Re Holdings Limited and
Broadridge Corporate Issuer Solutions, Inc. (incorporated by
reference to Exhibit 4.1 to Oxbridge Re Holdings Limited’s
Registration Statement on Form S-1 filed January 27, 2014)
(Commission File No. 333-193577).
|
|
|
|
|
|
|
|
Form of Warrant Agreement issued to investors in May/June 2013
Private Placement (incorporated by reference to Exhibit 4.2 to
Oxbridge Re Holdings Limited’s Registration Statement on Form
S-1 filed January 27, 2014) (Commission File No.
333-193577).
|
|
|
|
|
|
|
|
Amendment
#1 to Warrant Agreement between Oxbridge Re Holdings Limited and
Broadridge Corporate Issuer Solutions, Inc. (incorporated by
reference to Exhibit 4.1 to Oxbridge Re Holdings Limited's Current
Report on Form 8-K filed November 19, 2018) (Commision File No.
1-36346)
.
|
|
|
|
|
|
|
|
Description of Securities Registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
|
Lease
between 90 North Church Street Ltd. and Oxbridge Re Holdings
Limited dated April 17, 2015 (incorporated by reference to Exhibit
10.1 to Oxbridge Re Holdings Limited’s Annual Report on Form
10-K filed March 17, 2016) (Commission File No.
1-36346).
|
|
|
|
|
|
|
10.2
*
|
|
Oxbridge
Re Holdings Limited 2014 Omnibus Incentive Plan (incorporated by
reference to Exhibit 10.10 to Oxbridge Re Holdings Limited’s
Current Report on Form 8-K filed December 24, 2014) (Commission
File No. 1-36346).
|
|
|
|
|
|
10.4
*
|
|
Executive Employment Agreement, dated July 18, 2013, by and between
Oxbridge Re Holdings Limited and Jay Madhu (incorporated by
reference to Exhibit 10.3 to Oxbridge Re Holdings Limited’s
Registration Statement on Form S-1 filed January 27, 2014)
(Commission File No. 333-193577).
|
|
|
|
|
|
10.5
*
|
|
Offer of Employment from Oxbridge Re Holdings Limited to Wrendon
Timothy, executed on August 1, 2013 (incorporated by reference to
Exhibit 10.4 to Oxbridge Re Holdings Limited’s Registration
Statement on Form S-1 filed January 27, 2014) (Commission
File No. 333-193577
).
|
|
|
|
|
|
10.6
*
|
|
Form of Oxbridge Re Holdings Limited 2014 Omnibus Incentive Plan
Restricted Share Award (incorporated by reference to
Exhibit
10.1 to Oxbridge Re Holdings Limited’s Current Report on Form
8-K filed January 28, 2015) (Commission File No.
1-36346).
|
|
|
|
|
|
10.7
*
|
|
Form of Oxbridge Re Holdings Limited 2014 Omnibus Incentive Plan
Share Option Award Agreement (incorporated by reference to
Exhibit 10.2 to Oxbridge Re Holdings Limited’s Current Report
on Form 8-K filed January 28, 2015) (Commission File No.
1-36346).
|
|
|
|
|
|
10.8
*
|
|
Amendment dated July 19, 2016 to Employment Agreement between Jay
Madhu and Oxbridge Re Holdings Limited dated July 18, 2013
(incorporated by reference to
Exhibit 10.31 to Oxbridge Re
Holdings Limited’s Quarterly Report on Form 10-Q filed August
15, 2016) (Commission File No. 1-36346).
|
|
|
|
|
|
10.9
*
|
|
Amendment dated August 1, 2015 to Employment Agreement between
Wrendon Timothy and Oxbridge Re Holdings Limited dated August 1,
2013(incorporated by reference to Exhibit 10.41 to Oxbridge Re
Holdings Limited’s Quarterly Report on Form 10-Q filed August
15, 2016) (Commission File No. 1-36346).
|
|
|
|
|
|
21
|
|
List of Subsidiaries of Oxbridge Re Holdings Limited (incorporated
by reference to Exhibit 21.1 to Oxbridge Re Holdings Limited's
Annual Report on Form 10-K filed March 13, 2018) (Commission File
No. 1-36346).
|
|
|
|
|
|
|
Certifications of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under
the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
Certifications of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under
the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
Written Statement of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. § 1350.
|
|
|
|
|
|
|
101
|
|
The following materials from Oxbridge Re Holdings Limited’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2019 are filed herewith, formatted in XBRL (Extensible Business
Reporting Language): (i) Consolidated Balance Sheets, (ii)
Consolidated Statements of Operations, (iii) Consolidated
Statements of Comprehensive Loss (iv) Consolidated Statements of
Cash Flows, (v) Consolidated Statements of Changes in
Shareholders’ Equity and (vi) Notes to Consolidated Financial
Statements.
|
*
Indicates a management contract or compensatory plan or
arrangement.
# Filed
herewith.
44
S
IGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
OXBRIDGE
RE HOLDINGS LIMITED
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
JAY
MADHU
|
|
|
|
|
Jay
Madhu
|
|
|
|
|
Chief
Executive Officer and President
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
Date:
|
March 23, 2020
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below as of March 23, 2020 by the following
persons on behalf of the registrant and in the capacities
indicated:
|
/s/ WRENDON TIMOTHY
|
|
/s/ JAY MADHU
|
|
Wrendon
Timothy
|
|
Jay
Madhu
|
|
Chief Financial
Officer and Secretary
|
|
Chief Executive
Officer, President and Director
|
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
/s/ MAYUR PATEL
|
|
/s/ KRISHNA PERSAUD
|
|
Mayur
Patel
|
|
Krishna
Persaud
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ RAY CABILLOT
|
|
|
|
Ray
Cabillot
|
|
|
|
Director
|
|
|
45
Index to Consolidated Financial Statements and Financial Statement
Schedules
|
|
Form
10-K
Page(s)
|
|
Consolidated Financial Statements
|
|
|
|
|
|
F-1
|
|
|
|
|
|
F-2
|
|
|
|
|
|
F-3
|
|
|
|
|
|
F-4
|
|
|
|
|
|
F-5
|
|
|
|
|
|
F-7
|
|
|
|
|
|
F-8
|
|
|
|
|
|
Financial Statements Schedules
|
|
|
|
|
|
F-31
|
|
|
|
|
|
F-32
|
|
|
|
|
|
F-35
|
|
|
|
|
|
F-36
|
F-1
O
XBRIDGE RE HOLDINGS LIMITED AND
SUBSIDIARIES
Consolidated Balance Sheets
(expressed in thousands of U.S. Dollars, except per share and share
amounts)
|
|
At December 31,
|
|
|
|
2019
|
2018
|
|
|
|
|
|
Assets
|
|
|
|
Investments:
|
|
|
|
Fixed-maturity
securities, available for sale, at fair value (amortized cost of
$991)
|
$
-
|
993
|
|
Equity securities,
at fair value (cost : $715 and $210)
|
692
|
162
|
|
Total
investments
|
692
|
1,155
|
|
Cash
and cash equivalents
|
5,962
|
8,074
|
|
Restricted
cash and cash equivalents
|
2,054
|
3,225
|
|
Accrued
interest and dividend receivable
|
12
|
15
|
|
Premiums
receivable
|
506
|
-
|
|
Deferred
policy acquisition costs
|
48
|
-
|
|
Operating
lease right-of-use assets
|
133
|
-
|
|
Prepayment
and other assets
|
79
|
74
|
|
Property
and equipment, net
|
9
|
18
|
|
Total
assets
|
$
9,495
|
12,561
|
|
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
Liabilities:
|
|
|
|
Reserve
for losses and loss adjustment expenses
|
$
-
|
4,108
|
|
Notes
payable to noteholders
|
600
|
-
|
|
Unearned
premiums reserve
|
440
|
-
|
|
Operating
lease liabilities
|
133
|
-
|
|
Accounts
payable and other liabilities
|
279
|
139
|
|
Total
liabilities
|
1,452
|
4,247
|
|
|
|
|
|
Shareholders’
equity:
|
|
|
|
Ordinary
share capital, (par value $0.001, 50,000,000 shares authorized;
5,733,587 shares issued and outstanding)
|
6
|
6
|
|
Additional
paid-in capital
|
32,262
|
32,226
|
|
Accumulated
Deficit
|
(24,225
)
|
(23,920
)
|
|
Accumulated
other comprehensive income
|
-
|
2
|
|
Total
shareholders’ equity
|
8,043
|
8,314
|
|
Total
liabilities and shareholders’ equity
|
$
9,495
|
12,561
|
See accompanying Notes to Consolidated Financial
Statements
F-2
O
XBRIDGE RE HOLDINGS LIMITED AND
SUBSIDIARIES
Consolidated
Statements of Operations
(expressed in thousands of U.S. Dollars, except per share
amounts)
|
|
Years Ended December 31,
|
|
|
|
2019
|
2018
|
|
Revenue
|
|
|
|
Assumed
premiums
|
$
1,057
|
2,361
|
|
Change
in loss experience refund payable
|
-
|
(225
)
|
|
Change
in unearned premiums reserve
|
(440
)
|
592
|
|
|
|
|
|
Net
premiums earned
|
617
|
2,728
|
|
Net
income from derivatives
|
-
|
997
|
|
Net
investment and other income
|
230
|
366
|
|
Net
realized investment gain (loss)
|
3
|
(255
)
|
|
Change
in fair value of equity securities
|
25
|
(26
)
|
|
Net
gain (loss) on commutation
|
106
|
(8
)
|
|
|
|
|
|
Total
revenue
|
981
|
3,802
|
|
|
|
|
|
Expenses
|
|
|
|
Losses
and loss adjustment expenses
|
-
|
10,006
|
|
Policy
acquisition costs and underwriting expenses
|
64
|
263
|
|
General
and administrative expenses
|
1,067
|
1,282
|
|
|
|
|
|
Total
expenses
|
1,131
|
11,551
|
|
|
|
|
|
Loss
before (income) loss attributable to noteholders
|
(150
)
|
(7,749
)
|
|
|
|
|
|
(Income)
loss attributable to noteholders
|
(155
)
|
2,000
|
|
|
|
|
|
Net
loss
|
$
(305
)
|
(5,749
)
|
|
|
|
|
|
Basic loss per share
|
$
(0.05
)
|
(1.00
)
|
|
|
|
|
|
Diluted loss per share
|
$
(0.05
)
|
(1.00
)
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
Basic
and Diluted
|
5,733,587
|
5,733,587
|
|
|
|
|
|
Dividends paid per share
|
$
-
|
-
|
See accompanying Notes to Consolidated Financial
Statements
F-3
O
XBRIDGE RE HOLDINGS LIMITED AND
SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(expressed in thousands of U.S. Dollars)
|
|
Years Ended December 31,
|
|
|
|
2019
|
2018
|
|
|
|
|
|
|
|
|
|
Net
loss
|
$
(305
)
|
(5,749
)
|
|
Other
comprehensive (loss) income:
|
|
|
|
Change
in unrealized loss on investments:
|
|
|
|
Unrealized
gain arising during the year
|
1
|
4
|
|
Reclassification
adjustment for net realized (gains) losses included in net
loss
|
(3
)
|
15
|
|
|
|
|
|
Net
change in unrealized loss
|
(2
)
|
19
|
|
|
|
|
|
Total
other comprehensive (loss) income
|
(2
)
|
19
|
|
|
|
|
|
Comprehensive
loss
|
$
(307
)
|
(5,730
)
|
See
accompanying Notes to Consolidated Financial
Statements
F-4
O
XBRIDGE RE HOLDINGS LIMITED AND
SUBSIDIARIES
Consolidated Statements of Cash Flows
(expressed in thousands of U.S. Dollars)
|
|
Years ended December 31
|
|
|
|
2019
|
2018
|
|
Operating activities
|
|
|
|
Net
loss
|
$
(305
)
|
(5,749
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
Stock-based
compensation
|
36
|
126
|
|
Net
amortization of premiums on investments in fixed-maturity
securities
|
-
|
7
|
|
Depreciation
and amortization
|
10
|
18
|
|
Net
realized investment (gains) losses
|
(3
)
|
255
|
|
Change
in fair value of equity securities
|
(25
)
|
26
|
|
Loss
attributable to noteholders
|
-
|
(2,000
)
|
|
Change
in operating assets and liabilities:
|
|
|
|
Accrued
interest and dividend receivable
|
3
|
24
|
|
Premiums
receivable
|
(506
)
|
3,798
|
|
Deferred
policy acquisition costs
|
(48
)
|
48
|
|
Prepayment
and other assets
|
(5
)
|
42
|
|
Reserve
for losses and loss adjustment expenses
|
(4,108
)
|
(728
)
|
|
Loss
experience refund payable
|
-
|
(135
)
|
|
Losses
payable
|
-
|
(386
)
|
|
Unearned
premiums reserve
|
440
|
(2,012
)
|
|
Accounts
payable and other liabilities
|
140
|
33
|
|
|
|
|
|
Net
cash used in operating activities
|
$
(4,371
)
|
(6,633
)
|
|
|
|
|
|
Investing activities
|
|
|
|
Purchase
of fixed-maturity securities
|
-
|
(4,903
)
|
|
Purchase
of equity securities
|
(505
)
|
(6,009
)
|
|
Proceeds
from sale of fixed-maturity securities
|
994
|
8,340
|
|
Proceeds
from sale of equity securities
|
-
|
7,617
|
|
Purchase
of property and equipment
|
(1
)
|
-
|
|
|
|
|
|
Net
cash provided by investing activities
|
$
488
|
5,045
|
|
|
|
|
|
Financing activities
|
|
|
|
Proceeds
on issuance of notes payable to noteholders
|
600
|
2,000
|
|
|
|
|
|
Net
cash provided by financing activities
|
$
600
|
2,000
|
|
|
|
|
|
|
(continued)
|
|
F-5
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
(expressed in thousands of U.S. Dollars)
|
|
Years ended December 31
|
|
|
|
2019
|
2018
|
|
|
|
|
|
Cash
and cash equivalents, and restricted cash and cash
equivalents:
|
|
|
|
Net
change during the year
|
(3,283
)
|
412
|
|
Balance
at beginning of year
|
11,299
|
10,887
|
|
|
|
|
|
Balance
at end of year
|
$
8,016
|
11,299
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
Interest
paid
|
$
-
|
-
|
|
Income
taxes paid
|
$
-
|
-
|
|
|
|
|
|
Non-cash investing activities
|
|
|
|
Net
change in unrealized (loss) gain on securities available for
sale
|
$
(2
)
|
19
|
|
Operating
lease right-of-use assets
|
$
155
|
-
|
|
Operating
lease liability
|
$
149
|
-
|
See accompanying Notes to Consolidated Financial
Statements
F-6
O
XBRIDGE RE HOLDINGS LIMITED AND
SUBSIDIARIES
Consolidated
Statements of Changes in Shareholders’ Equity
Years ended December 31, 2019 and 2018
(expressed in thousands of U.S. Dollars, except per share
amounts)
|
|
Ordinary Share Capital
|
Additional Paid-in
|
Accumulated
|
Accumulated Other
Comprehensive
|
Total Shareholders'
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
Equity
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2017
|
5,733,587
|
6
|
32,100
|
(18,149
)
|
(39
)
|
13,918
|
|
Cumulative
effect of change in accounting for equity securities as of January
1, 2018
|
-
|
-
|
-
|
(22
)
|
22
|
-
|
|
Net
loss for the period
|
-
|
-
|
-
|
(211
)
|
-
|
(211
)
|
|
Stock-based
compensation
|
-
|
-
|
31
|
-
|
-
|
31
|
|
Total
other comprehensive loss
|
-
|
-
|
-
|
-
|
(3
)
|
(3
)
|
|
Balance
at March 31, 2018
|
5,733,587
|
6
|
32,131
|
(18,382
)
|
(20
)
|
13,735
|
|
Net
income for the period
|
-
|
-
|
-
|
265
|
-
|
265
|
|
Stock-based
compensation
|
-
|
-
|
32
|
-
|
-
|
32
|
|
Total
other comprehensive loss
|
-
|
-
|
-
|
-
|
(1
)
|
(1
)
|
|
Balance
at June 30, 2018
|
5,733,587
|
6
|
32,163
|
(18,117
)
|
(21
)
|
14,031
|
|
Net
income for the period
|
-
|
-
|
-
|
652
|
-
|
652
|
|
Stock-based
compensation
|
-
|
-
|
31
|
-
|
-
|
31
|
|
Total
other comprehensive income
|
-
|
-
|
-
|
-
|
1
|
1
|
|
Balance
at September 30, 2018
|
5,733,587
|
6
|
32,194
|
(17,465
)
|
(20
)
|
14,715
|
|
Net
loss for the period
|
-
|
-
|
-
|
(6,455
)
|
-
|
(6,455
)
|
|
Stock-based
compensation
|
-
|
-
|
32
|
-
|
-
|
32
|
|
Total
other comprehensive income
|
-
|
-
|
-
|
-
|
22
|
22
|
|
Balance
at December 31, 2018
|
5,733,587
|
6
|
32,226
|
(23,920
)
|
2
|
8,314
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2018
|
5,733,587
|
6
|
32,226
|
(23,920
)
|
2
|
8,314
|
|
Net
loss for the period
|
-
|
-
|
-
|
(146
)
|
-
|
(146
)
|
|
Stock-based
compensation
|
-
|
-
|
9
|
-
|
-
|
9
|
|
Total
other comprehensive loss
|
-
|
-
|
-
|
-
|
(2
)
|
(2
)
|
|
Balance
at March 31, 2019
|
5,733,587
|
6
|
32,235
|
(24,066
)
|
-
|
8,175
|
|
Net
loss for the period
|
-
|
-
|
-
|
(205
)
|
-
|
(205
)
|
|
Stock-based
compensation
|
-
|
-
|
9
|
-
|
-
|
9
|
|
Balance
at June 30, 2019
|
5,733,587
|
6
|
32,244
|
(24,271
)
|
-
|
7,979
|
|
Net
loss for the period
|
-
|
-
|
-
|
(15
)
|
-
|
(15
)
|
|
Stock-based
compensation
|
-
|
-
|
9
|
-
|
-
|
9
|
|
Balance
at September 30, 2019
|
5,733,587
|
6
|
32,253
|
(24,286
)
|
-
|
7,973
|
|
Net
income for the period
|
-
|
-
|
-
|
61
|
-
|
61
|
|
Stock-based
compensation
|
-
|
-
|
9
|
-
|
-
|
9
|
|
Balance
at December 31, 2019
|
5,733,587
|
6
|
32,262
|
(24,225
)
|
-
|
8,043
|
See accompanying Notes to Consolidated Financial
Statements
F-7
O
XBRIDGE RE HOLDINGS LIMITED AND
SUBSIDIARIES
Notes to Consolidated Financial Statements
1.
ORGANIZATION AND BASIS OF PRESENTATION
(a)
Organization
Oxbridge Re
Holdings Limited (the “Company”) was incorporated as an
exempted company on April 4, 2013 under the laws of the Cayman
Islands. Oxbridge Re Holdings Limited owns 100% of the equity
interest in Oxbridge Reinsurance Limited, an exempted entity
incorporated on April 23, 2013 under the laws of the Cayman Islands
and for which a Class “C” Insurer’s license was
granted on April 29, 2013 under the provisions of the Cayman
Islands Insurance Law. Oxbridge Re Holdings Limited also owns 100%
of the equity interest in Oxbridge Re NS, an entity incorporated as
an exempted company on December 22, 2017 under the laws of the
Cayman Islands to function as a reinsurance sidecar facility and to
increase the underwriting capacity of Oxbridge Reinsurance Limited.
The Company, through its subsidiaries (collectively “Oxbridge
Re”)
provides collateralized
reinsurance in the property catastrophe market and invests in
various insurance-linked securities. The Company operates as a
single business segment through its wholly-owned subsidiaries. The
Company’s headquarters and principal executive offices are
located at Suite 201, 42 Edward Street, Georgetown, Grand Cayman,
Cayman Islands, and have
their registered offices at P.O.
Box 309, Ugland House, Grand Cayman, Cayman Islands. We previously
leased office space at 2
nd
Floor,
Strathvale House, 90 North Church Street,
Georgetown, Grand Cayman, Cayman Islands.
The
Company’s ordinary shares and warrants are listed on The
NASDAQ Capital Market under the symbols “OXBR” and
“OXBRW,” respectively.
(b)
Basis
of Presentation and Consolidation
The
accompanying consolidated financial statements for the Company have
been prepared in accordance with accounting principles generally
accepted in the United States of America
(“GAAP”)
. All significant
intercompany transactions and balances have been eliminated upon
consolidation.
The
Company consolidates in these consolidated financial statements the
results of operations and financial position of all voting interest
entities (“VOE”) in which the Company has a controlling
financial interest and all variable interest entities
(“VIE”) in which the Company is considered to be the
primary beneficiary. The consolidation assessment, including the
determination as to whether an entity qualifies as a VIE or VOE,
depends on the facts and circumstances surrounding each
entity.
2.
SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
:
In
preparing the consolidated financial statements, management was
required to make certain estimates and assumptions that affect the
reported amounts of the consolidated assets, liabilities, revenues,
expenses and related disclosures at the financial reporting date
and throughout the periods being reported upon. Certain of the
estimates result from judgments that can be subjective and complex
and consequently actual results may differ from these estimates,
which would be reflected in future periods. Material estimates that
are particularly susceptible to significant change in the near-term
relate to the determination of the
reserve for losses and loss adjustment
expenses,
which include amounts
estimated for claims incurred but not yet reported. The Company
uses various assumptions and actuarial data it believes to be
reasonable under the circumstances to make these estimates. In
addition, accounting policies specific to
valuation of investments, assessment of
other-than-temporary impairment (“OTTI”) and loss
experience refund payable
involve significant
judgments and estimates material to the Company’s
consolidated financial statements.
Although considerable
variability is likely to be inherent in these estimates, management
believes that the amounts provided are reasonable.
F-8
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
These
estimates are continually reviewed and adjusted if necessary. Such
adjustments are reflected in current operations.
Cash and cash
equivalents:
Cash and cash equivalents are comprised of cash
and short- term investments with original maturities of three
months or less.
Restricted
cash and cash equivalents:
Restricted cash and cash equivalents represent
funds held in accordance with the Company’s trust agreements
with ceding insurers and trustees, which requires the Company to
maintain collateral with a market value greater than or equal to
the limit of liability, less unpaid premium.
Investments
:
The Company’s investments consist of fixed-maturity
securities and equity securities, and for which its fixed-maturity
securities are classified as available-for-sale. The
Company’s available-for-sale investments are carried at fair
value with changes in fair value included as a separate component
of accumulated other comprehensive income in shareholders’
equity. For the Company’s investment in equity securities,
the changes in fair value are recorded within the consolidated
statements of operations.
Unrealized gains or
losses are determined by comparing the fair market value of the
investment with their cost or amortized cost. Realized gains and
losses on investments are recorded on the trade date and are
included in the consolidated statements of operations. The cost of
investment sold is based on the specified identification method.
Investment income is recognized as earned and discounts or premiums
arising from the purchase of debt securities are recognized in
investment income using the interest method over the remaining term
of the security.
The
Company reviews any fixed-maturity securities for OTTI on a
quarterly basis and more frequently when economic or market
conditions warrant such review. When the fair value of any
investment is lower than its cost, an assessment is made to see
whether the decline is temporary or other-than-temporary. If the
decline is determined to be other-than-temporary, the investment is
written down to fair value and an impairment charge is recognized
in operations in the period in which the Company makes such
determination. For a fixed-maturity security that the Company does
not intend to sell nor is it more likely than not that the Company
will be required to sell before recovery of its amortized cost,
only the credit loss component is recognized in operations, while
impairment related to all other factors is recognized in other
comprehensive income. The Company considers various factors in
determining whether an individual security is
other-than-temporarily impaired (see Note 4).
Fair value
measurement
: GAAP establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets (Level 1
measurements) and the lowest priority to unobservable inputs (Level
3 measurements). The three levels of the fair value hierarchy under
GAAP are as follows:
|
Level
1
|
Inputs
that reflect unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date;
|
|
|
|
|
Level
2
|
Inputs
other than quoted prices that are observable for the asset or
liability either directly or indirectly, including inputs in
markets that are not considered to be active; and
|
|
|
|
|
Level
3
|
Inputs
that are unobservable.
|
F-9
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Inputs
are used in applying the various valuation techniques and broadly
refer to the assumptions that market participants use to make
valuation decisions, including assumptions about risk. For
fixed-maturity securities, inputs may include price information,
volatility statistics, specific and broad credit data, liquidity
statistics, broker quotes for similar securities and other factors.
The fair value of investments in stocks and exchange-traded funds
is based on the last traded price. A financial instrument’s
level within the fair value hierarchy is based on the lowest level
of any input that is significant to the fair value measurement.
However, the determination of what constitutes
“observable” requires significant judgment by the
Company’s investment custodians. The investment custodians
consider observable data to be market data which is readily
available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant markets. The
categorization of a financial instrument within the hierarchy is
based upon the pricing transparency of the instrument.
Derivative
Financial Instruments:
The
Company may from time to time enter into underwriting contracts
such as industry loss warranty contracts (“ILW”) that
are treated as derivatives for GAAP purposes. GAAP requires that an
entity recognize all derivatives in the consolidated balance sheet
at fair value. It also requires that unrealized gains and losses
resulting from changes in fair value be included in operations or
other comprehensive (loss) income. The Company did not have any
derivative financial assets at December 31, 2019 or December 31,
2018. There were no derivative financial liabilities at December
31, 2019, and all derivative financial liabilities at December 31,
2018 have been included within reserve for losses and loss
adjustment expenses.
Deferred policy
acquisition costs (“DAC”):
Policy acquisition
costs consist of brokerage fees, federal excise taxes and other
costs related directly to the successful acquisition of new or
renewal insurance contracts and are deferred and amortized over the
terms of the reinsurance agreements to which they relate. The
Company evaluates the recoverability of DAC by determining if the
sum of future earned premiums and anticipated investment income is
greater than the expected future claims and expenses. If a loss is
probable on the unexpired portion of policies in force, a premium
deficiency loss is recognized. At December 31, 2019, the DAC was
considered fully recoverable and no premium deficiency loss was
recorded and there was no DAC at December 31, 2018.
Property and
equipment:
Property and equipment are recorded at cost when acquired. Property
and equipment are comprised of motor vehicles, furniture and
fixtures, computer equipment and leasehold improvements and are
depreciated, using the straight-line method, over their estimated
useful lives, which are five years for furniture and fixtures and
computer equipment and four years for motor vehicles. Leasehold
improvements are amortized over the lesser of the estimated useful
lives of the assets or remaining lease term. The Company
periodically reviews property and equipment that have finite lives,
and that are not held for sale, for impairment by comparing the
carrying value of the assets to their estimated future undiscounted
cash flows. For the years ended December 31, 2019 and 2018, there
were no impairments in property and equipment.
Allowance for
uncollectible receivables:
Management evaluates credit
quality by evaluating the exposure to individual counterparties;
where warranted management also considers the credit rating or
financial position, operating results and/or payment history of the
counterparty. Management establishes an allowance for amounts for
which collection is considered doubtful. Adjustments to previous
assessments are recognized in operations in the year in which they
are determined. At December 31, 2019, no receivables were
determined to be overdue or impaired, and accordingly, no allowance
for uncollectable receivables has been established.
F-10
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Reserves for
losses
and loss adjustment
expenses:
The Company determines its reserves for losses and
loss adjustment expenses on the basis of the claims reported by the
Company’s ceding insurers and for losses incurred but not
reported (“IBNR”), management uses the assistance of an
independent actuary. The reserves for losses and loss adjustment
expenses represent management’s best estimate of the ultimate
settlement costs of all losses and loss adjustment expenses.
Management believes that the amounts are adequate; however, the
inherent impossibility of predicting future events with precision,
results in uncertainty as to the amount which will ultimately be
required for the settlement of losses and loss expenses, and the
differences could be material. Adjustments are reflected in the
consolidated statements of operations in the period in which they
are determined.
Loss experience
refund payable:
Certain contracts include retrospective
provisions that adjust premiums or result in profit commissions in
the event losses are minimal or zero. In accordance with GAAP, the
Company will recognize a liability in the period in which the
absence of loss experience obligates the Company to pay cash or
other consideration under the contracts. On the contrary, the
Company will derecognize such liability in the period in which a
loss experience arises. Such adjustments to the liability, which
accrue throughout the contract terms, will reduce the liability
should a catastrophic loss event covered by the Company
occur.
Premiums
assumed:
The Company records premiums assumed, net of loss
experience refunds, as earned pro-rata over the terms of the
reinsurance agreements, or period of risk, where applicable, and
the unearned portion at the consolidated balance sheet date is
recorded as unearned premiums reserve. A reserve is made for
estimated premium deficiencies to the extent that estimated losses
and loss adjustment expenses exceed related unearned premiums.
Investment income is not considered in determining whether or not a
deficiency exists.
Subsequent
adjustments of premiums assumed, based on reports of actual premium
by the ceding companies, or revisions in estimates of ultimate
premium, are recorded in the period in which they are determined.
Such adjustments are generally determined after the associated risk
periods have expired, in which case the premium adjustments are
fully earned when assumed.
Certain
contracts allow for reinstatement premiums in the event of a full
limit loss prior to the expiration of the contract. A reinstatement
premium is not due until there is a full limit loss event and
therefore, in accordance with GAAP, the Company records a
reinstatement premium as written only in the event that the
reinsured incurs a full limit loss on the contract and the contract
allows for a reinstatement of coverage upon payment of an
additional premium. For catastrophe contracts which contractually
require the payment of a reinstatement premium equal to or greater
than the original premium upon the occurrence of a full limit loss,
the reinstatement premiums are earned over the original contract
period. Reinstatement premiums that are contractually calculated on
a pro-rata basis of the original premiums are earned over the
remaining coverage period.
Unearned Premiums
Ceded:
The
Company reduces the risk of future losses on business assumed by
reinsuring certain risks and exposures with other reinsurers
(retrocessionaires). The Company remains liable to the extent that
any retrocessionaire fails to meet its obligations and to the
extent that the Company does not hold sufficient security for their
unpaid obligations.
Ceded
premiums are written during the period in which the risk incept and
are expensed over the contract period in proportion to the period
of protection. Unearned premiums ceded consist of the unexpired
portion of the reinsurance obtained.
F-11
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Uncertain income
tax positions:
The authoritative GAAP guidance on
accounting for, and disclosure of, uncertainty in income tax
positions requires the Company to determine whether an income tax
position of the Company is more likely than not to be sustained
upon examination by the relevant tax authority, including
resolution of any related appeals or litigation processes, based on
the technical merits of the position. For income tax positions
meeting the more likely than not threshold, the tax amount
recognized in the consolidated financial statements, if any, is
reduced by the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement with
the relevant taxing authority. The application of this
authoritative guidance has had no effect on the Company’s
consolidated financial statements because the Company had no
uncertain tax positions at December 31, 2019.
Loss per
share:
Basic loss
per share has been computed on the basis of the weighted-average
number of ordinary shares outstanding during the years presented.
Diluted loss per share is computed based on the weighted-average
number of ordinary shares outstanding and reflects the assumed
exercise or conversion of diluted securities, such as stock options
and warrants, computed using the treasury stock
method.
Share-Based Compensation
:
The Company
accounts for share-based compensation under the fair value
recognition provisions of GAAP which requires the measurement and
recognition of compensation for all share-based awards made to
employees and directors, including stock options and restricted
stock issuances based on estimated fair values.
The Company measures compensation for restricted
stock based on the price of the Company’s ordinary shares at
the grant date. Determining the fair value of stock options at the
grant date requires significant estimation and judgment. The
Company uses an option-pricing model (Black-Scholes option pricing
model) to assist in the calculation of fair value for stock
options. The Company's shares have not been publicly traded for a
sufficient length of time to solely use the Company's performance
to reasonably estimate the expected volatility. Therefore, when
estimating the expected volatility, the Company takes into
consideration the historical volatility of similar entities. The
Company considers factors such as an entity's industry, stage of
life cycle, size and financial leverage when selecting similar
entities. The Company uses a sample peer group of companies in the
reinsurance industry as well as the Company’s own historical
volatility in determining the expected volatility. Additionally,
the Company uses the full life of the options, ten years, as the
estimated term of the options, and has assumed no forfeitures
during the life of the options.
The Company uses the
straight-line attribution method for all grants that include only a
service condition. Compensation expense related to all awards is
included in general and administrative expenses.
F-12
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent adopted
accounting pronouncements
:
Accounting
Standards Update No. 2016-02.
In February 2016,
the FASB issued ASU 2016-02, "Leases (Topic 842)," which
supersedes Topic 840 and creates the new lease accounting standards
for lessees and lessors, primarily related to the recognition of
lease assets and liabilities by lessees for leases classified as
operating leases. Under previous guidance for lessees, leases were
only included on the balance sheet if certain criteria, classifying
the agreement as a capital lease, were met. This update requires
the recognition of a right-of-use asset and a corresponding lease
liability, discounted to the present value, for all leases that
extend beyond 12 months.
For
operating leases, the asset and liability are expensed over the
lease term on a straight-line basis, with all cash flows included
in the operating section of the statement of cash flows. For
finance leases, interest on the lease liability is recognized
separately from the amortization of the right-of-use asset in the
consolidated statement of operations and the repayment of the
principal portion of the lease liability is classified as a
financing activity while the interest component is included in the
operating section of the consolidated statement of cash
flows.
We
adopted ASU 2016-02, ASU 2018-10
Codification Improvements to Topic 842:
Leases
and ASU 2018-11
Leases (Topic 842): Targeted
Improvements
on January 1, 2019
.
We applied the standards using the
alternative transition method provided by ASU 2018-11 under which
leases were recognized at the date of adoption and a
cumulative-effective adjustment to the opening balance of retained
earnings would have been recognized in the period of adoption. As
the standard did not have an impact on our net loss, no adjustment
to the opening balance of accumulated deficit was required. As of
December 31, 2019, $155 thousand of right-of-use assets and
$149 thousand of lease liabilities for operating leases were added
as operating lease right-of-use assets and operating lease
liabilities line items, respectively, on the consolidated balance
sheet as a result of the adoption of this update. We implemented
controls for the adoption of the standard and the ongoing
monitoring of the right-of-use asset and lease liability, but they
did not materially affect our internal control over financial
reporting.
Pending Accounting Updates:
Accounting Standards Update No. 2016-13.
In June 2016,
the FASB issued ASU 2016-13, “Financial Instruments -
Credit Losses (Topic 326): Measurements of Credit Losses on
Financial Instruments” (“ASU
2016-13”)
.
ASU
2016-13 amends the guidance on reporting credits losses and affects
loans, debt securities, trade receivables, reinsurance recoverable
and other financial assets that have the contractual right to
receive cash. The amendments are effective for annual periods
beginning after December 15, 2022 (as amended), and interim periods
within those annual periods. The Company is in the process of
evaluating the impact of the requirements of ASU 2016-13 on the
Company’s consolidated financial statements.
Accounting
Standards Update No. 2018-13.
In August 2018, the FASB issued ASU
2018-13,
Fair Value Measurement (Topic
820) - Disclosure Framework - Changes to the Disclosure
Requirements for Fair Value Measurement (“ASU
2018-13”)
. ASU
2018-13 removes, modifies and adds certain disclosure requirements
associated with fair value measurements. ASU 2018-13 is effective
for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2019. The removed and modified
disclosures will be adopted on a retrospective basis and the new
disclosures will be adopted on a prospective basis. We are
currently evaluating our timeline for the adoption of this ASU,
which only affects the presentation of certain disclosures and is
not expected to impact our results of operations, financial
position or liquidity.
F-13
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Segment
Information
:
Under
GAAP, operating segments are based on the internal information that
management uses for allocating resources and assessing performance
as the source of the Company’s reportable segments. The
Company manages its business on the basis of one operating segment,
Property and Casualty Reinsurance, in accordance with the
qualitative and quantitative criteria established under
GAAP.
Reclassifications:
Any reclassifications of prior period
amounts have been made to conform to the current period
presentation.
3. CASH
AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH
EQUIVALENTS
|
|
December 31,
|
|
|
|
2019
|
2018
|
|
|
(in thousands)
|
|
|
|
|
|
|
Cash
on deposit
|
$
3,456
|
$
3,965
|
|
Cash
held with custodians
|
2,506
|
4,109
|
|
Restricted
cash held in trust
|
2,054
|
3,225
|
|
|
|
|
|
Total
|
$
8,016
|
$
11,299
|
Cash
and cash equivalents are held by large and reputable counterparties
in the United States of America and in the Cayman Islands.
Restricted cash held in trust is custodied with SunTrust Bank and
is held in accordance with the Company’s trust agreements
with the ceding insurers and trustees, which require that the
Company provide collateral having a market value greater than or
equal to the limit of liability, less unpaid premium.
4. INVESTMENTS
The
Company from time to time invests in fixed-maturity securities and
equity securities, with its fixed-maturity securities classified as
available-for-sale. At December 31, 2019, the Company did not hold
any available-for-sale securities. At December 31, 2018, the cost
or amortized cost, gross unrealized gains and losses, and estimated
fair value of the Company’s available-for-sale securities by
security type were as follows:
|
|
Cost
or
Amortized
Cost
|
Gross
Unrealized
Gain
|
Gross
Unrealized
Loss
|
Estimated
Fair
Value
($000)
|
|
|
($ in
thousands)
|
|||
|
As of December 31, 2018
|
|
|
|
|
|
Fixed-maturity securities
|
|
|
|
|
|
U.S. Treasury and
agency securities
|
$
991
|
$
2
|
$
-
|
$
993
|
At
December 31, 2018, available-for-sale securities with fair value of
$993,000, was held in trust accounts as collateral under
reinsurance contacts with the Company’s ceding
insurers.
F-14
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4.
INVESTMENTS (continued)
Proceeds received, and the gross realized gains and losses from
sales of available-for-sale fixed-maturity securities, and equity
securities, for the years ended December 31, 2019 and 2018 are as
follows:
|
|
Gross proceeds
from sales
|
Gross
Realized
Gains
|
Gross
Realized
Losses
|
|
|
($ in
thousands)
|
||
|
|
|
|
|
|
Year ended December 31, 2019
|
|
|
|
|
Available-for-sale
fixed-maturity securities
|
$
994
|
$
3
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2018
|
|
|
|
|
Available-for-sale
fixed-maturity securities
|
$
8,340
|
$
7
|
$
(22
)
|
|
|
|
|
|
|
Equity
securities
|
$
7,617
|
$
475
|
$
(715
)
|
The
Company regularly reviews its individual investment securities for
OTTI. The Company considers various factors in determining whether
each individual debt security is other-than-temporarily impaired,
including:
●
the financial
condition and near-term prospects of the issuer, including any
specific events that may affect its operations or
income;
●
the length of time
and the extent to which the market value of the security has been
below its cost or amortized cost;
●
general market
conditions and industry or sector specific factors;
●
nonpayment by the
issuer of its contractually obligated interest and principal
payments; and
●
the Company’s
intent and ability to hold the investment for a period of time
sufficient to allow for the recovery of costs.
There were no available-for-sale securities at December 31, 2019
neither were there any available-for-sale securities in an
unrealized loss position at December 31, 2018.
F-15
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4.
INVESTMENTS (continued)
Assets Measured at Estimated Fair Value on a Recurring
Basis
The following table presents information about the Company’s
financial assets measured at estimated fair value on a recurring
basis that is reflected in the consolidated balance sheets at
carrying value. The table indicates the fair value hierarchy of the
valuation techniques utilized by the Company to determine such fair
value as of December 31, 2019 and 2018:
|
|
Fair Value
Measurements Using
|
|
||
|
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
Total
|
|
As of December 31, 2019
|
($ in thousands)
|
|||
|
Financial
Assets:
|
|
|
|
|
|
Cash and cash equivalents
|
$
5,962
|
$
-
|
$
-
|
$
5,962
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents
|
$
2,054
|
$
-
|
$
-
|
$
2,054
|
|
|
|
|
|
|
|
Total equity
securities
|
$
692
|
$
-
|
$
-
|
$
692
|
|
|
|
|
|
|
|
Total
|
$
8,708
|
$
-
|
$
-
|
$
8,708
|
|
|
Fair Value
Measurements Using
|
|
||
|
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
Total
|
|
As of December 31, 2018
|
($ in thousands)
|
|||
|
Financial
Assets:
|
|
|
|
|
|
Cash and cash equivalents
|
$
8,074
|
$
-
|
$
-
|
$
8,074
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents
|
$
3,225
|
$
-
|
$
-
|
$
3,225
|
|
|
|
|
|
|
|
Total
fixed-maturity securities
|
$
-
|
$
993
|
$
-
|
$
993
|
|
|
|
|
|
|
|
Total equity
securities
|
$
162
|
$
-
|
$
-
|
$
162
|
|
|
|
|
|
|
|
Total
|
$
11,461
|
$
993
|
$
-
|
$
12,454
|
There
were no transfers between Levels 1, 2 and 3 during the years ended
December 31, 2019 and 2018.
F-16
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5.
DERIVATIVE INSTRUMENTS
Inward Industry Loss Warranty ("ILW") Swap
In
January 2018, the Company entered into an inward ILW swap (the
"2018 Inward ILW Swap") with a third-party under which qualifying
loss payments are triggered by reference to the level of losses
incurred by the insurance industry as a whole, rather than by
losses incurred by the insured. In return for a fixed payment
received of $1 million, the Company was required to make a floating
payment in the event of certain losses incurred from specified
natural catastrophes in North America, Caribbean, Europe, Japan,
Australia, New Zealand and Latin America from January 2018 to
December 2018. The Company’s maximum payment obligation under
the 2018 Inward ILW Swap was $4 million. The ILW Swap expired on
December 31, 2018 and the Company did not renew the ILW Swap during
the year ending December 31, 2019.
During
the year ending December 31, 2019, the Company settled its payment
obligation of $4 million under the 2018 Inward ILW
Swap.
6. TAXATION
Under
current Cayman Islands law, no corporate entity, including the
Company and the subsidiaries, is obligated to pay taxes in the
Cayman Islands on either income or capital gains. The Company and
its subsidiaries have an undertaking from the Governor-in-Cabinet
of the Cayman Islands, pursuant to the provisions of the Tax
Concessions Law, as amended, that, in the event that the Cayman
Islands enacts any legislation that imposes tax on profits, income,
gains or appreciations, or any tax in the nature of estate duty or
inheritance tax, such tax will not be applicable to the Company and
its subsidiaries or their operations, or to the ordinary shares or
related obligations, until April 23, 2033 and May 17, 2033,
respectively.
The
Company and its subsidiaries intend to conduct substantially all of
their operations in the Cayman Islands in a manner such that they
will not be engaged in a trade or business in the U.S. However,
because there is no definitive authority regarding activities that
constitute being engaged in a trade or business in the U.S. for
federal income tax purposes, the Company cannot assure that the
U.S. Internal Revenue Service will not contend, perhaps
successfully, that the Company or its subsidiaries are engaged in a
trade or business in the U.S. A foreign corporation deemed to be so
engaged would be subject to U.S. federal income tax, as well as
branch profits tax, on its income that is treated as effectively
connected with the conduct of that trade or business unless the
corporation is entitled to relief under an applicable tax
treaty.
F-17
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
7.
VARIABLE INTEREST ENTITIES
Oxbridge Re NS.
On December 22,
2017, the Company established Oxbridge Re NS, a Cayman domiciled
and licensed special purpose insurer, formed to provide additional
collateralized capacity to support Oxbridge Reinsurance
Limited’s reinsurance business. In respect of the debt issued
by Oxbridge Re NS to investors, Oxbridge Re NS has entered into a
retrocession agreement with Oxbridge Reinsurance Limited effective
June 1, 2018. Under this agreement, Oxbridge Re NS receives a quota
share of Oxbridge Reinsurance Limited’s catastrophe business.
Oxbridge Re NS is a non-rated insurer and the risks have been fully
collateralized by way of funds held in trust for the benefit of
Oxbridge Reinsurance Limited. Oxbridge Re NS is able to provide
investors with access to diversified natural catastrophe risk
backed by the distribution, underwriting, analysis and research
expertise of Oxbridge Re.
The
Company has determined that Oxbridge Re NS meets the definition of
a VIE
as it does not have sufficient
equity capital to finance its activities.
The Company
concluded that it is the primary beneficiary and has consolidated
the subsidiary upon its formation, as it owns 100% of the
voting shares, 100% of the issued share capital and has a
significant financial interest and the power to control the
activities of Oxbridge Re NS that most significantly impacts its
economic performance. The Company has no other obligation to
provide financial support to Oxbridge Re NS. Neither the creditors
nor beneficial interest holders of Oxbridge Re NS have recourse to
the Company’s general credit.
Upon
issuance of a series of participating notes by Oxbridge Re NS, all
of the proceeds from the issuance are deposited into collateral
accounts, to fund any potential obligation under the reinsurance
agreements entered into with Oxbridge Reinsurance Limited
underlying such series of notes. The outstanding principal amount
of each series of notes generally is expected to be returned to
holders of such notes upon the expiration of the risk period
underlying such notes, unless an event occurs which causes a loss
under the applicable series of notes, in which case the amount
returned is expected to be reduced by such noteholder's pro rata
share of such loss, as specified in the applicable governing
documents of such notes. In addition, holders of such notes are
generally entitled to interest payments, payable annually, as
determined by the applicable governing documents of each series of
notes. Oxbridge Re Holdings Limited receives an origination and
structuring fee in connection with the formation, operation and
management of Oxbridge Re NS.
Notes Payable to Series 2019-1 noteholders
Oxbridge Re NS entered into a retrocession agreement with Oxbridge
Reinsurance Ltd on June 1, 2019 and issued $600
thousand of participating notes which provides quota share
support for Oxbridge Re’s global property catastrophe excess
of loss reinsurance business. The participating notes have been
assigned Series 2019-1 and are due to mature on June 1, 2022. None
of the participating notes were redeemed during the year ending
December 31, 2019.
The
income from Oxbridge Re NS operations that are attributable to the
participating notes noteholders for the year ended December 31,
2019 was $155,000 and are included within accounts payable and
other liabilities as at December 31, 2019.
Notes Payable to Series 2018-1 noteholders
Oxbridge Re NS issued $2 million of participating notes
on June 1, 2018, all of which were issued to third parties and
which provides quota share support for Oxbridge Re’s global
property catastrophe excess of loss reinsurance business. The
operations of Oxbridge Re NS commenced on June 1, 2018. The
participating notes were due to mature on June 1, 2021. However,
during the quarter ending December 31, 2018, the participating
notes were triggered, and suffered full loss, and as a result,
these notes were subsequently redeemed and cancelled.
F-18
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8.
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
The
following table summarizes the Company’s loss and loss
adjustment expenses (“LAE”) and the reserve for loss
and LAE reserve movements for the years ended December 31, 2019 and
2018:
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2019
|
2018
|
|
|
($ in thousands)
|
|
|
|
|
|
|
Gross
balance, beginning of year
|
$
4,108
|
4,836
|
|
Incurred,
net of reinsurance, related to:
|
|
|
|
Current
period
|
-
|
10,000
|
|
Prior
period
1
|
(106
)
|
(1,006
)
|
|
Total
incurred, net of reinsurance
|
(106
)
|
8,994
|
|
Paid,
net of reinsurance, related to:
|
|
|
|
Current
period
|
-
|
(6,000
)
|
|
Prior
period
|
(4,002
)
|
(3,722
)
|
|
Total
paid, net of reinsurance
|
(4,002
)
|
(9,722
)
|
|
Net
balance, end of year
|
$
-
|
4,108
|
|
Add:
reinsurance recoverable
|
-
|
-
|
|
Gross
balance, end of period
|
$
-
|
4,108
|
1
During
the year ended December 31, 2019, the Company entered into final
commutation agreement with one (1) cedant under which the
Company’s liabilities were commuted and discharged. The
Company recognized a net gain on commutation of $106,000 which is
presented as a separate line item in the Consolidated Statement of
Operations.
F-19
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8.
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
(continued)
The
reserve for losses and LAE are comprised of case reserves (which
are based on claims that have been reported) and IBNR reserves
(which are based on losses that are believed to have occurred but
for which claims have not yet been reported and include a provision
for expected future development on existing case reserves). The
Company uses the assistance of an independent actuary in the
determination of IBNR and expected future development of existing
case reserves. This is performed on a quarterly basis.
The
uncertainties inherent in the reserving process and potential
delays by cedants and brokers in the reporting of loss information,
together with the potential for unforeseen adverse developments,
may result in the reserve for losses and LAE ultimately being
significantly greater or less than the reserve provided at the end
of any given reporting period. The degree of uncertainty is further
increased when a significant loss event takes place near the end of
a reporting period. Reserve for losses and LAE estimates are
reviewed periodically on a contract by contract basis and updated
as new information becomes known. Any resulting adjustments are
reflected in income in the period in which they become
known.
The
Company’s reserving process is highly dependent on the timing
of loss information received from its cedants and related
brokers.
Reserving methodologies and assumptions
Loss
reserves are generally established based on loss payments and case
reserves reported by clients when, and if, received. Estimates for
IBNR losses are added to the case reserves. To establish IBNR loss
estimates, the Company uses quarterly actuarial estimates from its
independent actuary, who utilizes loss data reported by the Company
along with industry loss data and information, knowledge of the
business written and actuary’s own professional
judgment.
The
independent actuary employs
standard actuarial methods for
its analysis each quarter. Such methods may include
the:
●
Reported Loss Development
Method.
Ultimate losses are estimated by calculating past
reported loss development factors and applying them to exposure
periods with further expected reported loss development. Since
reported losses include payments and case reserves, changes in both
of these amounts are incorporated in this method.
●
Expected Loss Ratio
Method.
Ultimate losses are estimated by multiplying earned
premiums by an expected loss ratio. The expected loss ratio is
selected using industry data, historical company data and actuarial
professional judgment. This method is typically used for lines of
business and contracts where there are no historical losses or
where past loss experience is not credible.
●
Bornhuetter-Ferguson
Reported Loss Method.
Ultimate losses are estimated by
modifying expected loss ratios to the extent reported losses
experienced to date differ from what would have been expected to
have been reported based upon the selected reported loss
development pattern. This method avoids some of the distortions
that could result from a large development factor being applied to
a small base of reported losses to calculate ultimate
losses.
F-20
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8.
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
(continued)
Reserving methodologies and assumptions (cont’d)
●
Frequency / Severity
Method.
Ultimate losses are estimated under this method by
multiplying the ultimate number of claims (i.e. the frequency
multiplied by the exposure base on which the frequency has been
determined), by the estimated ultimate average cost per claim (i.e.
the severity). By analyzing claims experience by its frequency and
severity components, the Company can examine trends and patterns in
the rates of claims emergence (i.e. reporting) and settlement (i.e.
closure) as well as in the average cost of claims.
The
approach is valuable because sometimes there is more inherent
stability in the frequency and severity data when viewed separately
rather than in the total losses
In
addition, the Company may supplement its analysis with other
reserving methodologies that are deemed to be relevant to specific
contracts.
For
each contract, the Company’s independent actuary utilizes
reserving methodologies that are deemed appropriate to calculate a
best estimate, or point estimate, of reserves. The decision of
whether to use a single methodology or a combination of multiple
methodologies depends upon the judgment of the independent actuary.
The Company’s reserving methodology does not require a fixed
weighting of the various methods used. Certain methods are
considered more appropriate depending on the type and structure of
the contract, the age and maturity of the contract, and the
duration of the expected paid losses on the contract.
The
Company’s gross aggregate reserves are the sum of the point
estimate reserves of all portfolio exposures. Generally, IBNR loss
reserves are calculated by estimating the ultimate incurred losses
at any point in time and subtracting cumulative paid claims and
case reserves, which incorporate specific exposures, loss payment
and reporting patterns and other relevant factors.
There
were no significant changes in the actuarial methodology or
assumptions relating to the Company’s reserve for loss and
loss adjustment expenses for the year ended December 31, 2019 or
2018.
F-21
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
(continued)
Claims Development Tables, IBNR Reserves and Claims
Frequency
The
following table discloses information about the Company’s
incurred and paid claims development as of December 31, 2019, as
well as cumulative claim frequency and the total of
incurred-but-not-reporting and expected development on reported
claims included within the net incurred claims amounts.
A claim is defined as a
reported loss from a cedant on an excess-of-loss reinsurance
contract arising from a loss event for which the Company records a
paid loss or case reserve.
The Company operates a single
business segment, being property catastrophe
reinsurance.
|
Property Catastrophe Reinsurance
|
|
|
|
||||
|
(in thousands)
|
|
|
|
||||
|
|
|
|
|
|
|
As of
|
|
|
|
Incurred Losses and Loss Adjustment Expenses
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of Incurred-but-Not-Reported Liabilities Plus Expected
Development on Reported Claims
|
Cumulative Number of Reported Claims
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
Accident Year
|
|
2016
|
2017
|
2018
|
2019
|
|
|
|
2016
|
|
$
14,775
|
$
18,801
|
$
17,795
|
$
17,689
|
$
-
|
5
|
|
2017
|
|
|
$
38,401
|
$
38,401
|
$
38,401
|
$
-
|
8
|
|
2018
|
|
|
|
$
10,000
|
$
10,000
|
$
-
|
2
|
|
2019
|
|
|
|
|
$
-
|
$
-
|
-
|
|
|
|
Total
|
|
|
$
66,090
|
$
-
|
|
Cumulative Paid Losses and Loss Adjustment Expenses
For the Years Ended December 31,
(in thousands)
|
Accident Year
|
|
2016
|
2017
|
2018
|
2019
|
|
|
|
2016
|
|
$
6,073
|
$
16,073
|
$
17,687
|
$
17,689
|
|
|
|
2017
|
|
|
$
36,293
|
$
38,401
|
$
38,401
|
|
|
|
2018
|
|
|
|
$
6,000
|
$
10,000
|
|
|
|
2019
|
|
|
|
|
$
-
|
|
|
|
|
|
Total
|
|
|
$
66,090
|
|
|
|
|
Reserve
for loss and loss adjustment expenses at December 31, 2019, net of
reinsurance
|
|
|
|
$
-
|
|
|
F-22
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
(continued)
During
the year ended December 31, 2019, the Company did not enter into
any retrocession arrangements.
During
the year ended December 31, 2018, the Company did not enter into
any retrocession arrangements. However, the Company had issued its
$2 million Series 2018-1 participating notes, all of which were
drawn down to settle losses incurred by the Company as per the
provisions of the Series 2018-1 participating notes. As such, the
Company’s gross and net reserve for losses and loss
adjustment expenses at December 31, 2018 are both $4,108,000 as
recorded on the consolidated balance sheets.
The
following table shows the historical average annual percentage
payout of claims as at December 31, 2019.
|
Years
|
1
|
2
|
3
|
4
|
|
|
|
|
|
|
|
Property
Catastrophe Reinsurance
|
62.9
%
|
34.0
%
|
9.1
%
|
0.0
%
|
9.
LOSS PER SHARE
A summary of the numerator and denominator of the basic and diluted
loss per share is presented below (dollars in thousands except per
share amounts):
|
|
Years ended December 31
|
|
|
|
2019
|
2018
|
|
Numerator:
|
|
|
|
Net
loss
|
$
(305
)
|
(5,749
)
|
|
|
|
|
|
Denominator:
|
|
|
|
Weighted
average shares - basic
|
5,733,587
|
5,733,587
|
|
Effect
of dilutive securities - Stock options
|
-
|
-
|
|
Shares
issuable upon conversion of warrants
|
-
|
-
|
|
Weighted
average shares - diluted
|
5,733,587
|
5,733,587
|
|
Loss
per share - basic
|
$
(0.05
)
|
(1.00
)
|
|
Loss
per share - diluted
|
$
(0.05
)
|
(1.00
)
|
For the years ended December 31, 2019, options to purchase 540,000
ordinary shares were anti-dilutive due to net loss during the year
presented. For the year ended December 31, 2018, 250,000 options to
purchase 250,000 ordinary shares were anti-dilutive as the sum of
the proceeds, including unrecognized compensation expense, exceeded
the average market price of the Company’s ordinary share
during the period presented. For the years ended December 31, 2019
and 2018, 8,230,700 warrants to purchase an aggregate of 8,230,700
ordinary shares were anti-dilutive because the exercise price of
$7.50 exceeded the average market price of the Company’s
ordinary share during the periods presented.
GAAP requires the Company to use the two-class method in computing
basic loss per share since holders of the Company’s
restricted stock have the right to share in dividends, if declared,
equally with common stockholders. These participating securities
effect the computation of both basic and diluted earnings per share
during periods of net loss.
F-23
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
10. SHAREHOLDERS’ EQUITY
On
February 28, 2014, the Company’s Registration Statement on
Form S-1, as amended, relating to the initial public offering of
the Company’s units was declared effective by the SEC. The
Registration Statement covered the offer and sale by the Company of
4,884,650 units, each consisting of one ordinary share and one
warrant (“Unit”), which were sold to the public on
March 26, 2014 at a price of $6.00 per Unit. The ordinary shares
and warrants comprising the Units began separate trading on May 9,
2014. The ordinary shares and warrants are traded on the Nasdaq
Capital Market under the symbols “OXBR” and
“OXBRW,” respectively. One warrant may be exercised to
acquire one ordinary share at an exercise price equal to $7.50 per
share on or before March 26, 2024. At any time after September 26,
2014 and before the expiration of the warrants, the Company at its
option may cancel the warrants in whole or in part, provided that
the closing price per ordinary share has exceeded $9.38 for at
least ten trading days within any period of twenty consecutive
trading days, including the last trading day of the
period.
The
initial public offering resulted in aggregate gross proceeds to the
Company of approximately $29.3 million (of which approximately $5
million related to the fair value proceeds on the warrants issued)
and net proceeds of approximately $26.9 million after deducting
underwriting commissions and offering expenses.
There
were 8,230,700 warrants outstanding at December 31, 2019 and 2018.
No warrants were exercised during the years ended December 31, 2019
and 2018.
As of
December 31, 2019, none of the Company’s retained earnings
were restricted from payment of dividends to the company’s
shareholders. However, since most of the Company’s capital
and retained earnings may be invested in its subsidiaries, a
dividend from the subsidiaries would likely be required in order to
fund a dividend to the Company’s shareholders and would
require notification to the Cayman Islands Monetary Authority
(“CIMA”).
Under
Cayman Islands law, the use of additional paid-in capital is
restricted, and the Company will not be allowed to pay dividends
out of additional paid-in capital if such payments result in
breaches of the prescribed and minimum capital requirement. See
also Note 12.
F-24
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
11.
STOCK-BASED
COMPENSATION
The Company currently
has outstanding stock-based awards granted under the 2014 Omnibus
Incentive Plan (the “Plan”).
Under the Plan, the Company has discretion to
grant equity and cash incentive awards to eligible individuals,
including the issuance of up to 1,000,000 of the Company’s
ordinary shares.
At December 31, 2019,
there were 400,000 shares available for grant under the
Plan.
Stock options
Stock options granted and outstanding under the Plan vests
quarterly over four years and are exercisable over the contractual
term of ten years.
A summary of the stock option activity for the years ended December
31, 2019 and 2018 is as follows (option amounts not in
thousands):
|
|
Number
of
Options
|
Weighted Average
Exercise
Price
|
Weighted-Average Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value ($000)
|
|
|
|
|
|
|
|
Outstanding
at January 1, 2018
|
250,000
|
|
|
|
|
Outstanding
at December 31, 2018
|
250,000
|
$
6.01
|
6.4 years
|
|
|
Granted
|
290,000
|
$
2.00
|
|
|
|
Outstanding
at December 31, 2019
|
540,000
|
$
3.86
|
7.4 years
|
$
-
|
|
Exercisable
at December 31, 2019
|
291,250
|
$
5.26
|
6.1 years
|
$
-
|
Compensation expense
recognized for the years ended December 31, 2019 and 2018 totaled
$36,000 and $38,000, respectively, and is included in general and
administrative expenses. At December 31, 2019 and 2018, there was
approximately $86,000 and $16,000, respectively, of total
unrecognized compensation expense related to non-vested stock
options granted under the Plan. The
Company expects to recognize the remaining
compensation expense over a weighted-average period of thirty (30)
months.
No
options were granted during the year ended December 31, 2018.
During the year ended December 31, 2019, 290,000 options were
granted with fair value estimated on the date of grant using the
following assumptions and the Black-Scholes option pricing
model:
|
|
2019
|
|
|
|
|
Expected
dividend yield
|
0
%
|
|
Expected
volatility
|
31
%
|
|
Risk-free
interest rate
|
2.59
%
|
|
Expected
life (in years)
|
10
|
|
Per
share grant date fair value of options issued
|
$
0.36
|
At the
time of the grant, the dividend yield was based on the
Company’s history and expectation of dividend payouts at the
time of the grant; expected volatility was based on volatility of
similar companies’ common stock; the risk-free rate was based
on the U.S. Treasury yield curve in effect and the expected life
was based on the contractual life of the options.
F-25
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
11.
STOCK-BASED
COMPENSATION
(continued)
Restricted Stock Awards
The Company has granted and may grant restricted
stock awards to eligible individuals in connection with their
service to the Company. The terms of the Company’s
outstanding restricted stock grants may include service,
performance and market-based conditions. The fair value of the
awards with market-based conditions is determined using a Monte
Carlo simulation method, which calculates many potential outcomes
for an award and then establishes fair value based on the most
likely outcome. The determination of fair value with respect to the
awards with only performance or service-based conditions is based
on the value of the Company’s stock on the grant date.
Restricted
stock awards granted and outstanding under the Plan vests quarterly
over four years.
During
the year ended December 31, 2019 and 2018, the Company did not
grant any restricted stock. At December 31, 2019 there were no
unvested restricted stock. Compensation expense recognized for the
year ended December 31, 2018 totaled $88,000 and was included in
general and administrative expenses.
12. NET WORTH FOR REGULATORY PURPOSES
The
subsidiaries are subject to a minimum and prescribed capital
requirement as established by CIMA. Under the terms of their
respective licenses, Oxbridge Reinsurance Limited and Oxbridge Re
NS are required to maintain a minimum and prescribed capital
requirement of $500 in accordance with the relevant
subsidiary’s approved business plan filed with
CIMA.
At
December 31, 2019, the Oxbridge Reinsurance Limited’s net
worth of $1.4 million exceeded the minimum and prescribed capital
requirement. For the years ended December 31, 2019 and 2018,
Oxbridge Reinsurance Ltd.’s net loss was approximately $817
thousand and $6 million, respectively.
At
December 31, 2019, the Oxbridge Re NS’ net worth of $105
thousand exceeded the minimum and prescribed capital requirement.
For the years ended December 31, 2019 and 2018, Oxbridge Re
NS’ net income was approximately $86 thousand and $18
thousand, respectively.
The
Subsidiaries are not required to prepare separate statutory
financial statements for filing with CIMA, and there were no
material differences between the Subsidiaries' GAAP capital,
surplus and net income, and its statutory capital, surplus and net
income as of December 31, 2019 or for the year then
ended.
F-26
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
13. FAIR VALUE AND CERTAIN RISKS AND
UNCERTAINTIES
Fair values
With
the exception of balances in respect of insurance contracts (which
are specifically excluded from fair value disclosures under GAAP)
and investment securities and derivative instruments as disclosed
in Note 4 and 5 of these consolidated financial statements, the
carrying amounts of all other financial instruments, which consist
of cash and cash equivalents, restricted cash and cash equivalents,
accrued interest and dividends receivable, premiums receivable and
other assets and accounts payable and other liabilities,
approximate their fair values due to their short-term
nature.
Concentration of underwriting risk
A
substantial portion of the Company’s current reinsurance
business ultimately relates to the risks of two entities;
accordingly, the Company’s underwriting risks are not
significantly diversified.
Concentrations of Credit and Counterparty Risk
The
Company’s derivative instruments are subject to counterparty
risk. The Company routinely monitors this risk.
The
Company markets retrocessional and reinsurance policies worldwide
through its brokers. Credit risk exists to the extent that
any of these brokers may be unable to fulfill their contractual
obligations to the Company. For example, the Company is
required to pay amounts owed on claims under policies to brokers,
and these brokers, may fail to pay over the money to the cedants.
In some jurisdictions, if a broker fails to make such a payment,
the Company might remain liable to the ceding company for the
deficiency. In addition, in certain jurisdictions, when the ceding
company pays premiums for these policies to brokers, these premiums
are considered to have been paid and the ceding insurer is no
longer liable to the Company for those amounts, whether or not the
premiums have actually been received.
The
Company remains liable for losses it incurs to the extent that any
third-party reinsurer is unable or unwilling to make timely
payments under reinsurance agreements. The Company would also
be liable in the event that its ceding companies were unable to
collect amounts due from underlying third-party
reinsurers.
In
addition, the Company is exposed to credit risk on fixed-maturity
debt instruments to the extent that the debtors may default on
their debt obligations.
The
Company mitigates its concentrations of credit and counterparty
risk by using reputable and several counterparties which decreases
the likelihood of any significant concentration of credit risk with
any one counterparty. Additionally, the Company invests in
fixed-maturity securities that are investment grade or
higher.
Market risk
Market
risk exists to the extent that the values of the Company’s
monetary assets fluctuate as a result of changes in market prices.
Changes in market prices can arise from factors specific to
individual securities or their respective issuers, or factors
affecting all securities traded in a particular market. Relevant
factors for the Company are both volatility and liquidity of
specific securities and markets in which the Company holds
investments. The Company has established investment guidelines that
seek to mitigate significant exposure to market risk.
F-27
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
14. LEASES
We
adopted ASU 2016-02, Leases on January 1, 2019, which resulted in
the recognition of operating leases on the consolidated balance
sheet in 2019 and forward. See Note 2 – Significant
Accounting Policies for more information on the adoption of the
ASU. Right-of-use assets and lease liabilities are disclosed as
line items in the consolidated balance sheet. We determine if a
contract contains a lease at inception and recognize operating
lease right-of-use assets and operating lease liabilities based on
the present value of the future minimum lease payments at the
commencement date. As our leases do not provide an implicit rate,
we use our incremental borrowing rate based on the information
available at the commencement date in determining the present value
of future payments. Lease agreements that have lease and non-lease
components, are accounted for as a single lease component. Lease
expense is recognized on a straight-line basis over the lease
term.
The
Company’s operating lease obligations are for the
Company’s office facilities. Our lease has a remaining lease
term of approximately 50 months, and includes an option to extend
the lease. Under the terms of the lease, the Company also has the
right to terminate the lease after thirty-six (36) months upon
giving appropriate notice in writing to the Lessor. The components
of lease expense and other lease information as of and during the
year ended December 31, 2019 are as follows:
|
(in thousands)
|
For the Three-Month Period
Ended
December 31,
2019
|
For the Twelve-Month Period
Ended
December 31,
2019
|
|
Operating Lease Cost
(1)
|
$
22
|
$
85
|
|
|
|
|
|
Cash
paid for amounts included in the measurement of lease
liabilities
|
|
|
|
Operating
cash flows from operating leases
|
$
22
|
$
93
|
(1)
Includes short-term
leases
|
(in thousands)
|
At December 31, 2019
|
|
Operating
lease right-of-use assets
|
$
133
|
|
|
|
|
Operating
lease liabilities
|
$
133
|
|
|
|
|
Weighted-average
remaining lease term - operating leases
|
4.17 years
|
|
|
|
|
Weighted-average
discount rate - operating leases
|
6.5
%
|
|
|
|
F-28
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
14. LEASES (
continued)
Future
minimum lease payments under non-cancellable leases as of December
31, 2019, reconciled to our discounted operating lease liability
presented on the consolidated balance sheet are as
follows:
|
(in thousands)
|
At December 31, 2019
|
|
Remainder
of 2019
|
$
-
|
|
2020
|
36
|
|
2021
|
36
|
|
2022
|
37
|
|
2023
|
37
|
|
Thereafter
|
6
|
|
Total
future minimum lease payments
|
$
152
|
|
|
|
|
Less
imputed interest
|
(19
)
|
|
Total
operating lease liability
|
$
133
|
15. RELATED PARTY TRANSACTIONS
The
Company had entered into reinsurance agreements with Claddaugh,
which is a related entity through common directorships. At December
31, 2019 and 2018, there were no related-party loss experience
refund payable and unearned premiums reserve on the consolidated
amounts included within balance sheets.
During
the year ended December 31, 2018, included within change in loss
experience refund payable and change in unearned premiums reserve
on the consolidated statements of operations are the following
related-party amounts:
|
|
December 31,
|
|
|
|
2019
|
2018
|
|
|
(in thousands)
|
|
|
|
|
|
|
Revenue
|
|
|
|
Change
in loss experience refund payable
|
$
-
|
$
225
|
|
Change
in unearned premiums reserve
|
$
-
|
$
592
|
During
the year ending December 31, 2019, Mr. Jay Madhu, a director and
officer of the Company and its subsidiaries, invested $50 thousand
in Series 2019-1 participating notes.
F-29
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
16. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following (in
thousands):
|
|
At December 31,
|
|
|
|
2019
|
2018
|
|
|
|
|
|
Leasehold
improvements
|
$
21
|
21
|
|
Furniture
and Fixtures
|
38
|
38
|
|
Motor
vehicle
|
21
|
21
|
|
Computer
equipment and software
|
33
|
32
|
|
Total,
at cost
|
113
|
112
|
|
less
accumulated depreciation and amortization
|
(104
)
|
(94
)
|
|
Property
and equipment, net
|
$
9
|
18
|
17. SUBSEQUENT EVENTS
We
evaluate all subsequent events and transactions for potential
recognition or disclosure in our financial statements. There were
no other events subsequent to December 31, 2019 for which
disclosure was required.
F-30
S
CHEDULE I
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED
PARTIES
AS OF DECEMBER 31, 2019
(expressed in thousands of U.S. dollars)
|
Type of investment
|
Cost or
Amortized
Cost
|
Fair
Value
|
Balance Sheet
Value
|
|
|
|
||
|
Preferred
stocks
|
5
|
6
|
6
|
|
Common
stocks
|
710
|
686
|
686
|
|
|
|
|
|
|
Total
equity securities
|
715
|
692
|
692
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
$
715
|
$
692
|
692
|
F-31
S
CHEDULE II
OXBRIDGE RE HOLDINGS LIMITED
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEET - PARENT COMPANY ONLY
(expressed in thousands of U.S. Dollars)
|
|
At December 31,
|
|
|
|
2019
|
2018
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
3,455
|
3,874
|
|
Equity
securities
|
692
|
162
|
|
Investment
in subsidiaries
|
1,538
|
2,272
|
|
Accrued
interest and dividend receivable
|
4
|
-
|
|
Due
from subsidiaries
|
2,394
|
2,054
|
|
Prepayment
and other receivables
|
75
|
66
|
|
Operating
lease right-of-use assets
|
133
|
-
|
|
Property
and equipment, net
|
9
|
18
|
|
Total
assets
|
$
8,300
|
8,446
|
|
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
Liabilities:
|
|
|
|
Operating
lease liabilities
|
133
|
-
|
|
Accounts
payable and other liabilities
|
124
|
132
|
|
|
|
|
|
Shareholders’
equity:
|
|
|
|
Total
shareholders’ equity
|
8,043
|
8,314
|
|
Total
liabilities and shareholders’ equity
|
$
8,300
|
8,446
|
F-32
SCHEDULE II (continued)
OXBRIDGE RE HOLDINGS LIMITED
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS - PARENT COMPANY
ONLY
(expressed in thousands of U.S. Dollars)
|
|
Years Ended December 31,
|
|
|
|
2019
|
2018
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
Net
investment income
|
$
102
|
168
|
|
Change
in fair value of equity securities
|
25
|
-
|
|
Net
realized investment losses
|
-
|
(237
)
|
|
Other
income
|
1,357
|
1,586
|
|
Operating
expenses
|
(1,057
)
|
(1,264
)
|
|
Income
before equity in loss of subsidiaries
|
427
|
253
|
|
Equity
in loss of subsidiaries
|
(732
)
|
(6,002
)
|
|
|
|
|
|
Net
loss
|
$
(305
)
|
(5,749
)
|
F-33
SCHEDULE II (continued)
OXBRIDGE RE HOLDINGS LIMITED
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF CASH - PARENT COMPANY ONLY
(expressed in thousands of U.S. Dollars)
|
|
Years Ended December 31,
|
|
|
|
2019
|
2018
|
|
Operating activities
|
|
|
|
Net
loss
|
$
(305
)
|
(5,749
)
|
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
Equity
in loss of subsidiaries
|
732
|
6,002
|
|
Stock-based
compensation
|
36
|
126
|
|
Net
amortization of premiums on investments in fixed-maturity
securities
|
-
|
7
|
|
Depreciation
|
10
|
18
|
|
Net
realized investment losses
|
-
|
237
|
|
Change
in fair value of equity securities
|
(25
)
|
-
|
|
Change
in operating assets and liabilities:
|
|
|
|
Accrued
interest and dividend receivable
|
(4
)
|
35
|
|
Due
from subsidiary
|
(340
)
|
(197
)
|
|
Prepayment
and other receivables
|
(9
)
|
42
|
|
Accounts
payable and other liabilities
|
(8
)
|
26
|
|
|
|
|
|
Net
cash provided by operating activities
|
$
87
|
547
|
|
|
|
|
|
Investing activities
|
|
|
|
Investment
in subsidiary
|
-
|
(5,535
)
|
|
Purchase
of available for sale securities
|
(505
)
|
(7,939
)
|
|
Proceeds
from sale of available for sale securities
|
-
|
12,550
|
|
Purchase
of property and equipment
|
(1
)
|
-
|
|
|
|
|
|
Net
cash used in investing activities
|
$
(506
)
|
(924
)
|
|
|
|
|
|
Net
change in cash and cash equivalents
|
(419
)
|
(377
)
|
|
Cash
and cash equivalents at beginning of year
|
3,874
|
4,251
|
|
Cash
and cash equivalents at end of year
|
$
3,455
|
3,874
|
|
|
|
|
F-34
S
CHEDULE III
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(expressed in thousands of U.S. dollars)
|
Year
|
|
Segment
|
|
Deferred
acquisition
costs, net
|
Reserves
for losses
and loss
adjustment
expenses
– gross
|
Unearned
premiums
– gross
|
Net
premiums
earned
|
Investment
income (loss)
|
Net losses,
and loss
adjustment
expenses
|
Amortization
of deferred
acquisition
costs
|
Operating
expenses
|
Gross
premiums
written
|
|
2019
|
|
Property
& Casualty
|
|
$
48
|
$
-
|
$
440
|
$
617
|
$
3
|
$
-
|
$
64
|
$
1,067
|
$
1,057
|
|
2018
|
|
Property
& Casualty
|
|
$
-
|
$
4,108
|
$
-
|
$
2,728
|
$
(255
)
|
$
10006
|
$
263
|
$
1,282
|
$
2,361
|
F-35
S
CHEDULE IV
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
REINSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(expressed in thousands of U.S. dollars)
|
Year
|
|
Segment
|
|
Direct Gross Premiums
|
Premiums ceded to other companies
|
Premiums assumed from other companies
|
Net amount
|
Percentage of amount assumed to net
|
|
2019
|
|
Property
& Casualty
|
|
$
-
|
$
-
|
$
1,057
|
$
1,057
|
100
%
|
|
2018
|
|
Property
& Casualty
|
|
$
-
|
$
-
|
$
2,361
|
$
2,361
|
100
%
|
F-36
TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6 Selected Financial DataItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15 Exhibits, Financial Statement SchedulesItem 16 Form 10-k Summary