OXBRIDGE RE HOLDINGS LTD – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q, including in this
Management's Discussion and Analysis, other than purely historical information,
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 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 "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
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"
contained in our Form 10-K filed with the
("SEC") on
undertake no obligation 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.
GENERAL
The following is a discussion and analysis of our results of operations for the
three and nine-month periods ended
condition as of
discussion should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-Q and in our Form 10-K filed with the
("SEC") on
"the Company" refer to
subsidiaries,
context dictates otherwise.
Overview
We are a
reinsurance solutions through our reinsurance subsidiaries,
Limited
which increases the underwriting capacity of
Oxbridge Re NS issues participating notes to third party investors, the proceeds
of which are utilized to collateralize
reinsurance obligations. We focus on underwriting fully-collateralized
reinsurance contracts primarily for property and casualty insurance companies in
the
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
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.
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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), 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
1 through November 30
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.
Recent Developments Oxbridge Acquisition Corp.
On
SPAC"), a
Company has an indirect investment through its wholly-owned licensed reinsurance
subsidiary
initial public offering of units ("Units"). In the initial public offering,
Oxbridge Acquisition sold an aggregate of 11,500,000 Units at a price of
per unit, resulting in total gross proceeds of
of one Class A ordinary share and one redeemable warrant, with each warrant
entitling the holder thereof to purchase one Class A ordinary share of Oxbridge
Acquisition at a price of
The initial public offering of Oxbridge Acquisition was sponsored by
Ltd.
offering, Sponsor purchased from Oxbridge Acquisition, simultaneous with the
closing of the initial public offering, an aggregate of 4,897,500 warrants at a
price of
(the "Private Placement Warrants"). Each Private Placement Warrant is
exercisable to purchase one Class A ordinary share of Oxbridge Acquisition at
ordinary shares of Oxbridge Acquisition, representing 20% of the outstanding
shares of Oxbridge Acquisition (the "Class
In connection with the organization of Sponsor, OXRE placed approximately 34.7%
of the risk capital and owns approximately 49.6% and 63.1% of the ordinary
shares and preferred shares, respectively, of the Sponsor (the "Sponsor Equity
Interest"). The preferred shares of Sponsor are nonvoting shares and entitle
the holders thereof to receive the net proceeds, if any, received by Sponsor
from the sale, exchange, or disposition of the Private Placement Warrants or the
shares issuable upon the exercise thereof, and the ordinary shares of Sponsor
(which are voting shares in Sponsor) are equivalent to the value of the Class
Shares
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On
(the "Share Purchase Agreement") under which OXRE purchased the Sponsor Equity
Interest for an aggregate purchase price of
Agreement"). Under the Share Purchase Agreement, OXRE acquired an aggregate of
1,500,000 ordinary shares and 3,094,999 preferred shares of Sponsor. The
preferred shares of Sponsor entitle the holders thereof to receive the net
proceeds, if any, received by Sponsor from the sale, exchange, or disposition of
the Private Placement Warrants or the shares issuable upon the exercise thereof,
and the ordinary shares of Sponsor are equivalent to the value of the Class
Shares
the Share Purchase Agreement contains customary representations, warranties, and
covenants.
Business outlook
The novel coronavirus ("COVID-19") pandemic has had and is expected to continue
to have a significant effect on the reinsurance industry. The industry is
currently being impacted by a number of factors including: uncertainties with
respect to current and future losses, reduction in interest rates, equity market
volatility and ongoing business and financial market impacts of an economic
downturn. The insurance industry is likely to experience material losses
resulting from COVID-19, which will reduce available capital and we expect will
help to sustain the upward pricing trend for reinsurers that we were seeing
across many lines of business before COVID-19. However, the ultimate impact on
current business in force as well as risks and potential opportunities on future
business remains highly uncertain.
Impact of COVID-19 on Business Operations
We reacted quickly and decisively to the COVID-19 crisis when we became aware of
the potential impact on our business operations. We have continued to monitor
and adjust our operations as the global pandemic unfolds. As local directives
had required us to transition our operations to remote working arrangements, all
functions remained fully operational with all employees having remote access to
the Company's network and IT systems. Each employee was equipped with a computer
and related equipment at their home to ensure access to our network and
efficiency. Prior to the COVID-19 crisis we had general remote, work-from-home
capabilities and had previously tested those systems. We have experienced no
material disruption in our business operations. As of
operations are back to normal. However, should the situation change for the
worse, we will revert to working remotely.
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; and · income under Administrative Services Agreement 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
2021 and the other half will be earned during 2022. 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.
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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
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 other
investments in Oxbridge Acquisition Corp. and 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.
Administrative Services Agreement
Commencing on the effective date of the SPAC's IPO, the Sponsor agreed to pay
the Company a total of up to
space, utilities, secretarial and administrative support to the Sponsor and the
SPAC. Upon completion of the SPAC's initial Business Combination or the SPAC's
liquidation, the Sponsor will cease paying these monthly fees. For the quarter
and nine-month period ended
from the Sponsor under the Administrative Services Agreement, which is included
in "net investment and other income" in the consolidated statements of
operations, and within "due from related party" on the consolidated balance
sheets.
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.
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RESULTS OF OPERATIONS
The following is our consolidated statement of operations and performance ratios
for the three and nine-month periods ended
in thousands, except per share amounts):
Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Revenue
Assumed premiums $ - - 904 864
Change in unearned premiums
reserve 370 247 (149 ) (218 )
Net premiums earned 370 247 755 646
Net investment and other income 25 32 64 90
Net realized investment gains - (2 ) 755 325
Unrealized gain on other
investments 7,146 - 7,146 -
Change in fair value of equity
securities (512 ) (18 ) (566 ) (343 )
Total revenue 7,029 259 8,154 718
Expenses
Losses and loss adjustment
expenses 158 - 158 -
Policy acquisition costs and
underwriting expenses 41 27 83 71
General and administrative
expenses 280 239 845 767
Total expenses 479 266 1,086 838
Income (Loss) before income
attributable to noteholders 6,550 (7 ) 7,068 (120 )
Income attributable to
noteholders (24 ) (26 ) (66 ) (112 )
Net income (loss) $ 6,526 (33 ) 7,002 (232 )
Earnings (Loss) per share
Basic and Diluted $ 1.14 (0.01 ) 1.22 (0.04 )
Weighted-average shares
outstanding
Basic and Diluted 5,733,587 5,733,587 5,733,587 5,733,587
Performance ratios to net
premiums earned:
Loss ratio 42.7 % 0.0 % 20.9 % 0.0 %
Acquisition cost ratio 11.1 % 10.9 % 11.0 % 11.0 %
Expense ratio 86.8 % 107.7 % 122.9 % 129.7 %
Combined ratio 129.5 % 107.7 % 143.8 % 129.7 %
General. Net income for the quarter ended
or
thousand
on the Company's investment in Oxbridge Acquisition Corp. during the quarter
ended
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Net income for the nine months ended
per basic and diluted earnings per share compared to a net loss of
thousand
ended
gains on the Company's investment in Oxbridge Acquisition Corp. during the
quarter ended
Premium Income. Net premiums earned typically reflects the pro rata inclusion
into income of premiums assumed (net of loss experience refund) over the life of
the reinsurance contracts.
Net premiums earned for the quarter ended
thousand
increase is due to the acceleration of premium recognition on one of the
Company's reinsurance contract due to a limit loss suffered during the quarter,
as well as higher rates on reinsurance contracts during the quarter ended
Net premiums earned for the nine ended
thousand
increase is due to the acceleration of premium recognition on one of the
Company's reinsurance contract due to a limit loss suffered during the quarter,
as well as higher rates on reinsurance contracts during the nine-month period
ended
Losses Incurred. Losses incurred for the quarter ended
increased to
The increase during the quarter is wholly due to the triggering of a limit loss
on one of the Company's reinsurance contracts, due to the impact of Hurricane
Ida on our book of business.
Losses incurred for the nine-month period ended
increase during nine month period ended
triggering of a limit loss on one of the Company's reinsurance contracts, due to
the impact of Hurricane Ida on our book of business.
Policy Acquisition Costs. Acquisition costs represent the amortization of the
brokerage fees and federal excise taxes incurred on reinsurance contracts
placed. Policy acquisition costs for the quarter ended
increased to
2020
as mentioned above, and the resulting acceleration of policy acquisition costs,
as well as higher rates on reinsurance contracts during the quarter ended
Policy acquisition costs and underwriting expenses for the nine months ended
months ended
acceleration of premium recognition as mentioned above, and the resulting
acceleration of policy acquisition costs, as well as higher rates on reinsurance
contracts during the nine-month period ended
to the prior period.
General and Administrative Expenses. General and administrative expenses for the
quarter ended
for the quarter ended
fluctuations during the quarter.
General and administrative expenses for the nine months ended
increased to
30, 2020
period ending
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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.
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 increased from 0% for the quarter ended
increase during the quarter ended
losses suffered on one of our reinsurance contract as a result of Hurricane Ida,
partially offset by a higher denominator in net premiums earned, compared with
the previous quarter.
The loss ratio increased from 0% for the nine-month period ended
2020
during the nine-month period ended
losses suffered on one of our reinsurance contract as a result of Hurricane Ida,
partially offset by a higher denominator in net premiums earned, compared with
the previous period.
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 marginally from 10.9% for the quarter ended
to 11.1% for the quarter ended
considered material.
The acquisition cost ratio for the nine-month period ended
and 2020 were both 11%.
Expense Ratio. The expense ratio is the ratio of policy acquisition cost and
general and administrative expenses to net premiums earned. We use the expense
ratio to measure our operating performance. The expense ratio decreased from
107.7% for the three-month period ended
three-month period ended
denominator in net premiums earned due to premium acceleration, partially offset
by increased policy acquisition costs and general and administrative expenses as
recorded during the three-month period ended
with the three-month period ended
The expense ratio decreased from 129.7% for the nine-month period ended
The decrease is due to a higher denominator in net premiums earned due to
premium acceleration, partially offset by increased policy acquisition costs and
general and administrative expenses as recorded during the nine-month period
ended
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. The combined ratio increased from 107.7% for the three-month period ended
2021
quarter ending
of our reinsurance contracts, when compared with the prior quarter.
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The combined ratio increased from 129.7% for the nine-month period ended
The increase is primarily due to the increase in loss ratio during the
nine-month period ending
under one of our reinsurance contracts, when compared with the prior period.
FINANCIAL CONDITION -
Restricted Cash and Cash Equivalents. As of
cash and cash equivalents decreased by
million
withdrawal of collateral on expiry of contract, and the deposit of collateral
for new treaty period during the nine months ended
Investments. As of
decrease is primarily a result of the net sales of equity securities and the
fluctuation in the prices of equity securities during the nine-month period
ended
Other investments As of
launch of Oxbridge Acquisition Corp., a special purpose acquisition company in
which the Company has an equity investment measured at fair value.
Losses payable. As of
thousand
one of our reinsurance contracts impacting our book of business as a result of
Hurricane Ida.
Notes Payable to Noteholders. As of
remained the same at
participating notes issued by our reinsurance sidecar subsidiary, Oxbridge Re NS
during the quarter ending
LIQUIDITY AND CAPITAL RESOURCES
General
We are organized as a holding company and provide administrative and management
services to our subsidiaries, as well as to Oxbridge Acquisition Corp., a
special purpose acquisition company. Our operations are conducted through our
reinsurance subsidiaries,
underwrites risks associated with our property and casualty reinsurance
programs. We have minimal continuing cash needs at the holding company level,
with such needs principally being related to the payment of administrative
expenses and shareholder dividends, if any. There are restrictions on
Reinsurance Limited's
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, and administrative services
income from
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 business plan and
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 securities that we own to generate liquidity.
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As of
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 current plans to issue further debt,
other than through additional participating notes and we 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
prohibitions on the payment of dividends, its subsidiaries
Limited
that affect its ability to pay dividends to us and include a minimum net worth
requirement. Currently, the minimum net worth requirement for each subsidiary is
By law, each subsidiary is 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
nine-month periods ended
Cash Flows for the Nine months ended
Net cash used in operating activities for the nine months ended
2021
premiums less cash disbursed for operating expenses. Net cash used in investing
activities of
of equity securities. There was no cash used in or provided by financing
activities.
Cash Flows for the Nine months ended
Net cash used in operating activities for the nine months ended
2020
and net written premiums less cash disbursed for operating expenses. Net cash
provided by investing activities of
from sale of equity securities. Net cash used in financing activities totaled
and proceeds on issuance of Series 2020-1 participating notes.
OFF-BALANCE SHEET ARRANGEMENTS
As of
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 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.
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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
footnotes. 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 fair value measurements, particular with respect
to our beneficial interest in Oxbridge Acquisition Corp., premium revenues and
risk transfer, reserve for loss and loss adjustment expenses, deferred
acquisition costs and stock-based compensation.
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.
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 and management. The investment custodians and management 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, as well as the marketability of the
instrument and the risk of forfeiture of such instrument.
Premium Revenue and Risk Transfer. We record premium revenue as earned pro-rata
over the terms of the reinsurance agreements, or period of risk, where
applicable, 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.
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 incurred but not reported, we utilize 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 operations in the period in which they are
determined.
Under 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.
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As of
expenses. See Note 7 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.
Stock-Based Compensation: The Company accounts for stock-based compensation
under the fair value recognition provisions of GAAP which requires the
measurement and recognition of compensation for all stock-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 share purchase 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 share purchase 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.
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