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
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 six-month periods ended
condition as of
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
30, 2022
to
Reinsurance Limited
Overview and Trends
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. Additionally, we intend to complement our
underwriting profits with investment profits on an opportunistic basis. Our
underwriting 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
we attempt to grow our capital base, we expect that we will consider further
growth opportunities in other geographic areas and risk categories.
27
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.
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.
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 generally
entitle the holders thereof to receive the net proceeds, if any, received by
Sponsor from the sale, exchange, or disposition of the Private Placement
Warrants or the shares issuable upon the exercise thereof, and the ordinary
shares of Sponsor (which are voting shares in Sponsor) will generally be
equivalent to the value of the Class
Sponsor.
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 generally entitle the holders thereof to receive the
net proceeds, if any, received by Sponsor from the sale, exchange, or
disposition of the Private Placement Warrants or the shares issuable upon the
exercise thereof, and the ordinary shares of Sponsor are equivalent to the value
of the Class
the foregoing, the Share Purchase Agreement contains customary representations,
warranties, and covenants.
28
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 unrealized gain (loss) on other investments; ? income under our 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
2022 and the other half will be earned during 2023. 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
Income from our investments is primarily comprised of net realized and
unrealized gains (losses) interest income and dividends 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
for office 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 period ended
and a corresponding receivable of
Administrative Services Agreement, which is included in "net investment and
other income" in the consolidated statements of operations, and "Due from
related party" in the consolidated balance sheet, respectively. The receivable
was received by the Company subsequent to the period end.
29 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.
30 RESULTS OF OPERATIONS
The following is our consolidated statement of operations and performance ratios
for the three and six-month periods ended
thousands, except per share amounts):
Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
Revenue
Assumed premiums $ 669 1,014 705 904
Premiums ceded (24 ) (60 )
Change in unearned premiums
reserve (451 ) (809 ) (241 ) (518 )
Net premiums earned 194 205 404 386
Net investment and other income 41 23 75 38
Net realized investment gains 19 755 27 755
Unrealized gain on other
investment 571 - 341 -
Change in fair value of equity
securities (322 ) (178 ) (342 ) (54 )
Total revenue 503 805 505 1,125
Expenses
Policy acquisition costs and
underwriting expenses 21 22 44 42
General and administrative
expenses 389 312 728 565
Total expenses 410 334 772 607
Income (Loss) before income
attributable to noteholders 93 471 (267 ) 518
Income attributable to
noteholders (16 ) (23 ) (43 ) (42 )
Net income (loss) $ 77 448 (310 ) 476
Earnings (Loss) per share
Basic and Diluted $ 0.01 0.08 (0.05 ) 0.08
Weighted-average shares
outstanding
Basic and Diluted 5,751,586 5,733,587 5,766,382 5,733,587
Performance ratios to net
premiums earned:
Loss ratio 0.0 % 0.0 % 0.0 % 0.0 %
Acquisition cost ratio 10.8 % 10.7 % 10.9 % 10.9 %
Expense ratio 211.3 % 162.9 % 191.1 % 157.3 %
Combined ratio 211.3 % 162.9 % 191.1 % 157.3 %
General. Net Income for the quarter ended
thousand
of equity securities and decreased net realized investment gain during the
quarter ended
Net loss for the six months ended
per basic or diluted loss per share compared to a net income of
per basic and diluted earnings per share, for the six months ended
The decrease is mainly due to a significantly decline in net realized investment
gains during the six months ended
period
Premium Income. Net premiums earned typically reflects the pro rata inclusion
into income of premiums assumed over the life of the reinsurance contracts.
Net premiums earned for the quarter ended
Net premiums earned for the six months ended
thousand
is due to higher weighted average rate on reinsurance contracts in force during
the quarter ended
31
Losses Incurred. There were no losses incurred during the three and six-month
periods ending
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 quarter ended
Policy acquisition costs and underwriting expenses for the six months ended
30, 2022
months ended
General and Administrative Expenses. General and administrative expenses for the
quarter ended
thousand
inflationary expense fluctuations during the quarter.
General and administrative expenses for the six months ended
increased to
2021
ending
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 for the three and six-month ended
2022
incurred in the quarters and six-month periods ended
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 marginally increased from 10.7% for the quarter ended
10.8% for the quarter ended
The acquisition cost ratio remained consistent at 10.9% for the six-month period
ended
Expense Ratio. The expense ratio is the ratio of policy acquisition costs, and
general and administrative expenses to net premiums earned. We use the expense
ratio to measure our operating performance. The expense ratio increased from
162.9% for the three-month period ended
three-month period ended
general and administrative expenses during the period, as a result of increased
personnel and other expenses during the quarter ending
compared with the prior period.
The expense ratio increased from 157.3% for the six-month period ended
2021
to higher general administrative expenses incurred during the six-month period
ended
32
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 162.9% for the three-month period ended
increase is primarily to higher general and administrative expenses during the
period, as a result of increased personnel and other expenses during the quarter
ending
The combined ratio increased from 157.3% for the six-month period ended
2021
to higher general administrative expenses incurred during the six-month period
ended
FINANCIAL CONDITION -
Restricted Cash and Cash Equivalents. As of
and cash equivalents increased by
deposits made during the six months ended
Investments. As of
thousand
The increase is primarily a result of purchase of equity securities during the
six-month period ended
Other Investments. As of
thousand
is due to fair value changes of our investment in Oxbridge Acquisition Corp., a
special purpose acquisition company in which the Company has an equity
investment measured at fair value.
Notes Payable to Noteholders. As of
the same at
notes issued by our reinsurance sidecar subsidiary, Oxbridge Re NS during the
quarter ending
Unearned Premiums Reserve. As of
increased by
2021
in-force reinsurance contracts during the period ending
a new reinsurance contracts being in-forced on
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. There are restrictions on
Reinsurance Limited's
described in more detail below.
33 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
business plan and investment guidelines. Our investment portfolio, except for
our investment in OAC sponsor Ltd., 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.
As of
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 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
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
six-month periods ended
Cash Flows for the Six months ended
Net cash used in operating activities for the six months ended
totaled
less cash disbursed for operating expenses. Net cash used in investing
activities of
There was no cash used in or provided by financing activities.
Cash Flows for the Six months ended
Net cash used in operating activities for the six months ended
totaled
less cash disbursed for operating expenses. Net cash provided by investing
activities of
There was no cash used in or provided by financing activities.
34
OFF-BALANCE SHEET ARRANGEMENTS
As of
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 accounting principles generally accepted in
(''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
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, and deferred
acquisition costs.
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.
35
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. The fair value of our indirect investment in
Oxbridge Acquisition Corp. is based on the fair value calculation made by an
independent valuation expert utilizing observable and unobservable inputs. 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 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.
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 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.
At
no significant events occurring during the year and no reported claims on
contract in force. 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.
36
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.
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