SECURITIES & EXCHANGE COMMISSION EDGAR FILING
OXBRIDGE RE HOLDINGS Ltd
Form: 10-K
Date Filed: 2017-03-13
Corporate Issuer CIK: 1584831
© Copyright 2017, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
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, 2016
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
(State or other jurisdiction of incorporation or organization)
98-1150254
(I.R.S. Employer Identification No.)
Strathvale House, 2nd Floor
90 North Church Street
P.O. Box 469
Grand Cayman, Cayman Islands
(Address of principal executive offices)
KY1-9006
(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
Ordinary Shares, par value $0.001 (USD) per share
Warrants
Name of Each Exchange on Which Registered
The NASDAQ Capital Market
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ☑
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” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐ Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)
☐ Smaller reporting company
☐
☑
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 $22,203,748 (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, 2016). For purposes of this calculation, the registrant has assumed that its directors and executive officers as of June 30, 2016 were
affiliates.
As of March 3, 2017, 5,885,923 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 2017 Annual Meeting of Shareholders will be
incorporated by reference into Part III of this Annual Report on Form 10-K.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED
Index to Annual Report on Form 10-K
Year Ended December 31, 2016
CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION
ITEM 1.
BUSINESS
ITEM 1A.
RISK FACTORS
ITEM 1B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
PROPERTIES
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4.
MINE SAFETY DISCLOSURES
PART I.
PART II.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS AND PROCEDURES
ITEM 9B.
OTHER INFORMATION
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE COMPENSATION
PART III.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
INDEX TO EXHIBITS
SIGNATURES
PART IV.
1
Page
2
2
11
28
28
28
28
29
32
32
41
41
41
42
43
43
43
43
44
44
44
45
47
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SPECIAL 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 subsidiary, Oxbridge Reinsurance Limited.
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
ITEM 1
BUSINESS
Overview
We are a Cayman Islands specialty property and casualty reinsurer that provides reinsurance solutions through our subsidiary, Oxbridge Reinsurance
Limited. We focus on underwriting fully-collateralized reinsurance contracts primarily for property and casualty insurance companies in the Gulf Coast region of
the United States, with an emphasis on Florida. 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 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. Our primary business focus is on fully collateralized reinsurance contracts for property catastrophes, primarily in the Gulf Coast region
of the United States, with an emphasis on Florida. 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 growth opportunities in other geographic
areas and risk categories.
2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 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.
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.
● Partial 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 be better protected in the event of large losses. We are committed to maintaining our capitalization
and financial strength over the long term and to developing a history of paying a consistent dividend on our ordinary shares.
● Take Advantage of Market Opportunities. Although our business is initially focused on catastrophe coverage for Gulf Coast insurers with an
emphasis on Florida, 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.
3
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
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.
4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
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.
5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Our portfolio of business continues to be characterized by relatively large transactions with a relatively few number of cedants. As of December 31, 2016,
we had reinsurance contracts with five (5) cedants, although we do not consider any of those contracts to be singly material to our company, and our largest
contract represented approximately 35% of our collateral at risk of all such contracts.
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, we may also from time to time 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. 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.
6
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
We have not yet and have no current plans to purchase retrocessional coverage. We may, however, decide to do so in the future to manage our overall
exposure and to balance our portfolio and, if we do, we expect that we will only purchase uncollateralized retrocessional coverage from a reinsurer with a
minimum financial strength rating of A- from either A.M. Best or Standard & Poors.
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. 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 is generally established by
the cedant for the relevant policy. Our investments are held in cash, fixed-maturity securities and equity securities.
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.
7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 a contract, 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.
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 annually by an independent actuary in order to provide additional insight into the reasonableness of our loss reserves.
8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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, 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, as well as smaller companies and other niche reinsurers. 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 February 15, 2017, we had two employees, both of whom were full time employees, and we are in the process of hiring additional resources. 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.
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 subsidiary, Oxbridge Reinsurance Limited, 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 is permitted to undertake insurance business approved by CIMA.
Oxbridge Reinsurance Limited is 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 is 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.
9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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. 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
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 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.
11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
The positions held by Paresh Patel and Sanjay (Jay) Madhu may present, and make us vulnerable to, difficult conflicts of interest and related legal
challenges.
Jay Madhu, our President and Chief Executive Officer, is also a member of the Board of Directors of HCI Group. In addition, Paresh Patel, the non-
executive Chairman of our Board of Directors, also holds the positions of Chairman of the Board, President and Chief Executive Officer at HCI Group, a company
whose subsidiaries primarily operate in the property and casualty insurance and reinsurance markets. Mr. Patel is not an employee of our company and, as
such, does not serve our company on a full-time basis.
Because both of Mr. Madhu and Mr. Patel serve on the board of directors at both HCI Group and our company, potential conflicts of interest may arise
should the interests of HCI Group and our company diverge. These relationships and potential conflicts 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.
Mr. Madhu’s service as President and Chief Executive Officer of Oxbridge Re Holdings Limited and as a director of HCI Group, as well as Mr. Patel’s
service on the board of directors of our company and HCI Group, could also raise a potential challenge under anti-trust laws. Section 8 of the Clayton Antitrust
Act, or the Clayton Act, prohibits a person from serving as a director or officer in any two competing corporations under certain circumstances. If HCI Group and
Oxbridge Re Holdings Limited are in the future deemed to be competitors within the meaning of the Clayton Act, certain thresholds relating to direct competition
between HCI Group and Oxbridge Re Holdings Limited are met, and the Department of Justice and/or Federal Trade Commission challenge the arrangement,
Mr. Madhu and/or Mr. Patel may be required to resign his positions with one of the companies and/or fines or other penalties could be assessed against Mr.
Madhu, Mr. Patel, and Oxbridge Re Holdings Limited. We expect that our company and HCI Group and its subsidiaries will have different business focuses and
marketing strategies, thus minimizing the risk of direct competition. However, it is possible that the potential for direct competition may exist with respect to the
business that we pursue with insurance companies other than HCI Group and its subsidiaries.
The business relationships between us and HCI Group, together with the positions held by our directors and executives with HCI Group, may
present difficult conflicts of interest and business opportunity issues.
We may continue to derive a substantial portion of our business from HCI Group subsidiaries during our first few years of operation. Jay Madhu, our
Chief Executive Officer and a member 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. Also, Paresh Patel, the non-executive Chairman of our Board of Directors and largest shareholder of our company, is the Chairman, President, and Chief
Executive Officer of HCI Group. Because of these 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 these
relationships, HCI Group may have the ability to otherwise significantly influence certain business decisions by us, including our writing of future policies. These
relationships and potential conflicts 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.
12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 forseesable 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.
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.
13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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:
● 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.
14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The property and casualty reinsurance market may be affected by cyclical trends.
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.
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.
15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
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.
16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
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.
17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
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. The failure to obtain work permits, or extensions
thereof, for our employees could prevent us from continuing to implement our business strategy.
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 two individuals, both 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
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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. Under Delaware law, interested party transactions are 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;
19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
● 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;
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 6, 2017 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 subsidiary is 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, our reinsurance subsidiary, is 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.
20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 (currently only
Oxbridge Reinsurance Limited). 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. Oxbridge
Reinsurance Limited, as well as some of our future 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.
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
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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, 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 jurisdiction in which operate and could subject us to fines
and other sanctions. In addition, changes in the laws or regulations to which our 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
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements and relief from certain other
significant obligations that are applicable to emerging growth companies will make our securities less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and we intend to take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, less extensive disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements to hold a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved and an extended transition period for
complying with new or revised accounting standards. This may make comparison of our financial statements with any other public company that is either not an
emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult, as different or revised
standards may be used by such companies. We cannot predict if investors will find our securities less attractive because we will rely on these exemptions. If
some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the price of our securities may be
more volatile.
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.
25
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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. In general, either of Oxbridge Re Holdings Limited or Oxbridge Reinsurance Limited would be deemed to be a PFIC for a taxable year if 75% or more of
its income constitutes ‘‘passive income’’ or 50% or more of its assets produce ‘‘passive income.’’
Passive income generally includes interest, dividends and other investment income but does not include income derived in the active conduct of an
insurance business by a corporation predominantly engaged in an insurance business. This exception for insurance companies is intended to ensure that a bona
fide insurance company’s income is not treated as passive income, except to the extent such income is attributable to financial reserves in excess of the
reasonable needs of the insurance business. We believe that we are currently operating and intend to continue operating our business with financial reserves at a
level that should not cause us to be deemed PFICs, although we cannot assure you the IRS will not successfully challenge this conclusion. In addition, sufficient
risk must be transferred under an insurance company’s contracts with its insureds in order to qualify for the insurance exception. Whether our insurance
contracts possess adequate risk transfer for purposes of determining whether income under our contracts is insurance income, and whether we are
predominantly engaged in the insurance business, are subjective in nature and there is very little authority on these issues. We cannot assure you that the IRS
will not successfully challenge the level of risk transfer under our reinsurance contracts for purposes of the insurance company exception, nor can we cannot
assure you that the IRS will not successfully challenge our interpretation of the scope of the active insurance company exception and our qualification for the
exception. Further, the IRS may issue regulatory or other guidance that causes us to fail to qualify for the active insurance company exception on a prospective
or retroactive basis. Therefore, we cannot assure you that we will satisfy the exception for insurance companies and will not be treated as PFICs currently or in
the future. Although we do not expect that we were a PFIC in 2016, nor do we expect to be a PFIC in 2017 or thereafter, no assurance can be provided in that
regard or as to our status in future years. If you are a United States person, we advise 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 indirectly or through attribution rules, own 10% or more 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 more than 25% of the total combined voting power or total value of the company’s shares for an uninterrupted period of 30 days or
more during any year. We believe that the anticipated dispersion of our ordinary shares among holders and the restrictions placed on transfer, issuance or
repurchase of our ordinary shares, will generally prevent shareholders who acquire ordinary shares from being United States 10% shareholders. In addition,
because our Articles prevent any person from holding 9.9% or more of the total combined voting power of our shares (whether held directly, indirectly, or
constructively), unless such provision is waived by the unanimous consent of our Board of Directors, we believe no persons holding ordinary shares should be
viewed as United States 10% shareholders of a CFC for purposes of the CFC rules. We cannot assure you, however, that these rules will not apply to you. If you
are a United States person we strongly urge you to consult your own tax advisor concerning the controlled foreign corporation rules.
26
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 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 is a CFC for an uninterrupted period of at least 30 days during any 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. Although we do not believe that any United States
persons will be allocated Code Subpart F insurance income, we cannot assure you that this will be the case. 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.
27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
ITEM 1B
UNRESOLVED STAFF COMMENTS
The Company has no unresolved written comments regarding its periodic or current reports from the staff of the SEC.
ITEM 2
PROPERTIES
We currently lease office space at Strathvale House building at 90 North Church Street, Georgetown, Grand Cayman. We believe that the Strathvale
House office is suitable and sufficient for us to conduct our operations for the foreseeable future.
ITEM 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.
ITEM 4
MINE SAFETY DISCLOSURES
Not applicable.
28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
PART II
ITEM 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:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Holders of Record and Tax Information
2016
2015
High
Low
High
Low
$
$
$
$
5.61
5.40
5.43
6.00
$
$
$
$
4.52
4.81
4.81
4.38
$
$
$
$
6.79 $
6.56 $
6.82 $
6.09 $
5.48
5.70
5.80
5.50
As of February 15, 2017, there were 20 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 subsidiary 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, our reinsurance
subsidiary, is subject to Cayman Islands regulatory constraints that affect its ability to pay dividends to us and include a minimum net worth requirement.
Currently, the minimum net worth requirement for Oxbridge Reinsurance Limited is $500. As of December 31, 2016, Oxbridge Reinsurance Limited exceeded
the minimum requirement. By law, Oxbridge Reinsurance Limited is restricted from paying a dividend if such a dividend would cause its net worth to drop to less
than the required minimum.
29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following table shows the frequency and amount of all cash dividends declared on our ordinary shares for the two most recent fiscal years.
Declaration Date
2016
January 20, 2016
May 12, 2016
August 13, 2016
November 12, 2016
2015
January 28, 2015
May 12, 2015
August 11, 2015
November 9, 2015
Payment Date
Record Date
Per Share Amount
March 30, 2016
June 30, 2016
September 30, 2016
December 30, 2016
March 27, 2015
June 29, 2015
September 30, 2015
December 30, 2015
March 1, 2016
June 20, 2016
September 23, 2016
December 23, 2016
February 27, 2015
June 8, 2015
September 7, 2015
December 7, 2015
$0.12
$0.12
$0.12
$0.12
$0.12
$0.12
$0.12
$0.12
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, 2016.
Use of Proceeds
On March 26, 2014, we closed our initial public offering of 4,884,650 units (the “Units”), with each Unit consisting of one ordinary share and one warrant
at a price of $6.00 per Unit. The offer and sale of all of the Units in the initial public offering were registered under the Securities Act of 1933, as amended,
pursuant to our Registration Statement on Form S-1, as amended (File No. 333-193577) and subsequent Registration Statement on Form S-1 (File No. 333-
194648) pursuant to Rule 462(b), which were declared effective on February 28, 2014 and March 18, 2014, respectively. We received aggregate net proceeds
of approximately $26.9 million after deducting commissions and offering expenses. As of December 31, 2016, we used approximately $15 million of the net
proceeds of the offering to capitalize our reinsurance subsidiary.
30
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Issuer Purchases of Equity Securities
On May 12, 2016, the Company’s Board of Directors authorized a plan to repurchase up to $2,000,000 of the Company’s common shares, inclusive of
commissions and fees. The plan expires on December 31, 2017. The table below summarizes the number of common shares repurchased during the three
months ended December 31, 2016 under the share repurchase plan.
For the Month Ended
31-Oct-16
30-Nov-16
31-Dec-16
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (a)
Average
Price Paid
Per Share
28,162
11,983
25,319
$
$
$
65,464
$
4.98
5.04
5.66
5.25
Maximum Dollar
Value of Shares
That
May Yet Be
Purchased Under
The Plans
or Programs (b)
1,461,086
1,400,670
1,257,373
31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 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.
ITEM 7
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following 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, 2016.
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, 2016 and 2015 and our financial condition as of
December 31, 2016 and 2015. 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 subsidiary, Oxbridge Reinsurance Limited, unless the context dictates otherwise.
Overview and Trends
We are a Cayman Islands specialty property and casualty reinsurer that provides reinsurance solutions through our subsidiary, Oxbridge Reinsurance
Limited. We focus on underwriting fully-collateralized reinsurance contracts primarily for property and casualty insurance companies in the Gulf Coast region of
the United States, with an emphasis on Florida. 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, with an emphasis on Florida. 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), 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.
32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 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. The
persistent low interest rate environment has reduced the earnings of many insurance and reinsurance companies and we believe that the continuation of low
interest rates, coupled with the reduction of prior years' reserve redundancies, could cause the industry to adopt overall higher pricing.
PRINCIPAL REVENUE AND EXPENSE ITEMS
Revenues
We derive our revenues from two principal sources:
● premiums assumed from reinsurance on property and casualty business; and
● income from investments.
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, 2016, one-half of the premiums will be earned in 2016 and
the other half will be earned during 2017.
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.
33
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Income from our investments is primarily comprised of interest income, dividends and net realized gains 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 established by the cedant for the relevant policy.
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 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 where necessary,
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 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 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.
34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
RESULTS OF OPERATIONS
The following table summarizes our results of operations for the years ended December 31, 2016 and 2015 (dollars in thousands, except per share
amounts):
Revenue
Assumed premiums
Change in loss experience refund payable
Change in unearned premiums reserve
Net premiums earned
Net realized investment (losses) gains
Net investment income
Other-than-temporary impairment losses
Total revenue
Expenses
Losses and loss adjustment expenses
Policy acquisition costs and underwriting expenses
General and administrative expenses
Total expenses
Net income
Earnings per share
Basic and Diluted
Weighted-average shares outstanding
Basic and Diluted
Dividends paid per share
Performance ratios to net premiums earned:
Loss ratio
Acquisition cost ratio
Expense ratio
Combined ratio
35
$
Years Ended December 31,
2016
2015
15,065
883
2,110
18,058
554
450
-
14,888
(8,294)
173
6,767
(325)
337
(399)
19,062
6,380
14,775
286
1,420
-
344
1,435
16,481
1,779
$
2,581
4,601
$
0.43
0.76
6,022,985
6,056,219
$
0.48
0.48
82%
1.6%
9.4%
91.3%
0%
5.1%
26.3%
26.3%
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Comparison of the Year Ended December 31, 2016 to Year Ended December 31, 2016
General. Net income for the year ended December 31, 2016 was $2.6 million or $0.43 per basic and diluted earnings per share compared to a net
income of $4.6 million or $0.76 per basic and diluted earnings per share for the year ended December 31, 2015. The decrease in net income from $4.6 million to
$2.6 million was primarily due to significant net underwriting losses experienced during the year ended December 31, 2016, compared to no losses during the
year ended December 31, 2015.
Premium Income. Premiums earned reflects the pro-rata inclusion into income of premiums assumed (net of loss experience refund) over the life of
our reinsurance contracts. Net premiums earned for the year ended December 31, 2016 increased $11.3 million, or 167%, to $18.1 million, from $6.8 million for
year ended December 31, 2015. The increase in net premiums earned was primarily as a result of the derecognition of cumulative loss experience refund
payable during the year ended December 31, 2016 as the Company experienced significant losses under one of its retrospectively rated multi-year contracts.
Such derecognition is recorded in the change in loss experience refund payable, a component of net premiums earned.
Losses Incurred. Losses incurred for year ended December 31, 2016 increased $14.8 million as a result of weather-related events during the year
ended December 31, 2016 that significantly impacted our book of business. There were no losses incurred during the year ended December 31, 2015.
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, 2016 decreased by $58
thousand, or 17%, to $286 thousand from $344 thousand for the year ended December 31, 2015. The decrease is the result of a lower weighted-average
acquisition costs on reinsurance contracts in force during the year ended December 31, 2016, when compared with the previous year.
General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2016 decreased marginally by $15
thousand. The decrease is not considered material.
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 increased from 0% for the year ended December 31, 2015 to 82% for the year ended December 31, 2016. The
increase is wholly due to effect of weather-events during the year ended December 31, 2016 that affected our book of business.
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
decreased from 5.1% for the year ended December 31, 2015 to 1.6% for the year ended December 31, 2016. The decrease is due to the overall lower
weighted-average acquisition costs on reinsurance contracts in force during the year ended December 31, 2016, compared with year ended December 31,
2015, as well as the impact of an adjustment to net premiums earned due to the derecognition of loss experience refund payable mentioned above.
36
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 decreased from 26.3% for the year ended December 31,
2015 to 9.4% for the year ended December 31, 2016. The decrease is primarily due to the increase net premiums earned as a result of the derecognition of loss
experience refund payable on one of our multi-year retrospectively rated contracts, as mentioned above, coupled with lower policy acquisition costs.
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 increased from 26.3%
for the year ended December 31, 2015 to 91.3% for the year ended December 31, 2016. The increase in the combined ratio is due primarily to weather-related
events affecting our book of business during the year ended December 31, 2016, partially offset by the impact of higher net premiums earned due to
derecognition of loss experience refund payable mentioned above. There were no loss events during the year ended December 31, 2015.
FINANCIAL CONDITION – DECEMBER 31, 2016 COMPARED TO DECEMBER 31, 2015
Restricted Cash and Cash Equivalents. As of December 31, 2016, our restricted cash and cash equivalents decreased by $6.9 million, or 23%, to
$23.4 million, from $30.3 million as of December 31, 2015. The decrease is due primarily to the use of collateral by cedant to pay for losses suffered from
weather-related events during the year, in addition to collateral being returned on expiration of a number of insurance contracts, partially offset by collateral
being placed for June 1, 2016 renewals.
Investments. As of December 31, 2016, our available for sale securities increased by $1.6 million, or 18%, to $10.9 million, from $9.3 million as of
December 31, 2015. The increase is primarily a result of net purchases of fixed-maturity and equity securities, coupled with a significant reduction in unrealized
losses on investments in fixed-maturity and equity securities during the year ended December 31, 2016.
Loss Experience Refund Payable. As of December 31, 2016, our loss experience refund payable decreased primarily by $8.4 million, or 85%, to $1.5
million, from $9.9 million at December 31, 2015. The decrease is due to the derecognition of loss experience refund payable under one reinsurance contract,
under which significant losses were experienced during the year ended December 31, 2016, partially offset by the recognition of a pro-rated liability over the
year ended December 31, 2016 because the absence of loss experience under certain reinsurance contracts obligates us to refund premium to the reinsurers.
Reserve for losses and loss adjustment expense . As of December 31, 2016, our reserve for losses and loss adjustment expenses increased to $8.7
million, from $0 at December 31, 2015. The increase is wholly due to the establishment of loss reserves due to loss events occurring during the year ended
December 31, 2016.
37
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 sole
reinsurance subsidiary, Oxbridge Reinsurance Limited, 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. There are restrictions on Oxbridge Reinsurance Limited’s 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, 2016 , 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 is
subject to Cayman Islands regulatory constraints that affect its ability to pay dividends to us and include a minimum net worth requirement. Currently, the
minimum net worth requirement for Oxbridge Reinsurance Limited is $500. As of December 31, 2016, Oxbridge Reinsurance Limited exceeded the minimum
required. By law, Oxbridge Reinsurance Limited 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 years ended December 31, 2016 and 2015 are summarized below.
Cash Flows for the Year ended December 31, 2016 (in thousands)
Net cash provided by operating activities for the year ended December 31, 2016 totaled $416, which consisted primarily of cash received from net
written premiums less cash disbursed for operating expenses. Net cash provided by investing activities of $6,869 was primarily due to the net sales of available
for sale securities and collateral withdrawals from trust accounts. Net cash used in financing activities totaled $3,627 representing net cash dividend payments
and cash used to repurchase ordinary shares under the Company’s share repurchase plan.
38
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Cash Flows for the Year ended December 31, 2015 (in thousands)
Net cash provided by operating activities for the year ended December 31, 2015 totaled $8,126, which consisted primarily of cash received from net
written premiums less cash disbursed for operating expenses. Net cash used in investing activities of $1,951 was primarily due to the net sales of available for
sale securities and increased collateral deposited in trust accounts. Net cash used in financing activities totaled $2,908 representing cash dividend payments.
Share Repurchase Program
On May 12, 2016, the Board of Directors of Oxbridge Re Holdings Limited (the “Company”) authorized a share repurchase program (the “Share
Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its ordinary stock for an aggregate repurchase price not to
exceed $2 million. The plan expires on December 31, 2017. Share repurchases may be executed through various means, including, without limitation, open
market transactions, privately negotiated transactions or tender offers. The repurchases will be funded from cash on hand or other capital markets sources. The
stock repurchase program may be suspended or discontinued at any time without prior notice.
The Company has adopted a Rule 10b5-1 share repurchase plan under the Securities Exchange Act of 1934 (the “Plan”) in connection with the Share
Repurchase Program. The Plan allows the Company to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading
laws or because of self-imposed trading blackout periods. Because repurchases under the Plan are subject to certain pricing parameters, there is no guarantee
as to the exact number of shares that will be repurchased under the Plan or that there will be any repurchases pursuant to the Plan. Subject to applicable
regulations, the Company may elect to amend or cancel the Plan at its discretion.
At December 31, 2016, there was approximately $1,258,000 available under the Plan.
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2016, 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 Stated 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.
39
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 occu
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 (“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.
As at December 31, 2016 our best estimate for reserves for loss and loss adjustment expenses was $8.7 million, with IBNR representing approximately
54% of such reserves.
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.
40
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
JOBS ACT
The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. We have
determined that, as an emerging growth company, we will not: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting
pursuant to Section 404(b); (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank
Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board
regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
(iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of our
Chief Executive Officer’s compensation to median employee compensation; or (v) comply with new or revised accounting standards on the relevant dates on
which adoption of such standards is required for non-emerging growth companies.
We will continue to be an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross
revenues of at least $1 billion (as indexed for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering;
(iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (iv) the date on which we are
deemed to be a “large accelerated filer,” as defined under the Exchange Act.
ITEM 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.
ITEM 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 65 of this Annual Report on Form 10-K.
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
41
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 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, 2016 ). 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.
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 issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of
December 31, 2016, 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 temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in this Annual Report.
42
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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, 2016 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B
OTHER INFORMATION
None.
PART III
ITEM 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 2017 annual meeting of stockholders to be filed with the SEC not later than 120 days after December 31, 2016.
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.
ITEM 11
EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the definitive proxy statement for our 2017 annual meeting of stockholders to
be filed with the SEC not later than 120 days after December 31, 2016.
ITEM 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 2017 annual meeting of stockholders to
be filed with the SEC not later than 120 days after December 31, 2016.
43
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 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 2017 annual meeting of stockholders to
be filed with the SEC not later than 120 days after December 31, 2016.
ITEM 14
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated herein by reference to the definitive proxy statement for our 2017 annual meeting of stockholders to
be filed with the SEC not later than 120 days after December 31, 2016.
PART IV
ITEM 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 48 of this Annual Report on Form 10-K.
(b) Exhibits
Reference is made to the separate exhibit index contained on pages 45 through 46 filed herewith.
44
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit
3
4.1
4.2
4.3
10.1
10.2*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
21
Oxbridge Re Holdings Limited
Index to Exhibits
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).
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).
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).
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).
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).
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).
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).
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).
List of Subsidiaries of Oxbridge Re Holdings Limited (incorporated by reference to Exhibit 21.1 to Oxbridge Re Holdings Limited’s
Registration Statement on Form S-1 filed January 27, 2014) (Commission File No. 333-193577).
45
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
31.1
31.2
32
101
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.
The following materials from Oxbridge Re Holdings Limited’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016
are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated
Statements of Income, (iii) Consolidated Statements of Comprehensive Income (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.
(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 48 of this Annual Report on Form 10-K.
46
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
SIGNATURES
OXBRIDGE RE HOLDINGS LIMITED
By
/s/ JAY MADHU
Jay Madhu
Chief Executive Officer and President
(Principal Executive Officer)
Date:
March 4, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of March 4, 2017 by the following persons on behalf
of the registrant and in the capacities indicated:
/s/ WRENDON TIMOTHY
Wrendon Timothy
Chief Financial Officer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
/s/ JAY MADHU
Jay Madhu
Chief Executive Officer, President and Director
(Principal Executive Officer)
/s/ PARESH PATEL
Paresh Patel
Director
/s/ RAY CABILLOT
Ray Cabillot
Director
/s/ MAYUR PATEL
Mayur Patel
Director
/s/ KRISHNA PERSAUD
Krishna Persaud
Director
/s/ ALLAN MARTIN
Allan Martin
Director
47
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Index to Consolidated Financial Statements and Financial Statement Schedules
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2016 and 2015
Consolidated Statements of Income for the years ended December 31, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2016
and 2015
Consolidated Statements of Changes in Shareholders’ Equity for the years ended
December 31, 2016 and 2015
Notes to Consolidated Financial Statements
Financial Statements Schedules
Schedule I – Summary of Investments – Other than Investments in Related Parties
Schedule II – Condensed Financial Information of the Registrant
Schedule III – Supplementary Insurance Information
Schedule IV – Supplementary Reinsurance Information
48
Form 10-K
Page(s)
F-1
F-2
F-3
F-4
F-5
F-7
F-8
F-30
F-31
F-34
F-35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Board of Directors and Shareholders Oxbridge Re Holdings Limited Grand Cayman, Cayman Islands:
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Oxbridge Re Holdings Limited and Subsidiary (the “Company”) as of December
31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for years
then ended. These consolidated financial statements are the responsibility of the Companyís management. In connection with our audits of the consolidated
financial statements, we have also audited the financial statement schedules listed in the accompanying index. These financial statements and schedules
are the responsibility of the Companyís management. Our responsibility is to express an opinion on these consolidated financial statements and schedules
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at
December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Also, in our opinion, the financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in
all material respects the information set forth therein.
HACKER, JOHNSON & SMITH PA
Tampa, Florida
March 4, 2017
F-1
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Consolidated Balance Sheets
(expressed in thousands of U.S. Dollars, except per share and share amounts)
Assets
Investments:
Fixed-maturity securities, available for sale, at fair value (amortized cost: $6,060 and $3,080, respectively) $
Equity securities, available for sale, at fair value (cost: $5,343 and $7,742, respectively)
Total investments
Cash and cash equivalents
Restricted cash and cash equivalents
Accrued interest and dividend receivable
Premiums receivable
Deferred policy acquisition costs
Prepayment and other receivables
Property and equipment, net
Total assets
Liabilities and Shareholders’ Equity
Liabilities:
Reserve for losses and loss adjustment expenses
Loss experience refund payable
Unearned premiums reserve
Accounts payable and other liabilities
Total liabilities
Shareholders’ equity:
Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 5,916,149 and 6,060,000 shares issued and
outstanding)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying Notes to Consolidated Financial Statements
F-2
At December 31,
2016
2015
6,051
4,941
10,992
12,242
23,440
48
4,038
88
98
54
51,000
8,702
1,470
3,461
204
13,837
6
33,034
4,534
(411)
37,163
51,000
3,096
6,252
9,348
8,584
30,368
25
4,117
90
91
64
52,687
-
9,913
5,571
176
15,660
6
33,657
4,838
(1,474)
37,027
52,687
$
$
$
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Consolidated Statements of Income
(expressed in thousands of U.S. Dollars, except per share amounts)
Revenue
Assumed premiums
Change in loss experience refund payable
Change in unearned premiums reserve
Net premiums earned
Net realized investment gains (losses)
Net investment income
Other-than-temporary impairment losses
Total revenue
Expenses
Losses and loss adjustment expenses
Policy acquisition costs and underwriting expenses
General and administrative expenses
Total expenses
Net income
Earnings per share
Basic and Diluted
$
Years Ended December 31,
2016
2015
15,065
883
2,110
18,058
554
450
-
14,888
(8,294)
173
6,767
(325)
337
(399)
19,062
6,380
14,775
286
1,420
-
344
1,435
16,481
1,779
$
2,581
4,601
$
0.43
0.76
Dividends paid per share
$
0.48
0.48
See accompanying Notes to Consolidated Financial Statements
F-3
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(expressed in thousands of U.S. Dollars)
Net income
Other comprehensive income (loss):
Change in unrealized gain on investments:
Unrealized gain (loss) arising during the year
Other-than-temporary impairment losses
Reclassification adjustment for net realized (gains) losses included in net income
Net change in unrealized loss
Total other comprehensive income (loss)
Comprehensive income
See accompanying Notes to Consolidated Financial Statements
F-4
Years Ended December 31,
2016
2015
$
2,581
4,601
1,617
-
(554)
1,063
1,063
(2,215)
399
325
(1,491)
(1,491)
3,644
3,110
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Years Ended December 31,
2016
2015
$
2,581
4,601
119
21
21
(554)
-
(23)
79
2
(7)
8,702
(8,443)
(2,110)
28
117
-
18
325
399
(3)
(36)
42
(11)
-
2,780
(173)
67
8,126
(2,190)
(1,101)
(12,029)
12,272
1,133
(36)
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Consolidated Statements of Cash Flows
(expressed in thousands of U.S. Dollars)
Operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation
Net amortization of premiums on investments in fixed-maturity securities
Depreciation and amortization
Net realized investment (gains) losses
Other-than-temporary impairment losses
Change in operating assets and liabilities:
Accrued interest and dividend receivable
Premiums receivable
Deferred policy acquisition costs
Prepayment and other receivables
Reserve for loss and loss adjustment expenses
Loss experience refund payable
Unearned premiums reserve
Accounts payable and other liabilities
Net cash provided by operating activities
$
416
Investing activities
Change in restricted cash and cash equivalents
Purchase of fixed-maturity securities
Purchase of equity securities
Proceeds from sale of equity securities
Proceeds from sale of fixed-maturity securities
Purchase of property and equipment
6,928
(3,111)
(10,024)
12,968
119
(11)
Net cash provided by (used in) investing activities
$
6,869
(1,951)
Financing activities
Repurchases of common stock under share repurchase plan
Cash dividends paid
Net cash used in by financing activities
(742)
(2,885)
$
(3,627)
-
(2,908)
(2,908)
(continued)
F-5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Consolidated Statements of Cash Flows, continued
(expressed in thousands of U.S. Dollars)
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of cash flow information
Interest paid
Income taxes paid
Non-cash investing activities
Net change in unrealized gain (loss) on securities available for sale
See accompanying Notes to Consolidated Financial Statements
F-6
Years Ended December 31,
2016
2015
3,658
8,584
$
12,242
-
-
3,267
5,317
8,584
-
-
1,063
(1,491)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Consolidated Statements of Changes in Shareholders’ Equity
Years ended December 31, 2016 and 2015
(expressed in thousands of U.S. Dollars, except per share amounts)
Ordinary Share Capital
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders'
Equity
Balance at December 31, 2014
Cash dividends
Net income
Issuance of restricted stock
Stock-based compensation
Total other comprehensive loss
Balance at December 31, 2015
Cash dividends
Repurchase and retirement of common stock under share
repurchase plan
Net income
Stock-based compensation
Total other comprehensive income
Balance at December 31, 2016
6,000,000
-
-
60,000
-
-
6,060,000
-
(143,851)
-
-
-
5,916,149
6
-
-
-
-
-
6
-
-
-
-
-
6
33,540
-
-
-
117
-
3,145
(2,908)
4,601
-
-
-
17
-
-
-
-
(1,491)
36,708
(2,908)
4,601
-
117
(1,491)
33,657
-
4,838
(2,885)
(1,474)
-
37,027
(2,885)
(742)
-
119
-
33,034
-
2,581
-
-
4,534
-
-
-
1,063
(411)
(742)
2,581
119
1,063
37,163
See accompanying Notes to Consolidated Financial Statements
F-7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements
For the years ended December 31, 2016 and 2015
1.
ORGANIZATION AND BASIS OF PRESENTATION
(a) Organization
Oxbridge Re Holdings Limited 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 (the “Subsidiary”), an 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 and the Subsidiary (collectively, the “Company”) have their registered offices at P.O. Box 309, Ugland House, 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.
The Company operates as a single business segment through the Subsidiary, which provides collateralized reinsurance to cover excess of loss
catastrophe risks of various affiliated and nonaffiliated ceding insurers, including Claddaugh Casualty Insurance Company, Ltd. (“Claddaugh”) and Homeowners
Choice Property & Casualty Insurance Company (“HCPCI”), which are related-party entities domiciled in Bermuda and Florida, respectively.
(b) Basis of Presentation
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.
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 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. These estimates are continually reviewed and adjusted if necessary. Such adjustments are reflected in current operations.
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
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 are classified as available-for-sale. The
Company’s investments are carried at fair value with changes in fair value included as a separate component of accumulated other comprehensive loss in
shareholders’ equity.
Unrealized gains or losses are determined by comparing the fair market value of the securities 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 income. The cost of securities 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 all securities for other-than-temporary impairment ("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 of
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 income in the period in which the Company makes such determination. For a debt 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 income, while
impairment related to all other factors is recognized in other comprehensive income (loss). 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;
F-9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair value measurement (continued)
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 debt 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 common 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 management and the Company’s investment custodians.
Management and 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 and does not necessarily correspond to management and the investment
custodians’ perceived risk of that instrument.
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, 2016 and 2015, the DAC was considered fully recoverable and no premium deficiency loss was recorded.
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, 2016 and 2015, there were no impairments in property and equipment.
F-10
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
Allowance for uncollectible receivables: Management evaluates credit quality by evaluating the exposure to individual counterparties, and, 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 as income in the year in
which they are determined. At December 31, 2016 and 2015, no receivables were determined to be overdue or impaired and, accordingly, no allowance for
uncollectible receivables has been established.
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, if any, 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 income 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 occur
which is covered by the Company.
Premiums assumed: The Company records premiums assumed, net of loss experience refunds, 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.
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.
F-11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Premiums assumed (continued)
Reinstatement premiums that are contractually calculated on a pro-rata basis of the original premiums are earned over the remaining coverage period.
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 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, 2016 and 2015.
Earnings per share: Basic earnings per share has been computed on the basis of the weighted-average number of ordinary shares outstanding during
the periods presented. Diluted earnings 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.
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.
F-12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
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: Certain 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
Cash on deposit
Cash held with custodians
Restricted cash held in trust
Total
December 31,
2016
2015
(in thousands)
$
$
6,868
5,374
23,440
3,567
5,017
30,368
35,682
38,952
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 Bank of New York Mellon and Wells Fargo 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.
F-13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4.
INVESTMENTS
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
The Company holds investments in fixed-maturity securities and equity securities that are classified as available for sale. At December 31, 2016 and
2015, 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:
As of December 31, 2016
Fixed-maturity securities
U.S. Treasury and agency securities
Total fixed-maturity securities
Mutual funds
Preferred stocks
Common stocks
Total equity securities
Cost or
Amortized
Cost
Gross
Unrealized
Gain
Gross
Unrealized
Loss
Estimated
Fair
Value ($000)
($ in thousands)
$
6,060
$
28
$
(37)
$
6,051
6,060
400
687
4,256
5,343
28
2
8
126
136
(37)
(6)
(4)
(528)
(538)
6,051
396
691
3,854
4,941
Total available for sale securities
$
11,403
$
164
$
(575)
$
10,992
As of December 31, 2015
Fixed-maturity securities
U.S. Treasury and agency securities
Exchange-traded debt securities
Total fixed-maturity securities
Preferred stocks
Common stocks
Total equity securities
$
$
2,969
111
3,080
1,674
6,068
7,742
$
12
4
16
15
158
173
$
-
-
-
(174)
(1,489)
(1,663)
2,981
115
3,096
1,515
4,737
6,252
Total available for sale securities
$
10,822
$
189
$
(1,663)
$
9,348
At December 31, 2016 and 2015, securities with a fair value of $3,502,000 and $3,638,000, respectively, are held in trust accounts as collateral under
reinsurance contracts with the Company’s ceding insurers.
F-14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4.
INVESTMENTS (continued)
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties. The
scheduled contractual maturities of fixed-maturity securities at December 31, 2016 and 2015 are as follows:
As of December 31, 2016
Available for sale
Due within one year
Due after one year through five years
Available for sale
Due after one year through five years
Due after ten years
Amortized
Cost
Estimated
Fair Value
($ in thousands)
$
2,970 $
3,090
2,998
3,053
$
6,060
$
6,051
$
$
2,969
111
2,981
115
$
3,080
$
3,096
Gross proceeds received, and the gross realized gains and losses from sales of available-for-sale securities, for the years ended December 31, 2016
and 2015 are as follows:
Year ended December 31, 2016
Fixed-maturity securities
Equity securities
Year ended December 31, 2015
Fixed-maturity securities
Equity securities
Gross
proceeds
from
sales
Gross
Realized
Gains
($ in thousands)
Gross
Realized
Losses
$
$
$
$
119
$
8
$
-
12,968
$
1,663
$
(1,117)
1,133
$
81
$
(251)
12,272
$
968
$
(1,123)
F-15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4.
INVESTMENTS (continued)
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
The Company regularly reviews its individual investment securities for OTTI. The Company considers various factors in determining whether each
individual 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.
Securities with gross unrealized loss positions at December 31, 2016 and 2015, aggregated by investment category and length of time the individual
securities have been in a continuous loss position, are as follows:
As of December 31, 2016
Gross
Estimated
Gross
Estimated
Gross
Estimated
Less Than Twelve
Twelve Months or
Months
Greater
Total
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
($ in thousands)
($ in thousands)
($ in thousands)
Fixed maturity securities
U.S. Treasury and agency securities
Total fixed-maturity securities
Equity securities
Mutual funds
Preferred stocks
All other common stocks
Total equity securities
37
3,053
37
3,053
-
-
-
-
37
3,053
37
3,053
6
4
84
193
396
1,142
-
-
444
-
-
1,088
6
4
528
193
396
2,230
94
1,731
444
1,088
538
2,819
Total available for sale securities
$
131 $
4,784 $
444 $
1,088 $
575 $
5,872
At December 31, 2016 , there were 17 securities in an unrealized loss position of which 5 of these positions had been in an unrealized loss position for
12 months or greater.
F-16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4.
INVESTMENTS (continued)
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
As of December 31, 2015
Gross
Estimated
Gross
Estimated
Gross
Estimated
Less Than Twelve
Twelve Months or
Months
Greater
Total
Equity securities
Preferred stocks
All other common stocks
Total equity securities
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
($ in thousands)
($ in thousands)
($ in thousands)
174
1,405
1,054
3,274
-
84
-
316
174
1,489
1,054
3,590
1,579
4,328
84
316
1,663
4,644
Total available for sale securities
$
1,579 $
4,328 $
84 $
316 $
1,663 $
4,644
At December 31, 2015, there were 24 securities in an unrealized loss position of which 2 of these positions had been in an unrealized loss position for 12
months or greater.
The Company believes there were no fundamental issues such as credit losses or other factors with respect to its fixed-maturity securities. It is expected
that the securities would not be settled at a price less than the par value of the investments and because the Company has the ability and intent to hold these
securities and it is probable that the Company will not be required to sell these securities until a market price recovery or maturity, the Company does not
consider any of its fixed-maturity securities to be other-than-temporarily impaired at December 31, 2016 and 2015.
In determining whether equity securities are other than temporarily impaired, the Company considers its intent and ability to hold a security for a period of
time sufficient to allow for the recovery of cost. For the year ended December 31, 2015, the Company determined that two equity securities were other-than-
temporarily impaired after considering factors such as the length of time each security had been in an unrealized loss position, the extent of the decline and the
near term prospect for recovery alongside other factors. As a result, the Company recognized impairment losses of $399,000 for year ended December 31,
2015. There were no impairment losses recorded for the year ended December 31, 2016.
F-17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4.
INVESTMENTS (continued)
Assets Measured at Estimated Fair Value on a Recurring Basis
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
The following table presents information about the Company’s financial assets measured at estimated fair value on a recurring basis that is reflected in
the consolidated balance sheets at carrying value. The table indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine
such fair value as of December 31, 2016 and 2015:
As of December 31, 2016
Financial Assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Fixed-maturity securities:
U.S. Treasury and agency securities
Total fixed-maturity securities
Mutual funds
Preferred stocks
All other common stocks
Total equity securities
Total available for sale securities
Fair Value Measurements Using
(Level 1)
(Level 2)
(Level 3)
Total
($ in thousands)
$
$
12,242
$
23,440
$
-
$
-
$
-
$
12,242
-
$
23,440
6,051
6,051
396
691
3,854
4,941
10,992
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,051
6,051
396
691
3,854
4,941
10,992
Total
$
46,674
$
-
$
-
$
46,674
F-18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4. INVESTMENTS (continued)
As of December 31, 2015
Financial Assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Fixed-maturity securities:
U.S. Treasury and agency securities
Exchange-traded debt securities
Total fixed-maturity securities
Preferred stocks
All other common stocks
Total equity securities
Total available for sale securities
Total
5. TAXATION
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
Fair Value Measurements Using
(Level 1)
(Level 2)
(Level 3)
Total
($ in thousands)
$
$
8,584
$
30,368
$
-
$
-
$
-
$
8,584
-
$
30,368
2,981
115
3,096
1,515
4,737
6,252
9,348
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,981
115
3,096
1,515
4,737
6,252
9,348
$
48,300
$
-
$
-
$
48,300
Under current Cayman Islands law, no corporate entity, including the Company and the Subsidiary, is obligated to pay taxes in the Cayman Islands on
either income or capital gains. The Company and the Subsidiary 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 the Subsidiary or their operations,
or to the ordinary shares or related obligations, until April 23, 2033 and May 17, 2033, respectively.
The Company and its subsidiary 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 subsidiary is 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-19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
6. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
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 ending December 31, 2016 and 2015.
Balance, beginning of year
Incurred related to:
Current year
Prior year
Total incurred
Paid related to:
Current year
Prior year
Total paid
Balance, end of year
Year ended
December 31,
2016
2015
($ in thousands)
$
-
14,775
-
14,775
(6,073)
-
(6,073)
8,702
$
-
-
-
-
-
-
-
-
The reserves 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.
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.
F-20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
6. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES ( continued)
The following table discloses information about the Company’s incurred and paid claims development as of December 31, 2016, net of reinsurance, 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)
Incurred Losses and Loss Adjustment Expenses
As of
December 31, 2016
Total of Incurred-but-Not-
Reported
Liabilities Plus Expected
Development
on Reported Claims
(dollars in thousands)
Cumulative
Number of
Reported Claims
2016
$14,775
$4,704
5
Accident Year
2016
Accident Year
2016
Cumulative Paid Losses and Loss Adjustment Expenses
For the Year Ended December 31,
(in thousands)
Reserve for loss and loss adjustment expenses at December 31, 2016
2016
6,073
8,702
$
$
The Company has no retrocession arrangements in place with reinsurers, and as such, there are no reinsurance recoverables on unpaid claims. Therefore, the
Company’s gross and net reserve for losses and loss adjustment expenses at December 31, 2016 are both $8,702,000 as recorded on the consolidated balance
sheets.
F-21
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
6. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES ( continued)
The following table shows the historical average annual percentage payout of claims as at December 31, 2016. This is the Company’s first year of
experience underwriting losses.
Years
Property Catastrophe Reinsurance
7. EARNINGS PER SHARE
Average Annual
Percentage
Payout of
Incurred Claims
by Age
1
41%
A summary of the numerator and denominator of the basic and diluted earnings per share is presented below (dollars in thousands except per share
amounts):
Numerator:
Net earnings
Denominator:
Weighted average shares - basic
Effect of dilutive securities - Stock options
Shares issuable upon conversion of warrants
Weighted average shares - diluted
Earnings per shares - basic
Earnings per shares - diluted
December 31,
2016
2015
$
2,581
4,601
6,022,985
-
-
6,022,985
$
$
0.43
0.43
6,056,219
-
-
6,056,219
0.76
0.76
For the years ended December 31, 2016 and 2015, 215,000 options to purchase 215,000 ordinary shares and 180,000 options to purchase 180,000
ordinary shares, respectively, 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 periods presented.
For the years ended December 31, 2016 and 2015, 8,230,700 warrants to purchase an aggregate of 8,230,700 ordinary shares were not 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 earnings 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 income.
F-22
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
8. 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,
2019. 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.
The fair value of the warrants issued in the initial public offering and initial private placement offering of $1.04 per warrant was determined by the Black-
Scholes pricing model using the following assumptions: volatility of 48%, an expected life of 5 years, expected dividend yield of 8% and a risk-free interest rate of
1.69%. There were 8,230,700 warrants outstanding at December 31, 2016 and 2015. No warrants were exercised during the years ended December 31, 2016
and 2015.
The Company declared and paid quarterly cash dividends of $0.12 per ordinary share during each of the four quarters of the year ended December 31,
2016. The total amount of such dividends declared and paid during 2016 and 2015 were approximately $2.9 million in each year.
In May 2016, the Company’s Board of Directors authorized a plan to repurchase up to $2,000,000 of the Company’s ordinary shares, inclusive of
commissions and fees. During the year ended December 31, 2016, the Company repurchased and retired a total of 143,851 shares at a weighted average price
per share of $5.16 under this authorized repurchase plan. The total cost of shares repurchased, inclusive of fees and commissions, during the year ended
December 31, 2016 was $742,000.
As of December 31, 2016 and 2015, 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 the Subsidiary, a dividend from the Subsidiary would
likely be required in order to fund a dividend to the Company’s shareholders and would require notification to 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 10.
On January 20, 2017, our Board of Directors declared a quarterly cash dividend of $0.12 per share payable on March 30, 2017 to shareholders of record
on March 17, 2017.
F-23
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
9. SHARE-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, 2016, there were 725,000 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, 2016 and 2015 is as follows (option amounts not in thousands):
Outstanding at January 1, 2015
Granted
Outstanding at December 31, 2015
Granted
Outstanding at December 31, 2016
Exercisable at December 31, 2016
Number
of
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value ($000)
-
180,000
180,000
35,000
215,000
$
$
$
$
98,750
$
6
6
6
6
6
9 years $
8.2 years $
8.2 years $
-
-
-
Compensation expense recognized for the years ended December 31, 2016 and 2015 totaled $31,000 and $29,000, respectively, and is included in
general and administrative expenses. At December 31, 2016 and 2015, there was approximately $67,000 and $87,000, 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 twenty-six (26) months.
F-24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
9. SHARE-BASED COMPENSATION (continued)
During the years ended December 31, 2016 and 2015, 35,000 options and 180,000 options, respectively, were granted with fair value estimated on the
date of grant using the following assumptions and the Black-Scholes option pricing model:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Per share grant date fair value of options issued
Restricted Stock Awards
2016
2015
9.6%
35%
2.03%
10
0.34
$
8%
35%
1.81%
10
0.64
$
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.
Information with respect to the activity of unvested restricted stock awards during the years ended December 31, 2016 and 2015 is as follows (share
amounts not in thousands):
Nonvested at January 1, 2015
Granted
Vested
Nonvested at December 31, 2015
Nonvested at January 1, 2016
Vested
Nonvested at December 31, 2016
F-25
Weighted-
Number
of
Restricted
Stock
Awards
Weighted-
Average
Grant Date
Fair Value
-
60,000
(15,000)
45,000
$
$
5.86
5.86
45,000
(15,000)
30,000
$
5.86
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
9. SHARE-BASED COMPENSATION (continued)
Compensation expense recognized for the years ended December 31, 2016 and 2015 totaled $88,000, and is included in general and administrative
expenses. At December 31, 2016 and 2015, there was approximately $176,000 and $264,000, respectively, of total unrecognized compensation expense
related to non-vested restricted stock granted under the Plan. The Company expects to recognize the remaining compensation expense over a weighted-
average period of twenty-four (24) months.
10. NET WORTH FOR REGULATORY PURPOSES
The Subsidiary is subject to a minimum and prescribed capital requirement as established by CIMA. Under the terms of its license, the Subsidiary is
required to maintain a minimum and prescribed capital requirement of $500 in accordance with the Subsidiary’s approved business plan filed with CIMA. At
December 31, 2016 and 2015, the Subsidiary’s net worth of $22.9 million and $24.4 million, respectively, exceeded the minimum and prescribed capital
requirement. For the years ended December 31, 2016 and 2015, the Subsidiary’s net income was approximately $1.2 and $4.4 million, respectively.
The Subsidiary is not required to prepare separate statutory financial statements for filing with CIMA, and there were no material differences between the
Subsidiary’s GAAP capital, surplus and net income, and its statutory capital, surplus and net income as of December 31, 2016 and 2015 or for the years then
ended.
11. 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 as disclosed in Note 4 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 receivables and
accounts payable and accruals, 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 domiciled in Florida in the United
States, one of which is under common directorship; accordingly the Company’s underwriting risks are not significantly diversified.
F-26
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
11. FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES (continued)
Credit risk
The Company is exposed to credit risk in relation to counterparties that may default on their obligations to the Company. The amount of counterparty
credit risk predominantly relates to premiums receivable and assets held at the counterparties. The Company mitigates its counterparty credit risk by using
several counterparties which decreases the likelihood of any significant concentration of credit risk with any one counterparty. 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.
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.
12. COMMITMENTS AND CONTINGENCIES
The Company has an operating lease for office space located at Strathvale House, 2nd Floor, 90 North Church Street, Grand Cayman, Cayman Islands.
The term of the lease is thirty-eight months and commenced on April 17, 2015. Rent expense under this lease for the year ended December 31, 2016 and 2015
was $59,000 and $31,000, respectively, and lease commitments at December 31, 2016 were $86,000.
The Company also has an operating lease for residential space at Britannia Villas #616, Grand Cayman, Cayman Islands that runs through October 31,
2017. Rent expense under this lease for the years ended December 31, 2016 and 2015 was $51,600 and $50,600, respectively, and lease commitments at
December 31, 2016 were $43,000.
F-27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
13. RELATED PARTY TRANSACTIONS
The Company has entered into reinsurance agreements with Claddaugh and HCPCI, both of which are related entities through common directorships. At
December 31, 2016 and 2015, included within loss experience refund payable and unearned premiums reserve on the consolidated balance sheets are the
following related-party amounts:
Loss experience refund payable
Unearned premiums reserve
December 31,
2016
2015
(in thousands)
$
$
1,470
1,417
$
$
6,510
1,392
During the years ended December 31, 2016 and 2015, included within assumed premiums, change in loss experience refund payable and change in
unearned premiums reserve on the consolidated statements of income are the following related-party amounts:
Revenue
Assumed premiums
Change in loss experience refund payable
Change in unearned premiums reserve
F-28
December 31,
2016
2015
(in thousands)
$
$
$
3,400
(2,520)
(25)
$
$
$
3,340
(2,594)
721
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
14. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following (in thousands):
Leasehold improvements
Furniture and Fixtures
Motor vehicle
Computer equipment and software
Total, at cost
less accumulated depreciation and amortization
Property and equipment, net
15. SUBSEQUENT EVENTS
At December 31,
2016
2015
$
$
21
38
21
26
106
(52)
54
21
38
21
15
95
(31)
64
We evaluate all subsequent events and transactions for potential recognition or disclosure in our financial statements.
Except as disclosed in Note 8 of these consolidated financial statements, there were no other events subsequent to December 31, 2016 for which disclosure was
required.
F-29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2016
(expressed in thousands of U.S. dollars)
SCHEDULE I
Type of investment
Fixed-maturity securities
U.S. Treasury and agency securities
Total fixed-maturity securities
Mutual Funds
Preferred stocks
Common stocks
Total equity securities
Cost or
Amortized Cost
Fair
Value
Balance Sheet
Value
$
6,060
$
$
6,051
-
6,060
400
687
4,256
5,343
6,051
396
691
3,854
4,941
6,051
-
6,051
396
691
3,854
4,941
Total investments
$
11,403
$
10,992
10,992
F-30
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEET - PARENT COMPANY ONLY
(expressed in thousands of U.S. Dollars)
Assets
Cash and cash equivalents
Investments, available for sale, at fair value
Investment in subsidiary
Accrued interest and dividend receivable
Due from subsidiary
Prepayment and other receivables
Property and equipment, net
Total assets
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and other liabilities
Shareholders’ equity:
Total shareholders’ equity
Total liabilities and shareholders’ equity
F-31
SCHEDULE II
At December 31,
2016
2015
6,360
7,490
22,894
41
439
89
54
37,367
5,543
5,710
24,431
18
1,354
82
64
37,202
$
204
175
$
37,163
37,367
37,027
37,202
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF INCOME - PARENT COMPANY ONLY
(expressed in thousands of U.S. Dollars)
Revenue
Net investment income
Net realized investment gains (losses)
Other-than-temporary impairment losses
Other income
Operating expenses
Income before equity in earnings of subsidiary
Equity in earnings of subsidiary
Net income
F-32
SCHEDULE II (continued)
Years Ended December 31,
2016
2015
$
413
646
-
1,776
(1,410)
1,425
1,156
300
(69)
(399)
1,788
(1,425)
195
4,406
$
2,581
4,601
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SCHEDULE II (continued)
Years Ended December 31,
2016
2015
$
2,581
4,601
(1,156)
119
21
21
(646)
-
(23)
915
(7)
29
(4,406)
117
-
18
69
399
(3)
(239)
(10)
66
612
2,880
(10,670)
11,524
(36)
OXBRIDGE RE HOLDINGS LIMITED
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF CASH - PARENT COMPANY ONLY
(expressed in thousands of U.S. Dollars)
Operating activities
Net income
Adjustments to reconcile net income to net cash provided/(used in) by operating activities:
Equity in earnings of subsidiary
Stock-based compensation
Net amortization of premiums on investments in fixed-maturity securities
Depreciation
Net realized investment (gains) losses
Other-than-temporary impairment losses
Change in operating assets and liabilities:
Accrued interest and dividend receivable
Due from subsidiary
Prepayment and other receivables
Accounts payable and other liabilities
Net cash provided by / (used in) operating activities
$
1,854
Investing activities
Dividends from subsidiary
Purchase of available for sale securities
Proceeds from sale of available for sale securities
Purchase of property and equipment
2,880
(13,136)
12,857
(11)
Net cash provided by / (used in) investing activities
$
2,590
3,698
Financing activities
Repurchases of common stock under share repurchase plan
Cash dividends paid
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
F-33
(742)
(2,885)
$
(3,627)
817
5,543
6,360
$
-
(2,908)
(2,908)
1,402
4,141
5,543
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
(expressed in thousands of U.S. dollars)
SCHEDULE III
Reserves
for losses
and loss
adjustment
expenses
– gross
Deferred
acquisition
costs, net
Year
Segment
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
2016
2015
Property &
Casualty
Property &
Casualty
$
$
88 $
8,702 $
3,461 $ 18,058 $
1,004 $
14,775 $
286 $
1,420 $ 15,065
90 $
- $
5,571 $
6,767 $
(387) $
- $
344 $
1,435 $ 14,888
F-34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Year
2016
2015
Segment
Property & Casualty
$
Property & Casualty
$
Direct
Gross
Premiums
Premiums
ceded to
other
companies
Premiums
assumed
from other
companies
Net amount
-
$
-
$
-
$
15,065 $
15,065
-
$
14,888
$
14,888
SCHEDULE IV
Percentage
of amount
assumed to
net
100%
100%
F-35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.1
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
I, Jay Madhu, certify that:
1. I have reviewed this Annual Report on Form 10-K of Oxbridge Re Holdings Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: March 4, 2017
By: /s/ JAY MADHU
Jay Madhu
Chief Executive Officer and President
(Principal Executive Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.2
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
I, Wrendon Timothy, certify that:
1. I have reviewed this Annual Report on Form 10-K of Oxbridge Re Holdings Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: March 4, 2017
By: /s/ WRENDON TIMOTHY
Wrendon Timothy
Chief Financial Officer and Secretary
(Principal Financial Officer and Principal
Accounting Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. §1350
Exhibit 32
Solely for the purposes of complying with 18 U.S.C. §1350, we, the undersigned Chief Executive Officer and Chief Financial Officer of Oxbridge Re Holdings
Limited (the “Company”), hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2016
(the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended and that information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ JAY MADHU
Jay Madhu
Chief Executive Officer and President
(Principal Executive Officer)
/s/ WRENDON TIMOTHY
Wrendon Timothy
Chief Financial Officer and Secretary
(Principal Financial Officer and Principal
Accounting Officer)
Date: March 4, 2017
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.