Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | OXBRIDGE RE HOLDINGS LIMITED | |
Entity Central Index Key | 0001584831 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 5,733,587 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-36346 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | E9 | |
Entity Tax Identification Number | 98-1150254 | |
Entity Address Address Line 1 | Suite 201 | |
Entity Address Address Line 2 | 42 Edward Street | |
Entity Address Address Line 3 | GeorgetownP.O. Box 469 | |
Entity Address City Or Town | Grand Cayman | |
Entity Address State Or Province | KY | |
Entity Address Postal Zip Code | KY1-9006 | |
City Area Code | 345 | |
Local Phone Number | 749-7570 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Equity securities, at fair value (cost : $1,022 and $965) | $ 790,000 | $ 787,000 |
Cash and cash equivalents | 7,621,000 | 5,562,000 |
Restricted cash and cash equivalents | 345,000 | 1,914,000 |
Accrued interest and dividend receivable | 0 | 1,000 |
Premiums receivable | 911,000 | 464,000 |
Related party note receivable | 177,000 | 0 |
Deferred policy acquisition costs | 102,000 | 45,000 |
Operating lease right-of-use assets | 179,000 | 222,000 |
Prepayment and other assets | 127,000 | 75,000 |
Property and equipment, net | 8,000 | 13,000 |
Total assets | 10,260,000 | 9,083,000 |
Liabilities: | ||
Notes payable to noteholders | 216,000 | 216,000 |
Unearned premiums reserve | 930,000 | 411,000 |
Operating lease liabilities | 179,000 | 222,000 |
Accounts payable and other liabilities | 404,000 | 209,000 |
Total liabilities | 1,729,000 | 1,058,000 |
Shareholders' equity: | ||
Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 5,733,587 shares issued and outstanding) | 6,000 | 6,000 |
Additional paid-in capital | 32,324,000 | 32,294,000 |
Accumulated Deficit | (23,799,000) | (24,275,000) |
Total shareholders' equity | 8,531,000 | 8,025,000 |
Total liabilities and shareholders' equity | $ 10,260,000 | $ 9,083,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Equity securities, at fair value cost | $ 1,022 | $ 965 |
Ordinary shares, par value | $ 0.001 | $ 0.001 |
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, issued | 5,733,587 | 5,733,587 |
Ordinary shares, outstanding | 5,733,587 | 5,733,587 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Assumed premiums | $ 1,014 | $ 864 | $ 904 | $ 864 |
Change in unearned premiums reserve | (809) | (729) | (518) | (464) |
Net premiums earned | 205 | 135 | 386 | 400 |
Net investment and other income | 23 | 25 | 38 | 57 |
Net realized investment gains | 755 | 320 | 755 | 326 |
Change in fair value of equity securities | (178) | 2 | (54) | (324) |
Total revenue | 805 | 482 | 1,125 | 459 |
Expenses | ||||
Policy acquisition costs and underwriting expenses | 22 | 15 | 42 | 44 |
General and administrative expenses | 312 | 282 | 565 | 528 |
Total expenses | 334 | 297 | 607 | 572 |
Income (Loss) before income attributable to noteholders | 471 | 185 | 518 | (113) |
Income attributable to noteholders | (23) | (20) | (42) | (86) |
Net income (loss) | $ 448 | $ 165 | $ 476 | $ (199) |
Earnings (Loss) per share | ||||
Basic and Diluted | $ 0.08 | $ 0.03 | $ 0.08 | $ (0.03) |
Weighted-average shares outstanding | ||||
Basic and Diluted | 5,733,587 | 5,733,587 | 5,733,587 | 5,733,587 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Statements of Comprehensive Loss (Unaudited) | ||||
Net income (loss) | $ 448,000 | $ 165,000 | $ 476,000 | $ (199,000) |
Other comprehensive loss: | ||||
Total other comprehensive loss | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | $ 448,000 | $ 165,000 | $ 476,000 | $ (199,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net income (loss) | $ 476,000 | $ (199,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 30,000 | 16,000 |
Depreciation and amortization | 5,000 | 3,000 |
Net realized investment gains | (755,000) | (326,000) |
Change in fair value of equity securities | 54,000 | 324,000 |
Change in operating assets and liabilities: | ||
Accrued interest and dividend receivable | 1,000 | 11,000 |
Premiums receivable | (447,000) | (417,000) |
Related party note receivable | (177,000) | 0 |
Deferred policy acquisition costs | (57,000) | (52,000) |
Prepayment and other assets | (52,000) | (29,000) |
Unearned premiums reserve | 519,000 | 465,000 |
Accounts payable and other liabilities | 195,000 | (120,000) |
Net cash used in operating activities | (208,000) | (324,000) |
Investing activities | ||
Purchase of equity securities | (648,000) | (2,390,000) |
Proceeds from sale of equity securities | 1,346,000 | 2,135,000 |
Purchase of property and equipment | 0 | (13,000) |
Net cash provided by/(used in) investing activities | 698,000 | (268,000) |
Financing activities | ||
Proceeds on issuance of notes | 0 | 216,000 |
Redemption of notes | 0 | (600,000) |
Net cash used in financing activities | 0 | (384,000) |
Cash and cash equivalents, and restricted cash and cash equivalents: | ||
Net change during the period | 490,000 | (976,000) |
Balance at beginning of period | 7,476,000 | 8,016,000 |
Balance at end of period | 7,966,000 | 7,040,000 |
Non-cash investing activities | ||
Operating lease right-of-use assets | 0 | 169,000 |
Operating lease liability | $ 0 | $ 169,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Total | Ordinary Share Capital | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 5,733,587 | |||
Balance, amount at Dec. 31, 2019 | $ 8,043,000 | $ 6,000 | $ 32,262,000 | $ (24,225,000) |
Net income (loss) | (364,000) | 0 | 0 | (364,000) |
Stock-based compensation | 8,000 | $ 0 | 8,000 | 0 |
Balance, shares at Mar. 31, 2020 | 5,733,587 | |||
Balance, amount at Mar. 31, 2020 | 7,687,000 | $ 6,000 | 32,270,000 | (24,589,000) |
Balance, shares at Dec. 31, 2019 | 5,733,587 | |||
Balance, amount at Dec. 31, 2019 | 8,043,000 | $ 6,000 | 32,262,000 | (24,225,000) |
Net income (loss) | (199,000) | |||
Balance, shares at Jun. 30, 2020 | 5,733,587 | |||
Balance, amount at Jun. 30, 2020 | 7,860,000 | $ 6,000 | 32,278,000 | (24,424,000) |
Balance, shares at Mar. 31, 2020 | 5,733,587 | |||
Balance, amount at Mar. 31, 2020 | 7,687,000 | $ 6,000 | 32,270,000 | (24,589,000) |
Net income (loss) | 165,000 | 0 | 0 | 165,000 |
Stock-based compensation | 8,000 | $ 0 | 8,000 | 0 |
Balance, shares at Jun. 30, 2020 | 5,733,587 | |||
Balance, amount at Jun. 30, 2020 | 7,860,000 | $ 6,000 | 32,278,000 | (24,424,000) |
Balance, shares at Dec. 31, 2020 | 5,733,587 | |||
Balance, amount at Dec. 31, 2020 | 8,025,000 | $ 6,000 | 32,294,000 | (24,275,000) |
Net income (loss) | 28,000 | 0 | 0 | 28,000 |
Stock-based compensation | 15,000 | $ 0 | 15,000 | 0 |
Balance, shares at Mar. 31, 2021 | 5,733,587 | |||
Balance, amount at Mar. 31, 2021 | 8,068,000 | $ 6,000 | 32,309,000 | (24,247,000) |
Balance, shares at Dec. 31, 2020 | 5,733,587 | |||
Balance, amount at Dec. 31, 2020 | 8,025,000 | $ 6,000 | 32,294,000 | (24,275,000) |
Net income (loss) | 476,000 | |||
Balance, shares at Jun. 30, 2021 | 5,733,587 | |||
Balance, amount at Jun. 30, 2021 | 8,531,000 | $ 6,000 | 32,324,000 | (23,799,000) |
Balance, shares at Mar. 31, 2021 | 5,733,587 | |||
Balance, amount at Mar. 31, 2021 | 8,068,000 | $ 6,000 | 32,309,000 | (24,247,000) |
Net income (loss) | 448,000 | 448,000 | ||
Stock-based compensation | 15,000 | 15,000 | 0 | |
Balance, shares at Jun. 30, 2021 | 5,733,587 | |||
Balance, amount at Jun. 30, 2021 | $ 8,531,000 | $ 6,000 | $ 32,324,000 | $ (23,799,000) |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
1. Organization and Basis of Presentation | 1. ORGANIZATION AND BASIS OF PRESENTATION (a) Organization Oxbridge Re Holdings Limited (the “Company”) was incorporated as an exempted company on April 4, 2013 under the laws of the Cayman Islands. Oxbridge Re Holdings Limited owns 100% of the equity interest in Oxbridge Reinsurance Limited, an exempted entity incorporated on April 23, 2013 under the laws of the Cayman Islands and for which a Class “C” Insurer’s license was granted on April 29, 2013 under the provisions of the Cayman Islands Insurance Law. Oxbridge Re Holdings Limited also owns 100% of the equity interest in Oxbridge Re NS, an entity incorporated as an exempted company on December 22, 2017 under the laws of the Cayman Islands to function as a reinsurance sidecar facility and to increase the underwriting capacity of Oxbridge Reinsurance Limited. The Company, through its subsidiaries (collectively “Oxbridge Re”) provides collateralized reinsurance in the property catastrophe market and invests in various insurance-linked securities. The Company operates as a single business segment through its wholly-owned subsidiaries. The Company’s headquarters and principal executive offices are located at Suite 201, 42 Edward Street, Georgetown, Grand Cayman, Cayman Islands, and have their registered offices at P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands. The Company’s ordinary shares and warrants are listed on The NASDAQ Capital Market under the symbols “OXBR” and “OXBRW,” respectively. (b) Basis of Presentation and Consolidation The accompanying unaudited, consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s consolidated financial position as of June 30, 2021 and the consolidated results of operations and cash flows for the periods presented. The consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2021. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s Form 10-K, which was filed with the SEC on March 30, 2021. In preparing the interim unaudited 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 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. The Company consolidates in these consolidated financial statements the results of operations and financial position of all voting interest entities (“VOE”) in which the Company has a controlling financial interest and all variable interest entities (“VIE”) in which the Company is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether an entity qualifies as a VIE or VOE, depends on the facts and circumstances surrounding each entity. All significant intercompany balances and transactions have been eliminated. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
2. Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents: Restricted cash and cash equivalents: Investments : 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 operations. 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. Fair value measurement Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 Inputs that are unobservable. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. For fixed maturity securities, inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, broker quotes for similar securities and other factors. The fair value of investments in stocks and exchange-traded funds is based on the last traded price. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company’s investment custodians. 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. Deferred policy acquisition costs (“DAC”): Property and equipment: Allowance for uncollectible receivables: Reserves for losses and loss adjustment expenses: Loss experience refund payable: Premiums assumed: 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 may allow for reinstatement premiums in the event of a full limit loss prior to the expiration of the contract. A reinstatement premium is not due until there is a full limit loss event and therefore, in accordance with GAAP, the Company records a reinstatement premium as written only in the event that the reinsured incurs a full limit loss on the contract and the contract allows for a reinstatement of coverage upon payment of an additional premium. For catastrophe contracts which contractually require the payment of a reinstatement premium equal to or greater than the original premium upon the occurrence of a full limit loss, the reinstatement premiums are earned over the original contract period. Reinstatement premiums that are contractually calculated on a pro-rata basis of the original premiums are earned over the remaining coverage period. Unearned Premiums Ceded: Ceded premiums are written during the period in which the risk incept and are expensed over the contract period in proportion to the period of protection. Unearned premiums ceded consist of the unexpired portion of the reinsurance obtained. Uncertain income tax positions: Earnings (Loss) Per Share: Stock-Based Compensation : 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. Pending Accounting Updates: Accounting Standards Update No. 2016-13. . Segment Information : Reclassifications: |
CASH AND CASH EQUIVALENTS AND R
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS | 6 Months Ended |
Jun. 30, 2021 | |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS | |
3. Cash and Cash Equivalents and Restricted Cash and Cash Equivalents | 3. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS At June 30, At December 31, 2021 2020 (in thousands) Cash on deposit $ 3,588 $ 2,253 Cash held with custodians 4,033 3,309 Restricted cash held in trust 345 1,914 Total $ 7,966 $ 7,476 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 Truist Bank, f/k/a SunTrust Bank and is held in accordance with the Company’s trust agreements with the ceding insurers and trustees, which require that the Company provide collateral having a market value greater than or equal to the limit of liability, less unpaid premium. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
INVESTMENTS | |
4. Investments | 4. INVESTMENTS The Company from time to time invests in fixed-maturity securities and equity securities. At June 30, 2021 and December 31, 2020, the Company did not hold any available-for-sale debt securities. Proceeds received, and the gross realized gains and losses from sales of equity securities, for the three and six months ended June 30, 2021 and 2020 were as follows: Gross Gross Gross proceeds Realized Realized from sales Gains Losses ($ in thousands) Three Months Ended June 30, 2021 Equity securities $ 1,344 $ 755 $ - Six Months Ended June 30, 2021 Equity securities $ 1,346 $ 755 $ - Three Months Ended June 30, 2020 Equity securities $ 1,889 $ 320 $ - Six Months Ended June 30, 2020 Equity securities $ 2,135 $ 326 $ - Assets Measured at Estimated Fair Value on a Recurring Basis The following table presents information about the Company’s financial assets measured at estimated fair value on a recurring basis that is reflected in the consolidated balance sheets at carrying value. The table indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of June 30, 2021 and December 31, 2020: Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of June 30, 2021 ($ in thousands) Financial Assets: Cash and cash equivalents $ 7,621 $ - $ - $ 7,621 Restricted cash and cash equivalents $ 345 $ - $ - $ 345 Related party note receivable $ 177 $ - $ - $ 177 Total equity securities 790 - - 790 Total $ 8,933 $ - $ - $ 8,933 Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of December 31, 2020 ($ in thousands) Financial Assets: Cash and cash equivalents $ 5,562 $ - $ - $ 5,562 Restricted cash and cash equivalents $ 1,914 $ - $ - $ 1,914 Total equity securities 787 - - 787 Total $ 8,263 $ - $ - $ 8,263 |
TAXATION
TAXATION | 6 Months Ended |
Jun. 30, 2021 | |
TAXATION | |
5. Taxation | 5. TAXATION Under current Cayman Islands law, no corporate entity, including the Company and the subsidiaries, is obligated to pay taxes in the Cayman Islands on either income or capital gains. The Company and its subsidiaries have an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Law, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes tax on profits, income, gains or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to the Company and its subsidiaries or their operations, or to the ordinary shares or related obligations, until April 23, 2033 and May 17, 2033, respectively. The Company and its subsidiaries intend to conduct substantially all of their operations in the Cayman Islands in a manner such that they will not be engaged in a trade or business in the U.S. However, because there is no definitive authority regarding activities that constitute being engaged in a trade or business in the U.S. for federal income tax purposes, the Company cannot assure that the U.S. Internal Revenue Service will not contend, perhaps successfully, that the Company or its 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. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Jun. 30, 2021 | |
VARIABLE INTEREST ENTITIES | |
6. Variable Interest Entities | 6. VARIABLE INTEREST ENTITIES Oxbridge Re NS. The Company has determined that Oxbridge Re NS meets the definition of a VIE as it does not have sufficient equity capital to finance its activities. The Company concluded that it is the primary beneficiary and has consolidated the subsidiary upon its formation, as it owns 100% of the voting shares, 100% of the issued share capital and has a significant financial interest and the power to control the activities of Oxbridge Re NS that most significantly impacts its economic performance. The Company has no other obligation to provide financial support to Oxbridge Re NS. Neither the creditors nor beneficial interest holders of Oxbridge Re NS have recourse to the Company’s general credit. Upon issuance of a series of participating notes by Oxbridge Re NS, all of the proceeds from the issuance are deposited into collateral accounts, to fund any potential obligation under the reinsurance agreements entered into with Oxbridge Reinsurance Limited underlying such series of notes. The outstanding principal amount of each series of notes generally is expected to be returned to holders of such notes upon the expiration of the risk period underlying such notes, unless an event occurs which causes a loss under the applicable series of notes, in which case the amount returned is expected to be reduced by such noteholder's pro rata share of such loss, as specified in the applicable governing documents of such notes. In addition, holders of such notes are generally entitled to interest payments, payable annually, as determined by the applicable governing documents of each series of notes. Oxbridge Re Holdings Limited receives an origination and structuring fee in connection with the formation, operation and management of Oxbridge Re NS. Notes Payable to Series 2020-1 noteholders Oxbridge Re NS entered into a retrocession agreement with Oxbridge Reinsurance Ltd on June 1, 2020 and issued $216 thousand of participating notes which provides quota share support for Oxbridge Re’s global property catastrophe excess of loss reinsurance business. The participating notes have been assigned Series 2020-1 and are due to mature on June 1, 2023. None of the participating notes were redeemed during the three and six-month periods ending June 30, 2021. The income from Oxbridge Re NS operations that are attributable to the participating notes noteholders for the three and six months ended June 30, 2021 was $23,000 and $42,000, respectively, and are included within accounts payable and other liabilities as at June 30, 2021. The income from Oxbridge Re NS operations that are attributable to the participating notes noteholders for the three and six months ended June 30, 2020 was $20,000 and $86,000 respectively, and are included within accounts payable and other liabilities as at June 30, 2020. The income for the three and six months ended June 30, 2020, was related to Notes Payable to Series 2019-1 noteholders which were redeemed during the three months period ending June 30, 2020. |
RESERVE FOR LOSSES AND LOSS ADJ
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES | |
7. Resserve for Losses and Loss Adjustment Expenses | 7. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES There were no losses and loss adjustment expenses (“LAE”) or reserves for loss and LAE reserve movements for the three and six-month periods ending June 30, 2021 and 2020: When losses do occur, the reserves for losses and LAE are typically 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
EARNINGS (LOSS) PER SHARE | |
8. Earnings (Loss) Per Share | 8. EARNINGS (LOSS) PER SHARE A summary of the numerator and denominator of the basic and diluted loss per share is presented below (dollars in thousands except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator: Net earnings (loss) $ 448 165 $ 476 (199 ) Denominator: Weighted average shares - basic 5,733,587 5,733,587 5,733,587 5,733,587 Effect of dilutive securities - Stock options - - - - Shares issuable upon conversion of warrants - - - - Weighted average shares - diluted 5,733,587 5,733,587 5,733,587 5,733,587 Earnings (loss) per share - basic $ 0.08 0.03 $ 0.08 (0.03 ) Earnings (loss) per share - diluted $ 0.08 0.03 $ 0.08 (0.03 ) For the three and six-month periods ended June 30, 2021, options to purchase 940,000 ordinary shares were anti-dilutive due to 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 three-month period ended June 30, 2020, options to purchase 540,000 ordinary shares were anti-dilutive due to the sum of the proceeds, including unrecognized compensation expense, exceeded the average market price of the Company’s ordinary share during the period presented. For the six-month period ended June 30, 2020, options to purchase 540,000 ordinary shares were anti-dilutive due to net loss during the period presented. For the three and six-month period ended June 30, 2021, and the three-month period ended June 30, 2020, 8,230,700 warrants to purchase an aggregate of 8,230,700 ordinary shares were anti-dilutive because the exercise price of $7.50 exceeded the average market price of the Company’s ordinary share during the periods presented. For the six-month period ended June 30, 2020, 8,230,700 warrants to purchase an aggregate of 8,230,700 ordinary shares were anti-dilutive due to net loss during the period presented. GAAP requires the Company to use the two-class method in computing basic earnings (loss) per share since holders of the Company’s restricted stock have the right to share in dividends, if declared, equally with common stockholders. These participating securities effect the computation of both basic and diluted earnings (loss) per share during periods of net income (loss). |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
WARRANTS | |
9. Warrants | 9. WARRANTS There were 8,230,700 warrants outstanding at June 30, 2021 and December 31, 2020. One warrant may be exercised to acquire one ordinary share at an exercise price equal to $7.50 per share on or before March 26, 2024. 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. No warrants were exercised during the three and six-month periods ended June 30, 2021 and 2020. |
DIVIDENDS
DIVIDENDS | 6 Months Ended |
Jun. 30, 2021 | |
DIVIDENDS | |
10. Dividends | 10. DIVIDENDS As of June 30, 2021, none of the Company’s retained earnings were restricted from payment of dividends to the company’s shareholders. However, since most of the Company’s capital and retained earnings may be invested in its subsidiaries, a dividend from the subsidiaries would likely be required in order to fund a dividend to the Company’s shareholders and would require notification to the Cayman Islands Monetary Authority (“CIMA”). Under Cayman Islands law, the use of additional paid-in capital is restricted, and the Company will not be allowed to pay dividends out of additional paid-in capital if such payments result in breaches of the prescribed and minimum capital requirement. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
SHARE-BASED COMPENSATION | |
11. Share-Based Compensation | 11. SHARE-BASED COMPENSATION The Company currently has outstanding stock-based awards granted under the 2014 Omnibus Incentive Plan (the “2014 Plan”). Under the Plan, the Company has discretion to grant equity and cash incentive awards to eligible individuals. At June 30, 2021, there were no shares available for grant under the 2014 Plan. During the quarter ended June 30, 2021, the Company’s shareholder approved the 2021 Omnibus Incentive Plan (the “2021 Plan”). Under the Plan, the Company has discretion to grant equity and cash incentive awards to eligible individuals. At June 30, 2021, there were 1,000,000 shares available for grant under the 2021 Plan, (collectively "the Plans"). Stock options Stock options granted and outstanding under the Plans vests quarterly over four years and are exercisable over the contractual term of ten years. A summary of the stock option activity for the three and six-month periods ended June 30, 2021 and 2020 is as follows: Weighted- Weighted- Average Number Average Remaining Aggregate of Exercise Contractual Intrinsic Options Price Term Value Outstanding at January 1, 2021 540,000 $ 3.86 Granted 400,000 $ 6.00 Outstanding at March 31, 2021 940,000 $ 4.77 7.7 years $ - Outstanding at June 30, 2021 940,000 $ 4.77 7.5 years $ - Exercisable at June 30, 2021 481,250 $ 4.50 5.9 years $ - Outstanding at January 1, 2020 540,000 $ 3.86 Outstanding at March 31, 2020 540,000 $ 3.86 7.1 years $ - Outstanding at June 30, 2020 540,000 $ 3.86 6.9 years $ - Exercisable at June 30, 2020 354,375 $ 4.78 6.1 years $ - Compensation expense recognized for the three-month periods ended June 30, 2021 and 2020 totaled $15,000 and $8,000, respectively, and for the six-month periods ended June 30, 2021 and 2020, totaled $30,000 and $16,000 respectively. Compensation expense is included in general and administrative expenses. At June 30, 2021 and 2020, there was approximately $151,000 and $70,000, respectively, of total unrecognized compensation expense related to non-vested stock options granted under the Plans. The Company expects to recognize the remaining compensation expense over a weighted-average period of thirty-two (32) months. During the six-month period ended June 30, 2021 the Company granted 400,000 options with fair value estimated on the date of grant using the following assumptions and the Black-Scholes option pricing model: 2021 Expected dividend yield 0 % Expected volatility 31 % Risk-free interest rate 0.92 % Expected life (in years) 6.25 Per share grant date fair value of options issued $ 0.32 At the time of the grant, the dividend yield was based on the Company’s history and expectation of dividend payouts at the time of the grant; expected volatility was based on volatility of similar companies’ common stock; the risk-free rate was based on the U.S. Treasury yield curve in effect. The Company examined its historical pattern of option exercises in an effort to determine if there were any pattern based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used the guidance in the SEC’s Staff Accounting Bulletin No. 107 to determine the estimated life of options issued. |
NET WORTH FOR REGULATORY PURPOS
NET WORTH FOR REGULATORY PURPOSES | 6 Months Ended |
Jun. 30, 2021 | |
NET WORTH FOR REGULATORY PURPOSES | |
12. Net Worth for Regulatory Purposes | 12. NET WORTH FOR REGULATORY PURPOSES The subsidiaries are subject to a minimum and prescribed capital requirement as established by CIMA. Under the terms of their respective licenses, Oxbridge Reinsurance Limited and Oxbridge Re NS are required to maintain a minimum and prescribed capital requirement of $500 in accordance with the relevant subsidiary’s approved business plan filed with CIMA. At June 30, 2021, the Oxbridge Reinsurance Limited’s net worth of $362 thousand exceeded the minimum and prescribed capital requirement. For the three and six-month periods ended June 30, 2021, the Subsidiary’s net loss was approximately $227 thousand and $414 thousand, respectively. At June 30, 2021, the Oxbridge Re NS’ net worth of $163 thousand exceeded the minimum and prescribed capital requirement. For the three and six-month periods ended June 30, 2021, the Subsidiary’s net income was approximately $6 thousand and $11 thousand, respectively. The Subsidiaries are not required to prepare separate statutory financial statements for filing with CIMA, and there were no material differences between the Subsidiaries' GAAP capital, surplus and net income (loss), and its statutory capital, surplus and net income (loss) as of June 30, 2021 or for the period then ended. |
FAIR VALUE AND CERTAIN RISKS AN
FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES | |
13. Fair Value and Certain Risks and Uncertainties | 13. FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES Fair values With the exception of balances in respect of insurance contracts (which are specifically excluded from fair value disclosures under GAAP) and investment securities 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, related party note receivable and other assets, notes payable and accounts payable and other liabilities, approximate their fair values due to their short-term nature. Concentration of underwriting risk A substantial portion of the Company’s current reinsurance business ultimately relates to the risks of a limited number of entities; accordingly, the Company’s underwriting risks are not significantly diversified. Concentrations of Credit and Counterparty Risk The Company markets retrocessional and reinsurance policies worldwide through its brokers. Credit risk exists to the extent that any of these brokers may be unable to fulfill their contractual obligations to the Company. For example, the Company is required to pay amounts owed on claims under policies to brokers, and these brokers, in the Company. In some jurisdictions, if a broker fails to make such a payment, the Company might remain liable to the ceding company for the deficiency. In addition, in certain jurisdictions, when the ceding company pays premiums for these policies to brokers, these premiums are considered to have been paid and the ceding insurer is no longer liable to the Company for those amounts, whether or not the premiums have actually been received. The Company remains liable for losses it incurs to the extent that any third-party reinsurer is unable or unwilling to make timely payments under reinsurance agreements. The Company would also be liable in the event that its ceding companies were unable to collect amounts due from underlying third-party reinsurers. The Company mitigates its concentrations of credit and counterparty risk by using reputable and several counterparties which decreases the likelihood of any significant concentration of credit risk with any one counterparty. 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. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
14. Leases | 14. LEASES Operating lease right-of-use assets and operating lease liabilities are disclosed as line in the consolidated balance sheet. We determine if a contract contains a lease at inception and recognize operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Lease agreements that have lease and non-lease components, are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. The Company has two operating lease obligations namely for the Company’s office facilities located at Suite 201, 42 Edward Street Grand Cayman, Cayman Islands and residential space at Turnberry Villas in Grand Cayman, Cayman Islands. The office lease has a remaining lease term of approximately thirty-two (32) months and includes an option to extend the lease. Under the terms of the lease, the Company also has the right to terminate the lease after thirty-six (36) months upon giving appropriate notice in writing to the Lessor. The residential lease has a remaining lease term of approximately eighteen (18) months. The components of lease expense and other lease information as of and during the six-month periods ended June 30, 2021 and 2020 are as follows: For the Six-Month Period For the Six-Month Period (in thousands) Ended June 30, 2021 Ended June 30, 2020 Operating Lease Cost (1) $ 48 $ 39 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 48 $ 48 (1) Includesshort-termleases (in thousands) At June 30, 2021 At December 31, 2020 Operating lease right-of-use assets $ 179 $ 222 Operating lease liabilities $ 179 $ 222 Weighted-average remaining lease term - operating leases 2.14 years 3.10 years Weighted-average discount rate - operating leases 5.41 % 5.26 % Future minimum lease payments under non-cancellable leases as of June 30, 2021 and December 31, 2020, reconciled to our discounted operating lease liability presented on the consolidated balance sheet are as follows: (in thousands) At June 30, 2021 At December 31, 2020 Remainder of 2021 $ 48 $ 96 2022 97 97 2023 39 40 Thereafter 6 6 Total future minimum lease payments $ 190 $ 239 Less imputed interest (11 ) (17 ) Total operating lease liability $ 179 222 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
15. Related Party Transactions | 15. RELATED PARTY TRANSACTIONS During the three and six-month period ended June 30, 2021, Oxbridge Reinsurance Limited entered into a Promissory Note Agreement (the “Note”) with OAC Sponsor Ltd. (the “Sponsor”). The Sponsor is a Cayman Islands exempted company that is the sole parent Oxbridge Acquisition Corp., a special purpose acquisition company (the “SPAC”). The Company’s executive officers serve as directors and executive officers of the Sponsor and the SPAC, and Oxbridge Reinsurance Limited is the lead investor in the Sponsor. Under the terms of the promissory note, Oxbridge Reinsurance Limited may lend up to $300,000 to the Sponsor for the purposes of covering the initial public offering costs of the SPAC. The entire unpaid principal balance of Note shall be payable on the earlier of: (i) September 30, 2021, or (ii) the date on which the SPAC consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The Note is non-interest bearing. At June 30, 2021, the Company has recorded a receivable of $177,000 under the Note and is reflect in the consolidated balance sheet. During the year ending December 31, 2020, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, invested $68 thousand in Series 2020-1 participating notes. This balance is included in notes payable at June 30, 2021 and December 31, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
16. Subsequent Events | 16. SUBSEQUENT EVENTS We evaluate all subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements. There were no other events subsequent to June 30, 2021 for which disclosure was required, except as disclosed below. On August 16, 2021, Oxbridge Acquisition Corp. (“Oxbridge Acquisition”), a Cayman Islands special purpose acquisition company in which Oxbridge Re Holdings Limited (the “Company”) has an indirect investment through its wholly-owned licensed reinsurance subsidiary Oxbridge Reinsurance Limited (“OXRE”), announced the closing of an initial public offering of units (“Units”). In the initial public offering, Oxbridge Acquisition sold an aggregate of 11,500,000 Units at a price of $10.00 per unit, resulting in total gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant, with each warrant entitling the holder thereof to purchase one Class A ordinary share of Oxbridge Acquisition at a price of $11.50 per share. The initial public offering of Oxbridge Acquisition was sponsored by OAC Sponsor Ltd. (“Sponsor”). In connection with Oxbridge Acquisition’s initial public offering, Sponsor purchased from Oxbridge Acquisition, simultaneous with the closing of the initial public offering, an aggregate of 4,897,500 warrants at a price of $1.00 per warrant ($4,897,500 in the aggregate) in a private placement (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of Oxbridge Acquisition at $11.50 per share. In addition, Sponsor holds 2,875,000 shares of the Class B ordinary shares of Oxbridge Acquisition, representing 20% of the outstanding shares of Oxbridge Acquisition (the “Class B Shares”). In connection with the organization of Sponsor, OXRE placed approximately 34.7% of the risk capital and owns approximately 49.6% and 63.1% of the ordinary shares and preferred shares, respectively, of the Sponsor (the “Sponsor Equity Interest”). The Company’s executive officers and Oxbridge Acquisition’s directors collectively own an approximately 29% and 24% of the ordinary shares and preferred shares, respectively, in Sponsor, and the Company’s executive officers will be Oxbridge Acquisition’s management team. The preferred shares of Sponsor are nonvoting shares and generally entitle the holders thereof to receive the net proceeds, if any, received by Sponsor from the sale, exchange, or disposition of the Private Placement Warrants (as defined below) or the shares issuable upon the exercise thereof, and the ordinary shares of Sponsor (which are voting shares in Sponsor) will generally be equivalent to the value of the Class B Shares (as defined below) of Oxbridge Acquisition held by Sponsor. On August 11, 2021, OXRE entered into a Share Purchase Agreement with Sponsor (the “Share Purchase Agreement”) under which OXRE purchased the Sponsor Equity Interest for an aggregate purchase price of $2,000,000 (the “Share Purchase Agreement”). Under the Share Purchase Agreement, OXRE acquired an aggregate of 1,500,000 ordinary shares and 3,094,999 preferred shares of Sponsor. The preferred shares of Sponsor generally entitle the holders thereof to receive the net proceeds, if any, received by Sponsor from the sale, exchange, or disposition of the Private Placement Warrants or the shares issuable upon the exercise thereof, and the ordinary shares of Sponsor will generally be equivalent to the value of the Class B Shares of Oxbridge Acquisition held by Sponsor. In addition to the foregoing, the Share Purchase Agreement contains customary representations, warranties, and covenants. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Cash and cash equivalents | Cash and cash equivalents: |
Restricted cash and cash equivalents | Restricted cash and cash equivalents: |
Investments | Investments : 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 operations. 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. |
Fair value measurement | Fair value measurement Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 Inputs that are unobservable. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. For fixed maturity securities, inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, broker quotes for similar securities and other factors. The fair value of investments in stocks and exchange-traded funds is based on the last traded price. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company’s investment custodians. 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. |
Deferred policy acquisition costs ("DAC") | Deferred policy acquisition costs (“DAC”): |
Property and equipment | Property and equipment: |
Allowance for uncollectible receivables | Allowance for uncollectible receivables: |
Reserves for losses and loss adjustment expenses | Reserves for losses and loss adjustment expenses: |
Loss experience refund payable | Loss experience refund payable: |
Premiums assumed | Premiums assumed: 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 may allow for reinstatement premiums in the event of a full limit loss prior to the expiration of the contract. A reinstatement premium is not due until there is a full limit loss event and therefore, in accordance with GAAP, the Company records a reinstatement premium as written only in the event that the reinsured incurs a full limit loss on the contract and the contract allows for a reinstatement of coverage upon payment of an additional premium. For catastrophe contracts which contractually require the payment of a reinstatement premium equal to or greater than the original premium upon the occurrence of a full limit loss, the reinstatement premiums are earned over the original contract period. Reinstatement premiums that are contractually calculated on a pro-rata basis of the original premiums are earned over the remaining coverage period. |
Unearned premiums ceded | Unearned Premiums Ceded: Ceded premiums are written during the period in which the risk incept and are expensed over the contract period in proportion to the period of protection. Unearned premiums ceded consist of the unexpired portion of the reinsurance obtained. |
Uncertain income tax positions | Uncertain income tax positions: |
Earnings (loss) per share | Earnings (Loss) Per Share: |
Stock-based compensation | Stock-Based Compensation : 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. |
Pending accounting updates | Accounting Standards Update No. 2016-13. . |
Segment information | Segment Information : |
Reclassifications | Reclassifications: |
CASH AND CASH EQUIVALENTS AND_2
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS | |
Summary of cash and cash equivalents and restricted cash and cash equivalents | At June 30, At December 31, 2021 2020 (in thousands) Cash on deposit $ 3,588 $ 2,253 Cash held with custodians 4,033 3,309 Restricted cash held in trust 345 1,914 Total $ 7,966 $ 7,476 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INVESTMENTS | |
Summary of proceeds received, and gross realized gains and losses from sales of available-for-sale securities | Gross Gross Gross proceeds Realized Realized from sales Gains Losses ($ in thousands) Three Months Ended June 30, 2021 Equity securities $ 1,344 $ 755 $ - Six Months Ended June 30, 2021 Equity securities $ 1,346 $ 755 $ - Three Months Ended June 30, 2020 Equity securities $ 1,889 $ 320 $ - Six Months Ended June 30, 2020 Equity securities $ 2,135 $ 326 $ - |
Fair value of assets measured on recurring basis | Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of June 30, 2021 ($ in thousands) Financial Assets: Cash and cash equivalents $ 7,621 $ - $ - $ 7,621 Restricted cash and cash equivalents $ 345 $ - $ - $ 345 Related party note receivable $ 177 $ - $ - $ 177 Total equity securities 790 - - 790 Total $ 8,933 $ - $ - $ 8,933 Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of December 31, 2020 ($ in thousands) Financial Assets: Cash and cash equivalents $ 5,562 $ - $ - $ 5,562 Restricted cash and cash equivalents $ 1,914 $ - $ - $ 1,914 Total equity securities 787 - - 787 Total $ 8,263 $ - $ - $ 8,263 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
EARNINGS (LOSS) PER SHARE | |
Computation of basic and diluted earnings (loss) per share | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator: Net earnings (loss) $ 448 165 $ 476 (199 ) Denominator: Weighted average shares - basic 5,733,587 5,733,587 5,733,587 5,733,587 Effect of dilutive securities - Stock options - - - - Shares issuable upon conversion of warrants - - - - Weighted average shares - diluted 5,733,587 5,733,587 5,733,587 5,733,587 Earnings (loss) per share - basic $ 0.08 0.03 $ 0.08 (0.03 ) Earnings (loss) per share - diluted $ 0.08 0.03 $ 0.08 (0.03 ) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SHARE-BASED COMPENSATION | |
Summary of stock option activity | Weighted- Weighted- Average Number Average Remaining Aggregate of Exercise Contractual Intrinsic Options Price Term Value Outstanding at January 1, 2021 540,000 $ 3.86 Granted 400,000 $ 6.00 Outstanding at March 31, 2021 940,000 $ 4.77 7.7 years $ - Outstanding at June 30, 2021 940,000 $ 4.77 7.5 years $ - Exercisable at June 30, 2021 481,250 $ 4.50 5.9 years $ - Outstanding at January 1, 2020 540,000 $ 3.86 Outstanding at March 31, 2020 540,000 $ 3.86 7.1 years $ - Outstanding at June 30, 2020 540,000 $ 3.86 6.9 years $ - Exercisable at June 30, 2020 354,375 $ 4.78 6.1 years $ - |
Estimated fair value of options granted using black-scholes option-pricing model with weighted-average assumptions | 2021 Expected dividend yield 0 % Expected volatility 31 % Risk-free interest rate 0.92 % Expected life (in years) 6.25 Per share grant date fair value of options issued $ 0.32 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
Operating lease cost | For the Six-Month Period For the Six-Month Period (in thousands) Ended June 30, 2021 Ended June 30, 2020 Operating Lease Cost (1) $ 48 $ 39 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 48 $ 48 |
Operating lease obligations | (in thousands) At June 30, 2021 At December 31, 2020 Operating lease right-of-use assets $ 179 $ 222 Operating lease liabilities $ 179 $ 222 Weighted-average remaining lease term - operating leases 2.14 years 3.10 years Weighted-average discount rate - operating leases 5.41 % 5.26 % |
Future minimum lease payments | (in thousands) At June 30, 2021 At December 31, 2020 Remainder of 2021 $ 48 $ 96 2022 97 97 2023 39 40 Thereafter 6 6 Total future minimum lease payments $ 190 $ 239 Less imputed interest (11 ) (17 ) Total operating lease liability $ 179 222 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) | 6 Months Ended |
Jun. 30, 2021integer | |
ORGANIZATION AND BASIS OF PRESENTATION | |
Equity method investment, ownership percentage | 100.00% |
Number of business operating segments | 1 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Impairments in property and equipment | $ 0 | $ 0 |
Allowance for uncollectible receivables | $ 0 | |
Computer Equipment | ||
Fixed asset, estimated useful life | 5 years | |
Furniture and Fixtures | ||
Fixed asset, estimated useful life | 5 years | |
Motor Vehicles | ||
Fixed asset, estimated useful life | 4 years |
Cash and Cash Equivalents and_3
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS | ||
Cash on deposit | $ 3,588 | $ 2,253 |
Cash held with custodians | 4,033 | 3,309 |
Restricted cash held in trust | 345 | 1,914 |
Total | $ 7,966 | $ 7,476 |
Investments (Details)
Investments (Details) - Equity Securities [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Gross proceeds from sales | $ 1,344 | $ 1,889 | $ 1,346 | $ 2,135 |
Gross realized gains | 755 | 320 | 755 | 326 |
Gross realized losses | $ 0 | $ 0 | $ 0 | $ 0 |
Investments (Details 1)
Investments (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 7,621,000 | $ 5,562,000 |
Restricted cash and cash equivalents | 345,000 | 1,914,000 |
Related party note receivable | 177,000 | |
Total equity securities | 790,000 | 787,000 |
Total | 8,933,000 | 8,263,000 |
Fair Value, Inputs, Level 1 | ||
Cash and cash equivalents | 7,621,000 | 5,562,000 |
Restricted cash and cash equivalents | 345,000 | 1,914,000 |
Related party note receivable | 177,000 | |
Total equity securities | 790,000 | 787,000 |
Total | 8,933,000 | 8,263,000 |
Fair Value, Inputs, Level 2 | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash and cash equivalents | 0 | 0 |
Related party note receivable | 0 | 0 |
Total equity securities | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash and cash equivalents | 0 | 0 |
Related party note receivable | 0 | 0 |
Total equity securities | 0 | 0 |
Total | $ 0 | $ 0 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
INVESTMENTS | ||
Available-for-sale debt securities | $ 0 | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income attributable to noteholders | $ (23,000) | $ (20,000) | $ (42,000) | $ (86,000) |
June 1, 2020 [Member] | ||||
Accounts payable | $ 216,000 | $ 216,000 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ 448 | $ 28 | $ 165 | $ (364) | $ 476 | $ (199) |
Denominator: | ||||||
Weighted average shares - basic | 5,733,587 | 5,733,587 | 5,733,587 | 5,733,587 | ||
Effect of dilutive securities - stock options | 0 | 0 | 0 | 0 | ||
Shares issuable upon conversion of warrants | 0 | 0 | 0 | |||
Weighted average shares - diluted | 5,733,587 | 5,733,587 | 5,733,587 | 5,733,587 | ||
Earnings (loss) per share - basic | $ 0.08 | $ 0.03 | $ 0.08 | $ (0.03) | ||
Earnings (loss) per share - diluted | $ 0.08 | $ 0.03 | $ 0.08 | $ (0.03) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Warrants | ||||
Antidilutive securities excluded from computation of earnings per share | 8,230,700 | 8,230,700 | 8,230,700 | 8,230,700 |
Average market price | $ 7.50 | $ 7.50 | ||
Employee Stock Option | ||||
Antidilutive securities excluded from computation of earnings per share | 940,000 | 540,000 | 940,000 | 540,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants (Details Narrative) | |||
Warrant outstanding | 8,230,700 | 8,230,700 | |
Warrants exercised | 0 | 0 | |
Exercise price | $ 7.50 | ||
Closing price per ordinary share | $ 9.38 |
ShareBased Compensation (Detail
ShareBased Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | |
SHARE-BASED COMPENSATION | |||||
Number of options outstanding, beginning balance | 940,000 | 540,000 | 540,000 | 540,000 | 540,000 |
Number of options, granted | 400,000 | 400,000 | |||
Number of options outstanding, ending balance | 940,000 | 940,000 | 540,000 | 540,000 | 940,000 |
Number of options exercisable, ending balance | 481,250 | 354,375 | 481,250 | ||
Weighted-average exercise price outstanding, beginning balance | $ 4.77 | $ 3.86 | $ 3.86 | $ 3.86 | $ 3.86 |
Weighted-average exercise price, granted | 6 | ||||
Weighted-average exercise price outstanding, ending balance | 4.77 | $ 4.77 | 3.86 | $ 3.86 | 4.77 |
Weighted-average exercise price exercisable, ending balance | $ 4.50 | $ 4.78 | $ 4.50 | ||
Weighted-average remaining contractual term, outstanding ending balance | 7 years 6 months | 7 years 8 months 12 days | 6 years 10 months 24 days | 7 years 1 month 6 days | |
Weighted-average remaining contractual term, exercisable ending balance | 5 years 10 months 24 days | 6 years 1 month 6 days | |||
Aggregate intrinsic value, outstanding ending balance | $ 0 | $ 0 | |||
Aggregate intrinsic value, exercisable ending balance | $ 0 | $ 0 |
ShareBased Compensation (Deta_2
ShareBased Compensation (Details 1) - Employee Stock Option | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Expected dividend yield | 0.00% |
Expected volatility | 31.00% |
Risk-free interest rate | 0.92% |
Expected life (in years) | 6 years 3 months |
Per share grant date fair value of options issued | $ 0.32 |
ShareBased Compensation (Deta_3
ShareBased Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Unrecognized compensation expense, non-vested stock options | $ 151,000 | $ 151,000 | $ 70,000 | |||
Options granted | 400,000 | 400,000 | ||||
Unrecognized compensation cost, weighted average recognition period | 32 years | |||||
2021 Omnibus Incentive Plan [Member] | ||||||
Options granted | 1,000,000 | |||||
General and Administrative Expense | ||||||
Stock compensation expense recognized | $ 15,000 | $ 8,000 | $ 30,000 | $ 16,000 |
Net Worth for Regulatory Purp_2
Net Worth for Regulatory Purposes (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Minimum prescribed capital requirement | Under the terms of their respective licenses, Oxbridge Reinsurance Limited and Oxbridge Re NS are required to maintain a minimum and prescribed capital requirement of $500 in accordance with the relevant subsidiary’s approved business plan filed with CIMA. | |
Oxbridge Reinsurance Limited [Member] | ||
Subsidiary net worth | $ 362 | $ 362 |
Subsidiary's net (loss) income | (227) | (414) |
Oxbridge Re NS [Member] | ||
Subsidiary net worth | 163 | 163 |
Subsidiary's net (loss) income | $ 6 | $ 11 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
LEASES | ||
Operating lease cost | $ 48 | $ 39 |
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from operating leases | $ 48 | $ 48 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
LEASES | |||
Operating lease right-of-use assets | $ 179 | $ 222 | $ 222 |
Operating lease liabilities | $ 179 | $ 222 | $ 222 |
Weighted-average remaining lease term - operating leases | 2 years 1 month 20 days | 3 years 1 month 6 days | |
Weighted-average discount rate - operating leases | 5.41% | 5.26% |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
LEASES | |||
Remainder of 2021 | $ 48 | $ 96 | |
2022 | 97 | 97 | |
2023 | 39 | 40 | |
Thereafter | 6 | 6 | |
Total future minimum lease payments | 190 | 239 | |
Less imputed interest | (11) | (17) | |
Total operating lease liability | $ 179 | $ 222 | $ 222 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Oxbridge Reinsurance Limited [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Initial public offering costs | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | |
Related party transactions | 0 | $ 0 | |||
Related party balances | 68,000 | 68,000 | $ 68,000 | ||
Related party note receivable | $ 177,000 | $ 177,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |
Aug. 16, 2021 | Jun. 30, 2021 | |
Ordinary share price, per share | $ 9.38 | |
Oxbridge Acquisition Corp [Member] | Subsequent Event [Member] | ||
Initial public offering, shares | 11,500,000 | |
Total gross proceeds | $ 115,000,000 | |
Ordinary share price, per share | $ 11.50 | |
Offerning price per unit | $ 10 | |
Initial public offering, Closing shares | 4,897,500 | |
Offering per share price | $ 1 | |
Initial public offering, value | $ 4,897,500 | |
Offering hold by sponsors | 2,875,000 | |
Outstanding shares percentage | 20.00% | |
OXRE [Member] | Subsequent Event [Member] | ||
Capital risk percentage | 34.70% | |
Ordinary shares percentage | 49.60% | |
Preferred shares percentage | 63.10% | |
Executive Officers And Directors [Member] | Subsequent Event [Member] | ||
Ordinary shares percentage | 29.00% | |
Preferred shares percentage | 24.00% | |
Share Purchase Agreement [Member] | Subsequent Event [Member] | ||
Sponsor equity interest purchase price | $ 2,000,000 | |
Ordinary shares | 1,500,000 | |
Preferred shares | 3,094,999 |