Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-36346 | |
Entity Registrant Name | OXBRIDGE RE HOLDINGS LIMITED | |
Entity Central Index Key | 0001584831 | |
Entity Tax Identification Number | 98-1150254 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Suite 201 | |
Entity Address, Address Line Two | 42 Edward Street, George Town | |
Entity Address, Address Line Three | P.O. Box 469 | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-9006 | |
City Area Code | (345) | |
Local Phone Number | 749-7570 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,870,234 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Investments: | ||
Equity securities, at fair value (cost: $1,926) | $ 723,000 | $ 642,000 |
Cash and cash equivalents | 3,117,000 | 1,207,000 |
Restricted cash and cash equivalents | 372,000 | 2,721,000 |
Accrued interest and dividend receivable | 7,000 | |
Premiums receivable | 1,954,000 | 282,000 |
Other Investments | 11,928,000 | 11,423,000 |
Due from Related Party | 99,000 | 45,000 |
Deferred policy acquisition costs | 221,000 | |
Operating lease right-of-use assets | 60,000 | 44,000 |
Prepayment and other assets | 85,000 | 114,000 |
Prepaid Offering Costs | 135,000 | 133,000 |
Property and equipment, net | 7,000 | 5,000 |
Total assets | 18,708,000 | 16,616,000 |
Liabilities and Shareholders’ Equity | ||
Unearned premium reserve | 2,013,000 | |
Other Liabilities - Delta Cat Re Token Holders | 1,059,000 | |
Notes payable to noteholders | 118,000 | 216,000 |
Losses payable | 1,073,000 | |
Operating lease liabilities | 60,000 | 44,000 |
Accounts payable and other liabilities | 303,000 | 294,000 |
Total liabilities | 3,553,000 | 1,627,000 |
Shareholders’ equity: | ||
Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 5,870,234 and 5,769,587 shares issued and outstanding) | 6,000 | 6,000 |
Additional paid-in capital | 32,591,000 | 32,482,000 |
Accumulated Deficit | (17,442,000) | (17,499,000) |
Total shareholders’ equity | 15,155,000 | 14,989,000 |
Total liabilities and shareholders’ equity | $ 18,708,000 | $ 16,616,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Equity Securities, FV-NI, Cost | $ 1,926 | $ 1,926 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,870,234 | 5,769,587 |
Common stock, shares outstanding | 5,870,234 | 5,769,587 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Assumed premiums | $ 2,196 | $ 669 | $ 2,196 | $ 705 |
Premiums ceded | (24) | (60) | ||
Change in unearned premiums reserve | (2,013) | (451) | (2,013) | (241) |
Net premiums earned | 183 | 194 | 183 | 404 |
SurancePlus management fee income | 300 | 300 | ||
Net investment and other income | 79 | 41 | 168 | 75 |
Net realized investment gain | 19 | 27 | ||
Unrealized gain on other investments | 124 | 571 | 505 | 341 |
Change in fair value of equity securities | 5 | (322) | 81 | (342) |
Total revenue | 691 | 503 | 1,237 | 505 |
Expenses | ||||
Policy acquisition costs and underwriting expenses | 20 | 21 | 20 | 44 |
General and administrative expenses | 677 | 389 | 1,081 | 728 |
Total expenses | 697 | 410 | 1,101 | 772 |
(Loss) income before income attributable to noteholders and tokenholders | (6) | 93 | 136 | (267) |
Income attributable to noteholders and tokenholders | (79) | (16) | (79) | (43) |
Net (loss) income | $ (85) | $ 77 | $ 57 | $ (310) |
(Loss) earnings per share | ||||
Basic | $ (0.01) | $ 0.01 | $ 0.01 | $ (0.05) |
Diluted | $ (0.01) | $ 0.01 | $ 0.01 | $ (0.05) |
Weighted-average shares outstanding | ||||
Basic | 5,870,234 | 5,781,586 | 5,863,973 | 5,766,382 |
Diluted | 5,870,234 | 5,781,586 | 5,863,973 | 5,766,382 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||||
Net income (loss) | $ (85,000) | $ 77,000 | $ 57,000 | $ (310,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 109,000 | 64,000 | ||
Depreciation and amortization | 3,000 | 2,000 | ||
Net realized investment gains | (19,000) | (27,000) | ||
SurancePlus management fee income | (300,000) | (300,000) | ||
Change in fair value of other investments | (124,000) | (571,000) | (505,000) | (341,000) |
Change in fair value of equity securities | (5,000) | 322,000 | (81,000) | 342,000 |
Change in operating assets and liabilities: | ||||
Accrued interest and dividend receivable | (7,000) | |||
Premiums receivable | (1,672,000) | (285,000) | ||
Due from related party | (54,000) | (60,000) | ||
Deferred policy acquisition costs | (221,000) | (27,000) | ||
Prepayment and other assets | 29,000 | (106,000) | ||
Reserve for losses and loss adjustment expenses | (1,073,000) | |||
Other liabilities Delta Cat Re Tokenholders | 79,000 | |||
Unearned premiums reserve | 2,013,000 | 241,000 | ||
Accounts payable and other liabilities | 9,000 | 32,000 | ||
Net cash used in operating activities | (1,614,000) | (475,000) | ||
Investing activities | ||||
Purchase of equity securities | (1,002,000) | |||
Proceeds from sale of equity securities | 418,000 | 626,000 | ||
Purchase of property and equipment | (5,000) | |||
Net cash used in investing activities | (5,000) | (376,000) | ||
Financing activities | ||||
Partial redemption of notes payable to noteholders | (98,000) | |||
Prepaid offering costs | (2,000) | |||
Gross proceeds from the issuance of Delta Cat Re tokens | 1,280,000 | |||
Net cash provided by financing activities | 1,180,000 | |||
Cash and cash equivalents, and restricted cash and cash equivalents: | ||||
Net change during the period | (439,000) | (851,000) | ||
Balance at beginning of period | 3,928,000 | 5,418,000 | ||
Balance at end of period | $ 3,489,000 | $ 4,567,000 | $ 3,489,000 | $ 4,567,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 6 | $ 32,355 | $ (15,710) | $ 16,651 |
Beginning balance, shares at Dec. 31, 2021 | 5,749,587 | |||
Net income (loss) | (387) | (387) | ||
Stock-based compensation | 32 | 32 | ||
Issuance of restricted stock | ||||
Issuance of restricted stock, shares | 32,000 | |||
Ending balance, value at Mar. 31, 2022 | $ 6 | 32,387 | (16,097) | 16,296 |
Ending balance, shares at Mar. 31, 2022 | 5,781,587 | |||
Beginning balance, value at Dec. 31, 2021 | $ 6 | 32,355 | (15,710) | 16,651 |
Beginning balance, shares at Dec. 31, 2021 | 5,749,587 | |||
Net income (loss) | (310) | |||
Ending balance, value at Jun. 30, 2022 | $ 6 | 32,419 | (16,020) | 16,405 |
Ending balance, shares at Jun. 30, 2022 | 5,781,587 | |||
Beginning balance, value at Mar. 31, 2022 | $ 6 | 32,387 | (16,097) | 16,296 |
Beginning balance, shares at Mar. 31, 2022 | 5,781,587 | |||
Net income (loss) | 77 | 77 | ||
Stock-based compensation | 32 | 32 | ||
Ending balance, value at Jun. 30, 2022 | $ 6 | 32,419 | (16,020) | 16,405 |
Ending balance, shares at Jun. 30, 2022 | 5,781,587 | |||
Beginning balance, value at Dec. 31, 2022 | $ 6 | 32,482 | (17,499) | 14,989 |
Beginning balance, shares at Dec. 31, 2022 | 5,769,587 | |||
Net income (loss) | 142 | 142 | ||
Stock-based compensation | 54 | 54 | ||
Issuance of restricted stock | ||||
Issuance of restricted stock, shares | 96,647 | |||
Ending balance, value at Mar. 31, 2023 | $ 6 | 32,536 | (17,357) | 15,185 |
Ending balance, shares at Mar. 31, 2023 | 5,866,234 | |||
Beginning balance, value at Dec. 31, 2022 | $ 6 | 32,482 | (17,499) | 14,989 |
Beginning balance, shares at Dec. 31, 2022 | 5,769,587 | |||
Net income (loss) | 57 | |||
Ending balance, value at Jun. 30, 2023 | $ 6 | 32,591 | (17,442) | 15,155 |
Ending balance, shares at Jun. 30, 2023 | 5,870,234 | |||
Beginning balance, value at Mar. 31, 2023 | $ 6 | 32,536 | (17,357) | 15,185 |
Beginning balance, shares at Mar. 31, 2023 | 5,866,234 | |||
Net income (loss) | (85) | (85) | ||
Stock-based compensation | 55 | 55 | ||
Issuance of restricted stock | ||||
Issuance of restricted stock, shares | 4,000 | |||
Ending balance, value at Jun. 30, 2023 | $ 6 | $ 32,591 | $ (17,442) | $ 15,155 |
Ending balance, shares at Jun. 30, 2023 | 5,870,234 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
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. The Company owns 100 100 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, 2023 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, 2023. 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, 2022 included in the Company’s Form 10-K, which was filed with the SEC on March 30, 2023. Uses of Estimates Material estimates that are particularly susceptible to significant change in the near-term relate to the fair value of the Company’s investment in Oxbridge Acquisition Corp., and the determination of the reserve for losses and loss adjustment expenses (if any), which may 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 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. OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 All significant intercompany balances and transactions have been eliminated. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents: 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 : 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. OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 2. SIGNIFICANT ACCOUNTING POLICIES (continued) Fair value measurement (cont’d) 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 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 stocks and exchange-traded funds is based on the last traded price. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company’s investment custodians and management. The investment custodians 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. Deferred policy acquisition costs (“DAC”): Offering Expenses: 135,000 135,000 225,000 In accordance with the terms of the equity distribution agreement with Maxim, we intend to offer and sell ordinary shares having an aggregate offering price of up to $ 6.3 5 Reserves for losses and loss adjustment expenses: Loss experience refund payable: OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 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 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. There were no unearned premiums ceded at June 30, 2023. SurancePlus Management Fee Income Uncertain Income Tax Positions: OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (Loss) Earnings Per Share: Stock-Based Compensation Additionally, the Company uses the guidance in the SEC’s Staff Accounting Bulletin No. 107 to determine the estimated life of options issued 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. Accounting Updates: Accounting Standards Update No. 2016-13. Segment Information Reclassifications: OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 |
CASH AND CASH EQUIVALENTS AND R
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS | 3. 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, 2023 2022 (in thousands) Cash on deposit $ 3,117 $ 1,207 Restricted cash held in trust 372 2,721 Total $ 3,489 $ 3,928 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 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, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 4. INVESTMENTS The Company from time to time invests in fixed-maturity debt securities and equity securities, with its fixed-maturity debt securities classified as available-for-sale. At June 30, 2023 and December 31, 2022, the Company did not hold any available-for-sale securities. Proceeds received, and the gross realized gains and losses from sale of equity securities, for the periods ended June 30, 2023 and 2022, are as follows: SCHEDULE OF GROSS REALIZED GAINS AND LOSSES FROM SALE OF EQUITY SECURITIES Gross Gross Gross proceeds Realized Realized from sales Gains Losses ($ in thousands) Three Months Ended June 30, 2023 Equity securities $ - $ - $ - Six Months Ended June 30, 2023 Equity securities $ - $ - $ - Three Months Ended June 30, 2022 Equity securities $ 418 $ 19 $ - Six Months Ended June 30, 2022 Equity securities $ 626 $ 27 $ - Other Investments In connection with Oxbridge Acquisition Corp. (“OXAC”) initial public offering (“IPO”) in August 2021, the Company’s affiliate OAC Sponsor Ltd. (“Sponsor”) purchased an aggregate 4,897,500 1.00 11.50 2,875,000 0.0001 25,000 OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 4. INVESTMENTS (continued) automatically convert into shares of OXAC’s Class A ordinary shares on a one-for- one basis at the time of OXAC’s initial business combination and are subject to certain transfer restrictions. On August 11, 2021, the Company acquired an aggregate of 1,500,000 3,094,999 2,000,000 34.7 49.6 63.1 The registration statement for OXAC’s IPO was declared effective on August 11, 2021 and on August 16, 2021, OXAC consummated the IPO with the sale of 11,500,000 10.00 115,000,000 On November 9, 2022, the OXAC held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the OXAC’s shareholders were presented the proposals to extend the date by which OXAC must consummate a business combination from November 16, 2022 to August 16, 2023 (or such earlier date as determined by OXAC’s Board) by amending OXAC’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension Amendment Proposal to amend OXAC’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”) was approved. In connection with the Extension Amendment Proposal, the Sponsor has agreed to contribute to OXAC a loan of $ 575,000 285,000 49.6 63.1 The Company’s beneficial interests in OXAC’s Class B shares, the Private Placement Warrants and Extension Loan are recorded at fair value and are classified in “Other Investments” on the consolidated balance sheets. The fair value calculation of the Company’s beneficial interest in OXAC’s Class B shares and Private Placement Warrants is dependent on company-specific adjustments applied to the observable trading prices of OXAC Class A shares and public warrants. The fair value calculation of the Company’s beneficial interest in the Extension Loan is dependent on company-specific adjustments applied to the pro-rata original principal amount of the Extension Loan. The Company’s management estimates that a specific discount of 25.11% sufficiently captures the risk or profit that a market participant would require as compensation for i) the lack of marketability of the Company’s beneficial interests in the OXAC and ii) assuming the inherent risk of forfeiture and default if a business combination doesn’t occur within OXAC’s stipulated time frame. The Company has selected a discount of 25.11% based on fair value measurements by an independent valuation expert, and due to the unobservable nature of this company-specific adjustment OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 4. INVESTMENTS ( continued) Level 3 in the fair value hierarchy. Subsequent changes in fair value will be recorded in the consolidated statements of operations during the period of the change. As a result of the re-measurement of our investment in OXAC, we recognized for the six months ended June 30, 2023, an unrealized gain on other investments of $ 505,000 Other investments as of June 30, 2023 consist of the following (in thousands): SCHEDULE OF OTHER INVESTMENT June 30, 2023 December 31, 2022 Oxbridge Acquisition Corp. Promissory Note $ 214 214 Oxbridge Acquisition Corp. Class B Ordinary Shares 11,714 11,209 Total $ 11,928 11,423 Six Months ended June 30, 2023 Six Months ended June 30, 2022 Beginning of period $ 11,423 11,173 Unrealized gain on investment in affiliate 505 341 End of period $ 11,928 11,514 If OXAC does not complete a business combination by August 16, 2023, the proceeds from the sale of the Private Placement Warrants (after OXAC IPO transaction costs) will be used to fund the redemption of the shares sold in the OXAC IPO (subject to the requirements of applicable law), and the Private Placement Warrants will expire without value. The Sponsor holds approximately 20 4,897,500 575,000 On August 7, 2023, OXAC held an extraordinary general meeting at which the business combination with Jet Token, Inc. was approved by OXAC shareholders. In conjunction with the business combination, OXAC was redomesticated as a Delaware entity, and changed its name to Jet.AI Inc. The business combination was closed on August 10, 2023, and on August 11, 2023, OXAC common stock and warrants began trading on the Nasdaq Global Market under the new ticker symbols JTAI and JTAIW. 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, 2023 and December 31, 2022: OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 4. INVESTMENTS ( continued) SCHEDULE OF FAIR VALUE OF ASSETS MEASURED ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Total Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of June 30, 2023 ($ in thousands) Financial Assets: Cash and cash equivalents $ 3,117 $ - $ - $ 3,117 Restricted cash and cash equivalents $ 372 $ - $ - $ 372 Other investments $ - $ - $ 11,928 $ 11,928 Equity securities $ 723 $ - $ - $ 723 Total $ 4,212 $ - $ 11,928 $ 16,140 (Level 1) (Level 2) (Level 3) Total Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of December 31, 2022 ($ in thousands) Financial Assets: Cash and cash equivalents $ 1,207 $ - $ - $ 1,207 Restricted cash and cash equivalents $ 2,721 $ - $ - $ 2,721 Other investments $ - $ - $ 11,423 $ 11,423 Equity securities $ 642 $ - $ - $ 642 Total $ 4,570 $ - $ 11,423 $ 15,993 Assets Measured at Estimated Fair Value on a Recurring Basis (continued) At December 31, 2022 the Company utilized the services of an independent valuation expert (“Valuation Expert”) to determine the fair value of the Company’s indirect investment in OXAC. The Valuation Expert observed that the Class A shares of OXAC trades in a relatively liquid market at the measurement date, and the Company’s share of OXAC’s Class B shares were convertible to OXAC’s Class A Shares on a 1 to 1 basis 25.11 25.11 Historically, we relied on the Black-Scholes option pricing model to determine the fair value of the Company’s beneficial interest in OXAC’s private placement warrants with a strike price of $ 11.50 0 Management has estimated the fair value of the Company’s beneficial interest in the Promissory Note to be equivalent to the discount rate of 25.11 There were no transfers between Levels 1, 2 or 3 during the three and six months ended June 30, 2023 and 2022. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the other investments classified as Level 3: SCHEDULE OF RECONCILIATION OF CHANGES IN FAIR VALUE Other Fair value of Level 3 other investment at January 1, 2023 $ 11,423 Change in valuation inputs or other assumptions 505 Fair value of Level 3 other investment at June 30, 2023 $ 11,928 OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 |
TAXATION
TAXATION | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
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 Oxbridge Reinsurance Limited 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 Oxbridge Reinsurance Limited 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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 100 100 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 AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 6. VARIABLE INTEREST ENTITIES (continued) 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. The Company 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 $ 216,000 June 1, 2023 98,000 118,000 The income from Oxbridge Re NS operations that are attributable to the participating notes noteholders for the six-month ended June 30, 2023 and 2022 was $ 0 43,000 SurancePlus Inc. SurancePlus Inc., a wholly-owned subsidiary of Oxbridge Re Holdings Limited, was incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purposes of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS. On March 27, 2023, the Company and SurancePlus Inc. (“SurancePlus”), issued a press release announcing the commencement of an offering by SurancePlus of DeltaCat tokenized reinsurance securities (the “Tokens”), which represent Series DeltaCat Preferred Shares of SurancePlus (“Preferred Shares”), and together with the Tokens, the “Securities”). Each digital security or token, which will have a purchase price of $ 10.00 The proceeds from the offer and sale of the Securities will be used by SurancePlus to purchase one or more participating notes of Oxbridge Re NS, and the proceeds from the sale of participating notes will be invested in collateralized reinsurance contracts to be underwritten by Oxbridge Re NS. The holders of the digital Securities will generally be entitled to proceeds from the payment of participating notes in the amount of a preferred return of 20% plus an additional 80% of any proceeds in excess of the amount necessary to pay the preferred return. Assuming no casualty losses to properties reinsured by Oxbridge Re’s reinsurance subsidiaries, DeltaCat Re token investors are expected to receive an annual return on the original purchase price of the digital securities of 42%. On June 27, 2023, SurancePlus Inc. completed its private placement (the “Private Placement”) of Series DeltaCat Re Preferred Shares represented by DeltaCat Re Tokens (the “Securities”). On June 27, 2023, SurancePlus entered into subscription agreements with accredited investors and non-U.S. persons in the Private Placement with respect to 229,766 10.00 2,297,660 15,010 150,100 10.00 2,447,760 244,776 1,280,000 1,167,000 300,000 273,000 OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 On June 28, 2023, Oxbridge issued a press release announcing the completion of the Private Placement. The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state or other securities laws. The Securities were sold in a transaction exempt from registration under the Securities Act and were sold only to persons reasonably believed to be accredited investors in the United States under SEC Rule 506(c) under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act. The selected unconsolidated historical financial information and other data presented below is derived from SurancePlus’ standalone unaudited financial statements for the three and six months ended June 30, 2023 and the balance sheet data as of June 30, 2023. SCHEDULE OF FINANCIAL STATEMENTS For Three Months Ended For Six Months Ended Statement of Operations Data: June 30, 2023 June 30, 2023 (Unaudited) (Unaudited) (in thousands) SurancePlus management fee income $ 574 $ 574 Underwriting-related income 163 163 Total revenue $ 737 $ 737 Expenses $ (225 ) $ (225 ) Income attributable to tokenholders (149 ) (149 ) Net income 363 363 Balance Sheet Data: At June 30, 2023 (Unaudited) (in thousands) Total assets $ 2,611 Amounts due to Delta Cat Re Tokenholders 1,129 Total shareholder’s equity 1,482 OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 |
RESERVE FOR LOSSES AND LOSS ADJ
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Reserve For Losses And Loss Adjustment Expenses | |
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES | 7. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES The following table summarizes the Company’s loss and loss adjustment expenses (“LAE”) and the reserve for loss and LAE reserve movements for the six-month periods ending June 30, 2023 and 2022: SCHEDULE OF LOSS ADJUSTMENT EXPENSE At June 30, At June 30, 2023 2022 (in thousands) Balance, beginning of period $ 1,073 $ - Incurred related to: Current period - - Prior period - - Total incurred - - Paid related to: Current period (1,073 ) - Prior period - - Total paid (1,073 ) - Balance, end of period $ - $ - When losses 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 typically suffers limit losses in the event of a Category 3 or above hurricane making landfall in a populated area where the Company has catastrophe risk exposure. For the period ended June 30, 2023, the Company has recorded its reserves for losses and LAE based on the contractual maximum loss the Company can suffer under the affected contracts. 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 operations 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. There were no losses incurred during the three and six-month period ended June 30, 2023. OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | 8. (LOSS) EARNINGS PER SHARE A summary of the numerator and denominator of the basic and diluted (loss) earnings per share is presented below (dollars in thousands except per share amounts): SCHEDULE OF COMPUTATION OF BASIC AND DILUTED (LOSS) EARNING PER SHARE Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ (85 ) 77 $ 57 (310 ) Denominator: Weighted average shares - basic 5,870,234 5,781,586 5,863,973 5,766,382 Effect of dilutive securities - Stock options - - - - Shares issuable upon conversion of warrants - - - - Weighted average shares - diluted 5,870,234 5,781,586 5,863,973 5,766,382 (Loss) earnings per share - basic $ (0.01 ) 0.01 $ 0.01 (0.05 ) (Loss) earnings per share - diluted $ (0.01 ) 0.01 $ 0.01 (0.05 ) For the three-month period ended June 30, 2023 and the six-month period ended June 30, 2022, options to purchase 846,250 ordinary shares and 8,230,700 warrants to purchase an aggregate of 8,230,700 ordinary shares were anti-dilutive due to the net loss during these periods. For the six-month period ended June 30, 2023 and the three-month period ended June 30, 2022, options to purchase 896,250 ordinary shares and 8,230,700 warrants to purchase an aggregate of 8,230,700 ordinary shares were anti-dilutive due to the exercise price of these securities, including unrecognized compensation expense, exceeded the average market price of the Company’s ordinary shares during these periods. GAAP requires the Company to use the two-class method in computing basic (loss) earnings per share since holders of the Company’s restricted stock have the right to share in dividends, if declared, equally with common shareholders. These participating securities effect the computation of both basic and diluted (loss) earnings per share during periods of net (loss) income. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
WARRANTS | 9. WARRANTS There were 8,230,700 7.50 9.38 No |
DIVIDENDS
DIVIDENDS | 6 Months Ended |
Jun. 30, 2023 | |
Dividends | |
DIVIDENDS | 10. DIVIDENDS As of June 30, 2023, 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. OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
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”) and the 2021 Omnibus Incentive Plan (the “2021 Plan”) (hereinafter collectively referred to as “the Plans”). Under each of the Plans, the Company has discretion to grant equity and cash incentive awards to eligible individuals, including the issuance of up to 1,000,000 100,647 895,353 11,750 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 three and six-month periods ended June 30, 2023 and 2022 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2022 896,250 4.71 6.9 Outstanding at March 31, 2022 896,250 4.71 6.6 Exercisable at March 31, 2022 601,250 4.44 5.7 Outstanding at June 30, 2022 896,250 $ 4.71 6.4 $ - Exercisable at June 30, 2022 641,250 $ 4.42 5.6 $ - Outstanding at January 1, 2023 871,250 $ 4.67 5.6 $ - Forfeited (25,000 ) $ 6.00 Outstanding at March 31, 2023 846,250 $ 4.63 5.5 $ - Exercisable at March 31, 2023 736,875 $ 4.43 5.2 $ - Outstanding at June 30, 2023 846,250 $ 4.63 5.3 $ - Exercisable at June 30, 2023 752,500 $ 4.46 5.0 $ - Compensation expense recognized for the three-month periods ended June 30, 2023 and 2022 totaled $ 5,000 15,000 10,000 30,000 30,000 84,000 OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 11. SHARE-BASED COMPENSATION (cont’d) Restricted Stock Awards The Company 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. During the six-month periods ended June 30, 2023 and 2022, the Company granted 100,647 32,000 SCHEDULE OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS Weighted- Weighted- Number of Restricted Average Grant Date Stock Awards Fair Value Nonvested at January 1, 2023 23,000 $ 2.37 Granted 100,647 $ 2.37 Vested (32,750 ) $ 2.37 Nonvested at June 30, 2023 90,897 $ Restricted stock awards (continued) Compensation expense recognized for the three and six-months ended June 30, 2023 totaled $ 50,000 99,000 17,000 34,000 244,000 13 |
NET WORTH FOR REGULATORY PURPOS
NET WORTH FOR REGULATORY PURPOSES | 6 Months Ended |
Jun. 30, 2023 | |
Net Worth For Regulatory Purposes | |
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, 2023, the Oxbridge Reinsurance Limited’s net worth of $ 8.71 420,000 509,000 At June30, 2023, the Oxbridge Re NS’ net worth of $ 156,000 0 1,000 OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 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 (loss) income, and its statutory capital, surplus and net (loss) income as of June 30, 2023 or for the periods then ended. |
FAIR VALUE AND CERTAIN RISKS AN
FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
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 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. OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
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 eight (8) 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 six (6) months. The components of lease expense and other lease information as of and during the six-month periods ended June 30, 2023 and 2022 are as follows: SCHEDULE OF OPERATING LEASE COST For the Six-Month Period For the Six-Month Period (in thousands) Ended June 30, 2023 Ended June 30, 2022 Operating Lease Cost (1) $ 50 $ 48 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 50 $ 48 (1) Includes short-term leases SCHEDULE OF OPERATING LEASE OBLIGATIONS (in thousands) At June 30, 2023 At December 31, 2022 Operating lease right-of-use assets $ 60 $ 44 Operating lease liabilities $ $ 44 Weighted-average remaining lease term - operating leases 0.57 1.17 Weighted-average discount rate - operating leases 7.70 % 6.50 % OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 14. leases ( continued) Future minimum lease payments under non-cancellable leases as of June 30, 2023 and December 31, 2022, reconciled to our discounted operating lease liability presented on the consolidated balance sheet are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (in thousands) At June 30, 2023 At December 31, 2022 Remainder of 2023 53 - 2024 9 40 Thereafter - 6 Total future minimum lease payments $ 62 $ 46 Less imputed interest (2 ) (2 ) Total operating lease liability $ 60 44 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS Administrative Services Agreement Commencing on the effective date of the SPAC’s IPO, the Sponsor agreed to pay the Company a total of up to $10,000 per month for office space, utilities, secretarial and administrative support to the Sponsor and the SPAC. 60,000 Included within “due from related party” on the consolidated balance sheets is a balance of $ 8 90,000 Participating Notes During the year ending December 31, 2021, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, invested a principal amount of $ 68,000 76,000 DeltaCat Re Tokens During the six-month period ended June 30, 2023, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, entered into subscription agreement to purchase a total of 6,200 10.00 62,000 TypTap Insurance Company (“TypTap”) Contract During the three-month and six-month periods ended June 30, 2023 the Company entered into a reinsurance agreement with TypTap, an insurance subsidiary of HCI Group, Inc., which is a related entity through common directorship. At June 30, 2023, included within premium receivable, deferred acquisition costs and unearned premiums on the condensed consolidated balance sheets are amounts equal to $ 977,000 110,000 1,007,000 1,099,000 92,000 10,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
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, 2023, other than disclosed in Note 4, for which disclosure was required. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents: | Cash and cash equivalents: |
Restricted cash and cash equivalents: | 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 | 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. OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 2. SIGNIFICANT ACCOUNTING POLICIES (continued) Fair value measurement (cont’d) 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 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 stocks and exchange-traded funds is based on the last traded price. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company’s investment custodians and management. The investment custodians 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. |
Deferred policy acquisition costs (“DAC”): | Deferred policy acquisition costs (“DAC”): |
Offering Expenses: | Offering Expenses: 135,000 135,000 225,000 In accordance with the terms of the equity distribution agreement with Maxim, we intend to offer and sell ordinary shares having an aggregate offering price of up to $ 6.3 5 |
Reserves for losses and loss adjustment expenses: | Reserves for losses and loss adjustment expenses: |
Loss experience refund payable: | Loss experience refund payable: OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 2. SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 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. There were no unearned premiums ceded at June 30, 2023. |
SurancePlus Management Fee Income | SurancePlus Management Fee Income |
Uncertain Income Tax Positions: | Uncertain Income Tax Positions: OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) June 30, 2023 2. SIGNIFICANT ACCOUNTING POLICIES (continued) |
(Loss) Earnings Per Share: | (Loss) Earnings Per Share: |
Stock-Based Compensation | Stock-Based Compensation Additionally, the Company uses the guidance in the SEC’s Staff Accounting Bulletin No. 107 to determine the estimated life of options issued 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. |
Accounting Updates: | 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, 2023 | |
Cash and Cash Equivalents [Abstract] | |
SUMMARY OF 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, 2023 2022 (in thousands) Cash on deposit $ 3,117 $ 1,207 Restricted cash held in trust 372 2,721 Total $ 3,489 $ 3,928 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF GROSS REALIZED GAINS AND LOSSES FROM SALE OF EQUITY SECURITIES | Proceeds received, and the gross realized gains and losses from sale of equity securities, for the periods ended June 30, 2023 and 2022, are as follows: SCHEDULE OF GROSS REALIZED GAINS AND LOSSES FROM SALE OF EQUITY SECURITIES Gross Gross Gross proceeds Realized Realized from sales Gains Losses ($ in thousands) Three Months Ended June 30, 2023 Equity securities $ - $ - $ - Six Months Ended June 30, 2023 Equity securities $ - $ - $ - Three Months Ended June 30, 2022 Equity securities $ 418 $ 19 $ - Six Months Ended June 30, 2022 Equity securities $ 626 $ 27 $ - |
SCHEDULE OF OTHER INVESTMENT | Other investments as of June 30, 2023 consist of the following (in thousands): SCHEDULE OF OTHER INVESTMENT June 30, 2023 December 31, 2022 Oxbridge Acquisition Corp. Promissory Note $ 214 214 Oxbridge Acquisition Corp. Class B Ordinary Shares 11,714 11,209 Total $ 11,928 11,423 Six Months ended June 30, 2023 Six Months ended June 30, 2022 Beginning of period $ 11,423 11,173 Unrealized gain on investment in affiliate 505 341 End of period $ 11,928 11,514 |
SCHEDULE OF FAIR VALUE OF ASSETS MEASURED ON RECURRING BASIS | SCHEDULE OF FAIR VALUE OF ASSETS MEASURED ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Total Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of June 30, 2023 ($ in thousands) Financial Assets: Cash and cash equivalents $ 3,117 $ - $ - $ 3,117 Restricted cash and cash equivalents $ 372 $ - $ - $ 372 Other investments $ - $ - $ 11,928 $ 11,928 Equity securities $ 723 $ - $ - $ 723 Total $ 4,212 $ - $ 11,928 $ 16,140 (Level 1) (Level 2) (Level 3) Total Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total As of December 31, 2022 ($ in thousands) Financial Assets: Cash and cash equivalents $ 1,207 $ - $ - $ 1,207 Restricted cash and cash equivalents $ 2,721 $ - $ - $ 2,721 Other investments $ - $ - $ 11,423 $ 11,423 Equity securities $ 642 $ - $ - $ 642 Total $ 4,570 $ - $ 11,423 $ 15,993 |
SCHEDULE OF RECONCILIATION OF CHANGES IN FAIR VALUE | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the other investments classified as Level 3: SCHEDULE OF RECONCILIATION OF CHANGES IN FAIR VALUE Other Fair value of Level 3 other investment at January 1, 2023 $ 11,423 Change in valuation inputs or other assumptions 505 Fair value of Level 3 other investment at June 30, 2023 $ 11,928 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF FINANCIAL STATEMENTS | SCHEDULE OF FINANCIAL STATEMENTS For Three Months Ended For Six Months Ended Statement of Operations Data: June 30, 2023 June 30, 2023 (Unaudited) (Unaudited) (in thousands) SurancePlus management fee income $ 574 $ 574 Underwriting-related income 163 163 Total revenue $ 737 $ 737 Expenses $ (225 ) $ (225 ) Income attributable to tokenholders (149 ) (149 ) Net income 363 363 Balance Sheet Data: At June 30, 2023 (Unaudited) (in thousands) Total assets $ 2,611 Amounts due to Delta Cat Re Tokenholders 1,129 Total shareholder’s equity 1,482 |
RESERVE FOR LOSSES AND LOSS A_2
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Reserve For Losses And Loss Adjustment Expenses | |
SCHEDULE OF LOSS ADJUSTMENT EXPENSE | The following table summarizes the Company’s loss and loss adjustment expenses (“LAE”) and the reserve for loss and LAE reserve movements for the six-month periods ending June 30, 2023 and 2022: SCHEDULE OF LOSS ADJUSTMENT EXPENSE At June 30, At June 30, 2023 2022 (in thousands) Balance, beginning of period $ 1,073 $ - Incurred related to: Current period - - Prior period - - Total incurred - - Paid related to: Current period (1,073 ) - Prior period - - Total paid (1,073 ) - Balance, end of period $ - $ - |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED (LOSS) EARNING PER SHARE | A summary of the numerator and denominator of the basic and diluted (loss) earnings per share is presented below (dollars in thousands except per share amounts): SCHEDULE OF COMPUTATION OF BASIC AND DILUTED (LOSS) EARNING PER SHARE Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ (85 ) 77 $ 57 (310 ) Denominator: Weighted average shares - basic 5,870,234 5,781,586 5,863,973 5,766,382 Effect of dilutive securities - Stock options - - - - Shares issuable upon conversion of warrants - - - - Weighted average shares - diluted 5,870,234 5,781,586 5,863,973 5,766,382 (Loss) earnings per share - basic $ (0.01 ) 0.01 $ 0.01 (0.05 ) (Loss) earnings per share - diluted $ (0.01 ) 0.01 $ 0.01 (0.05 ) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the stock option activity for the three and six-month periods ended June 30, 2023 and 2022 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2022 896,250 4.71 6.9 Outstanding at March 31, 2022 896,250 4.71 6.6 Exercisable at March 31, 2022 601,250 4.44 5.7 Outstanding at June 30, 2022 896,250 $ 4.71 6.4 $ - Exercisable at June 30, 2022 641,250 $ 4.42 5.6 $ - Outstanding at January 1, 2023 871,250 $ 4.67 5.6 $ - Forfeited (25,000 ) $ 6.00 Outstanding at March 31, 2023 846,250 $ 4.63 5.5 $ - Exercisable at March 31, 2023 736,875 $ 4.43 5.2 $ - Outstanding at June 30, 2023 846,250 $ 4.63 5.3 $ - Exercisable at June 30, 2023 752,500 $ 4.46 5.0 $ - |
SCHEDULE OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS | SCHEDULE OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS Weighted- Weighted- Number of Restricted Average Grant Date Stock Awards Fair Value Nonvested at January 1, 2023 23,000 $ 2.37 Granted 100,647 $ 2.37 Vested (32,750 ) $ 2.37 Nonvested at June 30, 2023 90,897 $ |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
SCHEDULE OF OPERATING LEASE COST | The components of lease expense and other lease information as of and during the six-month periods ended June 30, 2023 and 2022 are as follows: SCHEDULE OF OPERATING LEASE COST For the Six-Month Period For the Six-Month Period (in thousands) Ended June 30, 2023 Ended June 30, 2022 Operating Lease Cost (1) $ 50 $ 48 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 50 $ 48 (1) Includes short-term leases |
SCHEDULE OF OPERATING LEASE OBLIGATIONS | SCHEDULE OF OPERATING LEASE OBLIGATIONS (in thousands) At June 30, 2023 At December 31, 2022 Operating lease right-of-use assets $ 60 $ 44 Operating lease liabilities $ $ 44 Weighted-average remaining lease term - operating leases 0.57 1.17 Weighted-average discount rate - operating leases 7.70 % 6.50 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under non-cancellable leases as of June 30, 2023 and December 31, 2022, reconciled to our discounted operating lease liability presented on the consolidated balance sheet are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (in thousands) At June 30, 2023 At December 31, 2022 Remainder of 2023 53 - 2024 9 40 Thereafter - 6 Total future minimum lease payments $ 62 $ 46 Less imputed interest (2 ) (2 ) Total operating lease liability $ 60 44 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) | Apr. 04, 2013 |
Oxbridge Reinsurance Limited [Member] | |
Ownership percentage | 100% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Offering costs | $ 135,000 | $ 135,000 | $ 133,000 | ||
Expenses | 697,000 | $ 410,000 | 1,101,000 | $ 772,000 | |
Surance Plus Inc [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Expenses | 225,000 | 225,000 | |||
Equity Distribution Agreement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Offering costs | 135,000 | 135,000 | |||
Equity Distribution Agreement [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Aggregate offering price | 6,300,000 | 6,300,000 | |||
Equity Distribution Agreement [Member] | Maximum [Member] | Delta Cat Re tokens [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Aggregate offering price | $ 5,000,000 | $ 5,000,000 |
SUMMARY OF CASH AND CASH EQUIVA
SUMMARY OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash on deposit | $ 3,117 | $ 1,207 |
Restricted cash held in trust | 372 | 2,721 |
Total | $ 3,489 | $ 3,928 |
SCHEDULE OF GROSS REALIZED GAIN
SCHEDULE OF GROSS REALIZED GAINS AND LOSSES FROM SALE OF EQUITY SECURITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | ||||
Proceeds from Sale of Equity Securities, FV-NI | $ 418 | $ 626 | ||
Equity Securities, FV-NI, Realized Gain | 19 | 27 | ||
Equity Securities, FV-NI, Realized Loss |
SCHEDULE OF OTHER INVESTMENT (D
SCHEDULE OF OTHER INVESTMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
End of period | $ 11,928 | $ 11,514 | $ 11,928 | $ 11,514 |
Beginning of period | 11,423 | 11,173 | ||
Unrealized gain on investment in affiliate | 124 | $ 571 | 505 | $ 341 |
Oxbridge Acquisition Corp [Member] | Promissory Note [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
End of period | 214 | 214 | ||
Beginning of period | 214 | |||
Oxbridge Acquisition Corp [Member] | Common Class B [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
End of period | $ 11,714 | 11,714 | ||
Beginning of period | $ 11,209 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Platform Operator, Crypto-Asset [Line Items] | ||||
Cash and cash equivalents | $ 3,117 | $ 1,207 | ||
Restricted cash and cash equivalents | 372 | 2,721 | ||
Other investments | 11,928 | 11,423 | $ 11,514 | $ 11,173 |
Equity securities | 723 | 642 | ||
Total | 16,140 | 15,993 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Cash and cash equivalents | 3,117 | 1,207 | ||
Restricted cash and cash equivalents | 372 | 2,721 | ||
Other investments | ||||
Equity securities | 723 | 642 | ||
Total | 4,212 | 4,570 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Cash and cash equivalents | ||||
Restricted cash and cash equivalents | ||||
Other investments | ||||
Equity securities | ||||
Total | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Cash and cash equivalents | ||||
Restricted cash and cash equivalents | ||||
Other investments | 11,928 | 11,423 | ||
Equity securities | ||||
Total | $ 11,928 | $ 11,423 |
SCHEDULE OF RECONCILIATION OF C
SCHEDULE OF RECONCILIATION OF CHANGES IN FAIR VALUE (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Platform Operator, Crypto-Asset [Line Items] | |
Fair value of Level 3 other Investment, beginning | $ 11,423 |
Change in valuation inputs or other assumptions | 505 |
Fair value of Level 3 other Investment, ending | $ 11,928 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Nov. 14, 2022 | Nov. 09, 2022 | Aug. 16, 2021 | Aug. 11, 2021 | Aug. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Common stock par value | $ 0.001 | $ 0.001 | |||||
Aggregate purchase price | $ 2,000,000 | ||||||
Capital risk percentage | 34.70% | ||||||
Ordinary shares percentage | 49.60% | ||||||
Preferred shares percentage | 63.10% | ||||||
Fair value measurements, description | The fair value calculation of the Company’s beneficial interest in OXAC’s Class B shares and Private Placement Warrants is dependent on company-specific adjustments applied to the observable trading prices of OXAC Class A shares and public warrants. The fair value calculation of the Company’s beneficial interest in the Extension Loan is dependent on company-specific adjustments applied to the pro-rata original principal amount of the Extension Loan. The Company’s management estimates that a specific discount of 25.11% sufficiently captures the risk or profit that a market participant would require as compensation for i) the lack of marketability of the Company’s beneficial interests in the OXAC and ii) assuming the inherent risk of forfeiture and default if a business combination doesn’t occur within OXAC’s stipulated time frame. The Company has selected a discount of 25.11% based on fair value measurements by an independent valuation expert, and due to the unobservable nature of this company-specific adjustment | ||||||
Unrealized gain on securities | $ 505,000 | ||||||
Debt discount rate | 25.11% | ||||||
Sponsor [Member] | |||||||
Proceed from loan payable | $ 575,000 | ||||||
Proceed from ordinary shares | $ 285,000 | ||||||
Ordinary Shares [Member] | |||||||
Number of shares issued | 1,500,000 | ||||||
Preferred Stock [Member] | |||||||
Number of shares issued | 3,094,999 | ||||||
Preferred Stock [Member] | Sponsor [Member] | |||||||
Equity interest percentage | 63.10% | ||||||
Common Stock [Member] | Sponsor [Member] | |||||||
Equity interest percentage | 49.60% | ||||||
Warrant [Member] | |||||||
Warrants exercise price | $ 7.50 | ||||||
Warrant [Member] | Measurement Input Strike Price [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 11.50 | ||||||
Private Placement [Member] | |||||||
Issuance of warrants | $ 0 | $ 0 | |||||
Oxbridge Acquisition Corp [Member] | |||||||
Percentage of common stock hold | 20% | ||||||
Discount rate for marketability | 25.11% | ||||||
Oxbridge Acquisition Corp [Member] | Common Class A [Member] | |||||||
Warrants exercise price | $ 11.50 | ||||||
Oxbridge Acquisition Corp [Member] | Common Class B [Member] | |||||||
Number of purchased shares | 2,875,000 | ||||||
Common stock par value | $ 0.0001 | ||||||
Oridinary shares issued, value | $ 25,000 | ||||||
Oxbridge Acquisition Corp [Member] | Private Placement Warrants [Member] | |||||||
Outstanding amount | 4,897,500 | 4,897,500 | |||||
Warrants exercise price | $ 1 | ||||||
Proceed from loan payable | $ 575,000 | ||||||
Oxbridge Acquisition Corp [Member] | IPO [Member] | |||||||
Shares issued in transaction | 11,500,000 | ||||||
Share issued price per share | $ 10 | ||||||
Proceeds from offering | $ 115,000,000 | ||||||
Oxbridge Acquisition Corp. Class B Ordinary Shares [Member] | |||||||
Debt conversion description | 1 to 1 basis |
SCHEDULE OF FINANCIAL STATEMENT
SCHEDULE OF FINANCIAL STATEMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Total revenue | $ 691 | $ 503 | $ 1,237 | $ 505 | ||||
Expenses | (697) | (410) | (1,101) | (772) | ||||
Income attributable to tokenholders | (6) | 93 | 136 | (267) | ||||
Net (loss) income | (85) | $ 142 | 77 | $ (387) | 57 | (310) | ||
Total assets | 18,708 | 18,708 | $ 16,616 | |||||
Amounts due to Delta Cat Re Tokenholders | 1,059 | 1,059 | ||||||
Total shareholder’s equity | 15,155 | $ 15,185 | $ 16,405 | $ 16,296 | 15,155 | $ 16,405 | $ 14,989 | $ 16,651 |
Surance Plus Inc [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Total revenue | 737 | 737 | ||||||
Expenses | (225) | (225) | ||||||
Income attributable to tokenholders | (149) | (149) | ||||||
Net (loss) income | 363 | 363 | ||||||
Total assets | 2,611 | 2,611 | ||||||
Total shareholder’s equity | 1,482 | 1,482 | ||||||
Surance Plus Inc [Member] | Related Party [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Amounts due to Delta Cat Re Tokenholders | 1,129 | 1,129 | ||||||
Surance Plus Inc [Member] | Surance Plus Management Fee Income [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Total revenue | 574 | 574 | ||||||
Surance Plus Inc [Member] | Underwriting Related Income [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Total revenue | $ 163 | $ 163 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 27, 2023 | Mar. 27, 2023 | Jun. 01, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2017 | Dec. 22, 2017 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Participating notes total | $ 98,000 | ||||||||
Convertible notes payable | $ 118,000 | 118,000 | |||||||
Management fee | $ 300,000 | 300,000 | |||||||
Surance Plus Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued, price per share | $ 10 | $ 10 | |||||||
Description for offer and sale of securities | The proceeds from the offer and sale of the Securities will be used by SurancePlus to purchase one or more participating notes of Oxbridge Re NS, and the proceeds from the sale of participating notes will be invested in collateralized reinsurance contracts to be underwritten by Oxbridge Re NS. The holders of the digital Securities will generally be entitled to proceeds from the payment of participating notes in the amount of a preferred return of 20% plus an additional 80% of any proceeds in excess of the amount necessary to pay the preferred return. Assuming no casualty losses to properties reinsured by Oxbridge Re’s reinsurance subsidiaries, DeltaCat Re token investors are expected to receive an annual return on the original purchase price of the digital securities of 42%. | ||||||||
Stock issued during period shares new issues | 244,776 | ||||||||
Proceeds from issuance of private placement | $ 2,447,760 | ||||||||
Surance Plus Inc [Member] | Parent [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from issuance of private placement | 1,167,000 | ||||||||
Management fee | 273,000 | ||||||||
Surance Plus Inc [Member] | Third Party Investors [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from issuance of private placement | 1,280,000 | ||||||||
Management fee | 300,000 | ||||||||
Surance Plus Inc [Member] | Subscription agreements [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from issuance of private placement | $ 150,100 | ||||||||
Surance Plus Inc [Member] | Investors and non US persons [Member] | Subscription agreements [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued, price per share | $ 10 | ||||||||
Stock issued during period shares new issues | 229,766 | ||||||||
Proceeds from issuance of private placement | $ 2,297,660 | ||||||||
Sale of stock number of shares issued in transaction | 15,010 | ||||||||
Notes Payable to Series 2020 -1 Noteholders [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Notes issued | $ 216,000,000 | ||||||||
Debt maturity date | Jun. 01, 2023 | ||||||||
Oxbridge Re NS [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Share capital percentage | 100% | ||||||||
Oxbridge Re NS [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Voting percentage | 100% | ||||||||
Noncontrolling interest | $ 0 | $ 43,000 |
SCHEDULE OF LOSS ADJUSTMENT EXP
SCHEDULE OF LOSS ADJUSTMENT EXPENSE (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Reserve For Losses And Loss Adjustment Expenses | ||
Balance, beginning of period | $ 1,073 | |
Current period | ||
Prior period | ||
Total incurred | ||
Current period | (1,073) | |
Prior period | ||
Total paid | (1,073) | |
Balance, end of period |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED (LOSS) EARNING PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net (loss) income | $ (85) | $ 142 | $ 77 | $ (387) | $ 57 | $ (310) |
Weighted average shares - basic | 5,870,234 | 5,781,586 | 5,863,973 | 5,766,382 | ||
Effect of dilutive securities - Stock options | ||||||
Shares issuable upon conversion of warrants | ||||||
Weighted average shares - diluted | 5,870,234 | 5,781,586 | 5,863,973 | 5,766,382 | ||
(Loss) earnings per share - basic | $ (0.01) | $ 0.01 | $ 0.01 | $ (0.05) | ||
(Loss) earnings per share - diluted | $ (0.01) | $ 0.01 | $ 0.01 | $ (0.05) |
(LOSS) EARNINGS PER SHARE (Deta
(LOSS) EARNINGS PER SHARE (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 846,250 | 8,230,700 | 8,230,700 |
Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,230,700 | 8,230,700 | |
Share-Based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 896,250 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Warrants exercised | 0 | 0 | 0 | 0 | |
Warrant [Member] | |||||
Warrant outstanding | 8,230,700 | 8,230,700 | 8,230,700 | ||
Exercise price | $ 7.50 | $ 7.50 | |||
Common Stock [Member] | |||||
Closing price per share | $ 9.38 | $ 9.38 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||||
Number of Options Outstanding | 846,250 | 871,250 | 896,250 | 896,250 | 896,250 | |
Weighted-Average Exercise Price, Outstanding | $ 4.63 | $ 4.67 | $ 4.71 | $ 4.71 | $ 4.71 | |
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 3 months 18 days | 5 years 6 months | 6 years 4 months 24 days | 6 years 7 months 6 days | 5 years 7 months 6 days | 6 years 10 months 24 days |
Number of Options Exercisable, Ending Balance | 736,875 | 601,250 | ||||
Weighted-Average Exercise Price, Exercisable | $ 4.43 | $ 4.44 | ||||
Weighted-Average Remaining Contractual Term, Exercisable | 5 years | 5 years 2 months 12 days | 5 years 7 months 6 days | 5 years 8 months 12 days | ||
Number of Options Outstanding | 846,250 | 846,250 | 896,250 | 896,250 | 871,250 | 896,250 |
Weighted-Average Exercise Price, Outstanding | $ 4.63 | $ 4.63 | $ 4.71 | $ 4.71 | $ 4.67 | $ 4.71 |
Aggregate Intrinsic Value | ||||||
Number of Options Exercisable, Ending Balance | 752,500 | 736,875 | 641,250 | 601,250 | ||
Weighted-Average Exercise Price, Exercisable | $ 4.46 | $ 4.43 | $ 4.42 | $ 4.44 | ||
Aggregate Intrinsic Value | ||||||
Aggregate Intrinsic Value | ||||||
Number of options outstanding, Forfeited | (25,000) | |||||
Number of options outstanding, Forfeited | $ 6 | |||||
Aggregate Intrinsic Value |
SCHEDULE OF ACTIVITY OF UNVESTE
SCHEDULE OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Weighted-Number of Restricted Stock Awards, Beginning balance | 23,000 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 2.37 |
Weighted-Number of Restricted Stock Awards, Granted | 100,647 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 2.37 |
Weighted-Number of Restricted Stock Awards, Vested | (32,750) |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 2.37 |
Weighted-Number of Restricted Stock Awards, Ending balance | 90,897 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock, grant | 100,647 | |||
Vesting period, contractual term | 10 years | |||
Unrecognized compensation | $ 30,000 | $ 84,000 | $ 30,000 | $ 84,000 |
General and Administrative Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation expense | 5,000 | 15,000 | 10,000 | 30,000 |
Restricted Stock [Member] | General and Administrative Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation expense | 50,000 | $ 17,000 | 99,000 | $ 34,000 |
Unrecognized compensation | $ 244,000 | $ 244,000 | ||
Unrecognized compensation weighted average, period | 13 months | |||
2021 Omnibus Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options, granted | 1,000,000 | |||
Shares available for grant | 895,353 | 895,353 | ||
2021 Omnibus Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock, grant | 100,647 | 32,000 | ||
Two Thousand Fourteen Omnibus Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options, granted | 1,000,000 | |||
Shares available for grant | 11,750 | 11,750 |
NET WORTH FOR REGULATORY PURP_2
NET WORTH FOR REGULATORY PURPOSES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Minimum prescribed capital requirement description | 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] | ||||
Statutory accounting practices statutory capital and surplus balance | $ 8,710 | $ 8,710 | ||
Income loss | 420,000 | $ 509,000 | 420,000 | $ 509,000 |
Oxbridge Re NS [Member] | ||||
Statutory accounting practices statutory capital and surplus balance | 156,000 | 156,000 | ||
Income loss | $ 0 | $ 1,000 | $ 0 | $ 1,000 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COST (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Leases | |||
Operating Lease Cost | [1] | $ 50 | $ 48 |
Operating cash flows from operating leases | $ 50 | $ 48 | |
[1]Includes short-term leases |
SCHEDULE OF OPERATING LEASE OBL
SCHEDULE OF OPERATING LEASE OBLIGATIONS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right-of-use assets | $ 60 | $ 44 |
Operating lease liabilities | $ 60 | $ 44 |
Weighted-average remaining lease term - operating leases | 6 months 25 days | 1 year 2 months 1 day |
Weighted-average discount rate - operating leases | 7.70% | 6.50% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Remainder of 2023 | $ 53 | |
2024 | 9 | 40 |
Thereafter | 6 | |
Total future minimum lease payments | 62 | 46 |
Less imputed interest | (2) | (2) |
Total operating lease liability | $ 60 | $ 44 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Aug. 11, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Due from related party | $ 99,000 | $ 99,000 | $ 45,000 | ||||
Aggregate purchase price | $ 2,000,000 | ||||||
Premiums receivable | 1,954,000 | 1,954,000 | 282,000 | ||||
Deferred acquisition cost | 221,000 | 221,000 | |||||
Unearned premiums | 2,013,000 | 2,013,000 | |||||
Change in unearned premium reserve | 1,672,000 | $ 285,000 | |||||
Underwriting expenses | $ 20,000 | $ 21,000 | 20,000 | $ 44,000 | |||
Mr Jay Madhu [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument face amount | $ 68,000,000 | ||||||
Proceeds from related party debt | $ 76,000,000 | ||||||
Number of shares issued | 6,200 | ||||||
Shares issued, price per share | $ 10 | $ 10 | |||||
Aggregate purchase price | $ 62,000 | ||||||
Administrative Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Administrative services agreement description | Commencing on the effective date of the SPAC’s IPO, the Sponsor agreed to pay the Company a total of up to $10,000 per month for office space, utilities, secretarial and administrative support to the Sponsor and the SPAC. | ||||||
Administrative fees expense | $ 60,000 | ||||||
Administrative Services Agreement [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Administrative fees expense | 90,000 | ||||||
Administrative Services Agreement [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related party | $ 8,000 | 8,000 | |||||
Reinsurance Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Premiums receivable | 977,000 | 977,000 | |||||
Deferred acquisition cost | 110,000 | 110,000 | |||||
Unearned premiums | $ 1,007,000 | 1,007,000 | |||||
Change in unearned premium reserve | 1,099,000 | ||||||
Deferred policy acquisition cost | 92,000 | ||||||
Underwriting expenses | $ 10,000 |