29th Oct 2008 07:00
Advent Capital (Holdings) PLC
("Advent" or the "Company")
Advent, the specialist Lloyd's insurer, today reports its results for the nine months ended 30 September 2008.
Key highlights
Financial summary
Nine months (unaudited) |
|||||
2008 |
2007 |
Year 2007 |
Year 2006 |
Year 2005 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Gross premiums written |
183,083 |
115,552 |
126,912 |
115,356 |
100,550 |
Net premiums written |
151,420 |
95,296 |
106,199 |
88,201 |
62,949 |
Net premiums earned |
122,117 |
69,941 |
95,984 |
81,694 |
65,070 |
Underwriting profit (loss) |
1,149 |
9,100 |
20,912 |
21,064 |
(78,098) |
Profit (loss) before tax |
(1,857) |
12,875 |
25,161 |
22,853 |
(74,185) |
Profit (loss) after tax |
26 |
7,818 |
19,192 |
16,011 |
(51,922) |
Return on equity |
0.0% |
8.8% |
21.6% |
25.1% |
(68.4%) |
Nine months (unaudited) |
|||||
2008 |
2007 Restated |
Year 2007 Restated |
Year 2006 Restated |
Year 2005 Restated |
|
Per share amounts (1) |
|||||
Earnings (loss) - basic and diluted
|
0.1p |
19.2p |
47.2p |
43.3p |
(30.3p) |
Dividend |
12.5p |
- |
- |
- |
27.5p |
Net assets
|
254p |
238p |
267p |
219p |
160p |
Net tangible assets |
237p |
220p |
249p |
199p |
136p |
Operating ratios |
|||||
Claims ratio
|
80% (2) |
59% |
49% |
44% |
197% |
Expense ratio
|
19% (2) |
28% |
29% |
30% |
23% |
Combined ratio
|
99% (2) |
87% |
78% |
74% |
220% |
Net notified loss ratio |
32% |
24% |
32% |
17% |
134% |
(by year of account) |
(1) per share amounts restated for the share consolidation of 10 old ordinary shares of 5p each for 1 new ordinary share of 50p each on 23 June 2008
(2) claims ratio of 72%, expense ratio of 27% and combined ratio of 99% excluding impact of reinsurance to close (RITC) premium
Advent Capital (Holdings) PLC |
||
Keith Thompson |
020 7743 8200 |
|
Chief Operating Officer |
||
Trevor Ambridge Chief Financial Officer |
020 7743 8200 |
|
Neil Ewing Investor Relations |
020 7743 8250 |
|
Fox-Pitt Kelton Cochran Caronia Waller |
||
Simon Law |
020 7663 6023 |
|
Jonny Franklin-Adams |
020 7663 6029 |
|
Pelham Public Relations |
||
Polly Fergusson |
020 7743 6362 |
|
Damian Beeley |
020 3178 2253 |
Financial Review
For the nine months ended 30 September 2008, the Company's loss before tax was £1.9 million compared with a profit of £12.9 million for the first nine months of 2007.
For the nine months ended 30 September 2008, the Company incurred:
The results for the nine months of 2008 reflect:
Underwriting loss of £7.9 million from the 2008 year of account after 2008 Hurricane Losses of £17.1 million and single risk property losses of £4.3 million. The catastrophe margin has been fully utilised at 30 September 2008 whereas there was unutilised catastrophe margins at 30 September 2007 and 2006 when there were no major catastrophes.
Underwriting profit of £2.1 million from the 2007 year of account after single risk property losses of £6.9 million, principally recorded in the first quarter of 2008.
Underwriting profit of £1.7 million from the 2006 and prior years of account primarily due to improvements in prior years' claims of £2.0 million (2007: £2.3 million).
The Company's earnings per share of 0.1p for the first nine months of 2008 reflects the 2008 Hurricane Losses, compared with restated earnings per share of 19.2p in 2007 when there were no major catastrophes.
For the nine months ended 30 September 2008, the Company had an underwriting profit of £1.1 million and a combined ratio of 99.1% compared with an underwriting profit of £9.1 million and a combined ratio of 87.0% in 2007. Excluding the RITC premium from the 2005 year of account of £34.2 million (2007: £6.8 million from the 2004 year of account), the combined ratio for the first nine months of 2008 was 98.7% on net earned premium of £87.9 million (2007: 85.7% on net earned premium of £62.8 million).
Underwriting Review
For the nine months ended 30 September 2008, gross premiums written, excluding the RITC premium, increased by 32.8% to £144.5 million from £108.8 million in 2007, reflecting the Company's increased share of Syndicate 780's capacity to 100% in 2008 from 83.7% in 2007 (£23.6 million) and premium growth (£12.1 million).
Similarly, excluding the RITC premium, net premiums written increased by 31.5% to £117.2 million from £89.1 million in 2007, and net premiums earned increased by 40.0% to £87.9 million from £62.8 million in 2007.
Insurance Segment Review
30 September 2008 |
|||||
Non-Marine |
Property |
||||
Reinsurance |
Insurance |
Marine |
Syn 2 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Gross premiums written |
130,563 |
28,692 |
23,334 |
494 |
183,083 |
Net premiums written |
107,869 |
23,732 |
19,244 |
575 |
151,420 |
Net premiums earned |
86,892 |
21,709 |
12,941 |
575 |
122,117 |
Net claims incurred |
(71,270) |
(18,560) |
(7,287) |
(466) |
(97,583) |
Acquisition costs |
(7,431) |
(6,093) |
(3,379) |
(74) |
(16,977) |
Operating costs |
(3,746) |
(1,268) |
(1,031) |
(363) |
(6,408) |
Underwriting profit (loss) |
4,445 |
(4,212) |
1,244 |
(328) |
1,149 |
Claims ratio |
82.0% |
85.5% |
56.3% |
81.0% |
80.0% |
Acquisition costs |
8.6% |
28.1% |
26.1% |
12.9% |
13.9% |
Operating costs |
4.3% |
5.8% |
8.0% |
63.0% |
5.2% |
Expense ratio |
12.9% |
33.9% |
34.1% |
75.9% |
19.1% |
Combined ratio |
94.9% |
119.4% |
90.4% |
156.9% |
99.1% |
Adjusted combined ratio excluding effect of RITC premium |
91.6% |
119.4% |
90.4% |
156.9% |
98.7% |
30 September 2007 (Restated) |
|||||
Non-Marine |
Property |
||||
Reinsurance |
Insurance |
Marine |
Syn 2 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Gross premiums written |
73,236 |
24,249 |
17,703 |
364 |
115,552 |
Net premiums written |
58,773 |
20,465 |
15,532 |
526 |
95,296 |
Net premiums earned |
41,657 |
18,243 |
9,515 |
526 |
69,941 |
Net claims incurred |
(27,765) |
(9,282) |
(5,907) |
1,405 |
(41,549) |
Acquisition costs |
(6,369) |
(5,598) |
(2,056) |
(55) |
(14,078) |
Operating costs |
(3,082) |
(1,020) |
(745) |
(367) |
(5,214) |
Underwriting result |
4,441 |
2,343 |
807 |
1,509 |
9,100 |
Claims ratio |
66.6% |
50.9% |
62.1% |
(267.0)% |
59.4% |
Acquisition costs |
15.3% |
30.7% |
21.6% |
10.4% |
20.1% |
Operating costs |
7.4% |
5.6% |
7.8% |
69.7% |
7.5% |
Expense ratio |
22.7% |
36.3% |
29.4% |
80.1% |
27.6% |
Combined ratio |
89.3% |
87.2% |
91.5% |
(186.9)% |
87.0% |
Adjusted combined ratio excluding effect of RITC premium |
87.5% |
87.2% |
91.5% |
(186.9)% |
85.7% |
Non-Marine Reinsurance
For the nine months ended 30 September 2008, the Non-Marine Reinsurance account had an underwriting profit of £4.4 million and combined ratio of 94.9% after the 2008 Hurricane Losses and single risk property losses, net of reinsurance recoveries and reinstatement premiums, of £19.0 million and partially offset by the release of earned catastrophe margins of £10.5 million and profit on exchange of £5.9 million from the impact of the stronger US dollar on underwriting income. This compares with an underwriting profit of £4.4 million and combined ratio of 89.3% in 2007 after attritional catastrophe losses from European Windstorm Kyrill, Australian storms and UK floods of £7.2 million. Excluding the RITC premium, the combined ratio was 91.6% for the first nine months of 2008 (2007: 87.5%).
Advent Re
For the nine months ended 30 September 2008, Advent Re had an underwriting profit of £5.5 million, with the release of its unutilised catastrophe margins against the 2008 Hurricane Losses. PCS reported insured loss estimates at 30 September 2008 of US$1.9 billion for Hurricane Gustav and US$8.1 billion for Hurricane Ike. Advent Re does not expect any losses under its contracts with attachment points for its OLW's at US$20 billion for onshore property losses and the UNL policies are underwritten with the intention of responding to similar levels of market loss as the OLW policies, recognising that this is modelled data and the attachment points are estimates in terms of the probability and size of the market loss. Advent Re wrote US$13.2 million (£6.8 million) of premiums, net of brokerage, in the first nine months of 2008, up from US$11.5 million (£5.8 million) in 2007, with 72% of policies expiring on 31 December 2008 and 28% of policies expiring in the first half of 2009. The risks written consist of Original Loss Warranty (OLW) policies for 38% of premiums written and traditional Ultimate Net Loss (UNL) policies for 62% of premiums written.
Property Insurance
For the nine months ended 30 September 2008, the Property Insurance account had an underwriting loss of £4.2 million and combined ratio of 119.4% after 2008 Hurricanes Losses of £3.2 million and single risk property losses, net of reinsurance recoveries, of £3.8 million. This compares with an underwriting profit of £2.3 million and combined ratio of 87.2% in 2007.
Marine
For the nine months ended 30 September 2008, the Marine account had an underwriting profit of £1.2 million and a combined ratio of 90.4%, after 2008 Hurricanes Losses of £2.7 million. This compares with an underwriting profit of £0.8 million and combined ratio of 91.5% in 2007, which included a late advice of a Hurricane Rita energy claim of £2.2 million in the first quarter of 2007.
Syndicate 2
Syndicate 2 had an underwriting loss of £0.3 million for the nine months ended 30 September 2008 due to a new claims advice on the 1999 year of account received in the second quarter. The 2007 underwriting profit of £1.5 million reflected favourable development on 2001 and prior years' aviation and energy claims.
Advent Underwriting Limited is considering the closure of the 2001 and 2002 years of account and is continuing to consult with all syndicate capital providers to establish whether this is achievable.
Syndicate 780 - Net notified loss ratio at nine months (excluding IBNR)
Year of account |
1993 |
1994 |
1995 |
1996 |
1997 |
1998 |
1999 |
2000 |
% net notified |
10.0% |
19.4% |
9.4% |
18.0% |
13.9% |
27.1% |
30.5% |
20.3% |
Year of account |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
2008 |
% net notified |
33.2% |
5.1% |
9.2% |
23.7% |
20.3% |
11.5% |
22.6% |
32.3% |
The 2008 net notified loss ratio of 32.3% reflects the high frequency of single risk property losses and attritional catastrophe losses in 2008 with notified losses on the 2008 Hurricanes of only US$7.3 million. The 2007 net notified loss ratio included incurred losses on Kyrill, Australian storms and UK floods.
Catastrophe Exposure
At 30 September 2008, the Company's consolidated exposure to any one of the major Lloyd's Realistic Disaster Scenarios (RDS), from Syndicate 780 and Advent Re, is summarised below:
Industry |
30 Sept 2008 |
30 Sept 2008 |
1 January 2008 |
1 January 2008 |
|
Loss |
Gross loss |
Net loss |
Gross loss |
Net loss |
|
Catastrophe Event |
US$bn |
£m |
£m |
£m |
£m |
Gulf of Mexico Windstorm |
113 |
105.6 |
48.4 |
83.7 |
38.3 |
USA North East Windstorm |
74 |
85.9 |
40.9 |
72.6 |
35.2 |
Los Angeles Earthquake |
74 |
78.2 |
41.0 |
69.1 |
32.6 |
European Windstorm |
31 |
69.4 |
35.9 |
66.1 |
34.6 |
Japan Earthquake |
51 |
50.5 |
32.7 |
32.4 |
26.6 |
The Gulf of Mexico catastrophe event, before consideration of any Syndicate 780 or Advent Re catastrophe margins, would result in an estimated after tax loss of £39.5 million or 38.2% of shareholders' equity (1 January 2008: £30.7 million and 28.3% respectively). The increase resulted from Advent Re having written its planned US catastrophe exposure in the first and second quarters and the impact of the stronger US dollar on Syndicate 780's US catastrophe exposure.
The 2008 Hurricane Loss estimates were within the Company's expectations based on modelled losses using AIR catastrophe software which we adjusted for estimated Hurricane Ike losses in Ohio and the Caribbean which were not included in the AIR modelled losses. Non modelled offshore energy losses were based on the identification of specific rigs damaged or lost. For Hurricane Ike, the net loss estimates are just below or at the Company's attachment points for the reinsurance programmes of the Non-Marine Reinsurance and Property Insurance accounts and partially into the Energy account's reinsurance programme. Any deterioration in the Hurricane Ike loss estimates is expected to be largely contained within the Company's reinsurance programmes.
Expenses
For the nine months ended 30 September 2008, the underwriting expense ratio (excluding acquisition costs) as a percentage of net earned premiums, (excluding RITC), was 7.3%, compared with 9.2% in 2007, reflecting savings on reduced Lloyd's central charges and the increase in net premiums earned.
The Company incurred one-time advisory and legal fees of £1.0 million (included within corporate costs) in connection with Fairfax Financial Holdings Ltd's offer to buy all of the Company's shares.
The corporate foreign exchange loss arises due to the impact of the movement in exchange rates on corporate level net currency liabilities, including long term debt.
Investment Return
For the nine months ended 30 September 2008, the investment return decreased to £8.8 million (2007: £9.7 million), reflecting the lower interest rates in the United States and the United Kingdom, offset by an increase in the Company's cash and investments of £75.7 million since 30 September 2007.
The Syndicate's US dollar investment portfolio duration has been maintained short, at approximately 0.7 years. It is wholly invested in government or government guaranteed securities, with an overall return on US bonds of 2.2% for the first nine months of 2008 (annualised return of 3.0%). Neither the syndicates nor the Company invest in asset backed or mortgage backed securities (ABS and MBS), corporate bonds, equities or derivatives. Certain overseas deposits managed by Lloyd's (over which the Company has no investment control) have invested in corporate bonds and ABS as referred to in note 5 to the financial statements.
Advent Re's funds (included in corporate balances below) continued to be invested mainly in short term US treasury bills held in trust accounts as collateral for cedents' policy limits. The investment return for the first nine months of 2008 was 1.5% (annualised return of 2.0%) reflecting sharply lower US interest rates.
Our investment mix as at 30 September 2008 is shown below.
30 September 2008 |
31 December 2007 |
|||
Syndicate |
Corporate |
Total |
Total |
|
Investment mix |
£'000 |
£'000 |
£'000 |
£'000 |
Government debt securities |
185,450 |
122,859 |
308,309 |
219,654 |
Cash and cash equivalents |
4,829 |
8,606 |
13,435 |
26,978 |
Overseas deposits and money market funds |
9,264 |
- |
9,264 |
20,172 |
Total |
199,543 |
131,465 |
331,008 |
266,804 |
The increase in cash and investments to £331.0 million at 30 September 2008 from £266.8 million at 31 December 2007 reflects the increase in the Company's share of Syndicate 780's 2005 year of account assets reinsured into the 2006 year of account and the collection of Syndicate 780's outstanding losses on the closure of the 2005 year of account from third party names.
Capital Management
30 September 2008 |
31 December 2007 |
|||
£'000 |
£'000 |
|||
Long term debt - subordinated - senior |
27,652 24,922 |
25,085 22,262 |
||
52,574 |
47,347 |
|||
Shareholders' equity |
103,430 |
108,398 |
||
Debt to equity ratio |
51% |
44% |
||
Debt to total capital ratio |
34% |
30% |
||
Interest coverage |
0.4 x |
7 x |
The Company continues to maintain its debt to total capital ratio below 35% in accordance with its stated policy. The increase in long term debt to £52.6 million at 30 September 2008 from £47.3 million at 31 December 2007 results from the stronger US dollar against sterling.
For the nine months ended 30 September 2008, the average weighted interest rate on the Company's debt was 8.37%, down from 8.80% for 2007. The interest rate on the Company's US dollar debt is based on a weighted average of 4.16% above 3 month US dollar LIBOR and resets quarterly with the next interest reset dates in December.
The Company's long term debt has no financial or other covenants, other than the payment of interest quarterly and principal on maturity. Interest on the Company's subordinated debt of £27.7 million can be deferred and not paid for up to five years, without creating an event of default. The long term debt has maturities of £25.8 million in 2026 and £28.5 million in 2035. The debt is callable only at the Company's option after five years from date of issue.
2008 Business Plan Update
At Lloyd's Premium Income Monitoring (PIM) rates of exchange, total premiums for the 2008 year of account are expected to be in excess of £122 million. Premiums written for the Reinsurance account were ahead of plan by £13.3 million reflecting the syndicate's focus on developing its non USA catastrophe exposed business with premiums written in excess of plan of £4.2 million and an increase of £3.2 million in the US catastrophe book.
Premiums written for the Property Insurance account are below plan by £2.6 million reflecting increasingly competitive market conditions in the insurance market. Premiums written for the Marine account are in line with plan at £17.2 million.
2009 Business Plan
The initial 2009 Business Plan of Syndicate 780 was submitted to Lloyd's in July 2008 and had forecast gross premium income (net of brokerage commission) of £117 million, at PIM rates of exchange. It remained focused on existing lines of business and was based on the assumption that, in the absence of any major catastrophes, there would be continued downward pressure in pricing with an average price reduction of approximately 10% on the underwriting portfolio.
Given the frequency of market losses for the first nine months of 2008 culminating in Hurricanes Gustav and Ike, the initial plan has now been reviewed in terms of pricing expectations in certain lines of business but with no changes in the exposure to peak catastrophe zones. The revised 2009 business plan submitted to Lloyd's on 17 October 2008 has forecast gross premium income of £127.8 million. The plan is projecting flat pricing over the underwriting portfolio but with more significant price increases in the offshore energy account and catastrophe exposed accounts which are experiencing losses for the 2008 Hurricanes.
Advent is in discussion with Lloyd's about the revised plan which requires their approval. The key components of the revised 2009 year of account Plan compared with the 2008 year of account Plan and forecast premium income (net of brokerage commission) are set out below at PIM and rates of exchange at 30 September 2008:
2008 |
2008 |
2009 |
2009 |
|||||
Plan |
Forecast |
Plan |
Plan |
|||||
Exchange rate |
$1.92/£ |
$1.78/£ |
$1.99/£ |
$1.78/£ |
||||
Reinsurance |
||||||||
Treaty |
40.3 |
51.8 |
52.3 |
56.3 |
||||
Assumed |
12.9 |
18.2 |
14.9 |
15.8 |
||||
Marine |
2.2 |
2.4 |
2.3 |
2.5 |
||||
Aviation |
1.1 |
1.1 |
1.2 |
1.3 |
||||
Casualty and other |
3.1 |
4.3 |
8.1 |
8.4 |
||||
59.6 |
77.8 |
78.8 |
84.3 |
Insurance |
||||||||
Property |
36.5 |
32.9 |
28.9 |
31.0 |
||||
Energy |
16.0 |
17.8 |
16.2 |
17.9 |
||||
Cargo and other |
0.8 |
0.8 |
0.9 |
1.0 |
||||
Personal Accident |
1.4 |
1.4 |
3.0 |
3.1 |
||||
54.7 |
52.9 |
49.0 |
53.0 |
|||||
114.3 |
130.7 |
127.8 |
137.3 |
|||||
Increase (decrease) |
14.3% |
(2.2%) |
5.0% |
Advent Re
At this time Advent Re is considering plans for 2009 given the changing reinsurance market.
Outlook
Syndicate 780's 2009 business plan reflects our expectation of firmer market conditions following the 2008 Hurricanes and higher frequency of property and attritional catastrophe losses we experienced in 2008. The turmoil in world equity and credit markets has also adversely affected several major reinsurance companies and has eroded investment returns for many other insurance and reinsurance companies. We believe that this should help to harden market conditions as reinsurers and insurers alike seek to achieve better underwriting returns.
Our 2009 business plan for Syndicate 780 seeks to build on our strengths in Treaty Reinsurance and Property Insurance Markets with the continuing development of the worldwide non USA catastrophe exposed business while building balance and diversity across the rest of the portfolio if we can do so at an underwriting profit.
Advent has withstood its first significant test since Hurricanes Katrina, Rita and Wilma and the business model we adopted from 2006 is now demonstrating our ability to withstand major events. We believe we are in good shape:
We have an established and experienced underwriting team.
We have a conservative investment portfolio consisting of government and government guaranteed securities.
We have had favourable development in prior years' claims reserves.
Our hurricane loss estimates are within our expectations.
We do not have to refinance our long term debt which matures in 2026 and 2035.
Advent is well positioned in these difficult and uncertain times. Our underwriting business has lived through many challenges over the past 33 years and our experienced management and underwriting team is well prepared to take advantage of any opportunities that arise while maintaining our focus on underwriting profitability.
Brian F Caudle
Chairman
28 October 2008
CONSOLIDATED INCOME STATEMENT
For the nine months ended 30 September 2008
Note |
Nine months |
Year |
|||||
2008 |
2007 |
2007 |
|||||
(unaudited) |
(unaudited) |
(audited) |
|||||
Restated |
Restated |
||||||
£'000 |
£'000 |
£'000 |
|||||
Income |
|||||||
Gross premiums earned |
105,174 |
79,442 |
113,400 |
||||
Reinsurance to close premium |
34,246 |
6,157 |
6,698 |
||||
Reinsurance premium ceded |
(17,303) |
(15,658) |
(24,114) |
||||
Net premiums earned |
4 |
122,117 |
69,941 |
95,984 |
|||
Investment income |
5 |
8,771 |
9,725 |
13,141 |
|||
Other operating income |
373 |
388 |
483 |
||||
Total Income |
131,261 |
80,054 |
109,608 |
||||
Expenses |
|||||||
Claims incurred |
4 |
(66,110) |
(34,465) |
(40,184) |
|||
Reinsurance to close claims |
4 |
(34,246) |
(6,157) |
(6,698) |
|||
Reinsurance recoveries |
4 |
2,773 |
(927) |
(614) |
|||
Acquisition costs |
(16,977) |
(14,078) |
(18,921) |
||||
Underwriting expenses |
(6,408) |
(5,214) |
(8,655) |
||||
Corporate foreign exchange loss |
(4,731) |
(62) |
(69) |
||||
Corporate costs |
(4,388) |
(2,922) |
(4,748) |
||||
Total Expenses |
(130,087) |
(63,825) |
(79,889) |
||||
Operating Result |
1,174 |
16,229 |
29,719 |
||||
Interest on debt |
(3,031) |
(3,354) |
(4,558) |
||||
Profit (loss) before tax |
(1,857) |
12,875 |
25,161 |
||||
Tax |
7 |
1,883 |
(5,057) |
(5,969) |
|||
Profit for the period attributable to ordinary shareholders |
26 |
7,818 |
19,192 |
||||
Earnings per ordinary share |
|||||||
- Basic and diluted |
6 |
0.1p |
19.2p |
47.2p |
|||
CONSOLIDATED BALANCE SHEET
At 30 September 2008
Note |
30 September |
31 December |
|||||
2008 |
2007 |
2007 |
|||||
(unaudited) |
(unaudited) |
(audited) |
|||||
Restated |
|||||||
£'000 |
£'000 |
£'000 |
|||||
Assets |
|||||||
Cash and cash equivalents |
5 |
13,435 |
33,743 |
26,978 |
|||
Financial investments at fair value |
5 |
317,573 |
221,559 |
239,826 |
|||
Other receivables |
3,637 |
6,695 |
4,345 |
||||
Insurance and reinsurance assets |
|||||||
- Reinsurers' share of outstanding claims |
4 |
20,306 |
19,051 |
18,176 |
|||
- Reinsurers' share of unearned premiums |
4 |
11,103 |
8,495 |
1,058 |
|||
- Debtors arising from insurance and reinsurance operations |
87,097 |
63,552 |
48,060 |
||||
Deferred tax asset |
17,548 |
16,748 |
15,665 |
||||
Property and equipment |
451 |
556 |
651 |
||||
Intangible assets |
8 |
6,882 |
7,557 |
7,210 |
|||
Total assets |
478,032 |
377,956 |
361,969 |
||||
Equity |
|||||||
Share capital |
6 |
20,329 |
20,329 |
20,329 |
|||
Share premium account |
60,662 |
60,662 |
60,662 |
||||
Capital redemption reserve |
21,065 |
21,065 |
21,065 |
||||
Other reserves |
(2,578) |
(2,722) |
(2,666) |
||||
Retained earnings (deficit) |
3,952 |
(2,366) |
9,008 |
||||
Total shareholders' equity |
103,430 |
96,968 |
108,398 |
||||
Liabilities |
|||||||
Insurance and reinsurance liabilities |
|||||||
- Outstanding claims |
4 |
237,283 |
170,079 |
163,764 |
|||
- Unearned premiums |
4 |
70,484 |
53,715 |
31,136 |
|||
- Creditors arising out of insurance and reinsurance operations |
11,951 |
8,154 |
6,442 |
||||
Trade and other payables |
2,310 |
3,070 |
4,882 |
||||
Long term debt |
6 |
52,574 |
45,970 |
47,347 |
|||
Total liabilities |
374,602 |
280,988 |
253,571 |
||||
Total liabilities and shareholders' equity |
478,032 |
377,956 |
361,969 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the nine months ended 30 September 2008
Share capital |
Share premium |
Capital re-demption reserve |
Other reserves |
Retained earnings |
30 Sept 2008 (unaudited) Total |
30 Sept 2007 (unaudited) Total |
31 Dec 2007 (audited) Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Balance at 1 January |
20,329 |
60,662 |
21,065 |
(2,666) |
9,008 |
108,398 |
88,986 |
88,986 |
Profit for the period |
- |
- |
- |
- |
26 |
26 |
7,818 |
19,192 |
Dividends Share based payments |
- - |
- - |
- - |
- 88 |
(5,082) - |
(5,082) 88 |
- 164 |
- 220 |
Balance at end of period |
20,329 |
60,662 |
21,065 |
(2,578) |
3,952 |
103,430 |
96,968 |
108,398 |
CONSOLIDATED CASH FLOW STATEMENT
For the nine months ended 30 September 2008
Note |
Nine months |
Year |
|||||
2008 |
2007 |
2007 |
|||||
(unaudited) |
(unaudited) |
(audited) |
|||||
Restated |
|||||||
£'000 |
£'000 |
£'000 |
|||||
Cash flows from operating activities |
9 |
(9,698) |
(108,571) |
(117,799) |
|||
Interest paid |
(3,052) |
(3,380) |
(4,563) |
||||
Income tax |
- |
- |
133 |
||||
(12,750) |
(111,951) |
(122,229) |
|||||
Cash flows from investing activities |
|||||||
Interest received |
4,345 |
4,230 |
7,926 |
||||
Purchase of property and equipment |
(56) |
(190) |
(373) |
||||
4,289 |
4,040 |
7,553 |
|||||
Cash flows from financing activities |
|||||||
Dividends paid |
(5,082) |
- |
- |
||||
Net increase (decrease) in cash and cash equivalents |
(13,543) |
(107,911) |
(114,676) |
||||
Cash and cash equivalents at 1 January |
26,978 |
141,654 |
141,654 |
||||
Cash and cash equivalents at end of period |
5 |
13,435 |
33,743 |
26,978 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. BASIS OF PREPARATION OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS
These interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended 31 December 2007 as set out on pages 41 to 79 of the 2007 Report and Accounts.
These interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) and in accordance with International Accounting Standards (IAS) 34 Interim Financial Reporting. The policies utilised are also consistent with those set out on pages 46 to 49 of the Company's consolidated financial statements for the year ended 31 December 2007, except for the reclassification of profit on exchange noted below.
Cash and cash equivalents at 30 September 2007 have been restated consistent with their presentation in the 2007 Report and Accounts to include in financial investments certain syndicate overnight sweep cash accounts where the custodian and manager had invested aggregate underlying deposits in longer term investments.
The Company has reclassified the profit on exchange arising from the revaluation of claims denominated in foreign currencies from operating expenses to net claims incurred representing a more appropriate presentation of this movement.
Status of the interim financial statements
The interim financial statements have been reviewed by the Company's auditors PricewaterhouseCoopers LLP. These interim financial statements do not constitute accounts as defined in section 240 of the Companies Act 1985 ("the Act").
The results for the year ended 31 December 2007 are based on the Company's statutory accounts which received an unqualified audit opinion from the Company's auditors, and did not contain a statement under section 237(2) or (3) of the Act. The Company's Report and Accounts for the year ended 31 December 2007 have been filed with the Registrar of Companies.
2. FOREIGN EXCHANGE RISK MANAGEMENT
The principal exchange rates used in translating foreign currency assets, liabilities, income and expenditure in the preparation of these financial statements were:
30 September 2008 |
30 September 2007 |
31 December 2007 |
|||||||||
Period |
Period |
Period |
Period |
Period |
Period |
||||||
average |
end |
average |
end |
average |
end |
||||||
rate |
rate |
rate |
rate |
rate |
rate |
||||||
US dollar |
1.95 |
1.78 |
1.99 |
2.04 |
2.00 |
1.99 |
|||||
Euro |
1.28 |
1.27 |
1.48 |
1.43 |
1.46 |
1.36 |
|||||
Canadian dollar |
1.98 |
1.90 |
2.20 |
2.02 |
2.15 |
1.96 |
The Company had foreign exchange gains and losses which were recorded in the consolidated Income Statement as follows:
Nine months 2008 |
Nine months 2007 |
Year 2007 |
|||
£'000 |
£'000 |
£'000 |
|||
Underwriting - net claims incurred |
7,864 |
672 |
937 |
||
Corporate activities |
(4,731) |
(62) |
(69) |
||
Net gain |
3,133 |
610 |
868 |
The Company's policy is that it is not in the business of taking or speculating on foreign currency risk. Its objective is to match each major currency position (US$, £, CDN$ and Euro), including its share of the underlying assets and liabilities of its managed syndicates. Monthly, the Company reviews its consolidated foreign currency balance sheet, prepared in its principal currencies, including its share of the assets and liabilities of its managed syndicates. Action is taken to reduce or mitigate foreign currency mismatches through the purchase or sale of the appropriate currencies.
At 30 September 2008, the Company's asset and liability positions in its major foreign currencies were as follows:
30 September 2008 (unaudited) |
||||
US$m |
£m |
CDN$m |
€m |
|
Total assets |
524.4 |
162.7 |
25.1 |
11.8 |
Total liabilities |
(540.2) |
(56.5) |
(18.9) |
(12.7) |
Net assets (net liabilities) |
(15.8) |
106.2 |
6.2 |
(0.9) |
31 December 2007 (audited) |
||||
US$m |
£m |
CDN$m |
€m |
|
Total assets |
402.8 |
141.4 |
18.5 |
12.4 |
Total liabilities |
(384.9) |
(45.1) |
(13.2) |
(13.0) |
Net assets (net liabilities) |
17.9 |
96.3 |
5.3 |
(0.6) |
The Company has designated US$58.3 million of its long term debt as a hedge of its net investment in Advent Re at 30 September 2008 (31 December 2007: US$ 49.4 million). 3. OPERATING RESULTS
Nine months |
Nine months |
Year |
|||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
£'000 |
£'000 |
£'000 |
|||
Underwriting profit |
|||||
Syndicate 780 - Non-Marine |
|||||
Underwriting Year of Account |
|||||
2008 - open |
(7,873) |
- |
- |
||
2007 - open |
2,144 |
3,069 |
12,652 |
||
2006 - open |
1,720 |
3,341 |
2,281 |
||
2005 and prior closed |
- |
1,669 |
(258) |
||
Total Syndicate 780 |
(4,009) |
8,079 |
14,675 |
||
Syndicate 2 - Marine |
|||||
Underwriting Year of Account |
|||||
2002 - run-off |
570 |
(154) |
91 |
||
2001 - run-off |
(898) |
1,663 |
1,370 |
||
Total Syndicate 2 |
(328) |
1,509 |
1,461 |
||
Advent Re |
5,486 |
(488) |
4,944 |
||
Company level reinsurance |
- |
- |
(168) |
||
Underwriting profit |
1,149 |
9,100 |
20,912 |
||
Managing Agency |
|||||
Agency fees |
35 |
207 |
237 |
||
Recharges to Syndicates |
338 |
181 |
246 |
||
373 |
388 |
483 |
|||
Other |
|||||
Investment result |
8,771 |
9,725 |
13,141 |
||
Interest expense |
(3,031) |
(3,354) |
(4,558) |
||
Corporate costs |
(3,375) |
(2,922) |
(4,748) |
||
Fairfax offer - related costs |
(1,013) |
- |
- |
||
Corporate foreign exchange (loss) |
(4,731) |
(62) |
(69) |
||
Profit (loss) before tax |
(1,857) |
12,875 |
25,161 |
4. INSURANCE RISK MANAGEMENT
Insurance segment results
The underwriting results of Advent Re are included in the Non-Marine Reinsurance segment. Acquisition costs consisting of direct brokerage commissions, are allocated to each segment on a direct basis while operating costs, including underwriting costs, are allocated based on gross premiums written.
For catastrophe exposed business, including multiple peril coverage, the Company recognises premiums as earned based on the underlying exposure to catastrophe. As a result, a greater proportion of premium income on catastrophe exposed business is earned in the second half of the year when the company is exposed to greater risk of hurricane related losses.
The reinsurance to close (RITC) premium and claims are included in the Non Marine Reinsurance segment and are valued at the RITC transaction date of 1 January 2008. Subsequent movements in premiums and claims from the RITC are reflected in the segments to which they relate in claims incurred and reinsurance recoveries on the income statement.
Non-Marine |
Property |
||||||||
Re-insurance |
Insurance |
Marine |
Syndicate 2 |
Total |
|||||
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
Nine months 2008 (unaudited) |
|||||||||
Gross premiums written |
130,563 |
28,692 |
23,334 |
494 |
183,083 |
||||
Net premiums written |
107,869 |
23,732 |
19,244 |
575 |
151,420 |
||||
Net premiums earned |
86,892 |
21,709 |
12,941 |
575 |
122,117 |
||||
Net claims incurred |
(71,270) |
(18,560) |
(7,287) |
(466) |
(97,583) |
||||
Acquisition costs |
(7,431) |
(6,093) |
(3,379) |
(74) |
(16,977) |
||||
Operating expenses |
(3,746) |
(1,268) |
(1,031) |
(363) |
(6,408) |
||||
Underwriting profit (loss) |
4,445 |
(4,212) |
1,244 |
(328) |
1,149 |
||||
Combined ratio |
94.9% |
119.4% |
90.4% |
156.9% |
99.1% |
Non-Marine |
Property |
||||||||
Re-insurance |
Insurance |
Marine |
Syndicate 2 |
Total |
|||||
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
Nine months 2007 (unaudited, restated) |
|||||||||
Gross premiums written |
73,236 |
24,249 |
17,703 |
364 |
115,552 |
||||
Net premiums written |
58,773 |
20,465 |
15,532 |
526 |
95,296 |
||||
Net premiums earned |
41,657 |
18,243 |
9,515 |
526 |
69,941 |
||||
Net claims incurred |
(27,765) |
(9,282) |
(5,907) |
1,405 |
(41,549) |
||||
Acquisition costs |
(6,369) |
(5,598) |
(2,056) |
(55) |
(14,078) |
||||
Operating expenses |
(3,082) |
(1,020) |
(745) |
(367) |
(5,214) |
||||
Underwriting profit (loss) |
4,441 |
2,343 |
807 |
1,509 |
9,100 |
||||
Combined ratio |
89.3% |
87.2% |
91.5% |
(186.9)% |
87.0% |
Non-Marine |
Property |
||||||||
Re-insurance |
Insurance |
Marine |
Syndicate 2 |
Total |
|||||
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
Year 2007 (audited, restated) |
|||||||||
Gross premiums written |
75,966 |
31,723 |
18,691 |
532 |
126,912 |
||||
Net premiums written |
61,292 |
27,785 |
16,461 |
661 |
106,199 |
||||
Net premiums earned |
57,862 |
24,358 |
13,103 |
661 |
95,984 |
||||
Net claims incurred |
(28,189) |
(14,308) |
(6,385) |
1,030 |
(47,496) |
||||
Profit on exchange |
456 |
191 |
112 |
178 |
937 |
||||
Acquisition costs |
(8,495) |
(7,431) |
(2,915) |
(80) |
(18,921) |
||||
Underwriting expenses |
(4,899) |
(2,046) |
(1,204) |
(506) |
(8,655) |
||||
Underwriting profit |
16,279 |
573 |
2,599 |
1,461 |
20,912 |
||||
Combined ratio |
71.9% |
97.6% |
80.2% |
(120.9%) |
78.2% |
Provision for claims
(a) Net incurred claims |
Nine months |
Nine months |
Year |
||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
Restated |
Restated |
||||
£'000 |
£'000 |
£'000 |
|||
Claims incurred |
|||||
- Gross paid claims |
59,120 |
59,699 |
75,354 |
||
- Change in provision for claims |
14,854 |
(24,562) |
(34,233) |
||
- Profit on exchange |
(7,864) |
(672) |
(937) |
||
66,110 |
34,465 |
40,184 |
|||
Reinsurance Recoveries |
|||||
- Received |
(2,752) |
(13,010) |
(14,013) |
||
- Change in provision |
(21) |
13,937 |
14,627 |
||
(2,773) |
927 |
614 |
|||
Reinsurance to close claims (net) |
34,246 |
6,157 |
6,698 |
||
Net incurred claims |
97,583 |
41,549 |
47,496 |
||
(b) Outstanding claims and unearned premiums |
Unearned |
Claims |
Total |
||
Premiums |
outstanding |
||||
£'000 |
£'000 |
£'000 |
|||
Gross |
|||||
At 1 January 2008 (audited) |
31,136 |
163,764 |
194,900 |
||
Exchange adjustments |
20,104 |
20,104 |
|||
Movement in provisions |
|||||
- current year |
39,348 |
75,574 |
114,922 |
||
- reinsurance to close claims |
38,561 |
38,561 |
|||
- prior year |
(1,600) |
(1,600) |
|||
- paid claims |
(59,120) |
(59,120) |
|||
At 30 September 2008 (unaudited) |
70,484 |
237,283 |
307,767 |
||
Reinsurance amount |
|||||
At 1 January 2008 (audited) |
1,058 |
18,176 |
19,234 |
||
Exchange adjustments |
2,109 |
2,109 |
|||
Movement in provisions |
|||||
- current year |
10,045 |
2,752 |
12,797 |
||
- reinsurance to close claims recoveries |
4,316 |
4,316 |
|||
- prior year |
21 |
21 |
|||
- paid recoveries |
(7,068) |
(7,068) |
|||
At 30 September 2008 (unaudited) |
11,103 |
20,306 |
31,409 |
||
Net |
|||||
At 30 September 2008 (unaudited) |
59,381 |
216,977 |
276,358 |
||
At 31 December 2007 (audited) |
30,078 |
145,588 |
175,666 |
||
At 30 September 2007 (unaudited) |
45,220 |
151,028 |
196,248 |
For the nine months ended 30 September 2008, improvement in prior years' claims, net of reinsurance recoveries and reinstatement premiums, amounted to £2.0 million (2007: improvement of £2.3 million).
The net outstanding claims are further analysed between notified outstanding claims and incurred but not reported claims (IBNR) below:
30 Sept |
30 Sept |
31 December |
|||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
£'000 |
£'000 |
£'000 |
|||
Notified outstanding claims |
133,826 |
104,313 |
101,901 |
||
Claims incurred but not reported |
83,151 |
46,715 |
43,687 |
||
Claims outstanding |
216,977 |
151,028 |
145,588 |
The breakdown of the gross and net outstanding claims by category of claims is set out below.
30 September 2008 (unaudited) |
30 September 2007 (unaudited) |
31 December 2007 (audited) |
|||||||||
Gross |
Net |
Gross |
Net |
Gross |
Net |
||||||
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||||||
Large catastrophe provisions |
59,194 |
47,511 |
39,136 |
32,099 |
33,970 |
27,735 |
|||||
All other short tail provisions |
95,434 |
94,580 |
60,794 |
57,716 |
60,221 |
57,017 |
|||||
Long-tail provisions (casualty) |
37,944 |
37,944 |
24,615 |
24,615 |
24,640 |
24,640 |
|||||
Syndicate 2 provisions |
44,711 |
36,942 |
45,534 |
36,598 |
44,933 |
36,196 |
|||||
Total |
237,283 |
216,977 |
170,079 |
151,028 |
163,764 |
145,588 |
Large catastrophe provisions include Hurricanes Gustav and Ike (2008 Hurricanes) and the 2004 and 2005 Hurricanes.
Reinsurance recoverable
At 30 September 2008, the Company's reinsurance recoverable on outstanding claims amounted to £20.3 million, an increase of £2.1 million since 31 December 2007, with reinsurers with the following risk ratings by AM Best (or equivalent S&P rating in the absence of an AM Best rating):
Risk Rating |
Reinsurance recoverable |
|||
£'000 |
% |
|||
A+ |
8,124 |
40.0 |
||
Lloyd's |
2,958 |
14.6 |
||
A |
4,042 |
19.9 |
||
A- |
1,970 |
9.7 |
||
Trust fund backed |
1,569 |
7.7 |
||
BBB or below and Non rated |
1,643 |
8.1 |
||
Total |
20,306 |
100.0 |
Included in debtors arising from insurance and reinsurance operations are the following reinsurer balances.
Syndicate 780 |
Syndicate 2 |
Total |
||||||
£'000 |
£'000 |
£'000 |
||||||
Fully performing |
247 |
471 |
718 |
|||||
Past due |
2 |
379 |
381 |
|||||
Impaired |
4,805 |
7,851 |
12,656 |
|||||
Provision for uncollectible reinsurance |
(3,545) |
(4,677) |
(8,222) |
|||||
Net |
1,509 |
4,024 |
5,533 |
5. FINANCIAL RISK MANAGEMENT
NET INVESTMENT INCOME |
Nine months |
Nine months |
Year |
||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
£'000 |
£'000 |
£'000 |
|||
Investment Income |
|||||
Interest |
8,660 |
9,176 |
12,515 |
||
Gain on sale of investments |
331 |
314 |
325 |
||
Unrealised gains on investments |
979 |
462 |
772 |
||
9,970 |
9,952 |
13,612 |
|||
Investment expenses and charges |
|||||
Investment management expenses |
(140) |
(62) |
(114) |
||
Loss on sale of investments |
(559) |
(56) |
(350) |
||
Unrealised losses on investments |
(500) |
(109) |
(7) |
||
(1,199) |
(227) |
(471) |
|||
Net investment income |
8,771 |
9,725 |
13,141 |
||
FINANCIAL INVESTMENTS |
30 September 2008 |
30 September 2007 |
31 December 2007 |
||
(unaudited) |
(unaudited) |
(audited) |
|||
£'000 |
£'000 |
£'000 |
|||
Carrying Value |
|||||
Debt securities and other fixed income securities |
|||||
- Government and government guaranteed |
308,309 |
201,910 |
219,654 |
||
- Holdings in collective investment schemes |
4,225 |
16,223 |
16,118 |
||
- Syndicate overseas deposits |
5,039 |
3,426 |
4,054 |
||
317,573 |
221,559 |
239,826 |
|||
Purchase Price |
|||||
Debt securities and other fixed income securities |
|||||
- Government and government guaranteed |
306,891 |
201,213 |
218,821 |
||
- Holdings in collective investment schemes |
4,225 |
16,223 |
16,118 |
||
- Syndicates' overseas deposits |
5,039 |
3,426 |
4,054 |
||
316,155 |
220,862 |
238,993 |
All debt securities and other fixed income securities are listed on recognised stock exchanges. All financial investments are classified as fair value through income including short term fixed maturity securities.
The syndicates' overseas deposits (Joint Asset Trust Funds (JATF)) are managed by Lloyd's. The Company does not have the authority to ensure that its investment policies are complied with. Lloyd's has advised the Company that it has invested the JATF in:
Company's share £'000 |
|||
US Government securities |
2,788 |
||
Corporate bonds rated AAA |
1,465 |
||
AA |
475 |
||
A |
183 |
||
Asset backed securities (ABS) |
114 |
||
Cash |
14 |
||
5,039 |
Other than the above investments, over which the Company does not exercise investment authority, the Company only invests in short term government and government guaranteed securities. It does not invest in derivatives, MBS, ABS, equities or corporate bonds given current market conditions.
At 30 September 2008, Syndicate investments of £58.3 million (31 December 2007: £44.8 million) were held in US Situs and other regulatory deposits available for the payment of claims in those jurisdictions and which are not available for the payment of other claims and obligations.
At 30 September 2008, Advent Re had pledged cash and investments of £31.7 million (31 December 2007: £23.0 million) as security for policy limits of contracts written.
CASH AND CASH EQUIVALENTS |
30 September |
30 September |
31 December |
||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
£'000 |
£'000 |
£'000 |
|||
Corporate cash at bank |
4,264 |
22,577 |
10,760 |
||
Corporate funds held by Lloyd's |
93 |
424 |
628 |
||
Advent Re cash at bank |
4,249 |
2,330 |
2,147 |
||
Syndicates' cash at bank |
4,521 |
2,568 |
5,448 |
||
Syndicates' deposits with credit institutions |
308 |
5,844 |
7,995 |
||
Total cash and cash equivalents |
13,435 |
33,743 |
26,978 |
||
Cash at bank was held with Royal Bank of Scotland and Barclays Bank. These banks are rated AA- and AA respectively by Standard & Poor's (S&P). The Barclays rating was given a "negative watch" by S&P on 17 September 2008.
6. CAPITAL MANAGEMENT
SHARE CAPITAL |
Authorised |
Allotted, Called-Up and Fully Paid |
|||||||||
30 September |
30 September |
31 December |
30 September |
30 September |
31 December |
||||||
2008 |
2007 |
2007 |
2008 |
2007 |
2007 |
||||||
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||||||
Ordinary shares of 5p each (£000) |
- |
50,000 |
50,000 |
- |
20,329 |
20,329 |
|||||
Ordinary shares of 50p each (£000) |
50,000 |
- |
- |
20,329 |
- |
- |
|||||
Number of shares ('000s) |
100,000 |
1,000,000 |
1,000,000 |
40,657 |
406,570 |
406,570 |
On 23 June 2008, the Company's ordinary shares of 5p each were consolidated on a ratio of 1 new ordinary share of 50p each for 10 old ordinary shares of 5p each approved by shareholders at the Annual General Meeting. Outstanding shares, as options and per share amounts have been retroactively restated to present the comparative information on a consistent basis.
EARNINGS PER ORDINARY SHARE |
Nine Months |
Nine months |
Year |
||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
Restated |
Restated |
||||
Profit after tax for the period (£'000) |
26 |
7,818 |
19,192 |
||
Weighted average number of shares in issue ('000s) |
40,657 |
40,657 |
40,657 |
||
Basic and diluted earnings per share |
0.1p |
19.2p |
47.2p |
Outstanding debt |
Issue date |
Due date |
Callable (by the Company) after |
Interest rate |
Interest rate (30 Sept 2008) |
30 Sept 2008 £'000 |
30 Sept 2007 £'000 |
31 Dec 2007 £'000 |
Subordinated Notes |
||||||||
US$34 million |
3/6/2005 |
3/6/2035 |
3/6/2010 |
3 month LIBOR + 3.90% |
6.68% |
18,515 |
16,140 |
16,546 |
€12 million |
3/6/2005 |
3/6/2035 |
3/6/2010 |
3 month EURIBOR + 3.85% |
8.80% |
9,137 |
8,121 |
8,539 |
27,652 |
24,261 |
25,085 |
||||||
Senior Notes |
||||||||
US$26 million |
16/1/2006 |
15/1/2026 |
16/1/2011 |
3 month LIBOR + 4.50% |
7.28% |
14,045 |
12,227 |
12,540 |
US$20 million |
15/12/2006 |
15/12/2026 |
15/12/2011 |
3 month LIBOR + 4.15% |
6.93% |
10,877 |
9,482 |
9,722 |
24,922 |
21,709 |
22,262 |
||||||
Total Loan Notes at amortised cost and fair value |
52,574 |
45,970 |
47,347 |
|||||
Weighted average interest rate, period end |
8.37% |
9.25% |
8.80% |
The Loan Notes have no financial covenants other than the payment of interest and principal on maturity. In the case of the Subordinated Notes, interest can be deferred for up to 5 years without creating an event of default. The Notes can be called at the sole option of the Company five years after the date of issue and are non-callable by the holders.
The Subordinated Notes rank on a winding-up of the Company in priority to distributions on all classes of share capital and rank pari passu with each other but are subordinated in right of payment to the claims of all unsubordinated creditors of the Company (including, where applicable, all policyholders of the Syndicate).
The Senior Notes rank on a winding-up of the Company in priority to distributions on all classes of share capital and subordinated loan notes, and rank pari passu with each other but are subordinated in right of payment to the claims of all unsubordinated creditors of the Company (including, where applicable, all policyholders of the Syndicate).
The Subordinated Notes and Senior Notes are listed on the Channel Islands Stock Exchange.
The Company also has a US$50 million Barclays bank facility at Syndicate level, maturing on 30 April 2009. The facility, if utilised, would be secured by eligible premiums receivable and amounts due from reinsurers and would be used to fund gross loss payments or US Situs fund deposits until such time as the receivable amounts are collected from insureds or reinsurers.
LONG TERM INCENTIVE PLANS
During the first nine months of 2008, 67,500 options were cancelled under the 2005 grants at 350p per share and 75,000 options were cancelled under the 2006 grant at 200p per share.
On 29 September 2008, the Share Incentive Plan was implemented with the initial purchase of 44,184 shares on the open market for £85,000 cash.
On 30 September 2008, the Company issued 740,985 options to purchase ordinary shares of 50p each at an exercise price of 190p per share. The options vest on 30 September 2011 and are exercisable until 30 September 2018.
On 30 September 2008, the Company made grants under its Long Term Incentive Plan of 1,383,303 nil cost options to buy ordinary shares of 50p each. The shares vest as to 30% of the initial grant if the Company's average return on equity exceeds 15% for the three year period from 2008 to 2010 rising to 100% if the average return on equity during the three year period reaches 20% or over.
FUNDS AT LLOYD'S (FAL)
The Funds held by Lloyd's represent monies deposited with the Corporation of Lloyd's (Lloyd's) to support the Company's underwriting activities. These Funds are subject to a Lloyd's deposit trust deed which gives Lloyd's the right to apply these monies in settlement of any claims arising from the Company's underwriting at Lloyd's.
In addition to the Company's FAL of £91.6 million at 30 September 2008, a major shareholder, Fairfax Financial Holdings Limited (Fairfax), has deposited FAL of £16.3 million at 30 September 2008 (£56.6 million at 31 December 2007) to support the Company's underwriting for the 2001 to 2005 underwriting years pursuant to a Funding Agreement dated 16 November 2000. With the closure of Syndicate 780's 2005 year of account, £41.7 million of Fairfax's FAL was released on 16 July 2008 leaving £16.3 million to support Syndicate 2's open years of account. Any underwriting profits arising from the business supported by the Fairfax FAL are receivable by the Company which is also responsible for the payment of any losses arising.
The FAL and the overseas deposits are not available for use by the Company for ordinary cash flow purposes.
In June 2008, the Company paid its share of the loss on Syndicate 780's 2005 year of account 2008 £29.1 million (at distribution rates of exchange) which was settled from existing FAL funds (£15.2 million), profit distributions on the 2006 and 2007 years of accounts (£12.6 million) and holding company cash of £1.3 million.
7. INCOME TAXES
30 September |
30 September |
31 December |
|||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
£'000 |
£'000 |
£'000 |
|||
Analysis of charge in period |
|||||
UK corporation tax on profit for the period |
- |
- |
- |
||
Adjustment in respect of prior periods |
- |
- |
(20) |
||
Deferred tax |
(1,883) |
5,057 |
5,989 |
||
Total taxation |
(1,883) |
5,057 |
5,969 |
8. INTANGIBLE FIXED ASSETS
Goodwill on Acquisition |
Purchased Capacity - finite life |
Purchased Capacity - indefinite life |
Total |
||||
£'000 |
£'000 |
£'000 |
£'000 |
||||
Fair Value |
|||||||
At 30 September 2008 (unaudited) |
4,148 |
39 |
2,695 |
6,882 |
|||
At 31 December 2007 (audited) |
4,148 |
367 |
2,695 |
7,210 |
|||
At 30 September 2007 (unaudited) |
4,148 |
714 |
2,695 |
7,557 |
The consideration paid to third party capital providers of £1.2 million on 30 June 2008 is a finite life asset and accordingly, is amortised to expenses as the gross premium income is earned on the 2007 year of account to which the payment relates.
9. RECONCILIATION OF PROFIT BEFORE TAX TO NET CASH
INFLOW (OUTFLOW) FROM OPERATING ACTIVITIES
Nine Months |
Nine Months |
Year |
|||
2008 |
2007 |
2007 |
|||
(unaudited) |
(unaudited) |
(audited) |
|||
Restated |
|||||
£'000 |
£'000 |
£'000 |
|||
Profit (loss) before tax |
(1,857) |
12,875 |
25,161 |
||
Movement in: |
|||||
- insurance and reinsurance receivables |
(51,212) |
(8,003) |
15,801 |
||
- other receivables |
32 |
2,677 |
3,738 |
||
- insurance and reinsurance payables |
118,376 |
7,727 |
(22,879) |
||
- trade and other payables |
(2,560) |
(2,846) |
(1,014) |
||
Interest expense |
3,031 |
3,354 |
4,558 |
||
Investment result |
(3,659) |
(4,081) |
(6,489) |
||
Unrealised investment gains |
480 |
436 |
765 |
||
Net purchase of investments |
(78,227) |
(120,265) |
(138,861) |
||
Depreciation |
255 |
701 |
284 |
||
Amortisation of debt issue costs |
18 |
16 |
22 |
||
Amortisation of capacity |
328 |
- |
852 |
||
Amortisation of share option costs |
88 |
166 |
220 |
||
Foreign exchange movements on financing |
5,209 |
(1,328) |
43 |
||
(9,698) |
(108,571) |
(117,799) |
Related Shares:
ADV.L