28 Apr 2009 07:00
W
Advent Capital (Holdings) PLC
("Advent" or the "Company")
Advent, the specialist Lloyd's insurer, today reports its results for the three months ended 31 March 2009.
Key highlights
Profit after tax of £1.3 million (2008: loss £4.0 million).
Pre-tax profit of £1.9 million (2008: loss £5.5 million).
Underwriting profit of £2.2 million and combined ratio of 98% (2008: 111%). The combined ratio, excluding RITC, was 93%.
Gross premiums written, excluding the reinsurance to close premiums (RITC), increased by 40.8% to £87.3 million (2008: £62.0 million) partially reflecting the US dollar which strengthened by 28% over 2008.
Syndicate 780's revised 2009 business plan approved by Lloyd's including quota share reinsurance agreement with an A rated subsidiary of Fairfax Financial Holdings Limited of 40% of Syndicate 780's property reinsurance lines of business.
Our long term debt which matures in 2026 and 2035 is not subject to refinancing risk.
Market conditions and pricing continue to improve, particularly in the reinsurance account.
Financial summary
Three months (unaudited) | |||||
2009 | 2008 | Year 2008 | Year 2007 | Year 2006 | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Gross premiums written | 158,574 | 96,275 | 209,637 | 126,912 | 115,356 |
Net premiums written | 105,398 | 74,592 | 168,659 | 106,199 | 88,201 |
Net premiums earned | 88,496 | 56,033 | 157,262 | 95,984 | 81,694 |
Underwriting profit (loss) | 2,176 | (6,358) | (24,164) | 20,912 | 21,064 |
Profit (loss) before tax | 1,886 | (5,524) | (14,351) | 25,161 | 22,853 |
Profit (loss) after tax | 1,270 | (3,984) | (8,945) | 19,192 | 16,011 |
Return on equity | 1.3% | (3.7%) | (8.5%) | 21.6% | 25.1% |
| Three months (unaudited) | ||||
| 2009 | 2008 Restated | Year 2008 | Year 2007 Restated | Year 2006 Restated |
Per share amounts | |||||
Earnings (loss) basic and diluted | 3.1p | (9.8p) | (22.0)p | 47.2p | 43.3p |
Dividend | - | - | 12.5p | - | - |
Net assets | 236p | 257p | 233p | 267p | 219p |
Net tangible assets | 219p | 240p | 216p | 249p | 199p |
Operating ratios | |||||
Claims ratio | 88% (1) | 100% | 93% | 50% | 53% |
Expense ratio | 10% (1) | 11% (2) | 22% | 29% | 30% |
Combined ratio
| 98% (1) | 111% (2) | 115% | 79% | 83% |
Net notified loss ratio | 5% | 10% | 86% | 32% | 17% |
(by year of account) |
(1) claims ratio of 64%, expense ratio of 29% and a combined ratio of 93% excluding the impact of reinsurance to close (RITC) premium
(2) expense ratio of 30% and combined ratio of 130% excluding the impact of RITC premium
Advent Capital (Holdings) PLC | ||
Keith Thompson Chief Operating Officer | 020 7743 8200 | |
| ||
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 | ||
Damian Beeley | 020 7337 1508 | |
Zoe Pocock | 020 7337 1532 |
Financial Review
For the three months ended 31 March 2009, the Company's profit before tax was £1.9 million compared with a loss before tax of £5.5 million for the first quarter of 2008. The Company's earnings per share were 3.1p for the first quarter of 2009 compared with a loss per share of 9.8p in 2008.
The results for the first quarter of 2009 reflect the generally benign claims environment compared with the first quarter of 2008 when the Company recorded single risk property losses, net of reinsurance recoveries and reinstatement premiums, of £7.0 million in excess of business plan losses.
The underwriting profit of £2.2 million for the first quarter of 2009 includes:
Underwriting loss of £0.2 million on the 2009 year of account from attritional catastrophe losses in the U.S. regional catastrophe book and Australian fires, in excess of business plan losses.
Underwriting profit of £3.0 million on the 2008 year of account after the negative effect of £3 million resulting from the translation of US denominated premiums into sterling at the 2008 average exchange rate of £1.85/£ while incurred losses have been translated at £1.43/£ for the first quarter of 2009 (2008 Foreign Exchange Effect). Premiums denominated in US dollars were translated into sterling at the 2008 average exchange rate of $1.85/£ while incurred losses were translated into sterling at the average exchange rate of $1.43/£ for the first quarter of 2009 of resulting in a negative effect on underwriting contribution of £3.0 million.
Underwriting loss of £0.2 million on the 2007 and prior years of account is primarily due to operating expenses.
Prior years' reserves proved stable during the first quarter of 2009 with adverse development, net of reinsurance recoveries and reinstatement premiums, of £0.6 million (2008: £0.2 million).
For the three months ended 31 March 2009, the Company had an underwriting profit of £2.2 million and combined ratio of 97.5% compared with an underwriting loss of £6.4 million and combined ratio of 111.4% in 2008. Excluding the RITC premiums from the closure of Syndicate 2's 2002 and prior years of account of £55.1 million and Syndicate 780's 2006 year of account of £4.1 million (2008: £34.2 million from Syndicate 780's 2005 year of account), the combined ratio for the first quarter of 2009 was 92.6% on net earned premium of £29.3 million (2008: 129.1% on net earned premium of £21.9 million).
Underwriting Review
For the three months ended 31 March 2009, gross premiums written, excluding the RITC premiums, increased by 40.8% to £87.3 million from £62.0 million in 2008, primarily reflecting the impact of the US dollar which strengthened by 28% to an average rate of $1.43/£ for the first quarter of 2009 from $1.98/£ for the first quarter of 2008 and increased business written of £14 million.
Similarly, excluding the RITC premium, net premiums written increased by 14.5% to £46.2 million from £40.3 million in 2008, and net premiums earned increased by 33.9% to £29.3 million from £21.9 million in 2008. Net premiums written and earned for the first quarter of 2009 reflect ceded premiums of £14.3 million and £3.6 million respectively under the quota share reinsurance agreement with an AM Best A rated subsidiary of Fairfax Financial Holdings Limited in respect of 40% of the property reinsurance lines of business for Syndicate 780's 2009 underwriting year of account (Fairfax Quota Share).
Insurance Segment Review
31 March 2009 | |||||
Non-Marine Reinsurance | Property Insurance | Marine | Syn 3330 | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 |
Gross premiums written | 79,847 | 9,365 | 2,181 | 67,181 | 158,574 |
Net premiums written | 43,000 | 5,340 | 1,939 | 55,119 | 105,398 |
Net premiums earned | 21,446 | 7,019 | 4,912 | 55,119 | 88,496 |
Net claims incurred | (16,592) | (6,354) | 285 | (55,126) | (77,787) |
Acquisition costs | (2,705) | (1,960) | (1,178) | - | (5,843) |
Operating costs | (1,043) | (1,136) | (265) | (246) | (2,690) |
Underwriting profit (loss) | 1,106 | (2,431) | 3,754 | (253) | 2,176 |
Claims ratio | 77.4% | 90.5% | (5.8%) | 100.0% | 87.9% |
Acquisition costs | 12.6% | 27.9% | 24.0% | - | 6.6% |
Operating costs | 4.9% | 16.2% | 5.4% | 0.5% | 3.0% |
Expense ratio | 17.5% | 44.1% | 29.4% | 0.5% | 9.6% |
Combined ratio | 94.9% | 136.6% | 23.6% | 100.5% | 97.5% |
Adjusted combined ratio excluding effect of RITC premium | 93.6% | 136.6% | 23.6% | - | 92.6% |
31 March 2008 | |||||
Non-Marine Reinsurance | Property Insurance | Marine | Syn 2 | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Gross premiums written | 86,190 | 5,467 | 4,603 | 15 | 96,275 |
Net premiums written | 70,147 | 3,053 | 1,338 | 54 | 74,592 |
Net premiums earned | 47,302 | 4,914 | 3,763 | 54 | 56,033 |
Net claims incurred | (46,373) | (8,271) | (1,662) | 289 | (56,017) |
Acquisition costs | (1,981) | (1,301) | (1,016) | (2) | (4,300) |
Operating costs | (1,765) | (107) | (90) | (112) | (2,074) |
Underwriting profit (loss) | (2,817) | (4,765) | 995 | 229 | (6,358) |
Claims ratio | 98.0% | 168.3% | 44.2% | (535.2%) | 100.0% |
Acquisition costs | 4.2% | 26.5% | 27.0% | 3.7% | 7.7% |
Operating costs | 3.7% | 2.2% | 2.4% | 207.4% | 3.7% |
Expense ratio | 7.9% | 28.7% | 29.4% | 211.1% | 11.4% |
Combined ratio | 105.9% | 197.0% | 73.6% | (324.1%) | 111.4% |
Adjusted combined ratio excluding effect of RITC premium | 121.5% | 197.0% | 73.6% | (324.1%) | 129.1% |
Non-Marine Reinsurance
For the three months ended 31 March 2009, the Non-Marine Reinsurance account had an underwriting profit of £1.1 million and combined ratio of 94.9% reflecting the generally benign claims environment. In the first quarter of 2009, the 2008 Foreign Exchange Effect reduced the underwriting profit by £1.1 million and increased the combined ratio by 4.6%. This compares with an underwriting loss of £2.8 million and combined ratio of 105.9% in 2008 which was negatively impacted by single risk property losses, net of reinsurance recoveries and reinstatement premiums, of £4.3 million. Excluding the RITC premium, the combined ratio was 93.6% for the first quarter of 2009 (2008: 121.5%).
Advent Re
For the three months ended 31 March 2009, Advent Re had an underwriting loss of £0.2 million, with two remaining 2008 contracts expiring on 31 May 2009. Advent Re has agreed to enter a quota share reinsurance agreement with the Advent corporate member in respect of Syndicate 780's 2009 year of account. In April 2009, Advent Re wrote premiums, net of brokerage, with third party clients of $1.7 million.
Property Insurance
For the three months ended 31 March 2009, the Property Insurance account had an underwriting loss of £2.3 million and combined ratio of 136.6% reflecting prior years' premium reductions of £1.0 million and an increase in the frequency and severity of attritional claims from the Binder accounts, consistent with market trends. In the first quarter of 2009, the 2008 Foreign Exchange Effect reduced the underwriting profit by £0.5 million and increased the combined ratio by 13.6%. This compares with an underwriting loss of £4.8 million and combined ratio of 197.0% in 2008 which was negatively impacted by single risk property losses of £2.7 million, reductions in ultimate premium estimates and overall deterioration on the 2006 and 2007 years of account.
Marine
For the three months ended 31 March 2009, the Marine account had an underwriting profit of £3.8 million and a combined ratio of 23.6%, reflecting better than expected attritional loss experience on the physical damage and Operators extra expense accounts for the 2007 and 2008 years of account, partially offset by a small increase in the 2008 Hurricane losses. In the first quarter of 2009, the 2008 Foreign Exchange Effect reduced the underwriting profit by £1.2 million and increased the combined ratio by 0.8%. This compares with an underwriting profit of £1.0 million and combined ratio of 73.6% in 2008.
Syndicate 3330 (formerly Syndicate 2)
Syndicate 3330 had an underwriting loss of £0.3 million for the three months ended 31 March 2009 principally due to operating expenses in excess of investment income. Syndicate 2 had an underwriting profit of £0.1 million in 2008.
Syndicate 780 - Net notified loss ratio at three months (excluding IBNR)
Year of account | 1994 | 1995 | 1996 | 1997 | 1998 | 1999 | 2000 | 2001 |
% net notified | 10.7% | 0.3% | 1.9% | 1.5% | 7.6% | 5.4% | 0.8% | 0.4% |
Year of account | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 |
% net notified | 0.1% | 0.3% | 3.9% | 5.5% | 0.1% | 6.5% | 10.1% | 5.0% |
The 2009 net notified loss ratio of 5.0% principally reflects winter storm losses in the US regional catastrophe book and Australian fires in the worldwide catastrophe book. The 2008 net notified loss ratio included net notified single risk property losses arising in the first quarter.
Catastrophe Exposure
At 31 March 2009, 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. The RDS exposures do not include the aggregate exposures (net of notified losses) on the Gulf of Mexico wind-exposed account of US$92.1 million at 1 April 2009 which will run off by 98% by 1 July 2009.
Industry | 31 March 2009 | 31 March 2009 | 1 January 2009 | 1 January 2009 | |
Loss | Gross loss | Net loss | Gross loss | Net loss | |
Catastrophe Event | US$bn | £m | £m | £m | £m |
Gulf of Mexico Windstorm | $113 | 85.7 | 27.3 | 90.0 | 39.8 |
USA North East Windstorm | $78 | 83.0 | 27.1 | 87.9 | 40.6 |
Los Angeles Earthquake | $78 | 73.4 | 30.3 | 73.6 | 42.7 |
European Windstorm | $31 | 56.9 | 19.1 | 60.7 | 31.3 |
Japan Earthquake | $51 | 53.0 | 18.5 | 49.2 | 27.1 |
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 £20.7 million or 21.6% of shareholders' equity (1 January 2009: £30.4 million and 32.2% respectively). The decrease results from a combination of the Fairfax Quota Share, exposure management and the run-off of Advent Re policies.
Expenses
For the three months ended 31 March 2009, the underwriting expense ratio (excluding acquisition costs and foreign exchange gains) as a percentage of net earned premiums, (excluding RITC), was 9.2%, compared with 10.1% in 2008, reflecting the increase in net premiums earned.
Investment Return
For the three months ended 31 March 2009, the investment return decreased to £1.2 million (2008: £3.2 million), reflecting the lower interest rates in the United States and the United Kingdom, and the reversal of unrealised gains at 31 December 2008, partially offset by an increase in the Company's cash and investments of £48.3 million since 31 December 2008, principally from the closure of Syndicate 2 into Syndicate 3330.
The duration of the Syndicates' US dollar investment portfolio is approximately 0.9 years. It is wholly invested in government or government guaranteed securities, with an overall return on US bonds of 0.16% for the first three months of 2009 (annualised return of 0.64%). 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 been 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. The investment return for the first quarter of 2009 was 0.02% (annualised return of 0.08%).
Our investment mix as at 31 March 2009 is shown below.
|
|
| 31 March 2009 | 31 December 2008 |
Syndicates | Corporate | Total | Total | |
Investment mix | £'000 | £'000 | £'000 | £'000 |
| ||||
Government debt securities | 255,467 | 137,535 | 393,002 | 349,850 |
Cash and cash equivalents | 10,980 | 5,412 | 16,392 | 15,538 |
Overseas deposits and money market funds | 11,484 | - | 11,484 | 7,195 |
Total | 277,931 | 142,947 | 420,878 | 372,583 |
The increase in cash and investments to £420.9 million at 31 March 2009 from £372.6 million at 31 December 2008 principally reflects the increase in the Company's share of Syndicate 2's assets as they have been reinsured into Syndicate 3330, which is wholly owned by the Company.
Capital Management
| | 31 March 2009 | | 31 December 2008 |
| | £’000 | | £’000 |
| | | | |
Long term debt - subordinated - senior | | 33,754 31,002 | | 34,162 30,852 |
| | | | |
| | 64,756 | | 65,014 |
Shareholders’ equity | | 95,937 | | 94,536 |
| | | | |
Debt to equity ratio | | 67% | | 69% |
| | | | |
Debt to total capital ratio | | 40% | | 41% |
| | | | |
Interest coverage | | 3 x | | (2 x) |
For the three months ended 31 March 2009, the average weighted interest rate on the Company's debt was 5.35%, down from 7.18% for the first quarter of 2008. The interest rate on the Company's US dollar debt is the weighted average of 4.16% above 3 month US dollar LIBOR and resets quarterly.
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 £33.8 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 £33.8 million in 2026 and £31.0 million in 2035. The debt is callable only at the Company's option after five years from date of issue.
2009 Business Plan Update
Following the strengthening in the US Dollar against sterling in the second half of 2008, Lloyd's requested that all managing agents review their 2009 business plans and capital requirements in the first quarter of 2009. The Company completed its review of Syndicate 780's revised 2009 Business Plan which Lloyd's has now approved.
Syndicate 780's revised 2009 business plan has forecast gross premium income, net of brokerage, of £145.0 million (at the Lloyd's approved exchange rate of US$1.50/£) compared to the original 2009 Business Plan, approved by Lloyd's in November 2008, which had forecast gross premium income, net of brokerage, of £124.8 million (at the Lloyd's Premium Income Monitoring exchange rate of US$1.99/£).
As part of its revised 2009 business plan, Syndicate 780 entered the Fairfax Quota Share in respect of 40% of the property reinsurance lines of business for the 2009 underwriting year of account. The property reinsurance lines represent 60% of the forecast gross premium income of Syndicate 780. The Fairfax Quota Share is subject to a management fee charged as a percentage of the premium ceded and a profit commission on the ultimate underwriting result, both of which are at normal commercial terms. The Fairfax Quota Share also benefits from Syndicate 780's reinsurance programme and bears its share of the ceded reinsurance cost.
The forecast gross premium income, net of brokerage, for the original 2009 business plan and the revised 2009 business plan, before and after the Fairfax Quota Share, are set out below, with all figures shown before management fee overrider and profit commission.
| Original plan | Revised plan before quota share | Revised plan after quota share |
Exchange rate | US$1.99 / £ | US$1.50 / £ | US$1.50 / £ |
| | | |
Reinsurance | | | |
Treaty | 53.6 | 65.8 | 39.5 |
Assumed | 14.9 | 21.1 | 12.7 |
Marine | 2.3 | 3.3 | 3.3 |
Aviation | 1.2 | 1.3 | 1.3 |
Casualty and other | 8.2 | 7.8 | 7.8 |
| 80.2 | 99.3 | 64.6 |
| | | |
Insurance | | | |
Property | 31.5 | 37.3 | 37.3 |
Energy | 9.1 | 5.0 | 5.0 |
Cargo and other | 1.0 | 1.2 | 1.2 |
Personal Accident | 3.0 | 2.2 | 2.2 |
| 44.6 | 45.7 | 45.7 |
| | | |
Total | £124.8 | £145.0 | £110.3 |
The Syndicate has written gross premiums, net of brokerage, for the 2009 year of account (at Lloyd's Premium Income Monitoring rates of exchange of $1.50/£), of £98.0 million, before the Fairfax Quota Share.
Gross premiums written for the Reinsurance account were ahead of plan by £4.0 million reflecting the better than expected rating environment in for 2009. USA Catastrophe rates were up by 5% to 10% on regional programmes, with some Nationwide programmes seeing rate increases of 10% to 20%, depending upon loss activity. Worldwide catastrophe rates have increased between 2.5% and 5%. Risk excess and assumed classes have both seen rates increases of up to 10%.
Premiums written for the Property Insurance account are below plan by £0.75 million reflecting competitive market conditions in the insurance market. Property Insurance terms and conditions remain firm with the rating environment showing initial signs of firming. Rate increases of up to 5% are currently being achieved with further rate increases expected as the year progresses.
Premiums written for the Marine account were £0.2 million, with most of the business written in the second quarter. The energy market is currently in a state of uncertainty following the losses from Hurricanes Gustav and Ike. Although little business is written during the first quarter, international business rates are up by 10% to 20% with tighter wordings on coverage. During the second quarter, we expect terms, conditions and rates to continue to harden.
Advent Re
Advent Re is considering plans for 2009 given the changes in the reinsurance market and its decision to write a quota share reinsurance agreement with Advent's corporate member in respect of Syndicate 780's 2009 year of account.
Outlook
Syndicate 780's revised 2009 business plan reflects the support of our major shareholder and allows us to maintain our presence in our core lines of business in increasingly attractive market conditions. We believe that market conditions should continue to improve during 2009 as reinsurers and insurers alike seek to achieve better underwriting returns given low investment returns and reduced capacity.
Our 2009 business plan for Syndicate 780 builds 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.
Our experienced management and underwriting team is well prepared to take advantage of these improving market conditions while maintaining our focus on underwriting profitability.
Brian F Caudle
Chairman
27 April 2009
CONSOLIDATED INCOME STATEMENT
For the three months ended 31 March 2009
| Note | | Three months | | Year | ||
| | | 2009 | | 2008 | | 2008 |
| | | (unaudited) | | (unaudited) | | (audited) |
| | | £’000 | | £’000 | | £’000 |
Income | | | | | | | |
Gross premiums earned | 4 | | 38,911 | | 26,609 | | 159,145 |
Reinsurance to close premium | | | 59,190 | | 34,246 | | 34,246 |
Reinsurance premium ceded | 4 | | (9,605) | | (4,822) | | (36,129) |
Net premiums earned | 4 | | 88,496 | | 56,033 | | 157,262 |
Investment income | 5 | | 1,152 | | 3,154 | | 15,127 |
Other operating income | | | 119 | | 126 | | 502 |
Total Income | | | 89,767 | | 59,313 | | 172,891 |
| | | | | | | |
Expenses | | | | | | | |
Claims incurred | 4 | | (22,586) | | (23,394) | | (141,534) |
Reinsurance to close claims | 4 | | (59,190) | | (34,246) | | (34,246) |
Reinsurance recoveries | 4 | | 3,989 | | 1,623 | | 29,371 |
Acquisition costs | | | (5,843) | | (4,300) | | (25,570) |
Underwriting expenses | | | (2,690) | | (2,074) | | (9,447) |
Profit (loss) on exchange | | | 569 | | (326) | | 3,808 |
Corporate costs | | | (1,102) | | (1,031) | | (5,366) |
Total Expenses | | | (86,853) | | (63,748) | | (182,984) |
| | | | | | | |
Operating Result | | | 2,914 | | (4,435) | | (10,093) |
Interest on debt | | | (1,028) | | (1,089) | | (4,258) |
Profit (loss) before tax | | | 1,886 | | (5,524) | | (14,351) |
Tax | 7 | | (616) | | 1,540 | | 5,406 |
Profit (loss) for the period attributable to ordinary shareholders | | | 1,270 | | (3,984) | | (8,945) |
| | | | | | | |
| | | | | | | |
Earnings per ordinary share | | | Restated | | | ||
- Basic and diluted | 6 | | 3.1p | | (9.8p) | | (22.0p) |
| | | | | | | |
The notes form an integral part of these financial statements.
CONSOLIDATED BALANCE SHEET
At 31 March 2009
Note | 31 March | 31 December | |||||
2009(unaudited) | 2008(unaudited) | 2008(audited) | |||||
£'000 | £'000 | £'000 | |||||
Assets | |||||||
Cash and cash equivalents | 5 | 16,392 | 36,647 | 12,136 | |||
Financial investments at fair value | 5 | 404,486 | 251,499 | 360,447 | |||
Other receivables | 6,903 | 18,561 | 4,855 | ||||
Insurance and reinsurance assets | |||||||
- Reinsurers' share of outstanding claims | 4 | 63,870 | 22,262 | 55,081 | |||
- Reinsurers' share of unearned premiums | 4 | 33,099 | 17,918 | 1,592 | |||
- Debtors arising from insurance and reinsurance operations | 118,524 | 71,295 | 69,898 | ||||
- Deferred acquisition costs | 15,136 | 11,402 | 10,150 | ||||
Deferred tax asset | 20,455 | 17,205 | 21,071 | ||||
Property and equipment | 404 | 567 | 472 | ||||
Intangible assets | 8 | 6,843 | 7,046 | 6,843 | |||
Total assets | 686,112 | 454,402 | 542,545 | ||||
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 | (2,370) | (2,650) | (2,501) | ||||
Retained earnings (deficit) | (3,749) | 5,024 | (5,019) | ||||
Total shareholders' equity | 95,937 | 104,430 | 94,536 | ||||
Liabilities | |||||||
Insurance and reinsurance liabilities | |||||||
- Outstanding claims | 4 | 379,574 | 208,051 | 314,444 | |||
- Unearned premiums | 4 | 91,477 | 66,559 | 43,067 | |||
- Creditors arising out of insurance and reinsurance operations | 47,547 | 22,374 | 19,881 | ||||
Trade and other payables | 6,821 | 4,884 | 5,603 | ||||
Long term debt | 6 | 64,756 | 48,104 | 65,014 | |||
Total liabilities | 590,175 | 349,972 | 448,009 | ||||
Total liabilities and shareholders' equity | 686,112 | 454,402 | 542,545 |
The notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the three months ended 31 March 2009
Share capital | Share premium | Capital re-demption reserve | Other reserves | Retained earnings | 31 March 2009 (unaudited) Total | 31 March 2008 (unaudited) Total | 31 Dec 2008 (audited) Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1 January | 20,329 | 60,662 | 21,065 | (2,501) | (5,019) | 94,536 | 108,398 | 108,398 |
Profit (loss) for the period | - | - | - | - | 1,270 | 1,270 | (3,984) | (8,945) |
Dividends Share based payments | - - | - - | - - | - 131 | - - | - 131 | - 16 | (5,082) 165 |
Balance at end of period | 20,329 | 60,662 | 21,065 | (2,370) | (3,749) | 95,937 | 104,430 | 94,536 |
The notes form an integral part of these financial statements.
CONSOLIDATED CASH FLOW STATEMENT
For the three months ended 31 March 2009
Note | Three months | Year | |||||
2009 (unaudited) | 2008 (unaudited) Restated | 2008 (audited) | |||||
£'000 | £'000 | £'000 | |||||
Cash flows from operating activities | 9 | 5,132 | 9,210 | (12,871) | |||
Interest paid | (1,090) | (1,134) | (4,245) | ||||
4,042 | 8,076 | (17,116) | |||||
Cash flows from investing activities | |||||||
Interest received | 226 | 1,576 | 4,990 | ||||
Purchase of property and equipment | (25) | (11) | (163) | ||||
201 | 1,565 | 4,827 | |||||
Cash flows from financing activities | |||||||
Dividends paid | - | - | (5,082) | ||||
- | - | (5,082) | |||||
Net increase (decrease) in cash and cash equivalents | 4,243 | 9,641 | (17,371) | ||||
Exchange movements on opening cash and cash equivalents | 13 | 28 | 2,529 | ||||
Cash and cash equivalents at 1 January | 12,136 | 26,978 | 26,978 | ||||
Cash and cash equivalents at end of period | 5 | 16,392 | 36,647 | 12,136 |
The notes form an integral part of these financial statements.
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 2008 as set out on pages 38 to 71 of the 2008 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 42 to 44 of the Company's consolidated financial statements for the year ended 31 December 2008.
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 435 of the Companies Act 2006.
The results for the year ended 31 December 2008 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 Companies Act 1985. The Company's Report and Accounts for the year ended 31 December 2008 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:
31 March 2009 | 31 March 2008 | 31 December 2008 | |||||||||
Period average rate | Period end rate | Period average rate | Period end rate | Period average rate | Period end rate | ||||||
US dollar | 1.43 | 1.43 | 1.98 | 1.99 | 1.85 | 1.44 | |||||
Euro | 1.10 | 1.08 | 1.32 | 1.25 | 1.26 | 1.03 | |||||
Canadian dollar | 1.79 | 1.80 | 1.99 | 2.04 | 1.96 | 1.77 |
The Company had foreign exchange gains and losses in respect of underwriting and corporate activities as follows:
| Three months 2009 | | Three months 2008 | | Year 2008 |
| £’000 | | £’000 | | £’000 |
Underwriting | 885 | | (80) | | 15,811 |
Corporate | (316) | | (246) | | (12,003) |
Net gain (loss) | 569 | | (326) | | 3,808 |
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 31 March 2009, the Company's asset and liability positions in its major foreign currencies were as follows:
| 31 March 2009 (unaudited) | |||
| US$m | £m | CDN$m | €m |
| | | | |
Total assets | 684.8 | 187.3 | 31.8 | 12.7 |
Total liabilities | (686.5) | (82.8) | (26.9) | (20.3) |
Net assets (net liabilities) | (1.7) | 104.5 | 4.9 | (7.6) |
| 31 December 2008 (audited) | |||
| US$m | £m | CDN$m | €m |
| | | | |
Total assets | 541.3 | 143.3 | 25.1 | 12.1 |
Total liabilities | (538.4) | (54.2) | (18.2) | (19.4) |
Net assets (net liabilities) | 2.9 | 89.1 | 6.9 | (7.3) |
The Company has designated US$54.6 million of its long term debt as a hedge of its net investment in Advent Re at 31 March 2009 (31 December 2008: US$ 54.8 million).
3. OPERATING RESULTS
Three months 2009 | Three months 2008 | Year 2008 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Underwriting profit | |||||
Syndicate 780 - Non-Marine | |||||
Underwriting Year of Account | |||||
2009 - open | (177) | - | - | ||
2008 - open | 3,020 | (2,422) | (30,492) | ||
2007 and prior - open | (176) | (1,772) | 1,922 | ||
2006 and prior closed | (2,512) | 3,016 | |||
Total Syndicate 780 | 2,667 | (6,706) | (25,554) | ||
Syndicate 3330 (Formerly Syndicate 2) | (253) | 229 | (1,118) | ||
Advent Re | (238) | 119 | 2,508 | ||
Underwriting profit (loss) | 2,176 | (6,358) | (24,164) | ||
Managing Agency | |||||
Agency fees | 5 | 12 | 46 | ||
Recharges to Syndicates | 114 | 114 | 456 | ||
119 | 126 | 502 | |||
Other | |||||
Investment result | 1,152 | 3,154 | 15,127 | ||
Interest expense | (1,028) | (1,089) | (4,258) | ||
Corporate costs | (1,102) | (1,031) | (4,353) | ||
Fairfax offer - related costs | - | - | (1,013) | ||
Profit (loss) on exchange | 569 | (326) | 3,808 | ||
Profit (loss) before tax | 1,886 | (5,524) | (14,351) |
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 for Syndicate 780 and Syndicate 3330 for Syndicate 2 and are valued at the RITC transaction date of 1 January 2009. 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. Syndicate 2's 2002 and prior years of account were closed into Syndicate 3330, a syndicate wholly supported by the Company and managed by Cavells, effective 1 January 2009.
Non-Marine | Property | ||||||||
Reinsurance | Insurance | Marine | Syndicate 3330 | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||
Three months 2009 (unaudited) | |||||||||
Gross premiums written | 79,847 | 9,365 | 2,181 | 67,181 | 158,574 | ||||
Net premiums written | 43,000 | 5,340 | 1,939 | 55,119 | 105,398 | ||||
Net premiums earned | 21,446 | 7,019 | 4,912 | 55,119 | 88,496 | ||||
Net claims incurred | (16,592) | (6,354) | 285 | (55,126) | (77,787) | ||||
Acquisition costs | (2,705) | (1,960) | (1,178) | - | (5,843) | ||||
Operating expenses | (1,043) | (1,136) | (265) | (246) | (2,690) | ||||
Underwriting profit (loss) | 1,106 | (2,431) | 3,754 | (253) | 2,176 | ||||
Combined ratio | 94.8% | 134.6% | 23.6% | 100.5% | 97.5% |
Non-Marine | Property | ||||||||
Reinsurance | Insurance | Marine | Syndicate 2 | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||
Three months 2008 (unaudited, restated) | |||||||||
Gross premiums written | 86,190 | 5,467 | 4,603 | 15 | 96,275 | ||||
Net premiums written | 70,147 | 3,053 | 1,338 | 54 | 74,592 | ||||
Net premiums earned | 47,302 | 4,914 | 3,763 | 54 | 56,033 | ||||
Net claims incurred | (46,373) | (8,271) | (1,662) | 289 | (56,017) | ||||
Acquisition costs | (1,981) | (1,301) | (1,016) | (2) | (4,300) | ||||
Operating expenses | (1,765) | (107) | (90) | (112) | (2,074) | ||||
Underwriting profit (loss) | (2,817) | (4,765) | 995 | 229 | (6,358) | ||||
Combined ratio | 105.9% | 197.0% | 73.6% | (324.1%) | 111.4% |
Non-Marine | Property | ||||||||
Reinsurance | Insurance | Marine | Syndicate 2 | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||
Year 2008 (audited, restated) | |||||||||
Gross premiums written | 142,136 | 39,.473 | 27,435 | 593 | 209,637 | ||||
Net premiums written | 113,562 | 34,403 | 19,920 | 774 | 168,659 | ||||
Net premiums earned | 109,326 | 30,744 | 16,418 | 774 | 157,262 | ||||
Net claims incurred | (90,428) | (25,089) | (29,636) | (1,256) | (146,409) | ||||
Acquisition costs | (11,209) | (8,871) | (5,401) | (89) | (25,570) | ||||
Underwriting expenses | (5,237) | (2,161) | (1,502) | (547) | (9,447) | ||||
Underwriting profit | 2,452 | (5,377) | (20,121) | (1,118) | (24,164) | ||||
Combined ratio | 97.8% | 117.4% | 222.5% | 244.5% | 115.4% |
Provision for claims
(a) Net incurred claims | Three months 2009 | Three months 2008 | Year 2008 | ||
(unaudited) | (unaudited) Restated | (audited) | |||
£'000 | £'000 | £'000 | |||
Claims incurred | |||||
- Gross paid claims | 29,605 | 17,483 | 100,881 | ||
- Change in provision for claims | (7,019) | 5,911 | 40,653 | ||
22,586 | 23,394 | 141,534 | |||
Reinsurance Recoveries | |||||
- Received | (7,546) | (1,852) | (10,390) | ||
- Change in provision | 3,556 | 229 | (18,981) | ||
(3,990) | (1,623) | (29,371) | |||
Reinsurance to close claims (net) | 59,190 | 34,246 | 34,246 | ||
Net incurred claims | 77,787 | 56,017 | 146,409 | ||
(b) Outstanding claims and unearned premiums | Unearned | Claims | Total | ||
Premiums | outstanding | ||||
£'000 | £'000 | £'000 | |||
Gross | |||||
At 1 January 2009 (audited) | 43,067 | 314,444 | 357,511 | ||
Exchange adjustments | 896 | 896 | |||
Movement in provisions | |||||
- current year | 48,410 | 20,448 | 68,858 | ||
- reinsurance to close claims | 71,253 | 71,253 | |||
- prior year | 2,139 | 2,139 | |||
- paid claims | (29,606) | (29,606) | |||
At 31 March 2009 (unaudited) | 91,477 | 379,574 | 471,051 | ||
Reinsurance amount | |||||
At 1 January 2009 (audited) | 1,592 | 55,081 | 56,673 | ||
Exchange adjustments | 283 | 283 | |||
Movement in provisions | |||||
- current year | 31,507 | 3,313 | 34,820 | ||
- reinsurance to close claims recoveries | 12,063 | 12,063 | |||
- prior year | 676 | 676 | |||
- paid recoveries | (7,546) | (7,546) | |||
At 31 March 2009 (unaudited) | 33,099 | 63,870 | 96,969 | ||
Net | |||||
At 31 March 2009 (unaudited) | 58,378 | 315,704 | 374,082 | ||
At 31 December 2008 (audited) | 41,475 | 259,363 | 300,838 | ||
At 31 March 2008 (unaudited) | 48,641 | 185,789 | 234,430 |
For the three months ended 31 March 2009, adverse development in prior years' claims, net of reinsurance recoveries and reinstatement premiums, amounted to £0.6 million (2008: adverse development of £0.2 million).
The net outstanding claims are further analysed between notified outstanding claims and incurred but not reported claims (IBNR) below:
31 March | 31 March | 31 December | |||
2009 | 2008 | 2008 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Notified outstanding claims | 222,680 | 125,149 | 177,750 | ||
Claims incurred but not reported | 93,024 | 60,640 | 81,613 | ||
Claims outstanding | 315,704 | 185,789 | 259,363 |
The breakdown of the gross and net outstanding claims by category of claims is set out below.
31 March 2009 (unaudited) | 31 March 2008 (unaudited) | 31 December 2008 (audited) | |||||||||
Gross | Net | Gross | Net | Gross | Net | ||||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||||
Large catastrophe provisions | 101,705 | 63,313 | 43,287 | 31,331 | 135,686 | 90,397 | |||||
All other short tail provisions | 115,977 | 112,542 | 86,018 | 84,010 | 86,735 | 86,531 | |||||
Long-tail provisions (casualty) | 41,300 | 41,300 | 34,844 | 34,843 | 37,168 | 37,168 | |||||
Syndicate 3330 provisions | 120,592 | 98,549 | 43,902 | 35,605 | 54,855 | 45,267 | |||||
Total | 379,574 | 315,704 | 208,051 | 185,789 | 314,444 | 259,363 |
Large catastrophe provisions include Hurricanes Gustav and Ike (2008 Hurricanes) and the 2004 and 2005 Hurricanes.
Reinsurance recoverable
At 31 March 2009, the Company's reinsurance recoverable on outstanding claims amounted to £63.9 million, an increase of £8.8 million since 31 December 2008, resulting from the closure of Syndicate 2 into Syndicate 3330,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+ | 26,182 | 41.0 | ||
Lloyd's | 9,636 | 15.1 | ||
A | 16,096 | 25.2 | ||
A- | 3,595 | 5.6 | ||
Trust fund backed | 6,054 | 9.5 | ||
BBB or below and Non rated | 2,307 | 3.6 | ||
Total | 63,870 | 100.0 |
Included in the "A" Rated reinsurance recoverable balance above is a total of £3.3 million due from an affiliate in respect of the Fairfax Quota Share.
Included in debtors arising from insurance and reinsurance operations are the following reinsurer balances.
Syndicate 780 | Syndicate 3330 | Total | ||||||
£'000 | £'000 | £'000 | ||||||
Fully performing | 5,102 | 1,042 | 6,144 | |||||
Past due | 2 | 890 | 892 | |||||
Impaired | 5,918 | 19,402 | 25,320 | |||||
Provision for uncollectible reinsurance | (4,374) | (13,621) | (17,995) | |||||
Net | 6,648 | 7,713 | 14,361 |
5. FINANCIAL RISK MANAGEMENT
NET INVESTMENT INCOME | Three months 2009 | Three months 2008 | Year 2008 | ||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Investment Income | |||||
Interest | 3,365 | 2,909 | 12,362 | ||
Gain on sale of investments | 117 | 130 | 1,848 | ||
Unrealised gains on investments | 30 | 253 | 2,556 | ||
3,512 | 3,292 | 16,766 | |||
Investment expenses and charges | |||||
Investment management expenses | (86) | (56) | (236) | ||
Loss on sale of investments | (683) | (22) | (1,220) | ||
Unrealised losses on investments | (1,591) | (60) | (183) | ||
(2,360) | (138) | (1,639) | |||
Net investment income | 1,152 | 3,154 | 15,127 | ||
FINANCIAL INVESTMENTS | 31 March 2009 | 31 March 2008 | 31 December 2008 | ||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Carrying Value | |||||
Debt securities and other fixed income securities | |||||
- Government and government guaranteed | 393,003 | 243,470 | 349,850 | ||
- Holdings in collective investment schemes | 2,792 | 3,605 | 3,402 | ||
- Syndicate overseas deposits | 8,691 | 4,424 | 7,195 | ||
404,486 | 251,499 | 360,447 | |||
Purchase Price | |||||
Debt securities and other fixed income securities | |||||
- Government and government guaranteed | 393,624 | 242,783 | 345,796 | ||
- Holdings in collective investment schemes | 2,792 | 3,605 | 3,402 | ||
- Syndicates' overseas deposits | 8,691 | 4,424 | 7,195 | ||
405,107 | 250,812 | 356,393 |
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 | 5,993 | ||
Corporate bonds rated AAA | 1,289 | ||
AA | 878 | ||
A | 479 | ||
Asset backed securities (ABS) | 5 | ||
Cash | 47 | ||
8,691 |
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 31 March 2009, Syndicate investments of £99.8 million (31 December 2008: £80.9 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 31 March 2009, Advent Re had pledged cash and investments of £25.3 million (31 December 2008: £39.5 million) as security for policy limits of contracts written.
CASH AND CASH EQUIVALENTS | 31 March | | 31 March | | 31 December |
| 2009 | | 2008 | | 2008 |
| (unaudited) | | (unaudited) | | (audited) |
| £’000 | | £’000 | | £’000 |
| | | | | |
Corporate cash at bank | 4,250 | | 12,146 | | 1,834 |
Corporate funds held by Lloyd’s | 272 | | 659 | | 4,484 |
Advent Re cash at bank | 890 | | 7,271 | | 5,247 |
Syndicates’ cash at bank | 10,558 | | 1,505 | | 372 |
Syndicates’ deposits with credit institutions | 422 | | 15,066 | | 199 |
Total cash and cash equivalents | 16,392 | | 36,647 | | 12,136 |
| | | | | |
Cash at bank was held with Royal Bank of Scotland and Barclays Bank. These banks are rated A+ and AA- respectively by Standard & Poor's (S&P).
6. CAPITAL MANAGEMENT
SHARE CAPITAL | Authorised | Allotted, Called-Up and Fully Paid | |||||||||
31 March | 31 March | 31 December | 31 March | 31 March | 31 December | ||||||
2009 | 2008 | 2008 | 2009 | 2008 | 2008 | ||||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||||
Ordinary shares of 5p each (£000) | - | 50,000 | - | - | 20,329 | - | |||||
Ordinary shares of 50p each (£000) | 50,000 | - | 50,000 | 20,329 | - | 20,329 | |||||
Number of shares ('000s) | 100,000 | 1,000,000 | 1,000,000 | 40,657 | 406,570 | 40,657 |
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, options and per share amounts have been retroactively restated to present the comparative information on a consistent basis.
EARNINGS PER ORDINARY SHARE | Three Months 2009 | Three months 2009 | Year 2008 | ||
(unaudited) | (unaudited) Restated | (audited) | |||
Profit (loss) after tax for the period (£'000) | 1,270 | (3,984) | (8,945) | ||
Weighted average number of shares in issue ('000s) | 40,657 | 40,657 | 40,657 | ||
Basic and diluted earnings (loss) per share | 3.1p | (9.8p) | (22.0p) |
Outstanding debt | Issue date | Due date | Callable (by the Company) after | Interest rate | Interest rate (31 March 2009) | 31 March 2009 £'000 | 31 March 2008 £'000 | 31 Dec 2008 £'000 |
Subordinated Notes | ||||||||
US$34 million | 3/6/2005 | 3/6/2035 | 3/6/2010 | 3 month LIBOR + 3.90% | 5.09% | 22,992 | 16,556 | 22,894 |
€12 million | 3/6/2005 | 3/6/2035 | 3/6/2010 | 3 month EURIBOR + 3.85% | 5.36% | 10,762 | 9,282 | 11,268 |
33,754 | 25,838 | 34,162 | ||||||
Senior Notes | ||||||||
US$26 million | 16/1/2006 | 15/1/2026 | 16/1/2011 | 3 month LIBOR + 4.50% | 5.69% | 17,485 | 12,543 | 17,400 |
US$20 million | 15/12/2006 | 15/12/2026 | 15/12/2011 | 3 month LIBOR + 4.15% | 5.34% | 13,517 | 9,723 | 13,452 |
31,002 | 22,266 | 30,852 | ||||||
Total Loan Notes at amortised cost and fair value | 64,756 | 48,104 | 65,014 | |||||
Weighted average interest rate, period end | 5.35% | 7.18% | 5.78% |
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.
LONG TERM INCENTIVE PLANS
On 20 March 2009, the Company issued 1,516,171 options to purchase ordinary shares of 50p each at an exercise price of 147p per share. The options vest on 20 March 2012 and are exercisable until 20 March 2019.
On 20 March 2009, the Company made grants under its Long Term Incentive Plan of 1,818,576 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 10% for the three year period from 2009 to 2011 rising to 100% if the average return on equity during the three year period reaches 15% or over more.
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 £103.7 million at 31 March 2009, a major shareholder, Fairfax Financial Holdings Limited (Fairfax), has deposited FAL of £25.0 million at 31 March 2009 (£21.4 million at 31 December 2008) to support the Company's underwriting for the 2001 to 2005 underwriting years pursuant to a Funding Agreement dated 16 November 2000 and pursuant to a Deed of Variation, to support Syndicate 3330. With the closure of Syndicate 2, it is anticipated that the majority of this FAL will be released by Lloyd's in the second quarter of 2009. All Fairfax FAL is repayable by the end of 2009 whether it is released by Lloyd's or not.
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. On 26 March 2009, the Company deposited additional FAL of £9.0 million to partially fund Syndicate 780's incurred loss with a further £9.7 million to be deposited by 30 June 2009.
7. INCOME TAXES
31 March 2009 | 31 March 2008 | 31 December 2008 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Analysis of charge in period | |||||
UK corporation tax on profit for the period | - | - | - | ||
Deferred tax | 616 | (1,540) | (5,406) | ||
Total taxation | 616 | (1,540) | (5,406) |
8. INTANGIBLE FIXED ASSETS
Goodwill on Acquisition | Purchased Capacity - finite life | Purchased Capacity - indefinite life | Total | ||||
£'000 | £'000 | £'000 | £'000 | ||||
Fair Value | |||||||
At 31 March 2009 (unaudited) | 4,148 | - | 2,695 | 6,843 | |||
At 31 December 2008 (audited) | 4,148 | - | 2,695 | 6,843 | |||
At 31 March 2008 (unaudited) | 4,148 | 203 | 2,695 | 7,046 |
The consideration paid to third party capital providers of £1.2 million on 30 June 2008 was considered to be a finite life asset and accordingly, the cost has been amortised to expenses as the gross premium income was 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
| Three months | | Three months | | Year |
| 2009 | | 2008 | | 2008 |
| (unaudited) | | (unaudited) | | (audited) |
| | | Restated | | |
| £’000 | | £’000 | | £’000 |
| | | | | |
Profit (loss) before tax | 1,886 | | (5,524) | | (14,351) |
Movement in: | | | | | |
- insurance and reinsurance receivables | (93,907) | | (55,582) | | (69,429) |
- other receivables | (1,396) | | (14,402) | | (699) |
- insurance and reinsurance payables | 141,206 | | 95,642 | | 176,050 |
- trade and other payables | 1,280 | | 38 | | 700 |
Interest expense | 1,028 | | 1,089 | | 4,258 |
Investment result | (881) | | (1,382) | | (4,792) |
Unrealised investment gains | (1,604) | | 193 | | 2,374 |
Net purchase of investments | (42,435) | | (11,866) | | (122,995) |
Depreciation | 94 | | 95 | | 342 |
Amortisation of debt issue costs | 8 | | 6 | | 26 |
Amortisation of capacity | - | | 164 | | 369 |
Amortisation of share option costs | 131 | | 16 | | 165 |
Exchange movements on opening cash and cash equivalents | (13) | | (28) | | (2,529) |
Foreign exchange movements on financing | (265) | | 751 | | 17,640 |
| 5,132 | | 9,210 | | (12,871) |