Interim Results

RNS Number : 9198P
Randall & Quilter Inv Hldgs Ltd
26 August 2014
 



Randall & Quilter Investment Holdings Ltd.

("Randall & Quilter" or the "Group")

 

Interim results for the six months ended 30 June 2014

 

The Board of Randall & Quilter (AIM: RQIH), the specialist non-life insurance investor, service provider and underwriting manager, is pleased to announce its Group interim results for the six months ended 30 June 2014.

 

FINANCIAL HIGHLIGHTS

·      Total Group income of £35.1m (2013: £26.2m)

·      Loss before tax of £0.6m* (2013: profit of £3.0m**)

·      Basic earnings per share of (0.9p) (2013: 4.0p)

·      Cash distribution of 3.4p per share (2013: 3.4p) through proposed R/S share scheme

·      Undiscounted net tangible asset value per share of 109.4p (31 Dec 2013: 116.4p)

*   Prior to exceptional costs of £250k in relation to proposed acquisition of Accredited

** After deduction of minority interest relating to syndicate 3330 of £992k

OPERATIONAL HIGHLIGHTS

 

·      Near doubling of the capacity of Syndicate 1991 to £150m with strong support from all previous capital providers as well as Qatar Re, who joined for the 2014 year of account.

·      Active period for acquisitions including a Bermuda captive, a Black Lung Trust, an Isle of Man insurer, a broker runoff and a retrospective reinsurance.

·      Successful refinancing of the Group's credit facilities with the Royal Bank of Scotland providing a 5 year term with up to £35m of available facilities; current drawn position of £22m. New structure to reflect and support legacy insurance acquisitions and Funds at Lloyd's provision.

 

·      Proposed acquisition of Accredited Surety and Casualty, an A- rated US carrier to support the growth of fee based underwriting management model.

 

·      Receipt of over $8m from creditor positions on the Integrity insurance estate.

 

·      Awarded contract to provide outsourcing support for a prospective new syndicate.

 

·      Further contract wins in credit control, binder management and claims servicing

 


DIVISIONAL PERFORMANCE

·      Insurance Investments Division - a higher operating result of £1.6m* (H1 13: £0.8m**) with higher investment income of 2.0% (H1 13: 1.2%) and a higher contribution from new legacy transactions offsetting a lower profit from the insurance debt purchase activity and weaker syndicate results. Reserve releases from the run-off insurance companies were similar to the prior year.

·      Insurance Services Division - an operating profit of £3.8m (H1 13: £6.3m). A strong performance in the UK operations was offset by a lower result in the US, which did not benefit from the exceptional level of credit write backs it experienced in the prior period.

·      Underwriting Management Division - an operating loss of £0.7m (H1 13: operating profit of £0.1m) primarily due to a reduction of profit commission under the provisions of the s.102 RITC agreement following an increase in legal expense reserves

 

Commenting on the results, Ken Randall, Chairman and Chief Executive Officer said:

 

"We anticipated that 2014 was going to be challenging from a financial perspective, most especially in the first half which is always impacted by the second half income bias in our service businesses, the timing of the actuarial reviews of our run-off portfolios and April bonus payments. Delays in the completion of certain anticipated legacy transactions due to extended regulatory and counterparty processes, together with time and expenses incurred on the Accredited acquisition process also affected the result.

 

Whilst financial performance was weak in the first half, as flagged in the AGM trading update, 2014 has seen many positive developments. We have progressed a number of legacy insurance transactions in the first six months of the year, using our newly enhanced and flexible legacy platforms, and the newly refinanced bank facility provides valuable additional long term investment capacity for our healthy ongoing pipeline.

 

The proposed acquisition of Accredited is an exciting development for us and will bring the Group its first 'A' rated carrier. We anticipate building on Accredited's existing business platform over the medium term with the intention of developing a substantial and sustainable fee based model for the Underwriting Management Division.

 

We are delighted to have been selected as outsourcing provider to assist in the planned launch of a new syndicate supported by third party capital.

 

Losses from our Lloyd's syndicate participations were largely as expected given the well flagged expense drag of Syndicate 1991 during the premium income build up stage. We were not successful in getting an early determination of a life settlement claim in former Syndicate 102 which worsened the result as a significant additional legal expense reserve was required to prepare for a hearing scheduled for 2015.

 

The core UK services businesses performed well during the period and a broker runoff acquisition benefited the result further. The US business suffered from new business delays and from the lack of exceptional credit write backs which had improved the prior year result.

 

The Underwriting Management operations generally performed in line with expectations though the legal expense reserve increase relating to former Syndicate 102 also impacted profit commissions, further lowering the overall result.

 

Whilst growing premium income in s.1991 remains slow, the first half result was in line with expectations.  The legal expense reserve increase in former s.102 had a negative impact on the first half year results, however, legal advice remains positive as regards our prospects for a successful outcome in this matter.

 

New business wins in the UK service business have been pleasing, especially in credit control and broker runoff, and we expect these to have a favourable impact over the coming months. The US service business remains challenging, though the second half should be significantly better. Over the medium term, the considerable efforts expended in launching our new healthcare related initiatives are expected to bring material improvements in financial performance.

 

Investment markets were relatively benign in the first half and our performance was strong relative to our peers despite our much shorter interest rate duration in a period of falling rates when duration benefitted performance. The outlook however looks more challenging with low yields, compressed credit spreads and fully valued equity markets.

 

The faster than expected settlement of US asbestos claims may impact reserve setting at the year-end given a reliance on 'survival ratios'. We have engaged independent actuarial consultants to perform a granular ground up analysis on a number of key accounts. Whilst this initial analysis has yielded favourable results to date, we should caution that some deterioration may materialise, though this would be largely mitigated by the reinsurance coverage.

 

The second half of the year is expected to be considerably stronger, driven by increased service and fee income. As a consequence, we still anticipate that our full year results will meet market expectations, although this is inevitably contingent on completing a number of well progressed legacy transactions before year end.

 

We are pleased to announce a proposed interim return of cash of 3.4p per share payable in October. We remain committed to maintaining total distributions to shareholders of 8.4p per share for 2014 and, as operational progress converts into revenue and profit growth, to resuming growth in annual distributions from 2015 onwards.

 

Our strategy remains firmly rooted in acquiring value enhancing legacy assets, growing our niche service businesses and leveraging our underwriting platforms to secure meaningful fee income. At the same time, we do not expect to increase our underwriting exposure further and  we anticipate our associated capital deployment will naturally reduce from late 2015".

 

 

 

Enquiries:

Company:                                              Randall & Quilter Investment Holdings Ltd.

Tom Booth                                                             Tel: +1 441 247 8330

 

Nominated Advisor                             Numis Securities Limited

& Joint Broker:                                     Stuart Skinner/Robert Bruce

(Nominated Advisor)                                          Tel: 020 7260 1314        

                Charlie Farquhar (Broker)                                 Tel: 020 7260 1233             

 

Joint Broker:                                         Shore Capital Stockbrokers Ltd

Dru Danford                                                         Tel: 020 7408 4090

Stephane Auton                                                    Tel: 020 7408 4090

 

Corporate & Financial PR:                  FTI

Ed Berry/Tom Blackwell                                     Tel: 020 3727 1046

                                                                               

 

The Chairman's Statement, Business Review and Highlights of Accounts are attached.  The full interim results for the six months ended 30 June 2014 will be sent to shareholders shortly and will be available on the Company's website at www.rqih.com.

 

Chairman's Statement and Business Review

For the six months ended 30 June 2014                       

 

Summary of Results






6 months ended

30 June 2014

6 months ended

30 June 2013

Year ended

31 December 2013


£000 

£000 

£000 

Group Results

 




 

Operating (loss)/profit

(345)*

3,321**

10,159**

 





 

(Loss)/Profit on ordinary activities before income taxes

(648)*

3,035**

9,564**

 





 

Profit after tax

734*

2,049**

7,440**

 





 

Earnings Per Share (Basic)

(0.9p)

4.0p

11.9p

 





 

Net Tangible Assets per Share

109.4p

119.0p

116.4p

 

 

 




 





Divisional Performance

 

Insurance Investments Division Operating Profit                                                                                                                                

Operating profit

1,625*

817**

8,673**

 





 

Insurance Services Division Operating Profit

Profit on ordinary activities before income taxes

3,764

6,256

9,839

 





 

Underwriting Management Division Operating (Loss)/Profit

Earnings Per Share (Basic)

(699)

103

(177)

 









 

*Prior to £250k of exceptional expenses related to proposed Accredited acquisition

** After deduction of Minority Interests relating to the 2012 YOA of s.3330 of £996k in the 6 months ended 30 June 2013 and £1,660k in the year ended 31 December 2013

 

Chairman's Statement

 

The Group delivered a pre-tax loss of £(0.6)m* for the half year (2013: pre-tax profit of £3.0m**). The comparable figure for 2013 was stated after deducting the minority interest relating to Syndicate 3330 because of its materiality. Post-tax profit was £0.7m against £2.0m in H1 2013.

 

The results are in line with expectations at the AGM trading update which highlighted the potential impact from delays in the completion of certain legacy transactions. Second half bias in the income of our services businesses, the timing of actuarial reviews and bonus payments made in April tend to make the first half year significantly weaker than the second half. This year, the overall result was further impacted by weak syndicate results, as largely predicted, and costs related to the Accredited transaction.

 

Higher investment returns and an increased contribution from legacy related transactions, despite delays in certain transactions, compensated for weak syndicate results and a lower profit from our insurance debt purchase operations, which nevertheless produced strong cash flow on the receipt of large dividend payments. Insurance company reserve releases were at similar levels to the prior year. The Insurance Investments Division's operating result was higher overall than the prior year result.

 

The Insurance Services Division's performance was weaker due to a poor result in the US, which more than offset a strong performance from the UK operations and the benefit of a broker run-off acquisition. Much of the underperformance in the US was however due to income deferral, some of which should materialise in the remainder of the year. On a relative basis, comparisons with 2013 suffer from an absence of the exceptional levels of credit write backs in that year.

 

The Underwriting Management Division generated a small operating loss, primarily due to a profit commission reversal associated with the expense reserve addition in former Syndicate 102.

 

Corporate overheads were in line with expectations but higher than the prior period which benefited from higher investment income on a larger average free cash balance.

 

The Group's tax credit of £1.4m reflected losses in certain US subsidiaries. Basic earnings per share were (0.9p) (2013: 4.0p).

 

In line with our distribution policy, we are pleased to announce a proposed 3.4p per share return of cash, in line with the prior year (see note 1).

 

Net tangible assets per share of 109.4p were lower than as at 31 December 2013 (116.4p) after the 5.0p final distribution relating to the 2013 financial year and some adverse FX movements affecting the US companies whose surplus is held in dollars.

 

Note 1: Further details of the proposed R/S share scheme will be outlined in a circular to be posted to shareholders during September with payment due in early November 2014 to those shareholders on the record date in October 2014.  

 

Further detail on the operating divisions is provided below.

 

Insurance Investments Division

 

 

Insurance Investments         £000s

 

 

June 2014

 

June 2013

 

Dec 2013

 

Premiums and other income

Investment income2

Net insurance claims released

Operating Expenses

Goodwill on bargain purchase

RQLM movement in Fair Value

 

Net earned premium Syndicates

Syndicate result

 

 

10,9901 

4,663 

(5,049)3

(10,871)5

2,837

625 

 

4,550 

(1,570)

 

415 

2,331 

2,635 

(8,360)

1,763 

2,021 

 

2,516 

124 

 

1,747 

7,826 

3,616 

(17,960)

8,479 

4,410 

 

5,561 

5554

 

 

Total

 

1,625

 

8174 

 

8,673

1Includes a material retrospective RI premium

2Insurance companies only (i.e. excludes Syndicates' investment income of £310k which is included in the Syndicates' operating result)

3Includes net insurance liabilities relating to a retrospective reinsurance

4After deduction of Minority Interests relating to Syndicate 3330 of £996k and £1,660k in H1 and FY 2013 respectively

5 Excluding costs of £250k relating to proposed Accredited acquisition

 

The Insurance Investment Division's performance was better than the prior year period, producing an operating profit of £1.6m5 (2013: £0.8m).

 

Premium income was much increased as a result of a large retrospective reinsurance deal during the period.

 

Total investment income of £4.6m for the insurance companies included external income of £3.4m, which represented a 2.0% return (2013: £2.3m of which £1.2m was external, 1.2%). The improved performance was due to favourable investment markets in both fixed income and equities.

 

Reserve releases from the owned insurance companies of £2.3m (2013: £2.6m) were in line with expectations and the prior year. The H1 2014 releases came primarily from favourable re-evaluations of reserves but also from commutation activity. The most notable releases were in R&Q Cyprus, La Licorne and Capstan, the latter two entities including a number of formerly separate entities such as La Reassurance, R&Q Re Belgium and various consolidated Guernsey captives. There was also a small favourable technical provision movement in R&Q Re (UK), where we have recently agreed a large commutation, much reducing the size of the outstanding book. There was a small deterioration in R&Q Re (US) and though ground up analysis appears to suggest the accounts reviewed are adequately reserved, we may well be affected by deteriorating industry benchmarks and faster claims settlements when entering the year end reserving process. The net impact should however be ameliorated through the strong reinsurance cover.  

 

The debt purchase income ('RQLM' income), which is mostly related to the acquisition and management of claims against insolvent insurance companies, was lower than the prior year period, which benefited from the move to fair value accounting.   We received some large cash dividends on our insurance debt portfolio as anticipated during June and as a result, the carrying value at the period end fell to £10.6m from £16.1m at 31 December 2013. We continue to bid for additional insurance debt and the pipeline for new acquisitions continues to look positive which is likely to lead to an acquisition partnership model to increase our capacity as a bidder.

 

As is customary, we are hopeful that commutation and settlement activity, particularly in our non US portfolios will produce further releases by the year end. The net assets of the Group's owned insurance companies at 30 June 2014 was £110.7m, a small decrease on the 2013 year end value mostly as a result of capital extractions, the weakened dollar and operating expenses. There were further capital extractions from the portfolio in the period, especially the run-off captive programmes, in addition to the aforementioned dividends received on the insurance debt portfolio.

 


Vendor

Country of Incorporation

Acquisition

Date

NAV*  £m

(30/06/14)

NAV*  £m

(31/12/13)

La Metropole SA

Travelers Group

Belgium

29 Nov 2000

0.0

0.1

Transport Insurance Company

American Financial Group

USA

30 Nov 2004

6.4

7.0

R&Q Reinsurance Company (UK) Limited

Ace Group

UK

3 July 2006

17.3

19.1

R&Q Reinsurance Company  (US)

Ace Group

USA

3 July 2006

9.9

12.4

R&Q Insurance (Malta) / Chevanstell Limited

Trygg Forsikring

UK

10 Nov 2006

30.1

31.2

R&Q Insurance (Guernsey) Limited

Various

Guernsey

9 June 2009

0.8**

1.9

Goldstreet Insurance Company

Sequa Corporation & Columbia Insurance Company

US

14 Dec 2009

3.0

3.1

La Licorne S.A.

MAAF Assurances

France

22 Apr 2010

5.4

5.5

Principle Insurance Company

PICH Ltd

UK

29 Dec 2011

6.2

6.3

Capstan

Various

Guernsey

1 Nov 2012

1.7**

2.4

Alma

Tapiola General

Finland

27 Dec 2012

6.2

6.3

Hickson Insurance Company

Lonza Group

IOM

11 Jan 2013

0.8

0.8

MPPA Insurance

MPPA

Bermuda (Cell)

24 Jun 2013

1.3

0.6

R&Q Cyprus

Validus

Cyprus

11 Oct 2013

19.9

19.3

Pender

Members

IOM

30 June 2014

0.9

-

Black Lung Trust

Not disclosed

US

24 June 2014

0.7

-

Other cells

various

Bermuda

-

0.1

0.0

Total




110.7

116.0

 

* IFRS basis

** After capital extraction during period

 

Operating expenses rose to £10.9m (2013: £8.4m) due to the impact of new companies acquired including R&Q Cyprus, new hires in the Bermuda based M&A team, costs associated with transfers and M&A, and certain US company expenses which were recovered through reinsurance arrangements.

 

There was a significant increase in the amount of 'goodwill on bargain purchase' in the period, which was £2.8m against £1.8m in 2013. This arose primarily on the purchase of an Isle of Man domiciled insurer subject to a scheme, the novation of SRM's Bermuda based captive business and the acquisition of a Black Lung Trust and associated liabilities. A large retrospective reinsurance to be succeeded by a portfolio transfer, subject to court and regulatory approval, has been accounted for as a premium with the net insurance liabilities coming into the Net Insurance Claims line. The pipeline for new acquisitions continues to be strong and we expect a significant contribution in the second half arising from the purchase of additional insurance companies, portfolios and captives, though timing for their completion is never easy to estimate; this makes forecasting difficult, however a number of these deals are progressing well. We maintain our focus on the small to medium end of the size spectrum and our newly flexible and efficient transaction structures and infrastructure are helping provide vendors with attractive and competitively priced solutions. We continue to seek legacy transactions in Lloyd's and, following the Group's creation of a Bermuda based M&A team, we are beginning to benefit from improved access to the Bermudian and USA market.

 

As largely expected, the performance of our syndicate participations, which are primarily run through R&Q Re Bermuda, was weak with slow premium build in Syndicate 1991 causing an ongoing expense drag and a loss of £1.2m (2013: £0.9m). Our 8.33% share of former turnkey Syndicate 1897 for the 2011-2013 years produced a small positive result of £0.2m (2013: (£0.2m)) but this was below expectations given lower income levels. In the run-off syndicate, the 2012 Year of Account of Syndicate 3330 produced a good result again of £0.5m but it was significantly below the prior year result of £1.1m. The newly reinsured to close former Syndicate 102 had a significant reserve deterioration as we were unable to secure an early determination on a dispute concerning a life settlement claim. The consequential increase in the legal expense reserve as we gear up for the substantive hearing in 2015, has given rise to deterioration in the syndicate result, resulting in a loss of £1.4m against a small loss of £0.2m in 2013. We expect weak results on our syndicate participations during the second half of the year due to the same factors continuing within Syndicate 1991. We do not plan to increase the Group's participation in Syndicate 1991 any further, having reached our optimal level of exposure and should see our capital deployment begin to reduce from late 2015 as the new Lloyd's syndicate's capital loadings are removed and the underwriting track record benefits the capital setting process.

 

Investment Income

 

Investment income in the Group's insurance companies in run-off includes £1.3m of intercompany loan interest which nets out at Group level. External investment income of £3.4m (2.0%) was significantly higher than 2013 (£1.2m, 1.2%) as the portfolio benefited from continuing spread contraction and strong equity markets. To produce a return at the top end of our industry peers who report on a mark to market basis was especially pleasing in a period where our short interest duration stance meant that we did not benefit from falling yields.

 

The investment allocation for the Group's owned insurance companies by asset class at 30 June 2014 was as follows:

 

Asset Class

Share of Total Portfolio

ABS (almost exclusively Residential Mortgage Backed Securities)

30%

CLOs

27%

High Yield funds

13%

Cash funds/deposits

11%

Equities

8%

Corporate Bonds

7%

US Treasuries

2%

Municipals

2%

 

Invested funds as at 30 June 2014 were £163.2m equivalent, comprising of $170.3m, £53.7m, €4.9m and A$4.4m. The non-Sterling assets closely matched the currencies of the non-Sterling net insurance liabilities.

 

The credit ratings of the debt securities held by the Group at 30 June 2014 were as follows:

 


Share of Total Portfolio

Cash Funds/Money Market Funds

7%

AAA

19%

AA

22%

A

26%

BB

11%

NR (Equities etc)

15%

 

Overall the interest rate duration of the investment portfolio is still under one year given that a significant portion of the assets are invested in floating rate securities which will benefit in time from rising short term rates. The weighted average lives of the structured securities we own is around 3 years, which means the Group has relatively modest exposure to credit spread duration especially given the high credit quality maintained. We are not immune however from the impact of on-going volatility in the credit markets and conditions appear tougher with lower yields, compressed credit spreads and fully valued equity markets. Whilst an ultra defensive strategy is tempting, we hope that our diversification and conservative strategy within the asset classes we have selected will help protect us in any future risk-off period.

 

The Group's investment yield fell slightly below 3% at period end as spreads narrowed further.

 

Insurance Services Division

 

 

Insurance Services         £000s

 

 

June 2014

 

June 2013

 

Dec 2013

 

UK Claims & Reinsurance Management Services

Internal portfolio management fees

Third party income

Total income

Operating Profit

                               

UK Broker Services

Total income

Goodwill on bargain purchase

Operating Profit

               

UK Liquidity Management

Total income

Operating Loss

               

US Services

Internal portfolio management fees

Third party income

Total income

Operating (Loss)/Profit

               

Captive Management

Total income

Operating (Loss)/Profit

 

TOTAL INCOME   

TOTAL DIVISIONAL OPERATING PROFIT

 

 

 

4,890 

2,003 

6,893 

2,032 

 

 

2,811 

2,826 

3,581 

 

 

1,042 

(209)

 

 

1,136 

1,023 

2,159 

(1,508)

 

 

2,490 

(132)

 

15,395 

 

3,764 

 

 

 

4,702 

1,681 

6,383 

1,418 

 

 

2,456 

916 

 

 

1,425 

(52)

 

 

2,142 

5,779 

7,921 

3,705 

 

 

3,398 

269 

 

21,583 

 

6,256 

 

 

 

10,504 

3,355 

13,859 

4,125 

 

 

5,504 

1,824 

 

 

2,364 

(422)

 

 

3,753 

7,390 

11,143 

3,790 

 

 

6,529 

522 

 

39,399 

 

9,839 

 

The ISD operating profit of £3.8m was below H1 2013 (£6.3m), primarily as a result of the absence of the exceptional levels of credit write-backs in certain of the Group's US manager and broker operations which benefited the prior year period.

 

Total income fell to £15.4m (2013: £21.6m), mainly as a result of lower income in the US services operations, offset in part by an increase in income from UK Claims and Reinsurance Management Services and UK Broker Services. The latter also benefited from a new broker run-off acquisition which brought in goodwill on bargain purchase of £2.8m. The broker run-offs we have acquired continue to perform well and we have considerable scale and efficiency in this area with other deals in the pipeline. We have also extended our active broking operations, offering execution only services and a turnkey service for brokers looking to gain Lloyd's accreditation with a number of contract wins.

 

Commission income on reinsurance collections and new business is typically weighted towards the second half of the year and the outlook looks promising.

 

Operating profits in this claims and reinsurance management area rose significantly as new business income largely fell to the bottom line.

 

UK Liquidity Management, which focuses on credit control services, is an area of expertise and focus for the division. Adjusting for higher recharged intra-divisional income in 2013, the first half year was in line with the prior year with almost identical external income levels. Having been awarded preferred supplier status of credit control services at Lloyd's, we have recently added a number of new clients with much improved results expected in the remainder of the year and beyond.

 

The US services operations produced an operating loss of £1.5m (2013: profit of £3.7m). The unfavourable comparison with the prior year period was primarily as a result of the exceptional levels of credit write backs which benefited 2013. Outside of this, the core business was impacted by delays in certain new business income, including in the RTU legacy broking business, and some restructuring charges as we continue to work on reducing the fixed cost base. The new initiatives to develop onshore captive and programme management services in the US Healthcare industry following recent wholesale changes under 'Obamacare' are progressing well and are expected to develop into a significant new revenue and profit centre to the division.

 

The Captive Management operations performed satisfactorily during the period with lower income of £2.5m (2013: £3.4m) as a result of a weaker dollar and larger run-off related income in the prior year affecting the Bermuda based operations and some expected client reductions in Gibraltar and Norway. The core Bermuda business continues to trade well however, with new income ahead of budget and strong prospects for the second half from the captive exit transactions and new client prospects, especially from Latin America. The newer US operations performed well with increased income and a small operating profit. The programme management initiatives in the US Healthcare sector could produce significant additional captive management income in our Bermuda operations as well as income in US services as mentioned above. The operating loss of £0.1m (2013: profit of £0.3m) arose from a weaker result in the Gibraltar operations and small adverse results in Bermuda and Norway for the reasons cited above. Investments in new senior recruits in Gibraltar and Norway and a new manager based in South Carolina increased costs but have already begun to improve new business generation which will benefit the remainder of the year.

 

In summary, whilst the first half result does not compare favourably with the previous year, the core services business performed well in the UK whilst the US was primarily affected by a lack of credit write-backs and income deferral rather than lost income. We believe that our scale and expertise in niches such as broker run-off and liquidity management, together with the accounting services and regulatory support services, which continue to be in demand in the face of increasing regulation, should allow us to grow core sustainable income and profits. Furthermore, the new broker execution only and broker turnkey services offered in the UK and the legacy transaction 'broking' services and programme management initiatives in the US position us well for some near term and longer-term growth in the division. We continue meanwhile to focus on cost control and managing resource in the maturing and more competitive areas of our operations, whilst expanding in areas where we see future growth.

 

Underwriting Management Division

 

 

Underwriting         £000s

 

 

June 2014

 

June 2013

 

Dec 2013

 

Lloyd's Managing Agency operations               

                Fee income

                Profit commissions

                Operating (Loss)/Profit

                               

MGAs    

                Premium income

                Commission & Other Income

                Operating Profit

               

                Underwriting management Holdings               

                Total income

                Operating Loss

                               

TOTAL INCOME   

TOTAL DIVISIONAL OPERATING (LOSS)/PROFIT     

 

 

 

5,929 

(146)

(335)

 

 

17,406 

2,549 

181 

 

 

 

68 

(545)

 

8,400 

 

(699)

 

 

 

4,795 

437 

576 

 

 

15,966 

2,631 

232 

 

 

 

232 

(705)

 

8,095 

 

103 

 

 

 

10,313 

329 

1,338 

 

 

37,270 

4,825 

167 

 

 

 

477 

(1,682)

 

15,944 

 

(177)

 

The Underwriting Management Division generated a first half year operating loss of £0.7m (2013: profit of £0.1m). Overall, revenue grew slightly to £8.4m (2013: £8.1m).

There was a significant increase in fee income from the Lloyd's managing agency operations, which continued to benefit from the scaling up of Syndicate 1991 though with some associated expense increase. As a result of a return of profit commission under the terms of the RITC agreement following the reserve deterioration in former Syndicate 102, there was an adverse movement in the contribution from profit commissions of £600k. Compared with the same period in 2013, the operating result in the managing agency operations was therefore lower; a loss of £0.3m (2013: profit of £0.6m).

Premium income in the MGA units increased to £17.4m (2013: £16.0m) as we continued to build out the accounts through existing and new distribution channels. This was despite challenging market conditions with our improved capacity in terms of line size and security helping mitigate competitive pressures.  The MGA commission and other income was flat overall compared with the prior year at £2.5m (2013: £2.6m) only as a result of lower intra-divisional recharge income. Though commission rates came under a little pressure due to market conditions, we grew commission income in every MGA business unit though expenses grew in Commercial Risk Services due to the regional build out. Profit commissions also rose, especially in the yachts and marine account. The operating profit of £0.2m was very similar to the prior year period with only lower overhead recovery from the division's other operations preventing bottom line growth. New underwriting hires, distribution initiatives and product design should continue to improve performance during the remainder of the year though tough trading conditions remain. We are focused on launching complementary products from our existing MGAs, cross-selling between them and seeking new quality underwriting teams with established books of business and capacity.

The planned strong increase in capacity in Syndicate 1991 to £150m for the 2014 underwriting year was very well supported by existing Names, R&Q and industry players. We were also pleased to announce the addition of Qatar Re as a significant capacity provider. The delay in signing up coverholders during 2013, discussed in previous results statements and trading updates continues to impact earned premium development, resulting in losses under international accounting standards due to the customary early year expense drag. The impact of this on the Underwriting Management Division's result is a slower than anticipated recognition/accrual of profit commissions in the event that the underwriting is profitable in line with projections.

The other area of focus for the division is in securing new turnkey clients to bring additional revenues, cost recoveries and profit commissions. We are also in discussions with a number of other interested parties and are well placed to capitalise on the sustained interest in the Lloyd's market. In parallel, we are looking at ways of setting up and managing consortium facilities, especially following the completion of the Accredited acquisition.

There are also opportunities to expand the management of run-off business at Lloyd's, primarily from the proposed expansion of our own involvement in this market as principal.

In summary, the division's progress has been slower than hoped for, especially financially, but we remain excited by the potential for generating a significant and sustainable fee based model. As well as the organic growth opportunities arising from Syndicate 1991, our new third party management contract win proves our credentials in a market with few quality full scale management providers. Furthermore, new legacy management, increasing maturing of the MGA business units and the potential to use the Accredited platform for consortium management are all avenues we are actively pursuing to deliver growth.  We also remain firmly of the view that the value of the platform we have invested in over the past few years is considerable even ahead of delivering the associated income streams.

 

Other Corporate

 

Net central corporate costs in the first half year were in line with expectations but higher than the year prior due to lower investment income on Group 'free' funds and some additional expenses relating to the establishment of the new Bermuda Head Office.

 

Return of Cash via a R/S Share Scheme

 

The Return of Value, details of which will be outlined in a circular to be posted to shareholders during September, will give shareholders the option of receiving their payment as capital or income and provides a more flexible and efficient mechanism of returning capital. The payment of 3.4p per share is anticipated to be made through the scheme in late October 2014 to those shareholders on the record date in early October 2014.

 

The proposed return of cash to shareholders through an R/S share scheme comes in a period when the Group successfully managed to release capital from certain of its insurance investments.

 

The proposed Return of Value is in place of the interim dividend for the 2014 year but the Group may choose to make future returns of value in addition to or instead of ordinary dividend payments, whilst maintaining its stated policy to pursue a progressive distribution policy following the decision to maintain total distributions to shareholders at 8.4p per share during 2014 absent unforeseen circumstances and recommencing growth in distributions along with profits from 2015.

 

Litigation

 

There is no material litigation with which the Group is involved outside of the ordinary course of business. Other than a dispute concerning a life settlements claim in former Syndicate 102, we continue to receive asbestos related claims and we have a number of on-going legal disputes with cedants but our reinsurers continue to bear the majority of the claims cost.  

 

Outlook

 

2014 was always going to be a challenging year financially but we remain confident about the prospects and outlook for the Group and we are pleased to report therefore that we still expect the full year result to meet market expectations. There are risks however, all of which have been referred to above. A number of these are customary risks we face as a Group, including the outcome of the year end actuarial reserving process, final investment performance and timing of the completion of the various legacy insurance transactions we are already working on. There are however a few specific risks which relate to these generic risks. These include market trends in asbestos claims and the impact of faster settlements in R&Q Re (US) on benchmark survival ratio analysis, the outcome of a dispute in former Syndicate 102, and the ability to generate substantial growth in business from the 2013 binders in Syndicate 1991 over the coming months. 

 

The acquisition of Accredited, which is subject to change of control approval by the Florida Department of Insurance, is a much welcome addition to our infrastructure and will be the first time the Group has owned an 'A' rated carrier. The consequent opportunities to feed fee income into our Underwriting Management Division to supplement other initiatives and the new third party management contract win are considerable.

 

Meanwhile, our acquisition activity in the legacy insurance area continues to benefit from a strong pipeline and we expect to build on a good first half and complete a number of transactions in the remainder of the year ranging from portfolio transfers, retrospective reinsurances and acquisitions. This will bring an immediate as well as sustained benefit to the Group through the potential for additional service income and future reserve savings. Our underwriting commitment has reached a level where expansion becomes less desirable and as Syndicate 1991 begins to mature, we should see our capital deployment naturally reduce.

 

Our UK service businesses have performed well and new client wins in binder management, credit control and broker turnkey will help drive growth in the remainder of the year. New senior hires in Captive Management together with good new business levels in the Bermuda operation should also boost performance. The US remains challenging and further downsizing has taken place as a result in the more consultancy orientated part of the business but the healthcare initiative has progressed well with substantial revenue opportunities potentially transforming results in future years.

                                               

 

 

 

K E Randall

Chairman and Chief Executive Officer

 

22 August 2014

 

Condensed Consolidated Income Statement

For the six months ended 30 June 2014




6 months

 ended 30 June  2014 


6 months

  ended 30 June  2013 


Year ended 

31 December  2013 




(Unaudited)


(Unaudited)


(Audited)


Note


£000  


£000 


£000   









Gross premiums written



16,786 


4,153 


9,121 

Reinsurers' share of gross premiums



(642)


(378)


(837)

Premiums written, net of reinsurance



16,144 


3,775 


8,284 

Change in gross provision for unearned premiums



(1,479)


(1,657)


(2,077)

Change in provision for unearned premiums, reinsurers' share


487 


475 


270 

Net change in provision for unearned premiums



(992)


(1,182)


(1,807)

Earned premiums net of reinsurance



15,152 


2,593 


6,477 









Net investment income

4


3,837 


1,776 


7,118 

Other income



16,117 


21,830 


40,578 

 



19,954 


23,606 


47,696 









Total income

3


35,106 


26,199 


54,173 









Gross claims paid



(25,158)


(20,627)


(42,241)

Reinsurers' share of gross claims paid



12,436 


7,048 


21,954 

Claims paid, net of reinsurance



(12,722)


(13,579)


(20,287)

Movement in gross technical provision



15,534 


(1,033)


14,377 

Movement in reinsurers' share of technical provisions


(10,992)


18,266 


10,638 

Net change in provision for claims



4,542 


17,233 


25,015 

Net insurance claims (incurred)/released



(8,180)


3,654 


4,728 









Operating expenses



(32,990)


(27,165)


(55,323)









Result of operating activities before goodwill on bargain purchase and impairment of intangible assets

3


(6,064)


2,688 


3,578 

Goodwill on bargain purchase



5,663 


1,763 


8,479 

Impairment of intangible assets



(194)


(61)


(203)

Result of operating activities



(595)


4,390 


11,854 

Finance costs



(275)


(286)


(523)

Share of loss of associate



(28)



(72)

(Loss)/profit on ordinary activities before income taxes



(898)


4,104 


11,259 

Income tax credit/(charge)

5


1,382 


(986)


(2,124)

Profit for the period

3


484 


3,118 


9,135 









Attributable to equity holders of the parent








Attributable to ordinary shareholders



(618)


2,049 


7,440 

Non-controlling interests



1,102 


1,069 


1,695 




484 


3,118 


9,135 

Earnings per ordinary share for the profit attributable to the ordinary shareholders of the Company:-








Basic

7


(0.9p)


4.0p


11.9p

Diluted



(0.9p)


3.9p


11.9p

 

 

 

 

The attached notes are an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Statement of Financial Position

As at 30 June 2014

Company number 47341

 

 

 

Note


30 June 2014


30 June 2013  

31 December 2013  





(Unaudited)


(Unaudited)


(Audited)





£000 


£000 


£000 


Assets









Intangible assets



16,819 


15,759 


17,198 


Investments in associates



199 



228 


Property, plant and equipment



1,648 


1,579 


1,440 


Investment properties



985 


1,036 


1,019 


Financial assets



156,157 


186,725 


160,734 


Reinsurers' share of insurance liabilities

6


146,084 


175,673 


157,682 


Current tax assets



3,042 


4,262 


4,047 


Deferred tax asset



6,838 


4,900 


5,292 


Insurance and other receivables



98,549 


65,057 


80,046 


Cash and cash equivalents



50,434 


59,398 


46,942 


Total assets



480,755 


514,389 


474,628 











Liabilities









Insurance contract provisions

6


324,306 


350,951 


323,948 


Financial liabilities



19,834 


19,943 


19,090 


Deferred tax liabilities



1,826 


1,905 


2,602 


Insurance and other payables

8


29,094 


33,821 


20,110 


Current tax liabilities



3,998 


3,992 


3,845 


Pension scheme obligations



3,914 


2,831 


3,018 


Total liabilities



382,972 


413,443 


372,613 











Equity









Share capital



1,435 


1,466 


1,435 


Other reserves



19,833 


26,306 


23,422 


Retained earnings



74,029 


72,027 


75,787 


Attributable to equity holders of the parent



95,297 


99,799 


100,644 


Non-controlling interests



2,486 


1,147 


1,371 


Total equity



97,783 


100,946 


102,015 











Total liabilities and equity



479,670 


514,389 


474,628 





























 

 

 

Approved by the Board on 22 August 2014.

 

 

 

 

 

K E Randall                                                                                           T A Booth

 

 

 

 

 

The attached notes form an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Cash Flow Statement

For the six months ended 30 June 2014

 

 

 

 

 


6 months

  ended 30 June  2014 


6 months

  ended 30 June  2013  


Year ended

31 December 2013




(Unaudited)


(Unaudited)


(Audited)




£000


£000


£000









(Loss)/profit before income tax



(898)


4,104 


11,259 

Finance costs



275 


286 


523 

Depreciation



316 


348 


638 

Share based payments




(190)


240 

Share of losses of associates



28 



72 

Goodwill on bargain purchase



(5,663)


(1,763)


(8,479)

Amortisation of intangible assets



194 


61 


203 

Fair value (gain)/loss on financial assets



(1,541)


859 


(1,268)

Gain on net assets of pension schemes



145 


73 


123 

(Increase)/decrease in receivables



(2,902)


(2,798)


(11,087)

Decrease/(increase) in deposits with ceding undertakings



911 


(41)


365 

Increase/(decrease) in payables



4,142 


(10,232)


(23,155)

Decrease in net insurance technical provisions



(3,550)


(16,051)


(22,976)




(8,543)


(25,344)


(53,542)

Sale of financial assets



15,327 


28,969 


50,542 

Purchase of financial assets



(14,809)


(18,787)


(33,117)

Cash used in operations



(8,025)


(15,162)


(36,117)

Income taxes repaid





194 

Net cash used in operating activities



(8,025)


(15,162)


(35,923) 









Purchase of property, plant and equipment



(535)


(204)


(568)

Proceeds from sale of property, plant and equipment





210 

Purchase of intangible assets



(40)



(344)

Acquisition of subsidiary undertaking (offset by cash acquired)



15,806 


1,576 


18,923 

Acquisition of non-controlling interest in subsidiary





(5,064)

Net cash from investing activities



15,231 


1,372 


13,157 









Repayment of borrowings



(1,134)


(1,165)


(2,278)

New borrowing arrangements



2,070  



1,017 

Equity dividends paid



(1,844)


(1,074)


(2,249)

Interest and other finance costs paid



(275)


(286)


(523)

Receipts from issue of shares




24,133 


23,977 

Cancellation of shares



(1,745)


(1,409)


(2,652)

Sale of treasury shares




129 


230 

Net cash (used in)/from financing activities



(2,928)


20,328 


17,522 









Net increase in cash and cash equivalents



4,278 


6,538 


(5,244)









Cash and cash equivalents at beginning of period



46,942 


52,263 


52,263 









Foreign exchange movement on cash and cash equivalents



(786)


597 


(77)









Cash and cash equivalents at end of period



50,434 


59,398 


46,942 









Share of Syndicates' cash restricted funds



3,250 


4,894 


1,570 

Unrestricted funds



47,184 


54,504 


45,372 

Cash and cash equivalents at end of period



50,434 


59,398 


46,942 

 

The attached notes are an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2014

 

 

 

 


6 months ended 30 June 2014


6 months ended 30 June 2013

Year ended

31 December 2013




(Unaudited)


(Unaudited)


(Audited)




£000


£000


£000

Other comprehensive income:-








Items that will not be reclassified to profit or loss:-








Pension scheme actuarial (losses)/gains



(838)


1,644 


1,465

Deferred tax on pension scheme actuarial (losses)/gains



168 


(378)


(285)




(670)


1,266 


1,180 

Items that may be subsequently reclassified to profit or loss:-







Exchange (losses)/gains on consolidation



(457)


1,200 


(1,100)

Other comprehensive income



(1,127)


2,466 


80 









Profit for the period



484 


3,118 


9,135 









Total comprehensive income for the period



(643)


5,584 


9,215 









Attributable to:-








Equity holders of the parent



(1,758)


4,515 


7,490 

Non-controlling interests



1,115 


1,069 


1,725 

Total recognised in the period



(643)


5,584 


9,215 









 

 








Consolidated Statement of Changes in Equity (unaudited)

For the six months ended 30 June 2014

 




 


Share capital

Shares to be issued

Share premium

Treasury shares

Retained profit

Total

Non-controlling interest

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Period ended 30 June 2014









At beginning of period

1,435 

84 

23,392 

(54)

75,787 

100,644 

1,371 

102,015 

Total comprehensive income for the period









(Loss)/profit for the period

(618)

(618)

1,102 

484 

Other comprehensive income









Exchange losses on consolidation

(470)

(470)

13 

(457)

Pension scheme actuarial losses

(838)

(838)

(838)

Deferred tax on pension scheme actuarial losses

168 

168 

168 

Total other comprehensive income for the period

(1,140)

(1,140)

13 

(1,127)

Total comprehensive income for the period

(1,758)

(1,758)

1,115 

(643)

Transactions with owners









Issue of P&Q shares

3,589 

(3,589)

Cancellation of P Shares

(1,844)

1,844 

Cancellation of Q shares

(1,745)

(1,745)

(1,745)

Dividends

(1,844)

(1,844)

(1,844)










At end of period

1,435 

84 

19,803 

(54)

74,029

95,297 

2,486 

97,783 

 

 

 

 

Consolidated Statement of Changes in Equity (unaudited)

For the six months ended 30 June 2014

 




 


Share capital

Shares to be issued

Share premium

Treasury shares

Retained profit

Total

Non-controlling interest

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Period ended 30 June 2013









At beginning of period

1,036 

744 

4,752 

(434)

66,390 

72,488 

5,142 

77,630 

Prior year adjustment

1,120 

1,120 

1,120 

At beginning of period (as restated)

1,036 

744 

4,752 

(434)

67,510 

73,608 

5,142 

78,750 

Total comprehensive income for the period









Profit for the period

2,049 

2,049 

1,069 

3,118 

Other comprehensive income









Exchange gains on consolidation

1,200 

1,200 

1,200 

Pension scheme actuarial gains

1,644 

1,644 

1,644 

Deferred tax on pension scheme actuarial gains

(378)

(378)

(378)

 

Total other comprehensive income for the period

2,466 

2,466 

2,466 

Total comprehensive income for the period

4,515 

4,515 

1,069 

5,584 

Transactions with owners









Issue of shares (net of expenses)

430 

23,703 

24,133 

24,133 

Issue of L-M shares

2,507 

(2,507)

Cancellation of L Shares

(1,433)

24 

(1,409)

(1,409)

Cancellation of M shares

(1,074)

1,074 

Share based payments

(53)

-  

(53)

(53)

Treasury shares

(49)

126 

79 

79 

Dividends

(1,074)

(1,074)

(1,074)

Purchase of minority interest

(5,064)

(5,064)










At end of period

1,466 

642 

25,948 

(284)

72,027 

99,799 

1,147 

100,946 

 

 

Consolidated Statement of Changes in Equity (audited)

For the six months ended 30 June 2014

 




 


Share capital

Shares to be issued

Share premium

Treasury shares

Retained profit

Total

Non-controlling interest

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Year ended 31 December 2013









At beginning of year

1,036 

744 

4,752 

(434)

67,510 

73,608 

5,142 

78,750 

Total comprehensive income for the year









Profit for the year

7,440 

7,440 

1,695 

9,135 

 

Other comprehensive income









Exchange losses on consolidation

(1,130)

(1,130)

30  

(1,100)

Pension scheme actuarial gains

1,465 

1,465 

-  

1,465 

Deferred tax on pension scheme actuarial gains

‑ 

(285) 

(285)

-  

(285)

Total other comprehensive income for the year

50 

50 

30  

80 

Total comprehensive income for the year

7,490 

7,490 

1,725 

9,215 

 

Transactions with owners









Issue of shares (net of expenses)

383 

23,500 

23,883 

23,883 

Issue of L-O shares

4,937 

(4,937)

-  

Cancellation of L & N shares

(2,688)

36 

(2,652)

(2,652)

Cancellation of M & O shares

(2,249)

2,249 

Share based payments

16 

(562)

77 

757 

288 

288 

Treasury shares

(98)

344 

30 

276 

276 

Dividends

(2,249)

(2,249)

(2,249)

Purchase of non-controlling interest

(5,064)

(5,064)

Non-controlling interest in subsidiary acquired

(432)

(432)










At end of year

1,435 

84 

23,392 

(54)

75,787 

100,644 

1,371 

102,015 

 

 

 

 The attached notes are an integral part of these condensed consolidated financial statements.

 

Notes to the Interim Financial Statements

For the six months ended 30 June 2014

 

1.         Basis of preparation

The condensed interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards and in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

 

The condensed interim financial statements for the 2014 and 2013 half years are unaudited, but have been subject to review by the Company's auditors. 

 

2.         Significant accounting policies

The condensed interim financial statements have been prepared under the historical cost convention, except that financial assets are stated at their fair value.

 

The accounting policies adopted in the preparation of the condensed interim financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2013 other than as detailed below.  There have been no amendments to accounting policies.

 

 

New standards effective from 1 January 2014:-

• IFRS 10: Consolidated financial statements

• IFRS 11: Joint arrangements;

• IFRS 12: Disclosure of interests in other entities;

• IAS 19: Amendment: Defined benefit plans: Employee Contributions;

• IAS 27: Amendment: Separate financial statements;

• IAS 28: Amendment: Investments in associates and joint ventures;

• IAS 32: Amendment: Offsetting financial assets and financial liabilities;

• IAS 36: Amendment: Recoverable amount disclosures for non-financial assets;

• IAS 39: Amendment: Novation of derivatives and continuation of hedge accounting; and

• IFRIC 21: Levies.

 

The adoption of these standards has had no material impact on the group's accounting policies.

 

3.         Segmental information

The Group's segments represent the level at which financial information is reported to the Board, being the chief operating decision maker as defined in IFRS 8.  The reportable segments have been identified as follows:-

•           Insurance Investments, which acquires legacy portfolios and insurance debt and provides capital support to the Group's managed Lloyd's Syndicates

•           Insurance Services, which provides insurance related services (including captive management) to both internal and external clients in the insurance market

•           Underwriting Management, which provides management to Lloyd's syndicates and operates other underwriting entities

•           Other corporate activities, which primarily includes the holding company and other minor subsidiaries which fall outside of the segments above

Segment result for the six months ended 30 June 2014

Insurance

Investments


Insurance services

Underwriting Management

Other corporate


Consolidation adjustments

Total

 


 


£000 


£000 


£000  


£000 


£000 


£000 













Earned premium net of reinsurance

15,152 






15,152 

Net investment income

4,934 


451 


114 


1,239 


(2,901)


3,837 

Other external income

632 


8,498 


6,987 




16,117 

Other internal income

381 


6,446 


1,299 


683 


(8,809)


Total income

21,099 


15,395 


8,400 


1,922 


(11,710)


35,106 













Claims paid, net of reinsurance

(12,722)






(12,722)

Net change in provision for claims

4,542 






4,542 

Net insurance claims released

(8,180)






(8,180)













Operating expenses

(14,275)


(14,426)


(9,042)


(4,056)


8,809 


(32,990)













Result of operating activities before goodwill on bargain purchase and impairment of intangible assets

(1,356)


969 


(642)


(2,134)


(2,901)


(6,064)

Goodwill on bargain purchase

2,837 


2,826 





5,663 

Impairment of intangible assets

(106)


(31)


(57)




(194)













Result of operating activities

1,375  


3,764 


(699)


(2,134)


(2,901)


(595)

Finance costs

(1,005)


(740)


(229)


(1,202)


2,901 


(275)

Share of loss of associates


-  


(28)




(28)

Profit/(loss) on ordinary activities before income taxes

370 


3,024 


(956)


(3,336)



(898)

Income tax credit

1,148 


108 


38 


88 



1,382 

Profit/(loss) for the period

1,518 


3,132 


(918)


(3,248)



484 













Non-controlling interest

(776)


(198)


(128)




(1,102)













Attributable to owners of parent

742 


2,934 


(1,046)


(3,248)



(618)













Segment assets

530,650 


82,174 


15,233 


68,261 


(216,648)


479,670 













Segment liabilities

414,706 


76,897 


18,702 


88,230 


(216,648)


381,887 













Internal income includes fees payable by the insurance companies to the Insurance Services Division in the period, which are contractually committed on an arm's length basis.

External income contains no clients which generate more than 10% of the total external income.

Segment result for the six months ended 30 June 2013

Insurance

Investments


Insurance services

Underwriting Management

Other corporate


Consolidation adjustments

Total

 



£000 


£000 


£000  


£000 


£000 


£000 

 













 

Earned premium net of reinsurance

2,593 






2,593 

 

Net investment income

2,641 


770 


145 


821 


(2,601)


1,776 

 

Other external income

2,021 


13,375 


6,434 




21,830 

 

Other internal income

337 


7,439 


1,510 


746 


(10,032)


 

Total income

7,592 


21,584 


8,089 


1,567 


(12,633)


26,199 

 













 

Claims paid, net of reinsurance

(13,579)






(13,579)

 

Net change in provision for claims

17,233 






17,233 

 













 

Net insurance claims released

3,654 






3,654 

 













 

Operating expenses












 


(11,200)


(15,299)


(7,954)


(2,744)


10,032 


(27,165)

 

Result of operating activities before goodwill on bargain purchase and impairment of intangible assets

46 


6,285 


135 


(1,177)


(2,601)


2,688 

 













 

Goodwill on bargain purchase

1,763 






1,763 

 

Impairment of intangible assets


(29)


(32)




(61)

 

Result of operating activities

1,809 


6,256 


103 


(1,177)


(2,601)


4,390 

 

Finance costs

(708)


(826)


(220)


(1,133)


2,601 


(286)

 

Profit/(loss) on ordinary activities before income taxes

1,101 


5,430 


(117)


(2,310)



4,104 

 

Income tax (charge)/credit

184 


(1,868)


(92)


790 



(986)

 

Profit/(loss) for the period

1,285 


3,562 


(209)


(1,520)



3,118 

 













 

Non-controlling interest

(992)



(77)




(1,069)

 













 

Attributable to owners of parent

293 


3,562 


(286)


(1,520)



2,049 

 













 

Segment assets

548,285 


77,702 


14,115 


61,445 


(187,158)


514,389 

 













 

Segment liabilities

447,567 


76,298 


16,597 


60,139 


(187,158)


413,443 

 













 

 

Internal income includes fees payable by the insurance companies to the Insurance Services Division in the period, which are contractually committed on an arm's length basis.

External income contains no clients which generate more than 10% of the total external income.

 

             Segment result for the year ended 31 December 2013

Insurance

Investments


Insurance Services

Underwriting Management

Other corporate

Consolidation adjustments


Total

 



£000 


£000 


£000  


£000 


£000 


£000 

 













 

Earned premium net of reinsurance

6,477 






6,477 

 

Net investment income

8,707 


1,312 


250 


2,288 


(5,439)


7,118 

 

External income

4,538 


22,816 


13,224 




40,578 

 

Internal income

793 


15,271 


2,470 


1,533 


(20,067)


 

Total income

20,515 


39,399 


15,944 


3,821


(25,506)


54,173

 













 

Claims paid, net of reinsurance

(20,287)






(20,287)

 

Net change in provision for claims

25,015 






25,015 

 













 

Net insurance claims released

4,728 






4,728 

 













 

Operating expenses

(23,385)


(29,504)


(15,978)


(6,523)


20,067 


(55,323)

 













 

Result of operating activities before goodwill on bargain purchase

1,858 


9,895 


(34)


(2,702)


(5,439)


3,578 

 

Goodwill on bargain purchase

8,479 






8,479 

 

Amortisation of intangible assets

(4)


(56)


(143)




(203)

 













 

Result of operating activities

10,333 


9,839 


(177)


(2,702)


(5,439)


11,854 

 

Finance costs

(1,737)


(1,540)


(436)


(2,249)


5,439 


(523)

 

Share of loss of associate



(72)




(72)

 

Profit/(loss) on ordinary activities before income taxes

8,596 


8,299 


(685)


(4,951)



11,259 

 

Income tax credit/(charge)

(1,733)


(379)


(37)


25 



(2,124)

 

Profit/(loss) for the year

6,863 


7,920 


(722)


(4,926)



9,135 

 

 

Non-controlling interest

(1,660)


58 


(93)




(1,695)

 













 

Attributable to owners of parent

5,203 


7,978 


(815)


(4,926)



7,440 

 

 

 












 

Segment assets

554,176 


65,228 


13,168 


65,112 


(223,056)


474,628 

 













 

Segment liabilities

436,630 


64,187 


15,747 


79,105 


(223,056)


372,613 

 













 

 

Internal income includes fees payable by the insurance companies to the Insurance Services Division in the period, which are contractually committed on an arm's length basis.

 

No income from any one client included within the external income generated more than 10% of the total external income.

 

Geographical analysis

As at 30 June 2014






UK 

North America

Europe 

Total 




£000 



£000 

Gross assets



321,046 



696,318 

Intercompany eliminations



(21,841)



(216,648)

Segment assets


127,895 


299,205 


52,570 


479,670 










Gross liabilities



313,628 



598,535 

Intercompany eliminations



(75,178)



(216,648)

Segment liabilities


94,589 


238,450 


48,848 


381,887 










Segmental income


18,712 


4,858 


11,536 


35,106 

 

As at 30 June 2013






UK 

North America

Europe 

Total 




£000 



£000 

Gross assets



366,569 



701,547 

Intercompany eliminations



(21,753)



(187,158)

Segment assets


154,119 


344,816 


15,454 


514,389 










Gross liabilities



327,411 



600,601 

Intercompany eliminations



(33,112)



(187,158)

Segment liabilities


103,404 


294,299 


15,740 


413,443 










Segmental income


17,320 


8,105 


774 


26,199 

 

As at 31 December 2013






UK 

North America

Europe 

Total 




£000 



£000 

Gross assets



328,862 



697,684 

Intercompany eliminations



(11,850)



(223,056)

Segment assets


107,093 


317,012 


50,523 


474,628 










Gross liabilities



317,305 



595,669 

Intercompany eliminations



(54,491)



(223,056)

Segment liabilities


62,895 


262,814 


46,904 


372,613 










Segmental income


37,995 


14,344 


1,834 


54,173 

 

 

Other information

As at 30 June 2014










Insurance

Investments


Insurance services

Other corporate


Eliminations

Total

 


 


£000 


£000 


£000 


£000 


£000 

 











 

Capital expenditure


282


253 



535

 











 

Depreciation


288


28 



316

 

 

As at 30 June 2013










Insurance

Investments


Insurance services

Other corporate


Eliminations

Total

 


 


£000 


£000 


£000 


£000 


£000 

 











 

Capital expenditure


204




204

 











 

Depreciation


348




348

 

 

As at 31 December 2013










Insurance

Investments


Insurance services

Other corporate


Eliminations

Total

 


 


£000 


£000 


£000 


£000 


£000 

 











 

Capital expenditure

-


509 


59


-


568 

 











 

Depreciation

-


635 


3


-


638 

 

 

4.         Investment return

 



6 months  ended 30 June  2014 


6 months  ended 30 June  2013 

Year ended 

31 December  2013 



£000 


£000 


£000 








Interest income


2,590 


2,948 


6,449 

Realised gains on investments


757 


1,359 


2,491 

Unrealised gains/(losses) on investments


784 


(2,254)


(1,241)

Investment management expenses


(294)


(277)


(581)



3,837 


1,776 


7,118 

 

5.         Income tax



6 months ended

30 June 2014


6 months

ended
30 June 2013

Year ended

31 December 2013



£000 


£000 


£000 








Tax (credit)/charge


(1,382)


986 


2,124 

 

6.     Technical provisions

 

Gross


6 months 

ended 

  30 June 

 2014 


6 months

  ended

30 June

  2013 

Year

ended 

31 December

  2013 



£000 


£000 


£000 

Claims outstanding at 1 January


323,948 


327,973 


327,973 

Claims paid


(25,158)


(20,627)


(42,241)

Increase arising from acquisition of subsidiary and RITC of Syndicates


6,856 


3,686 


13,996 

Strengthening of reserves


11,102 


23,317 


29,941 

Net exchange differences


7,558 


16,602 


(5,741)

As at period end


324,306 


350,951 


323,948 

 

 

Reinsurance


6 months

  ended

 30 June

  2014 


6 months

  ended

 30 June

  2013 

Year

ended 

31 December

  2013 



£000 


£000 


£000 

Reinsurers share of claims outstanding at 1 January


157,682 


148,988 


148,988 

Reinsurers share of gross claims paid


(12,436)


(7,048)


(21,954)

Increase arising from acquisition of subsidiary and RITC of Syndicates



578 


1,724 

Strengthening of reserves


1,930 


25,789 


32,862 

Net exchange differences


(1,092)


7,366 


(3,938)

As at period end


146,084 


175,673 


157,682 







 

Net


6 months

  ended

 30 June

  2014 


6 months

  ended

 30 June

  2013 

Year

 ended 

31 December

  2013 

 



£000 


£000 


£000 

 

Net claims outstanding at 1 January


166,266 


178,985 


178,985 

 

Net claims paid


(12,722)


(13,579)


(20,287)

 

Increase arising from acquisition of subsidiary and RITC of Syndicates


6,856 


3,108 


12,272 

 

Strengthening/(release) of reserves


9,172 


(2,472)


(2,921)

 

Net exchange differences


8,650 


9,236 


(1,783)

 

As at period end


178,222 


175,278 


166,266 

 

 

The assumptions used in the estimation of provisions relating to insurance contracts are intended to result in provisions which are sufficient to settle the net liabilities from insurance contracts.

Provision is made at the balance sheet date for the estimated ultimate cost of settling all claims incurred in respect of events and developments up to that date, whether reported or not. The source of data used as inputs for the assumptions is primarily internal.

Significant uncertainty exists as to the likely outcome of any particular claim and the ultimate costs of completing the run off of the Group's owned insurance operations.

The Group owns a number of insurance companies in run-off. Significant uncertainty arises in the quantification of technical provisions for all insurance entities under the Group's control due to the long tail nature of the business underwritten by those entities.  The business written by the insurance company subsidiaries consists in part of long tail liabilities, including asbestos, pollution, health hazard and other US liability insurance.  The claims for this type of business are typically not settled until several years after policies have been written.  Furthermore, much of the business written by these companies is re-insurance and retrocession of other insurance companies, which lengthens the settlement period.

The provisions carried by the Group's owned insurance companies are calculated using a variety of actuarial techniques. The provisions are calculated and reviewed by the Group's internal actuarial team; in addition the Group periodically commissions independent external actuarial reviews. The use of external advisors provides management with additional comfort that the Group's internally produced statistics and trends are consistent with observable market information and other published data.

When preparing these Financial Statements full provision is made for all costs of running off the business of the insurance subsidiaries to the extent that the provision exceeds the estimated future investment return expected to be earned by those subsidiaries. The quantum of the costs of running off the business and the future investment income has been determined through the preparation of cash flow forecasts over the anticipated period of the run offs.  The gross costs of running off the business are estimated to be fully covered by investment income.

Provisions for outstanding claims and IBNR are initially estimated at a gross level and a separate calculation is carried out to estimate the size of reinsurance recoveries. Insurance companies within the Group are covered by a variety of treaty, excess of loss and stop loss reinsurance programmes.

 

6.     Earnings per share

 

 


6 months

  ended 30 June  2014 


6 months

  ended 30 June  2013 

Year ended 

31 December 

2013 



£000 


£000 


£000 

Profit for the period attributable to Ordinary shareholders

 

(618)


2,049


7,440 










No. 000's 


No. 000's 


No. 000's 

Weighted average number of Ordinary shares


71,708


51,849


62,571 

Effect of dilutive share options


164


1,087


164 

Weighted average number of Ordinary shares for the purposes

of diluted earnings per share


71,872


52,936


62,735 








Basic earnings per share


(0.9p)


4.0p


11.9p

Diluted earnings per share


(0.9p)


3.9p


11.9p

 

 

7.     Insurance and other payables

 

 


6 months ended 30 June 2014 


6 months ended 30 June 2013 

Year ended

31 December 2013 



£000 


£000 


£000 








Structured liabilities


356,188 


369,486 


343,519 

Structured settlements


(356,188)


(369,486)


(343,519)





Other creditors


29,094 


33,821 


20,110 










29,094 


33,821 


20,110 








 

Structured Settlements

No new structured settlement arrangements have been entered into during the period.  The movement in these structured liabilities during the period is primarily due to exchange movements.  The Group has paid for annuities from third party life insurance companies for the benefit of certain claimants. In the event that any of these life insurance companies were unable to meet their obligations to these annuitants, any remaining liability would fall upon the respective insurance company subsidiaries. The subsidiary retains the credit risk in the unlikely event that the life insurance company defaults on its obligations to pay the annuity amounts.  The Directors believe that, having regard to the quality of the security of the life insurance companies, the possibility of a material liability arising in this way is very unlikely. The life companies will settle the liability directly with the claimants and no cash will flow through the Group. These have been shown as reducing the insurance companies' liabilities to reflect the substance of the transactions and to ensure that the disclosure of the balances does not detract from the users' ability to understand the Group's future cash flows.

Quest - Segregated Cells

In respect of the Quest group, the assets and liabilities of the segregated cells not owned by the Group and the profits and losses of each cell not owned by the Group are not available for use by Quest, nor the Group, and as such these balances are not included in the consolidated statement of financial position.  The amounts held on behalf of the segregated cells as at 30 June 2014 amounted to £41,025,000 (31 December 2013: £51,514,000).

Client monies

The Group holds regulated funds on behalf of clients and as these are not available for use by the Group, they are not included in the consolidated statement of financial position.  The amounts held as at 30 June 2014 amounted to £15,435,000 (31 December 2013: £19,629,000).

8.    Borrowings

The Company has entered into a guarantee agreement and debenture arrangement with its bankers, along with various of its subsidiaries in respect of the Group's overdraft and term loan facilities. The total liability to the bank at 30 June 2014 is £18,294,000 (31 December 2013: £17,572,000).

 

9.     Issued share capital

 

Issued share capital as at 30 June 2014 amounted to £1,435,524 (31 December 2013: £1,435,524).

 

10.  Contingencies and commitments

 

In connection with certain acquisitions the terms are subject to potential amendment which could give rise to an additional payment of £8.0m (31 December 2013: £8.3m).

 

12.  Goodwill

 

When testing for impairment of goodwill, the recoverable amount of each relevant cash generating unit is determined based on cash flow projections. These cash flow projections are based on the financial forecasts approved by management covering a five year period.  Management also consider the current net asset value and earnings of each cash generating unit.

No changes to the underlying assumptions have been made in the interim review.

The Group considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment.

 

13.  Related party transactions

 

The following Officers and connected parties received distributions during the period as follows:-

            


2014 

2013 


£ 

£ 

K E Randall and family

920,945

987,097 

A K Quilter and family

212,323

202,323 

T A Booth

32,987

M G Smith

1,250

1,250 

 

·          During the period the Group recharged expenses totalling £4,814,000 (2013: £4,453,000) to Lloyd's Syndicates, 102, 1897, 1991 and 3330 which are managed by the Group.

 

14.  Business combinations

 

Southern Illinois Land Company Inc.

On 24 June 2014 Grafton purchased the entire issued share capital of Southern Illinois Land Company Inc.

 a company incorporated in the US.  The Group owns 60% of Grafton.

 

The acquisition has been accounted for using the acquisition method of accounting.  After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the fair value of net assets acquired was £1,596,000.  Goodwill on bargain purchase of £1,596,000 arose. This goodwill on bargain purchase arises because the long tail nature of the liabilities cause significant problems for former owners such as tying up capital and lack of specialist staff. As a specialist service provider and manager, the Group is more efficient at managing such entities and former owners are prepared to sell at a discount on the fair value on the assets less liabilities

 

The following table shows the provisional fair value of assets and liabilities included in the consolidated Financial Statements at the date of acquisition.

 







Fair value







£000









Cash





3,086 


Technical provisions





(1,490)


Net assets acquired





1,596 









Satisfied by







Cash paid

 













Goodwill on bargain purchase





1,596 

 

Significant uncertainties arise in the quantification of the liabilities of the above company.  The Directors have estimated the fair value based on the currently available information and on assumptions which they believe to be reasonable.

 

Pender Mutual Insurance Company Limited

 

On 27 June 2014 the Group purchased the entire issued share capital of Pender Mutual Insurance Company Limiteda company incorporated in the Isle of Man.

 

The acquisition has been accounted for using the acquisition method of accounting.  After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the fair value of net assets acquired was £916,000.  Goodwill on bargain purchase of £916,000 arose. This goodwill on bargain purchase arises because insurance companies in run-off normally cause significant problems for former owners such as tying up capital and lack of specialist staff. As a specialist service provider and manager, the Group is more efficient at managing such entities.

 

The following table shows the provisional fair value of assets and liabilities included in the consolidated Financial Statements at the date of acquisition.







Fair value







£000









Cash





1,911 


Other creditors





(995)


Net assets acquired





916 









Satisfied by







Cash paid

 













Goodwill on bargain purchase





916 

 

Oval

 

On 30 June 2014 the Group purchased the entire issued share capital of Oval Financial Services Limited a company incorporated in England.

 

The acquisition has been accounted for using the acquisition method of accounting.  After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the fair value of net assets acquired was £2,826,000.  Goodwill on bargain purchase of £2,826,000 arose. This goodwill on bargain purchase arises because the Group is more efficient at managing such entities and former owners are prepared to sell at a discount on the fair value on the assets less liabilities

 

The following table shows the provisional fair value of assets and liabilities included in the consolidated Financial Statements at the date of acquisition.







Fair value







£000









Cash





8,368 


Debtors





239 


Deferred tax asset





455 


Trade liabilities





(4,970)


Other creditors





(1,266)


Net assets acquired





2,826 









Satisfied by







Cash paid

 













Goodwill on bargain purchase





2,826 

 

SRM

 

On 20 March 2014 the Group novated contracts from SEG Insurance Limited to the Group's owned cell in R&Q Quest (SAC) Ltd.

 

The acquisition has been accounted for using the acquisition method of accounting.  After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the fair value of net assets acquired was £325,000.  Goodwill on bargain purchase of £325,000 arose. This goodwill on bargain purchase arises because insurance companies in run-off normally cause significant problems for former owners such as tying up capital and lack of specialist staff. As a specialist service provider and manager, the Group is more efficient at managing such entities.

 

The following table shows the provisional fair value of assets and liabilities included in the consolidated Financial Statements at the date of acquisition.







Fair value







£000









Cash





721 


Technical provisions





(396)


Net assets acquired





325 









Satisfied by







Cash paid

 













Goodwill on bargain purchase





325 

 

The carrying value of the insurance liabilities is materially similar to their fair value and therefore no intangible asset is needed to be recognised in accordance with the accounting policy for goodwill.

 

 

14.  Non-controlling interests

 

Details of the non-controlling interest are included in the Chairman's statement.

 

 

15.  Events after the reporting date

 

On the 3 July 2014 a new bank facility with the Royal Bank of Scotland was entered into.  The facility provides a term loan of £22m, $8.4m term loan on completion of the Accredited acquisition and a further revolving credit facility for £8m.

 

On the 3 July 2014 the Group agreed to purchase 100% of the voting share capital of Accredited Holding Corporation, subject to consent from the Florida Office of Insurance Regulation.

 

 


This information is provided by RNS
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