Alea Group Holdings (Bermuda) Ltd.
Preliminary Results for the year ended 31 December 2003 - Part 3 of 7
London (ots)
FINANCE DIRECTOR'S REPORT
Performance Management
The highlights of the consolidated financial statements are as follows:
Summary of results 2003 2002 $ million Gross premiums written 1,300.2 931.6 Net premiums earned 858.5 518.1
Underwriting profit before change in
Claims
Equalisation Provision 27.7 (18.8)
Net investment income 52.4 46.4
Interest expense (4.7) (6.5)
Net realised and unrealised gains
on investment (17.0) 33.9
Change in Claims Equalisation
Provision (3.8) (2.4)
--------- ----------
Profit before tax 54.5 52.6
Tax (13.5) 2.0
--------- ----------
Profit after tax 41.0 54.6
Minority interest 7.5 -
--------- ----------
Profit attributable to
equity shareholders 48.5 54.6
--------- ----------Total net assets $725.4 $460.5
--------- ----------Per share data Number of shares in issue (m) (1) 174,707,415 106,094,720 Earnings per share - diluted $0.42 $0.51 Operating earnings per share -diluted $0.54 $0.24 Net asset value per share $4.15 $4.34
Return on equity (see note 7) 9.3% 12.4% Return on operating equity (see note 7) 12.0% 5.8%
Operating profit reconciliation Underwriting profit before Claims Equalisation Provision 27.7 (18.8) Allocated investment income at 4.5% 57.8 47.0 Interest expense (4.7) (6.5) ------------------------- --------- ---------- Operating profit before tax, based on longer-term investment return 80.8 21.6 ------------------------- --------- ----------
(1) 2002 adjusted for 19 :1 bonus share grant (comparable to 20 : 1 stock split)
In 2003 the Group successfully achieved its financial goals. Gross premiums written increased to 39.6% to $1,300.2 million from $931.6 million. The Group achieved an underwriting result before claims equalisation provision of $27.7 million which was approximately 10% better than its expectation and achieved net investment income of $52.4 million which was in line with expectations. Debt interest cost was $4.7 million reflecting the reduction in LIBOR rates year on year. The overall investment return of 3.0 % reflected the Group's focus on fixed income securities, which in a rising interest rate environment gave rise to net realised and unrealised losses of $17 million.
Profit before tax was $54.5 million compared to $52.6 million in 2002. Profit after tax was $41.0 million compared to $54.6 million in 2002.
The reduction in profit before and after tax was impacted by the net movement in realised and unrealised losses in 2003 of $17.0 million compared to a net gain in 2002 of $33.9 million. Alea has a conservative investment portfolio. The goal is to match assets and liabilities for currency and duration whilst minimising credit risk. This may well give rise to fluctuations in the short term performance of the portfolio which can be significant in terms of profit attributable to shareholders in any one period. For example, in the period from 1 January 2004 to 11 March 2004, Alea showed a change in invested asset value of $20.8 million comprising realised gains of $3.2 million and change in unrealised gains of $17.6 million. The company constantly reviews its approach to investment risk based on market conditions.
In 2003, in accordance with the recommendations of the ABI SORP for insurance companies listed on the London Stock Exchange, the Group included allocated investment income using a longer term rate of 4.5% in both 2002 and 2003 technical accounts. Use of this longer term rate gave rise to operating profits in 2003 of $80.8 million compared to $21.6 million in 2002.
The tax charges in both 2003 and 2002 are distorted by the application of deferred tax assets and the profit mix between territories. In 2002 the Group saw an overall tax credit as profits in London allowed for the recognition of additional deferred tax assets. In 2003 the tax charge similarly benefited from the recognition of the remaining Alea London deferred tax asset not previously recognised. However, a reduction in the rate at which the Swiss deferred tax asset was recognised and unrealised investment losses on the Bermudan portfolio have adversely affected the rate. The actual tax rates for both 2002 and 2003 are not indicative of the longer term rates which the Group believes should be achievable. The Group's goal is to arrange its affairs so that Alea Bermuda provides capacity to each insurance subsidiary within the Group and therefore shares in the underwriting result of each entity. To the extent that such business is profitable then this arrangement will have the effect of reducing the Group's overall tax rate. Conversely if such business is unprofitable then this intra-group reinsurance arrangement could limit the amount of tax relief available on such loss making business.
The Group made a $7.5 million gain on the purchase of the subordinated preferred shares issued by subsidiaries which has been included in the minority interest line of the profit and loss account.
Overall earnings per share were 42 cents compared to 51 cents in 2002. Operating earnings per share were 55 cents compared to 24 cents in 2002. Net assets per share were $4.15 compared to $4.34 as at year end 2002 adjusting for the 19 to 1 bonus share grant (comparable to 20 : 1 stock split). The reduction in book value per share was primarily a function of the dilution effect of the listing on the LSE on 19 November 2003.
Return on Equity
In calculating its return on equity, the Group has used the following formula:
Operating profits after tax divided by (Shareholders' equity including subordinated preferred at each of 1 July 2003 + 31 December 2003 excluding capital raised between 1 July 2003 and 31 December 2003)/2 + Adjusted Proceeds (as set out below)
Adjusted Proceeds are the net proceeds of the offering $221.2 million after the $42.5 million purchase of the subordinated preferred equity plus $1.9 million equity capital raised in the second half year primarily alongside the offering. The total $223.1 million proceeds were available for six weeks from 19 November 2003 to give additional weighted capital of $25.7 million in 2003.
On the above basis the Group achieved a return on equity of 9.3% during 2003 (2002: 12.4%). The actual profits are distorted by changes in realised and unrealised gains period on period which benefited the return on equity ratio in 2002 and adversely affected the return on equity in 2002. Operating return on equity increased 106.8% to 12.0% from 5.8% in 2002.
Underwriting performance
Gross premiums written increased by 39.6% to $1,300.2 million from $931.6 million in 2002. Net premiums written increased by 44% to $1,028.7 million from $708.2 million in 2002. Each operating segment grew substantially:
Alea London + 62.5% (40.0% excluding Bristol West) Alea North America + 19.4% Alternative Risk + 76.8% Alea Europe + 28.0% Total + 45.3%
The amount of business retained increased to 79.1% of gross premiums written compared to 76.0% in 2002. This small change masked two significant factors. A reduction in the percentage of premiums allocated to the Max Re contract, 7.6% of gross premiums written compared to 12.2% in 2002, was offset by the growth in reinsurance connected with AAR, where only 50.7% of gross premiums earned were retained net which is wholly in line with our expected business model for that line of business. Both of these factors are expected to continue to contribute to the retention ratio in 2004.
Net premiums earned increased by 65.7% influenced by the sharp increase in premiums written in 2002 which were translated into earned premiums in 2003. In all operating segments except Alea Europe where the majority of premiums incept on 1 January each year, the time lag between the written premium growth achieved in 2002, and how long it takes to earn those premiums through the income statement increased the earned growth rates compared to the written growth rates as follows:
Alea London + 84.6% (57.3% excluding Bristol West) Alea North America + 32.7% Alternative Risk + 343.9% Alea Europe + 23.5%
The growth in AAR is a function of the low earned premiums base in 2002 of only $22.0 million.
As the Group's business mix continued to develop the quantum of unearned premium reserves continued to increase. Gross unearned premium reserves as at 31 December 2002 were 53% of gross premiums written in 2003 compared to 51% in 2002 and 54% of net premiums written in 2003 compared to 53% in 2002.
Combined ratio
The core combined ratio comprises claims incurred net of reinsurance to net premiums earned (NPE) plus expenses before adjusting for the change in deferred acquisition costs less fee income less other technical charges as a percentage of net premium written (NPW). The expense ratio was 4.8 points lower at 31.5% in 2003 compared to 36.3% in 2002. Technical charges as a percentage of NPW are measured separately to derive the final combined ratio.
2003 2002 $'millions NPW 1,028.7 708.2 NPE 858.5 518.1
Claims incurred, net of reinsurance 528.7 321.9
Net operating expenses 285.5 204.0 Other technical income -2.4 -5.7 -------------------- ------- -------
283.1 198.3 Change in deferred acquisition costs 40.8 58.5 -------------------- ------- ------- Total net written expenses 324.0 256.8 -------------------- ------- -------
2003 2002 Claims incurred net of reinsurance to NPE ratio 61.6% 62.1% Total net written expenses to NPW 31.5% 36.3% ------------------------ ------ ------- Core combined ratio 93.1% 98.4% Other technical charges to NPW 1.8% 2.3% ------------------------ ------ ------- Combined ratio 94.9% 100.7% ------------------------ ------ -------
Impact of prior year reserve developments on incurred claims ratio
Prior year developments increased the claims incurred net of reinsurance loss ratio by 2.2 points in 2003 compared to 4.4 points in 2002 and are summarised by segment and underwriting year as follows:
Impact on loss ratio By Segment Group
Alea London 0.2 Alea Alternative Risk 0.2 Alea North America 2.6 Alea Europe -0.8 Total 2.2
Impact on loss ratio By underwriting year Group
1999 & prior 1.0 2000 1.8 2001 -0.5 2002 -0.1 Total 2.2
Further details of the underlying events which gave rise to these developments are set out in the Operating Review. In all operating segments the Group was pleased to note that where substantial reserve increases were required, the segment had usually already non-renewed the relevant policies as it positioned itself to towards its target customer and product segments. The Group is particularly pleased with the positive performance of Alea Europe and the continuing immaterial development in the Alea London 1999 and prior portfolio. Reserve development in North America was disappointing but limited to a small number of contracts which form part of the transition which the segment made in 2001 and 2000 from the portfolio originally available to it to the desired business classes made up of a shorter duration, less volatile blend of lower limit exposures.
Expenses
All expenses are allocated to individual business segments; however the Group monitors expenses for each profit and corporate cost centre. Because of the business model which the Group has adopted, ensuring that each local unit also incorporates some elements of group oversight and development, Corporate Centre costs are incurred in most of the locations in British Pounds, Swiss Francs and United States Dollars and are recharged to the various profit centre by cross charging mechanisms. In a rapidly growing environment the physical quantum of internal expense movement year on year is not meaningful. Instead the Group manages its expense base against the operational plans required to meet the next stage of development.
Measured against net premiums earned the net internal expense ratio improved 3.5 points to 10.2% compared to 13.7% in 2002 as the premium base of the Group expanded more rapidly than the administrative infrastructure. Measured against net premiums written the internal expense ratio improved 1.5 points to 8.5 % compared to 10.0% in 2003.
Reserves
The Group's provisions for gross claims outstanding excluding claims equalisation reserves increased by 24% to $1,398.6 million from $1,126.9 million. Net loss reserves (defined as the gross claims outstanding less the reinsurers' share of claims outstanding) increased by 38% to $672.0 million from $488.1 million. The ratio of gross loss reserves to gross premiums earned reduced to 126% in 2003 from 167% in 2002 as would be expected with a growing portfolio of business.
Invested assets and cash were 123.9% of gross claims reserves and 257.8% of net claims reserves, compared to 109.5% and 251.5% in 2002. These ratios were already strong by industry standards in 2002 before the public offering and demonstrate the strength and simplicity of the overall balance sheet.
The evaluation of required claims outstanding both gross and net of reinsurers' share is the most critical element of the Group's underwriting performance. The provision for claims outstanding is made on an individual case basis and is based on the estimated ultimate cost of all claims notified but not settled by the balance sheet date, together with the provision for related claims handling costs and net of salvage and subrogation recoveries. The provision also includes the estimated cost of claims incurred but not reported at the balance sheet date based on statistical methods together with an assessment of any related reinsurance recoveries. The Group follows robust quarterly processes worldwide to assess the amounts it believes it requires and employs independent consultants to consider these provisions on an annual basis. The last independent review was carried out by Deloitte & Touche as at 30 June 2003 as part of the public offering. Estimates of technical provisions for claims and related recoveries inevitably contain significant inherent uncertainties because significant periods of time may elapse between the occurrence of an incurred loss, the claim triggering the insurance or reinsurance, the reporting of that claim to the Group and the Group's payment of the claim and receipt of related reinsurance recoveries. Accordingly the cost of such claims cannot be known with certainty at the balance sheet date. Subsequent information and events may result in the ultimate liability being less than, or greater than, the amount provided. Adjustments to the amount of the provisions are reflected in the financial statements for the periods in which the adjustments are made.
Reinsurance recoverables
Reinsurance recoverables are analysed between the three large aggregate excess contracts with Inter-Ocean, Overseas Partners, and Max Re which are each significant contracts and other smaller reinsurances.
Inter-Ocean contract
The Inter-Ocean contract is an Adverse Loss Development and Aggregate Excess of Loss Reinsurance Agreement dated 18 May 2000 among Inter-Ocean Reinsurance Company Ltd. and Alea London Limited, Alea Europe Ltd and Alea (Bermuda) Ltd that provides cover to Alea Europe Ltd and Alea (Bermuda) Ltd of up to $125 million cover in excess of $500 million with 75% of losses in excess of $625 million up to $700 million with respect to underwriting years 1987 through 1999 with a maximum recoverable of $218.8 million for certain non life reserves, and cover to Alea London, Alea Europe and Alea (Bermuda) Ltd in excess of a loss ratio retention of 59% of net earned premium up to a maximum limit of 20% of net earned premium but not exceeding $107.8 million and subject to certain other retentions and sub-limits.
OPL contract
The OPL contract is an Adverse Loss Development Reinsurance Agreement between Alea London Limited and Overseas Partners Ltd. dated 31 December 1999 that provides cover of up to $85 million for business incepting on or prior to 31 December 1999 (but excluding certain specified risks such as asbestos) in excess of Alea London Limited's agreed retention of $101.9 million.
Max Re contract
The Max Re contract is an Excess of Loss Agreement effective 1 January 2001 among Max Re Ltd and Alea Europe Ltd, Alea London Limited, Alea North America Insurance Company, Alea (Bermuda) Ltd and Alea Group Holdings (Bermuda) Ltd that provides cover in respect of the period from 1 January 2001 through 31 December, 2003 for worldwide business written (with certain exceptions) on $1.578 billion of net earned premium during the period with a limit equal to the lesser of 16.5% of total net earned premium over the period or $285 million plus a catastrophe cover equal to 1.67% of total net earned premium over the period, with the cover subject to agreed loss ratio attachment points. Reinsurance recoverable - aggregate excess contracts:
$ million Amount Discount Net Amount Collateral
RecoverableInter-Ocean contract 196.2 - 11.9 184.3 139.0 OPL contract 84.3 - 84.3 60.9 Max Re contract 228.4 - 23.4 205.0 228.4
Both the Inter-Ocean contract and the OPL contract are collateralised through deposits received from reinsurers. The deposits increase each year through the allocation of other technical charges which were $19.0 and $16.7 million respectively in 2003 and 2002. The overall value of the reinsurance recovery under these contracts is reassessed each year and any adjustments made are processed through the profit and loss account as increases or reductions to the change in reinsurers' share of provision for claims. These contracts were also the subject of a prior year adjustment in 2003 which is detailed in the accounting policies section of this report.
The Max Re contract is collateralised through trust funds and letters of credit which do not appear on Alea's balance sheet but which provide security for the amounts due to Alea by that company. The trust funds are held in AA rated securities. In addition all unearned premiums paid by Alea to Max Re are also collateralised through trust funds.
Excluding the above contracts the reinsurers' share of claims outstanding in respect of the other reinsurance contracts at 31 December 2003 was $252.9 million (2002: $238.6 million). The Group analyses potential doubtful debts carefully and holds a provision of $7.7 million (2002: $7.2 million) the majority of which is in Alea London, relating to the business written prior to the Group's acquisition of Alea London in 2000. In addition the Group holds offsetting balances of $96.4 million (2002: $70.3 million) made up of collateral provided by the reinsurer or amounts payable to the same reinsurer leaving total net balances due of $156.5 million at 31 December 2003 (2002 $168.3 million) which represents 22% of shareholders funds, a significant improvement compared to 34 % in 2002.
As of 31 December 2003, 89% (2002 95%) of the net balances due are in respect of entities rated A and above, of which 5% (2002 6%) is with AAA rated entities, 23% (2002 47%) is in respect of AA rated entities and 61% (2002 42%) is in respect of A rated entities. The ten largest ten reinsurers had net amounts due ranging from $5.7 million to $21.4 million and were all rated A or above.
Recent years have seen a substantial reduction in credit quality for the entire industry. In the twelve month period to 31 December 2003, there were more than 450 downgrades of industry participants (during 2002: 870) by Standard & Poor's' alone. The Group's reinsurance security profile has been affected by these industry changes. For 2002, following the settlement of a number of large claims, the net balance due from reinsurers rated BBB or lower reduced from 20% to 5% of the total reinsurance recoverable. Reinsurers rated BBB or lower have increased from 5% to 11% for the twelve month period to 31 December 2003 as a result of rating downgrades. The three largest net balances due from BBB or lower reinsurers are $3.8 million (2.2%) from Sorema (BBB), $ 2.9 million (1.9%) from Baloise (BBB), and $1.6 million (1.1%) from Trenwick (NR) against which the Group provides $0.3 million doubtful debt reserve. No other reinsurer rated BBB or below accounted for more than $0.7 million of net balances due at 31 December 2003.
Capital Management
Investment management
I am pleased to report that Alea had no write-offs on its investment portfolio. During a year which has seen a number of insurance companies write-off significant amounts of their investment portfolio due to some significant corporate failures and reductions in credit quality this is a significant achievement and vindicates our conservative investment strategy.
The Group's investment strategy emphasises a high quality diversified portfolio of liquid investment grade fixed income securities as a method of preserving equity capital and prompt claim payment capability. The investment portfolio does not currently consist of equity or real estate investments. The Group utilises recognised external expert investment managers to invest its assets. The Investment Committee establishes the Group's investment policies and creates guidelines for its external investment managers. These guidelines specify criteria on the overall credit quality and liquidity characteristics of the portfolio and include limitations on the size of certain holdings as well as restrictions on purchasing certain types of securities
At 31 December 2003, fixed income securities and deposits at credit institutions comprised $1,582.2 million an increase of 42.9% since 31 December 2002. The Group's fixed income portfolio consisted of US and non-US sovereign government obligations, corporate bonds and other securities all of which were rated A or better and 98.4% were rated AA or better by either Standard & Poor's or Moody's. The portfolio had a weighted average rating of AAA based on ratings assigned by Standard & Poor's or Moody's. Other than with respect to US, Canadian and European Union government and agency securities, the Group's investment guidelines limit its aggregate exposure to any single issuer to 5% of its portfolio. All securities must be rated A or better at the time of purchase and the weighted average rating requirement of the Group's portfolio is AAA. At 31 December 2003, the Group did not have an aggregate exposure to any single issuer of more than 4.7% (GE Capital) of its shareholders' equity, other than with respect to US, Canadian and European Union government and agency securities.
Depending upon the duration of the liabilities supported by a particular portfolio, the Group's portfolio investment duration targets may range from three to five years. The duration of an investment is based on the maturity of the security and also reflects the payment of interest and the possibility of early principal payment of such security. The Group seeks to utilise investment benchmarks that reflect this duration target. The Investment Committee periodically revises the Group's investment benchmarks based on business and economic factors including the average duration of the Group's potential liabilities. At 31 December 2003, the Group's investment assets had an effective duration of approximately three and a quarter years, which approximates the duration of its liabilities.
The Group's investment assets are subject to interest rate risk. The Group's interest rate risk is concentrated in the United States and Europe and is highly sensitive to many factors, including governmental monetary polices and domestic and international economic and political conditions. The estimated potential exposure to one percentage point increase of the yield curve would be a reduction in fixed income assets of $47.7 million.
The Group continued its conservative investment strategy following the sale of its equity portfolio in May 2000. This strategy reflected our perception of the increased risk in equity and bond markets over the period coupled with our desire to utilise our capital primarily to take underwriting risk. In 2003 we achieved a total return on the investment portfolio of 3.0% (2002: 7.4%). The investment return comprised 4.4% (2002: 4.4%) investment income, 0.9% (2002: 0.8%) realised gains and -2.3% (2002: 2.2%) unrealised gains on average invested assets of $1,294 m (2002: $1,119m). The total return for an investment portfolio is a combination of price and income return. Price return is affected by movements in interest rates whereas income return is affected by the level of interest rates. The lower total return period over period was a result of negative price return due to increases in US interest rates from 31 December 2002 on a portfolio weighted basis and a lower income return due to lower level of interest rates during 2003 for the portfolio.
In 2003 in conformity with other LSE listed insurance companies we have allocated an assumed investment return rate to the underwriting result in respect of both 2003 and 2002. The return rate we have chosen is 4.5% and reflects our heavy weighting in fixed income investments. The Group continues to explore investment strategies which have the potential to deliver incremental returns to fixed income investments, however our overall investment risk appetite will remain low.
There is a floating pledge over certain investments for the issuance, in the normal course of business, of letters of credit. As at 31 December 2003 the pledge covered total investment assets of $227.6 million compared to $175.7 million as at 31 December 2002. In addition $ 19.8 million (31 December 2002 $11.1 million) is held as statutory deposits for local regulators and a further $540.5 million (31 December 2002 $402.0 million) is held in trust for the benefit of holders of North American policy holders which includes $185.4 million (31 December 2002 $ 46.3 million) that Alea (Bermuda) Ltd has placed in trust on behalf of Alea North American Insurance Company under the quota share arrangements between these two companies.
Included within ''Debt securities unit trusts listed'' as at 31 December 2003 the Group held Societe d'Investissement a Capital Variable (SICAV) of $34.1million (31 December 2002: $21.7 million) pledged for the benefit of French and Belgian Cedants. These SICAVs are mutual funds invested in European fixed income securities which average credit quality of AA and duration of approximately 5 years.
Equity finance
The Group successfully listed on the LSE on 19 November 2003. The initial public offering raised total net proceeds of $263.7 million. None of the equity shareholders sold any stock in the offering.
As at 31 December 2003, 38.7% of the Group's stock was publicly held as set out in the table below:
No. of Shares Ownership % Fully Diluted Fully Diluted
Held Ownership %KKR & related
parties 70,740,080 40.5% 70,740,080 38.0%
Management 4,199,835 2.4% 15,429,235 8.3%
Other
Investors 32,193,500 18.4% 32,193,500 17.3%
Publicly Held 67,574,000 38.7% 67,574,000 36.3%
-------- --------- -------- ---------
174,707,415 100.0% 185,936,815 100.0%
-------- --------- -------- ---------Other investors invested in Alea during the capital enhancement program in 2001. KKR and related parties and other investors entered into Lock up agreements for a period of six months from 19 November 2003. Management have a twelve month lock up subject to prorate sell-down rights in the event of an offering of KKR shares prior to 19 November 2004.
A portion of the net proceeds of $263.7 million were used to purchase $50 million subordinated preferred shares from a third party shareholder for $42.5 million. The majority of the remainder was used to inject capital to support business growth in the Group's insurance subsidiaries as set out in the following table below, the balance being retained for general corporate purposes.
Use of proceeds $ million
Alea North America 157.0
Alea Europe 30.0
Alea London 10.2
Alea Bermuda 12.4
209.6
Purchase of subordinated preferred shares 42.5
General corporate purposes 11.6
Total 263.7Debt finance
Alea Group Holdings AG (AGHAG), a Swiss wholly owned subsidiary of the Group entered into term loan facilities which comprise three elements; Term "A" facility of CHF 100 million repayable in annual tranches in 2002 to 2004 with the balance due in 2005; Revolving credit facility of up to CHF 100 million which it can draw down until the expiry of the Term "A" Loan; and Term "B" facility providing incremental debt of $75 million on a non amortising basis repayable in 2007.
The Group had total debt finance as at 31 December 2003 of $178.3 million (2002: $168.5 million). The increase year-on-year is solely due to the change in exchange rates between the Swiss Franc and the United States Dollar. Funds under the revolver have been utilised to repay the Term A amounts due in 2003. The total amount remaining available under the revolver facility was $30.7 million at 31 December 2003.
The loan facilities include certain restrictive covenants which were comfortably met in 2003.
Total loan repayments under the above facilities fall due as follows:
Year ended 31
December
$ million
2004 12.9
2005 92.9
2006 -
2007 75.0
Total before capital raising expenses 180.8
Capitalised debt raising expenses (2.4)
Total 178.4Part 4 follows