Helios Underwriting plc
("Helios Underwriting" or the "Company")
Interim results for the six months ended 30 June 2017
Helios Underwriting plc, which provides investors with a limited liability direct investment into the Lloyd's insurance market, announces its unaudited results for the six months ended 30 June 2017.
The summary is as follows:
• Operating profits of £365,000 (30 June 2016 - £821,000)
• Earnings per share has reduced to 2.03p per share (30 June 2016 restated - 8.44p)
• Adjusted Net Asset Value per share is £1.93p per share (30 June 2016 - £2.00 per share)
SUMMARY FINANCIAL INFORMATION |
|||
|
6 months to 30th June |
Year ended 31st December |
|
|
2017 £000's |
Restated 2016 £000's |
2016 £000's |
|
|
|
|
Underwriting profits |
1,070 |
1,283 |
2,208 |
Other Income |
391 |
429 |
904 |
Costs |
(1,096) |
(891) |
(1,778) |
Profit for the year before impairment and goodwill |
365 |
821 |
1,334 |
Profit after tax |
297 |
886 |
713 |
|
|
|
|
Earnings per share |
2.03p |
8.44p |
6.22p |
Adjusted Net Asset Value per Share |
£1.93 |
£2.00 |
£1.96 |
Note: The comparative figures for the period to 30thJune 2016 have been re-stated to include the "Other Comprehensive Income" as an underwriting profit to reflect the disclosure as at 31st December 2016.
Interim results to 30th June 2017
The underwriting conditions have remained difficult with profit margins continuing to be squeezed. The profits for the half year have been impacted by the following factors:
· The underwriting profits from the net retained capacity of Helios have reduced as a result of lower recognition of profits for the more mature years of account, in comparison to the position last year, and as the level of Helios retained capacity was lower than the comparative position.
· Operating costs have increased as a loss on the conversion of the US$ profits to sterling received in the distribution from the 2014 underwriting year was realized. The other costs including reinsurance costs are in line with expectations and we continue to benefit from the fees and profit commissions payable by the quota share reinsurers.
· The tax charge no longer benefits from tax losses carried forward.
· The Adjusted Net Asset Value per share is £1.93 per share (June 2016 - £2.00 per share) and has reduced following the payment of the final dividend of 5.5p per share for the year ended 31st December 2016.
· The earnings per share of 2.03p (2016: 8.44p) has been impacted by the lower after tax profits and the additional shares in issue following the placing in October 2016.
Recent Catastrophe Events
The catastrophe loss activity in the second half of 2017 has been substantial. To date there have been four major insured losses in the US, Caribbean, Mexico and Puerto Rico, the latter being the largest insured loss. Although initial market wide estimates of insured losses have been announced, it is too early to assess both whether these are accurate and the extent of the potential effect on the Helios portfolio in terms of net losses to be recognized for 2017 underwriting year. The Board expects that the reinsurance arrangements put in place by Helios will limit the losses recognized from these events. We continue to reduce our exposure on the most recent underwriting year by 70% through quota share reinsurance. Stop loss reinsurance has been bought to limit the Group's exposure in the event of large underwriting losses. These reinsurances have been in place for a number of years to assist both in the funding of substantial losses and reduce the impact on capital.
The Board currently expects that the syndicate results for the 2015 and 2016 underwriting years will exceed current mid-point forecasts published by the managing agents, which should make a meaningful contribution to the Helios full year results whilst it is expected that the 2017 underwriting year at the 12-month stage will result in a significant loss that will be mitigated by the Helios reinsurance programs in place.
Capacity acquired
We have completed four transactions in 2017 so far, acquiring £3.7m of capacity for the 2017 year of account for a total consideration of £4.3m at an average discount to the Humphrey value of 6.8% Value expectations of vendors of LLV's continued to exceed fair value in our estimation. The increase in the capacity for the 2014 to 2017 years of account is shown below
|
Year of account - £m |
|||
2014 |
2015 |
2016 |
2017 |
|
Capacity at 1 January |
35.5 |
32.2 |
33.7 |
32.6 |
Acquired during the year |
2.1 |
3.4 |
3.5 |
3.7 |
Capacity at 28th September |
37.6 |
35.6 |
37.2 |
36.3 |
Helios Retained Capacity |
22.3 |
19.1 |
14.0 |
11.0 |
Increase in retained capacity from Quota Share Commutation |
- |
- |
3.3 |
- |
Adjusted Retained Capacity |
22.3 |
19.1 |
17.3 |
11.0 |
|
|
|
|
|
Proportion of Capacity retained |
59% |
54% |
47% |
30% |
In August 2017 we increased the retained capacity on the 2016 underwriting year by £3.3m as certain quota contracts with capital providers for 2016 underwriting year of account have been commuted. This commutation is in-line with the Helios strategy of increasing the "off risk" capacity and this additional capacity should benefit the earnings in calendar year 2018.
Our strategy of building the portfolio of syndicate capacity continues to rely on the flow of vehicles for sale at reasonable prices. We continue to remain selective on the vehicles acquired and several vehicles have been sold recently at prices which were unattractive to us.
The Lloyds' capacity auctions are scheduled for mid-November in 2017 and, although the recent major insured losses should affect the capacity values, it is expected that there will continue to be strong demand for the top syndicates that make up a significant proportion of the Helios Capacity Fund.
For further information please contact:
Helios
Nigel Hanbury - Chief Executive 020 7863 6655 / nigel.hanbury@huwplc.com
Arthur Manners - Chief Financial Officer 07754 965 917
Stockdale Securities
Robert Finlay 020 7601 6100
David Coaten
Financial results summary
Six months ended 30 June 2017
|
6 months to 30 June 2017 |
6 months to 30 June 2016 |
Year to 31 December 2016 |
|
|
|
|
Underwriting profits |
1,070 |
1,283 |
2,208 |
Other Income |
|
|
|
Fees from reinsurers |
233 |
331 |
557 |
Investment income |
158 |
98 |
347 |
Total Other Income |
391 |
429 |
904 |
Costs |
|
|
|
Pre - acquisition |
(126) |
(133) |
(63) |
Stop loss costs |
(113) |
(121) |
(248) |
Operating costs |
(857) |
(637) |
(1467) |
Total Costs |
(1,096) |
(891) |
(1,778) |
Profit for the year |
365 |
821 |
1,334 |
Impairment charge |
8 |
39 |
(555) |
Tax |
(76) |
26 |
(66) |
Retained Profit |
297 |
886 |
713 |
Period to 30th June 2017
Underwriting Year |
Helios retained capacity at 30 June 2017 £m |
Portfolio mid point forecasts |
Total profit currently estimated £'000 |
% earned in the 2017 half year calendar |
Helios Profits £'000 |
2015 |
18.5 |
10.8% |
2,002 |
26% |
518 |
2016 |
13.3 |
3.8% |
501 |
141% |
707 |
2017 |
11.2 |
N/A |
|
|
(155) |
|
|
|
|
|
1,070 |
Period to 30th June 2016
Underwriting Year |
Helios retained capacity at 30 June 2016 £m |
Portfolio mid point forecasts |
Total profit currently estimated £'000 |
% earned in the 2017 half year calendar |
Helios Profits £'000 |
2014 |
19.5 |
11.3% |
2,205 |
38% |
841 |
2015 |
15.1 |
7.2% |
1,090 |
60% |
651 |
2016 |
9.8 |
N/A |
|
|
(209) |
|
|
|
|
|
1,283 |
Year to 31 December 2016
Underwriting Year |
Helios retained capacity at 31 December 2016 £m |
Portfolio mid point forecasts |
Total profit currently estimated £'000 |
% earned in the 2017 half year calendar |
Helios Profits £'000 |
2014 |
20.6 |
15,5% |
3,193 |
52% |
1,661 |
2015 |
16.1 |
8.2% |
1,314 |
79% |
1,031 |
2016 |
10.8 |
N/A |
|
|
(484) |
|
|
|
|
|
2,208 |
Summary Balance Sheet
The summary Group balance sheet excludes items relating to syndicate participations. See Note 15 for further information.
|
6 Months to June 2017 £'000 |
6 Months to June 2016 £'000 |
Year to 31 December 2016 £'000 |
Intangible assets |
12,495 |
10,906 |
10,732 |
Funds at Lloyd's |
6,884 |
4,954 |
4,083 |
Other cash |
5,832 |
2,975 |
7,229 |
Other assets |
2,382 |
1,304 |
3,480 |
Total assets |
27,594 |
20,139 |
25,524 |
Deferred tax |
2,943 |
3,002 |
3,581 |
Other liabilities |
5,903 |
4,722 |
4,618 |
Total liabilities |
8,846 |
7,724 |
8,199 |
Syndicate equity |
3,253 |
4,369 |
5,194 |
Total equity |
22,001 |
16,784 |
22,519 |
Summary Group Cash Flow
The summary group cash flow sheet excludes items relating to syndicate participations. See Note 15 for further information.
|
6 months to 30 June 2017 £'000 |
6 months to 30 June 2016 £'000 |
Year to 31 December 2016 £'000 |
|
|
|
|
Opening Balance (free cash) |
7,230 |
2,972 |
2,972 |
|
|
|
|
Income |
|
|
|
Acquired on acquisition |
237 |
577 |
413 |
Distribution of profits (net of tax retentions) |
4,490 |
3,378 |
3,378 |
Transfers from Funds at Lloyds' |
66 |
2,258 |
3,775 |
Investment income |
25 |
28 |
271 |
Other income |
- |
- |
5,722 |
Sale of investments |
- |
- |
- |
Transfers from PTF accounts (early release) |
- |
- |
- |
|
|
|
|
Expenditure |
|
|
|
Operating costs (inc Hampden / Nomina fees) |
(647) |
(250) |
(815) |
Reinsurance Cost |
(115) |
(237) |
(237) |
Payments to QS reinsurers |
- |
- |
(741) |
Acquisition of LLV's |
(4,080) |
(4,885) |
(5,592) |
Transfers to Funds at Lloyds' |
(560) |
(861) |
(1,524) |
Tax |
(2) |
(5) |
(95) |
Dividends paid |
(812) |
- |
(299) |
Closing balance |
5,832 |
2,975 |
7,230 |
Interim condensed consolidated statement of comprehensive income
Six months ended 30 June 2017
|
Note |
6 months ended 30 June 2017 Unaudited £'000 |
Restated 6 months ended 30 June 2016 Unaudited £'000 |
12 months ended 31 December 2016 Audited £'000 |
Gross premium written |
4 |
17,061 |
17,585 |
31,307 |
Reinsurance premium ceded |
|
(5,119) |
(4,710) |
(7,772) |
Net premium written |
4 |
11,942 |
12,875 |
23,535 |
Change in unearned gross premium provision |
5 |
(432) |
(4,343) |
(826) |
Change in unearned reinsurance premium provision |
5 |
771 |
1,650 |
199 |
|
5 |
339 |
(2,693) |
(627) |
Net earned premium |
3,4 |
12,281 |
10,182 |
22,908 |
Net investment income |
6 |
581 |
528 |
885 |
Other income |
|
255 |
546 |
2,134 |
Revenue |
|
13,117 |
11,256 |
25,927 |
Gross claims paid |
|
(8,108) |
(5,769) |
(13,355) |
Reinsurers' share of gross claims paid |
|
1,038 |
745 |
2,472 |
Claims paid, net of reinsurance |
|
(7,070) |
(5,024) |
(10,883) |
Change in provision for gross claims |
5 |
(1,810) |
(183) |
(3,826) |
Reinsurers' share of change in provision for gross claims |
5 |
678 |
(2,040) |
1,904 |
Net change in provision for claims |
5 |
(1,132) |
(2,223) |
(1,922) |
Net insurance claims and loss adjustment expenses |
4 |
(8,202) |
(7,247) |
(12,805) |
Expenses incurred in insurance activities |
|
(3,967) |
(2,808) |
(10,819) |
Other operating expenses |
|
(583) |
(380) |
(969) |
Operating expenses |
|
(4,550) |
(3,188) |
(11,788) |
Operating profit before goodwill and impairment |
4 |
365 |
821 |
1,334 |
Goodwill on bargain purchase |
12 |
- |
- |
- |
Impairment of goodwill |
12 |
- |
- |
- |
Impairment of syndicate capacity |
|
8 |
39 |
(555) |
Profit before tax |
|
373 |
860 |
779 |
Income tax charge |
7 |
(76) |
26 |
(66) |
Profit for the period |
|
297 |
886 |
713 |
Other comprehensive income |
|
|
|
|
Foreign currency translation differences |
|
- |
- |
- |
Income tax relating to the components of other comprehensive income |
|
- |
- |
|
Other comprehensive income for the period, net of tax |
|
- |
- |
- |
Total other comprehensive income for the period |
|
297 |
886 |
713 |
|
|
|
|
|
|
|
|
|
|
Profit for the period attributable to owners of the Parent |
|
297 |
886 |
713 |
Total comprehensive income for the period attributable to owners of the Parent |
|
297 |
886 |
713 |
Earnings per share attributable to owners of the Parent |
|
|
|
|
Basic and diluted |
8 |
2.03p |
8.44p |
6.22p |
The profit attributable to owners of the Parent and earnings per share set out above are in respect of continuing operations.
The notes are an integral part of these Financial Statements.
Interim condensed consolidated statement of financial position
Six months ended 30 June 2017
|
Note |
6 months ended 30 June 2017 Unaudited £'000 |
Restated 6 months ended 30 June 2016 Unaudited £'000 |
12 months ended 31 December 2016 Audited £'000 |
Assets |
|
|
|
|
Intangible assets |
|
12,495 |
10,907 |
10,732 |
Financial assets at fair value through profit or loss |
|
43,886 |
38,004 |
45,580 |
Reinsurance assets: |
|
|
|
|
- reinsurers' share of claims outstanding |
5 |
8,840 |
7,689 |
9,674 |
- reinsurers' share of unearned premium |
5 |
3,976 |
3,527 |
2,548 |
Other receivables, including insurance and reinsurance receivables |
|
28,967 |
28,579 |
30,243 |
Deferred acquisition costs |
|
4,218 |
4,204 |
4,255 |
Prepayments and accrued income |
|
364 |
414 |
187 |
Cash and cash equivalents |
|
6,853 |
5,668 |
6,212 |
Total assets |
|
109,599 |
98,992 |
109,431 |
Liabilities |
|
|
|
|
Insurance liabilities: |
|
|
|
|
- claims outstanding |
5 |
45,772 |
43,060 |
50,087 |
- unearned premium |
5 |
19,193 |
18,054 |
16,821 |
Deferred income tax liabilities |
|
2,943 |
3,002 |
3,581 |
Other payables, including insurance and reinsurance payables |
|
15,273 |
13,948 |
14,708 |
Accruals and deferred income |
|
4,417 |
4,144 |
1,715 |
Total liabilities |
|
87,598 |
82,208 |
86,912 |
Equity |
|
|
|
|
Equity attributable to owners of the Parent: |
|
|
|
|
Share capital |
11 |
1,460 |
1,050 |
1,460 |
Share premium |
11 |
15,387 |
9,901 |
15,399 |
Retained earnings |
|
5,154 |
5,833 |
5,660 |
Total equity |
|
22,001 |
16,784 |
22,519 |
Total liabilities and equity |
|
109,599 |
98,992 |
109,431 |
Interim condensed consolidated statement of changes in equity
Six months ended 30 June 2017
|
|
|
Attributable to owners of the Parent Restated |
||||
Consolidated |
Note |
Share capital £'000 |
Share premium £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total £'000 |
|
At 1 January 2017 |
|
1,460 |
15,399 |
- |
5,660 |
22,519 |
|
Total comprehensive income for the year: |
|
|
|
|
|
|
|
Profit for the year |
|
- |
- |
- |
297 |
297 |
|
Other comprehensive income, net of tax |
|
- |
- |
|
|
|
|
Total comprehensive income for the year |
|
- |
- |
- |
297 |
297 |
|
Transactions with owners: |
|
|
|
|
|
|
|
Dividends paid |
|
- |
- |
- |
- |
- |
|
Other |
|
- |
(12) |
- |
(803) |
(815) |
|
Total transactions with owners |
|
- |
(12) |
- |
(803) |
(815) |
|
At 30 June 2017 |
|
1,460 |
15,387 |
- |
5,154 |
22,001 |
|
At 1 January 2016 |
|
1,050 |
9,901 |
- |
5,472 |
16,423 |
|
Total comprehensive income for the year: |
|
|
|
|
|
|
|
Profit for the year |
|
- |
- |
- |
886 |
886 |
|
Other comprehensive income, net of tax |
|
- |
- |
- |
- |
- |
|
Total comprehensive income for the year |
|
- |
- |
- |
886 |
886 |
|
Transactions with owners: |
|
|
|
|
|
|
|
Dividends paid |
|
- |
- |
- |
(525) |
(525) |
|
Share issue |
|
- |
- |
- |
- |
- |
|
Total transactions with owners |
|
- |
- |
- |
(525) |
(525) |
|
At 30 June 2016 |
|
1,050 |
9,901 |
- |
5,833 |
16,784 |
|
At 1 January 2016 |
|
1,050 |
9,901 |
- |
5,472 |
16,423 |
|
Total comprehensive income for the year: |
|
|
|
|
|
|
|
Profit for the year |
|
- |
- |
- |
713 |
713 |
|
Other comprehensive income, net of tax |
|
- |
- |
- |
- |
- |
|
Total comprehensive income for the year |
|
- |
- |
- |
713 |
713 |
|
Transactions with owners: |
|
|
|
|
|
|
|
Dividends paid |
|
- |
- |
- |
(525) |
(525) |
|
Share issue |
|
410 |
5,498 |
- |
- |
5,908 |
|
Total transactions with owners |
|
410 |
5,498 |
- |
(525) |
5,383 |
|
At 31 December 2016 |
|
1,460 |
15,399 |
- |
5,660 |
22,519 |
|
Interim condensed consolidated statement of cash flows
Six months ended 30 June 2017
|
Note |
6 months ended 30 June 2017 Unaudited £'000 |
Restated 6 months ended 30 June 2016 Unaudited £'000 |
12 months ended 31 December 2016 Audited £'000 |
Cash flows from operating activities |
|
|
|
|
Profit before tax |
|
373 |
914 |
779 |
Adjustments for: |
|
|
|
|
Other comprehensive income, gross of tax |
|
- |
- |
- |
Interest received |
|
(2) |
(4) |
(113) |
Investment income |
6 |
(526) |
(424) |
(594) |
Goodwill on bargain purchase |
12 |
|
- |
- |
Impairment of goodwill |
12 |
|
- |
- |
(Profit)/loss on sale of intangible assets |
|
|
- |
(94) |
Impairment of intangible assets |
|
(8) |
(39) |
555 |
Goodwill on acquisition |
|
(134) |
(449) |
- |
Changes in working capital: |
|
|
|
|
- change in fair value of financial assets held at fair value through profit or loss |
6 |
(105) |
(50) |
(256) |
- (increase)/decrease in financial assets at fair value through profit or loss |
|
5,835 |
(409) |
(6,825) |
- (increase)/decrease in other receivables |
|
5,636 |
(3,234) |
(3,848) |
- (increase)/decrease in other payables |
|
(463) |
4,114 |
3,090 |
- net (increase)/decrease in technical provisions |
|
(7,017) |
5,236 |
8,361 |
Cash generated/(utilised) from operations |
|
3,589 |
5,655 |
1,055 |
Income tax paid |
|
2 |
2 |
(15) |
Net cash inflow from operating activities |
|
3,591 |
5,657 |
1,040 |
Cash flows from investing activities |
|
|
|
|
Interest received |
|
2 |
4 |
113 |
Investment income |
|
526 |
424 |
594 |
Purchase of intangible assets |
|
- |
- |
(6) |
Proceeds from disposal of intangible assets |
|
- |
- |
137 |
Acquisition of subsidiaries, net of cash acquired |
|
(3,478) |
(4,051) |
(4,723) |
Net cash inflow from investing activities |
|
(2,950) |
(3,623) |
(3,885) |
Cash flows from financing activities |
|
|
|
|
Net proceeds from issue of ordinary share capital |
|
- |
- |
5,722 |
Dividends paid to owners of the Parent |
|
- |
- |
(299) |
Net cash outflow from financing activities |
|
- |
- |
5,423 |
Net increase in cash and cash equivalents |
|
641 |
2,034 |
2,578 |
Cash and cash equivalents at beginning of period |
|
6,212 |
3,634 |
3,634 |
Cash and cash equivalents at end of period |
|
6,853 |
5,668 |
6,212 |
Cash held within the syndicates' accounts is £4,439,000 (2016: £3,456,000) of the total cash and cash equivalents held at the period end of £6,853,000 (2016: £5,668,000). The cash held within the syndicates' accounts is not available to the Group to meet its day-to-day working capital requirements.
Cash and cash equivalents comprise cash at bank and in hand.
Notes to the financial statements
Six months ended 30 June 2017
1. General information
The Company is a public limited company quoted on AIM. The Company was incorporated in England, is domiciled in the UK and its registered office is 40 Gracechurch Street, London EC3V 0BT. The Company participates in insurance business as an underwriting member at Lloyd's through its subsidiary undertakings.
2. Accounting policies
Basis of preparation
The Condensed Consolidated Interim Financial Statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) and in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.
The Condensed Consolidated Interim Financial Statements are prepared for the six months ended 30 June 2017.
The Condensed Consolidated Interim incorporate the Financial Statements of Helios Underwriting plc, the Parent Company, and its directly and indirectly held subsidiaries being Hampden Corporate Member Limited, Nameco (No. 365) Limited, Nameco (No. 605) Limited, Nameco (No. 321) Limited, Nameco (No. 917) Limited, Nameco (No. 229) Limited, Nameco (No. 518) Limited, Nameco (No. 804) Limited, Halperin Underwriting Limited, Bernul Limited, Dumasco Limited, Nameco (No. 311) Limited, Nameco (No. 402) Limited, Updown Underwriting Limited, Nameco (No. 507) Limited, Nameco (No. 76) Limited, Kempton Underwriting Limited, Devon Underwriting Limited, Nameco (No 346) Limited, Pooks Limited, Charmac Underwriting Limited, Nottus (No 51) Limited, Helios UTG Partner Limited, Nomina No 035 LLP, Nomina No 342 LLP, Nomina No 380 LLP, Nomina No 372 LLP and Salviscount LLP. (Note 10).
The Condensed Consolidated Interim Financial Statements for the six months ended 30 June 2017 and 2016 are unaudited, but have been subject to review by the Group's auditors. The Condensed Consolidated Interim Financial Statements have been prepared in accordance with the accounting policies adopted for the year ended 31 December 2016.
The underwriting data on which these Condensed Consolidated Interim Financial Statements are based upon has been supplied by the managing agents of those syndicates which the Group supports. The data supplied is the 100% figures for each syndicate. The Group has applied its share of the syndicate participations to the gross figures to derive its share of the syndicates transactions, assets and liabilities.
Significant accounting policies
The Condensed Consolidated Interim Financial Statements have been prepared under the historical cost convention. The same accounting policies, presentation and methods of computation are followed in these Condensed Consolidated Interim Financial Statements as were applied in the preparation of the Group Financial Statements for the year ended 31 December 2016. The new standards and amendments to standards and interpretations effective after 1 January 2017, as disclosed in the Annual Report for the year ended 31 December 2016, have not had a significant impact on the Condensed Consolidated Interim Financial Statements at 30 June 2017.
New standards effective from 1 January 2017:-
- IAS 7 Amendment: Disclosure initiative. (EU effective date: 1 January 2017); and
- IAS 12 Amendment: Recognition of deferred tax assets for unrealised losses. (EU effective date: 1 January 2017); and
- IFRS 2014-2016 annual improvement cycle, IFRS 12 Disclosure of Interests in Other Entities. (EU effective date: 1 January 2017)
These amendments will not result in any material impact on the interim financial statements of the group and there have been no amendments to the Group's accounting policies as a result of the new standards listed above.
3. Segmental information
Nigel Hanbury is the Group's chief operating decision-maker. He has determined its operating segments based on the way the Group is managed, for the purpose of allocating resources and assessing performance.
The Group has three segments that represent the primary way in which the Group is managed, as follows:
• syndicate participation;
• investment management; and
• other corporate activities.
6 months ended 30 June 2017 Unaudited |
Syndicate participation £'000 |
Investment management £'000 |
Other corporate activities £'000 |
Total £'000 |
Net earned premium |
13,738 |
- |
(1,457) |
12,281 |
Net investment income |
446 |
135 |
- |
581 |
Other income |
- |
- |
255 |
255 |
Net insurance claims and loss adjustment expenses |
(8,203) |
- |
1 |
(8,202) |
Expenses incurred in insurance activities |
(2,987) |
- |
(980) |
(3,967) |
Other operating expenses |
- |
- |
(583) |
(583) |
Goodwill on bargain purchase |
- |
- |
- |
- |
Impairment of goodwill |
- |
- |
- |
- |
Impairment of syndicate capacity (see Note 13) |
- |
- |
8 |
8 |
Profit before tax |
2,994 |
135 |
(2,756) |
373 |
Restated 6 months ended 30 June 2016 Unaudited |
Syndicate participation £'000 |
Investment management £'000 |
Other corporate activities £'000 |
Total £'000 |
Net earned premium |
10,741 |
- |
(559) |
10,182 |
Net investment income |
495 |
33 |
- |
528 |
Other income |
216 |
- |
330 |
546 |
Net insurance claims and loss adjustment expenses |
(7,247) |
- |
- |
(7,247) |
Expenses incurred in insurance activities |
(2,241) |
- |
(567) |
(2,808) |
Other operating expenses |
- |
- |
(380) |
(380) |
Goodwill on bargain purchase |
- |
- |
- |
- |
Impairment of goodwill |
- |
- |
- |
- |
Impairment of syndicate capacity (see Note 13) |
- |
- |
39 |
39 |
Profit before tax |
1,964 |
33 |
(1,137) |
860 |
12 months ended 31 December 2016 Audited |
Syndicate participation £'000 |
Investment management £'000 |
Other corporate activities £'000 |
Total £'000 |
Net earned premium |
24,302 |
- |
(1,394) |
22,908 |
Net investment income |
663 |
222 |
- |
885 |
Other income |
643 |
- |
1,491 |
2,134 |
Net insurance claims and loss adjustment expenses |
(12,805) |
- |
- |
(12,805) |
Expenses incurred in insurance activities |
(10,422) |
- |
(397) |
(10,819) |
Other operating expenses |
884 |
- |
(1,853) |
(969) |
Goodwill on bargain purchase |
- |
- |
- |
- |
Impairment of goodwill |
- |
- |
- |
- |
Impairment of syndicate capacity (see Note 13) |
- |
- |
(555) |
(555) |
Profit before tax |
3,265 |
222 |
(2,708) |
779 |
The Group does not have any geographical segments as it considers all of its activities to arise from trading within the UK.
No major customers exceed 10% of revenue.
Net earned premium within 2017 other corporate activities totalling £1,457,000 (2016: 559,000 - 2014, 2015 and 2016 years of account) represents the 2015, 2016 and 2017 years of account net Group quota share reinsurance premium payable to Hampden Insurance Guernsey PCC Limited - Cell 6. This net quota share reinsurance premium payable is included within "reinsurance premium ceded" in the Consolidated Income Statement of the period.
4. Operating profit before goodwill and impairment
|
Underwriting year of account* |
|
|
|
|
|||
6 months ended 30 June 2017 |
2015 and prior £'000 |
2016 £'000 |
2017 £'000 |
Sub-total £'000 |
Pre- acquisition £'000 |
Corporate reinsurance £'000 |
Other corporate £'000 |
Total £'000 |
Gross premium written |
(61) |
3,374 |
14,513 |
17,826 |
(765) |
- |
- |
17,061 |
Reinsurance ceded |
164 |
(663) |
(3,232) |
(3,731) |
182 |
(1,457) |
(113) |
(5,119) |
Net premium written |
103 |
2,711 |
11,281 |
14,095 |
(583) |
(1,457) |
(113) |
11,942 |
Net earned premium |
1,393 |
9,849 |
3,190 |
14,432 |
(581) |
(1,457) |
(113) |
12,281 |
Other income |
311 |
199 |
5 |
515 |
(70) |
233 |
158 |
836 |
Net insurance claims and loss adjustment expenses |
(95) |
(5,389) |
(3,059) |
(8,543) |
341 |
- |
- |
(8,202) |
Operating expenses |
(557) |
(2,668) |
(652) |
(3,877) |
184 |
- |
(857) |
(4,550) |
Operating profit before goodwill and impairment |
1,052 |
1,991 |
(516) |
2,527 |
(126) |
(1,224) |
(812) |
365 |
Quota share adjustment |
(534) |
(1,284) |
361 |
(1,457) |
- |
1,457 |
- |
- |
Operating profit before goodwill and impairment after quota share adjustment |
518 |
707 |
(155) |
1,070 |
(126) |
233 |
(812) |
365 |
|
Underwriting year of account* |
|
|
|
|
|||
6 months ended 30 June 2016 |
2014 and prior £'000 |
2015 £'000 |
2016 £'000 |
Sub-total £'000 |
Pre- acquisition £'000 |
Corporate reinsurance £'000 |
Other corporate £'000 |
Total £'000 |
Gross premium written |
432 |
2,485 |
16,319 |
19,236 |
(1,651) |
- |
- |
17,585 |
Reinsurance ceded |
(4) |
(342) |
(4,065) |
(4,411) |
421 |
(599) |
(121) |
(4,710) |
Net premium written |
428 |
2,143 |
12,254 |
14,825 |
(1,230) |
(599) |
(121) |
12,875 |
Net earned premium |
1,291 |
7,578 |
3,048 |
11,917 |
(1,056) |
(559) |
(121) |
10,182 |
Other income |
533 |
148 |
4 |
685 |
(39) |
330 |
98 |
1,074 |
Net insurance claims and loss adjustment expenses |
(382) |
(4,289) |
(3,269) |
(7,940) |
693 |
- |
- |
(7,247) |
Operating expenses |
61 |
(2,024) |
(857) |
(2,820) |
269 |
- |
(637) |
(3,188) |
Operating profit before goodwill and impairment |
1,503 |
1,413 |
(1,074) |
1,842 |
(133) |
(229) |
(660) |
821 |
Quota share adjustment |
(662) |
(762) |
865 |
(559) |
- |
559 |
- |
|
-Operating profit before goodwill and impairment after quota share adjustment |
841 |
651 |
(209) |
1,283 |
(133) |
330 |
(660) |
821 |
|
Underwriting year of account* |
|
|
|
|
|||
12 months ended 31 December 2016 |
2014 and prior £'000 |
2015 £'000 |
2016 £'000 |
Sub-total £'000 |
Pre- acquisition £'000 |
Corporate reinsurance £'000 |
Other corporate £'000 |
Total £'000 |
Gross premium written |
250 |
3,521 |
30,131 |
33,902 |
(2,595) |
- |
- |
31,307 |
Reinsurance ceded |
26 |
(487) |
(6,244) |
(6,705) |
575 |
(1,394) |
(248) |
(7,772) |
Net premium written |
276 |
3,035 |
23,886 |
27,197 |
(2,020) |
(1,394) |
(248) |
23,535 |
Net earned premium |
1,679 |
11,986 |
12,676 |
26,341 |
(1,791) |
(1,394) |
(248) |
22,908 |
Other income |
1,566 |
543 |
82 |
2,191 |
(76) |
557 |
347 |
3,019 |
Net insurance claims and loss adjustment expenses |
990 |
(6,196) |
(8,680) |
(13,886) |
1,081 |
- |
- |
(12,805) |
Operating expenses |
(1,300) |
(4,169) |
(5,575) |
(11,044) |
723 |
- |
(1,467) |
(11,788) |
Operating profit before goodwill and impairment |
2,935 |
2,164 |
(1,497) |
3,602 |
(63) |
(837) |
(1,368) |
1,334 |
Quota share adjustment |
(1,274) |
(1,133) |
1,013 |
(1,394) |
- |
1,394 |
- |
- |
-Operating profit before goodwill and impairment after quota share adjustment |
1,661 |
1,031 |
(484) |
2,208 |
(63) |
557 |
(1,368) |
1,334 |
Pre-acquisition relates to the element of results from the new acquisitions before they were acquired by the Group.
* The underwriting year of account results represent the Group's share of the syndicates' results by underwriting year of account before corporate member level reinsurance and members' agents charges.
5. Insurance liabilities and reinsurance balances
Movement in claims outstanding
|
Gross £'000 |
Reinsurance £'000 |
Net £'000 |
At 1 January 2017 |
50,087 |
9,674 |
40,413 |
Increase in reserves arising from acquisition of subsidiary undertakings |
4,114 |
(1,458) |
5,573 |
Movement of reserves |
1,810 |
678 |
1,132 |
Other movements |
(10,239) |
(54) |
(10,186) |
At 30 June 2017 |
45,772 |
8,840 |
36,932 |
Movement in unearned premium
|
Gross £'000 |
Reinsurance £'000 |
Net £'000 |
At 1 January 2017 |
16,821 |
2,548 |
14,273 |
Increase in reserves arising from acquisition of subsidiary undertakings |
(886) |
87 |
(974) |
Movement of reserves |
432 |
771 |
(339) |
Other movements |
2,826 |
570 |
2,257 |
At 30 June 2017 |
19,193 |
3,976 |
15,217 |
Included within other movements are the 2014 and prior years' claims reserves reinsured into the 2015 year of account on which the Group does not participate and currency exchange differences.
Movement in claims outstanding
|
Gross £'000 |
Reinsurance £'000 |
Net £'000 |
At 1 January 2016 |
32,985 |
5,657 |
27,328 |
Increase in reserves arising from acquisition of subsidiary undertakings |
6,643 |
1,142 |
5,501 |
Movement of reserves |
183 |
(2,040) |
2,223 |
Other movements |
3,249 |
2,930 |
319 |
At 30 June 2016 |
43,060 |
7,689 |
35,371 |
Movement in unearned premium
|
Gross £'000 |
Reinsurance £'000 |
Net £'000 |
At 1 January 2016 |
11,169 |
1,501 |
9,668 |
Increase in reserves arising from acquisition of subsidiary undertakings |
2,616 |
451 |
2,164 |
Movement of reserves |
4,343 |
1,650 |
2,693 |
Other movements |
(74) |
(75) |
2 |
At 30 June 2016 |
18,054 |
3,527 |
14,527 |
Included within other movements are the 2013 and prior years' claims reserves reinsured into the 2014 year of account on which the Group does not participate and currency exchange differences.
Movement in claims outstanding
|
Gross £'000 |
Reinsurance £'000 |
Net £'000 |
At 1 January 2016 |
32,985 |
5,657 |
27,328 |
Increase in reserves arising from acquisition of subsidiary undertakings |
8,122 |
1,417 |
6,705 |
Movement of reserves |
3,826 |
1,904 |
1,922 |
Other movements |
5,154 |
696 |
4,458 |
At 31 December 2016 |
50,087 |
9,674 |
40,413 |
Movement in unearned premium
|
Gross £'000 |
Reinsurance £'000 |
Net £'000 |
At 1 January 2016 |
11,169 |
1,501 |
9,668 |
Increase in reserves arising from acquisition of subsidiary undertakings |
3,154 |
531 |
2,623 |
Movement of reserves |
826 |
199 |
627 |
Other movements |
1,672 |
317 |
1,355 |
At 31 December 2016 |
16,821 |
2,548 |
14,273 |
Included within other movements are the 2013 and prior years' claims reserves reinsured into the 2014 year of account on which the Group does not participate and currency exchange differences.
6. Net investment income
|
6 months ended 30 June 2017 Unaudited £'000 |
6 months ended 30 June 2016 Unaudited £'000 |
12 months ended 31 December 2016 Audited £'000 |
Investment income |
526 |
424 |
594 |
Realised gains on financial assets at fair value through profit or loss |
193 |
48 |
(19) |
Unrealised losses on financial assets at fair value through profit or loss |
(139) |
52 |
256 |
Investment management expenses |
(1) |
- |
(59) |
Bank interest |
2 |
4 |
113 |
Net investment income |
581 |
528 |
885 |
7. Income tax charge
Analysis of tax charge/(credit) in the period
|
6 months ended 30 June 2017 Unaudited £'000 |
6 months ended 30 June 2016 Unaudited £'000 |
12 months ended 31 December 2016 Audited £'000 |
Income tax charge |
179 |
(26) |
66 |
The income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used is 20% (2016: 20%). Material disallowed terms have been adjusted for in the income tax calculation.
8. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders after tax by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period, plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The Group has no dilutive potential ordinary shares.
Earnings per share has been calculated in accordance with IAS 33 "Earnings per share".
The earnings per share and weighted average number of shares used in the calculation are set out below:
|
6 months ended 30 June 2017 Unaudited
|
Restated 6 months ended 30 June 2016 Unaudited
|
12 months ended 31 December 2016 Audited
|
Profit for the period after tax attributable to ordinary shareholders |
297,000 |
886,000 |
713,000 |
Weighted average number of shares in issue |
14,604,240 |
10,495,350 |
11,463,456 |
Basic and diluted earnings per share |
2.03 |
8.44 |
6.22 |
9. Dividends paid or proposed
A final dividend of 5.5p per share was proposed and agreed at the AGM on 28 June 2017 (2016: 5.0p).
10. Investments in subsidiaries
|
30 June 2017 £'000 |
30 June 2016 £'000 |
31 December 2016 £'000 |
Total |
23,015 |
19,503 |
19,503 |
At 30 June 2017 the Company owned 100% of the following companies and limited liability partnerships, either directly or indirectly. All subsidiaries are incorporated in England and Wales.
Company or partnership |
Direct/indirect interest |
30 June 2017 ownership |
30 June 2016 ownership |
31 December 2016 ownership |
Principal activity |
|
Hampden Corporate Member Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 365) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 605) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 321) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 917) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 229) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 518) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 804) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Halperin Underwriting Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Bernul Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Dumasco Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 311) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 402) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Updown Underwriting Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 507) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No. 76) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Kempton Underwriting Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Devon Underwriting Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nameco (No 346) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Pooks Limited |
Direct |
100% |
- |
- |
Lloyd's of London corporate vehicle |
|
Charmac Underwriting Limited |
Direct |
100% |
- |
- |
Lloyd's of London corporate vehicle |
|
Nottus (No 51) Limited |
Direct |
100% |
- |
- |
Lloyd's of London corporate vehicle |
|
Nomina No 035 LLP |
Indirect |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nomina No 342 LLP |
Indirect |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nomina No 380 LLP |
Indirect |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nomina No 372 LLP |
Indirect |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Salviscount LLP |
Indirect |
100% |
- |
100% |
Lloyd's of London corporate vehicle |
|
Helios UTG Partner Limited |
Direct |
100% |
100% |
100% |
Corporate partner |
|
Helios UTG Partner Limited, a subsidiary of the Company, owns 100% of Nomina No 035 LLP, Nomina No 342 LLP, Nomina No 380 LLP, Nomina No 372 LLP and Salviscount LLP.
For details of all new acquisitions made during the period refer to Note 12.
11. Share capital and share premium
Allotted, called up and fully paid |
Number of shares |
Ordinary share capital £'000 |
Share premium £'000 |
Total £'000 |
Ordinary shares of 10p each and share premium at 30 June 2016 |
10,495,350 |
1,050 |
9,901 |
8,452 |
Ordinary shares of 10p each and share premium at 31 December 2016 |
14,604,240 |
1,460 |
15,399 |
16,859 |
Ordinary shares of 10p each and share premium at 30 June 2017 |
14,604,240 |
1,460 |
15,387 |
16,847 |
12. Acquisition of Limited Liability Vehicles
Pooks Limited
On 25 January 2017, Helios Underwriting plc acquired 100% of the issued share capital of Pooks Limited for a total consideration of £308,000. Pooks Limited is incorporated in England and Wales and is a corporate member of Lloyd's.
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 the net assets was £279,000. Goodwill of £29,000 arose on acquisition which has been recognised as an intangible asset and will be assessed at each period end for impairment. The following table explains the fair value adjustments made to the carrying values of the major categories of assets and liabilities at the date of acquisition:
|
Carrying value £'000 |
Adjustments £'000 |
Fair value £'000 |
Intangible assets |
- |
516 |
516 |
Reinsurance assets: |
|
|
|
Financial assets at fair value through profit or loss |
747 |
- |
747 |
- reinsurers' share of claims outstanding |
206 |
- |
206 |
- reinsurers' share of unearned premium |
38 |
- |
38 |
Other receivables, including insurance and reinsurance receivables |
914 |
- |
914 |
Deferred acquisition costs |
64 |
- |
64 |
Prepayments and accrued income |
5 |
- |
5 |
Financial assets at fair value through profit or loss |
|
|
|
Cash and cash equivalents |
104 |
- |
104 |
Insurance liabilities: |
|
|
|
- claims outstanding |
(1,019) |
- |
(1,019) |
- unearned premium |
(327) |
- |
(327) |
Deferred income tax liabilities |
- |
(98) |
(98) |
Other payables, including insurance and reinsurance payables |
(839) |
- |
(839) |
Accruals and deferred income |
(32) |
- |
(32) |
Net assets acquired |
(139) |
418 |
279 |
|
|
|
|
Satisfied by: |
|
|
|
Cash and cash equivalents |
871 |
- |
871 |
Loan paid on acquisition |
(563) |
- |
(563) |
Acquisition costs paid |
- |
- |
- |
Total consideration |
308 |
- |
308 |
|
|
|
|
Goodwill |
447 |
418 |
29 |
|
2014 year of account |
2015 year of account |
2016 year of account |
Capacity acquired |
749,927 |
756,697 |
784,666 |
The net earned premium and profit of Pooks Limited for the period since the acquisition date to 30 June 2017 are £353,000 and £119,000 respectively.
Goodwill has arisen on the acquisition of Pooks Limited as a result of the purchase consideration being in excess of the fair value of net assets acquired.
Charmac Underwriting Limited
On 4 April 2017, Helios Underwriting plc acquired 100% of the issued share capital of Charmac Underwriting Limited for a total consideration of £2,240,000. Charmac Underwriting Limited is incorporated in England and Wales and is a corporate member of Lloyd's.
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 the net assets was £2,137,000. Goodwill of £103,000 arose on acquisition, which has been recognised as an intangible asset and will be assessed at each period end for impairment. The following table explains the fair value adjustments made to the carrying values of the major categories of assets and liabilities at the date of acquisition:
|
Carrying value £'000 |
Adjustments £'000 |
Fair value £'000 |
Intangible assets |
38 |
642 |
680 |
Financial assets at fair value through profit or loss |
1,692 |
- |
1,692 |
Reinsurance assets: |
|
|
|
- reinsurers' share of claims outstanding |
439 |
- |
439 |
- reinsurers' share of unearned premium |
119 |
- |
119 |
Other receivables, including insurance and reinsurance receivables |
2,086 |
277 |
2,363 |
Deferred acquisition costs |
250 |
- |
250 |
Prepayments and accrued income |
9 |
- |
9 |
Financial assets at fair value through profit or loss |
|
|
|
Cash and cash equivalents |
431 |
- |
431 |
Insurance liabilities: |
|
|
|
- claims outstanding |
(2,120) |
- |
(2,120) |
- unearned premium |
(832) |
- |
(832) |
Deferred income tax liabilities |
(73) |
(175) |
(248) |
Other payables, including insurance and reinsurance payables |
(574) |
- |
(574) |
Accruals and deferred income |
(72) |
- |
(72) |
Net assets acquired |
1,393 |
744 |
2,137 |
|
|
|
|
Satisfied by: |
|
|
|
Cash and cash equivalents |
2,240 |
- |
2,240 |
Total consideration |
2,240 |
- |
2,240 |
|
|
|
|
Goodwill |
847 |
744 |
103 |
|
2015 year of account |
2016 year of account |
2017 year of account |
Capacity acquired |
1,417,006 |
1,491,671 |
1,622,890 |
The net earned premium and profit of Charmac Underwriting Limited for the period since the acquisition date to 30 June 2017 are £296,000 and £30,000 respectively.
Goodwill has arisen on the acquisition of Charmac Underwriting Limited as a result of the purchase consideration being in excess of the fair value of net assets acquired.
Nottus (No 51) Limited
On 8 June 2017, Helios Underwriting plc acquired 100% of the issued share capital of Nottus (No 51) Limited for a total consideration of £96,000. Nottus (No 51) Limited is incorporated in England and Wales and is a corporate member of Lloyd's.
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 the net assets was £962,000. Goodwill of £3,000 arose on acquisition, which has been recognised as an intangible asset and will be assessed at each period end for impairment. The following table explains the fair value adjustments made to the carrying values of the major categories of assets and liabilities at the date of acquisition:
|
Carrying value £'000 |
Adjustments £'000 |
Fair value £'000 |
Intangible assets |
- |
370 |
370 |
Financial assets at fair value through profit or loss |
1,061 |
- |
1,061 |
Reinsurance assets: |
|
|
|
- reinsurers' share of claims outstanding |
240 |
- |
240 |
- reinsurers' share of unearned premium |
49 |
- |
49 |
Other receivables, including insurance and reinsurance receivables |
813 |
- |
813 |
Deferred acquisition costs |
78 |
- |
78 |
Prepayments and accrued income |
4 |
- |
4 |
Financial assets at fair value through profit or loss |
|
|
|
Cash and cash equivalents |
62 |
- |
62 |
Insurance liabilities: |
|
|
|
- claims outstanding |
(975) |
- |
(975) |
- unearned premium |
(300) |
- |
(300) |
Deferred income tax liabilities |
(61) |
(70) |
(131) |
Other payables, including insurance and reinsurance payables |
(276) |
- |
(276) |
Accruals and deferred income |
(33) |
- |
(33) |
Net assets acquired |
662 |
300 |
962 |
|
|
|
|
Satisfied by: |
|
|
|
Cash and cash equivalents |
965 |
- |
965 |
Total consideration |
965 |
- |
965 |
|
|
|
|
Goodwill |
303 |
300 |
3 |
|
2015 year of account |
2016 year of account |
2017 year of account |
Capacity acquired |
619,244 |
634,067 |
669,597 |
The net earned premium and profit of Nottus (No 51) Limited for the period since the acquisition date to 30 June 2017 are £28,000 and £10,000 respectively.
Goodwill has arisen on the acquisition of Nottus (No 51) Limited as a result of the purchase consideration being in excess of the fair value of net assets acquired.
Had the two Limited Liability Vehicles been consolidated from 1 January 2017, the Consolidated Statement of Comprehensive Income would show net earned premium of £12,862,000 and a profit after tax of £286,000.
13. Related party transactions
Helios Underwriting plc has inter-company loans with its subsidiaries which are repayable on three months' notice provided it does not jeopardise each company's ability to meet its liabilities as they fall due. All inter-company loans are therefore classed as falling due within one year. The amounts outstanding as at 30 June 2017 are set out below:
Company |
30 June 2017 Unaudited £'000 |
30 June 2016 Unaudited £'000 |
31 December 2016 £'000 |
Balances due from/(to) Group companies at the period end: |
|
|
|
Hampden Corporate Member Limited |
(363) |
34 |
(82) |
Nameco (No. 365) Limited |
(54) |
7 |
(34) |
Nameco (No. 605) Limited |
(282) |
34 |
(164) |
Nameco (No. 321) Limited |
(73) |
10 |
(43) |
Nameco (No. 917) Limited |
3,989 |
121 |
3,397 |
Nameco (No. 229) Limited |
(4) |
9 |
28 |
Nameco (No. 518) Limited |
(81) |
13 |
(35) |
Nameco (No. 804) Limited |
(69) |
23 |
104 |
Halperin Underwriting Limited |
(43) |
- |
(16) |
Bernul Limited |
2 |
- |
27 |
Dumasco Limited |
(194) |
- |
(37) |
Nameco (No. 311) Limited |
(115) |
12 |
(29) |
Nameco (No. 402) Limited |
(275) |
12 |
(181) |
Updown Underwriting Limited |
525 |
- |
644 |
Nameco (No. 507) Limited |
(252) |
21 |
(80) |
Nameco (No. 76) Limited |
(90) |
12 |
8 |
Kempton Underwriting Limited |
18 |
- |
128 |
Devon Underwriting Limited |
105 |
9 |
110 |
Nameco (No 346) Limited |
(703) |
51 |
(382) |
Pooks Limited |
- |
- |
- |
Charmac Underwriting Limited |
511 |
- |
- |
Nottus (No 51) Limited |
(316) |
- |
- |
Nomina No 035 LLP |
- |
10 |
- |
Nomina No 342 LLP |
- |
9 |
- |
Nomina No 380 LLP |
- |
15 |
- |
Nomina No 372 LLP |
- |
10 |
- |
Salviscount LLP |
- |
- |
|
Helios UTG Partner Limited |
735 |
- |
909 |
Total (note 15) |
2,971 |
412 |
4,272 |
Helios Underwriting plc and its subsidiaries have entered into a management agreement with Nomina plc. Jeremy Evans, a Director of Helios Underwriting plc and its subsidiary companies, is also a Director of Nomina plc. Under the agreement, Nomina plc provides management and administration, financial, tax and accounting services to the Group for an annual fee of £154,000 (2016: £142,000).
The Limited Liability Vehicles have entered into a members' agent agreement with Hampden Agencies Limited. Jeremy Evans, a Director of Helios Underwriting plc and its subsidiary companies, is also a director of Hampden Capital plc, which controls Hampden Agencies Limited. Under the agreement, the Limited Liability Vehicles will pay Hampden Agencies Limited a fee based on a fixed amount, which will vary depending upon the number of syndicates the Limited Liability Vehicles underwrite on a bespoke basis, and a variable amount depending on the level of underwriting through the members' agent pooling arrangements. In addition, the Limited Liability Vehicles will pay profit commission on a sliding scale from 1% of the net profit up to a maximum of 10%. The total fees payable for 2017 are set out below:
Company |
30 June 2017 Unaudited £'000 |
30 June 2016 Unaudited £'000 |
31 December 2016 £'000 |
Hampden Corporate Member Limited |
- |
34 |
34 |
Nameco (No. 365) Limited |
- |
7 |
7 |
Nameco (No. 605) Limited |
- |
34 |
34 |
Nameco (No. 321) Limited |
- |
10 |
10 |
Nameco (No. 917) Limited |
70 |
121 |
121 |
Nameco (No. 229) Limited |
- |
9 |
9 |
Nameco (No. 518) Limited |
- |
13 |
13 |
Nameco (No. 804) Limited |
- |
23 |
23 |
Halperin Underwriting Limited |
- |
- |
10 |
Bernul Limited |
- |
- |
- |
Dumasco Limited |
- |
- |
- |
Nameco (No. 311) Limited |
13 |
12 |
12 |
Nameco (No. 402) Limited |
14 |
12 |
12 |
Updown Underwriting Limited |
- |
- |
- |
Nameco (No. 507) Limited |
24 |
21 |
21 |
Nameco (No. 76) Limited |
13 |
12 |
12 |
Kempton Underwriting Limited |
3 |
- |
- |
Devon Underwriting Limited |
8 |
9 |
9 |
Nameco (No 346) Limited |
49 |
51 |
51 |
Pooks Limited |
1 |
|
- |
Charmac Underwriting Limited |
25 |
|
- |
Nottus (No 51) Limited |
14 |
|
- |
Nomina No 035 LLP |
- |
10 |
10 |
Nomina No 342 LLP |
- |
9 |
9 |
Nomina No 380 LLP |
19 |
15 |
15 |
Nomina No 372 LLP |
15 |
10 |
11 |
Salviscount LLP |
21 |
|
20 |
Helios UTG Partner Limited |
- |
- |
- |
Total |
289 |
412 |
443 |
The Group entered into quota share reinsurance contracts for the 2015, 2016 and 2017 years of account with Hampden Insurance PCC (Guernsey) Limited - Cell 6. The Limited Liability Vehicles' underwriting year of account quota share participations are set out below:
Company or partnership |
2015 |
2016 |
2017 |
Hampden Corporate Member Limited |
70% |
- |
- |
Nameco (No. 365) Limited |
70% |
- |
- |
Nameco (No. 605) Limited |
70% |
- |
- |
Nameco (No. 321) Limited |
70% |
- |
- |
Nameco (No. 917) Limited |
70% |
70% |
70% |
Nameco (No. 229) Limited |
70% |
- |
- |
Nameco (No. 518) Limited |
70% |
- |
- |
Nameco (No. 804) Limited |
70% |
- |
- |
Halperin Underwriting Limited |
70% |
- |
- |
Bernul Limited |
70% |
- |
- |
Dumasco Limited |
- |
- |
- |
Nameco (No. 311) Limited |
70% |
- |
- |
Nameco (No. 402) Limited |
70% |
- |
- |
Updown Underwriting Limited |
70% |
- |
- |
Nameco (No. 507) Limited |
- |
- |
- |
Nameco (No. 76) Limited |
- |
- |
- |
Kempton Underwriting Limited |
- |
- |
- |
Devon Underwriting Limited |
- |
70% |
70% |
Nameco (No. 346) Limited |
- |
70% |
70% |
Pooks Limited |
- |
- |
70% |
Charmac Underwriting Limited |
- |
- |
70% |
Nottus (No 51) Limited |
- |
- |
70% |
Helios UTG Partner Limited |
- |
- |
- |
Nomina No 035 LLP |
70% |
- |
- |
Nomina No 342 LLP |
70% |
- |
- |
Nomina No 380 LLP |
70% |
- |
- |
Nomina No 372 LLP |
70% |
- |
- |
Salviscount LLP |
- |
- |
100% |
Nigel Hanbury, a Director of Helios Underwriting plc and its subsidiary companies, is also a director and majority shareholder in Hampden Insurance Guernsey PCC Limited - Cell 6. Hampden Capital plc, a substantial shareholder in Helios Underwriting plc, is also a substantial shareholder in Hampden Insurance Guernsey PCC Limited - Cell 6. Under the agreement, the Group accrued a net reinsurance premium payable of £2,910,000 (2016: £1,768,000) during the period.
14. Ultimate controlling party
The Directors consider that the Group has no ultimate controlling party.
15. Syndicate participations
The syndicates and members' agent pooling arrangements ("MAPA") in which the Company's subsidiaries participate as corporate members of Lloyd's are as follows:
Syndicate or MAPA number |
Managing or members' agent |
Allocated capacity per year of account |
|||
2017* £ |
2016* £ |
2015* £ |
2014 £ |
||
33 |
Hiscox Syndicates Limited |
3,485,689 |
2,982,036 |
2,788,256 |
2,637,836 |
218 |
ERS Syndicate Management Limited |
1,994,934 |
1,505,955 |
1,389,275 |
1,672,479 |
308 |
Tokio Marine Kiln Syndicates Limited |
100,000 |
100,000 |
184,528 |
244,528 |
386 |
QBE Underwriting Limited |
605,840 |
811,005 |
722,081 |
741,868 |
510 |
Tokio Marine Kiln Syndicates Limited |
5,685,556 |
5,246,046 |
4,971,599 |
4,637,953 |
557 |
Tokio Marine Kiln Syndicates Limited |
580,415 |
575,567 |
553,433 |
543,871 |
609 |
Atrium Underwriters Limited |
3,349,435 |
3,292,552 |
3,069,205 |
2,908,062 |
623 |
Beazley Furlonge Limited |
4,978,151 |
4,137,922 |
3,433,853 |
3,397,299 |
727 |
S A Meacock & Company Limited |
998,560 |
991,078 |
963,679 |
916,256 |
958 |
Canopius Managing Agents Limited |
- |
- |
268,646 |
753,749 |
1176 |
Chaucer Syndicates Limited |
722,837 |
661,905 |
556,986 |
522,886 |
1200 |
Argo Managing Agency Limited |
77,143 |
267,554 |
293,819 |
358,071 |
1729 |
Asta Managing Agency Limited |
- |
42,000 |
103,758 |
139,443 |
1884 |
Charles Taylor Managing Agency Limited |
- |
- |
25,000 |
- |
1910 |
Asta Managing Agency Limited |
- |
1,247,268 |
- |
- |
1991 |
R&Q Managing Agency Limited |
- |
- |
60,000 |
118,995 |
2010 |
Cathedral Underwriting Limited |
931,506 |
911,045 |
831,970 |
863,695 |
2014 |
Pembroke Managing Agency Limited |
1,012,113 |
1,617,349 |
1,585,287 |
1,569,358 |
2121 |
Argenta Syndicate Management Limited |
- |
- |
260,341 |
160,341 |
2525 |
Asta Managing Agency Limited |
173,558 |
171,414 |
134,698 |
116,690 |
2689 |
Asta Managing Agency Limited |
835,100 |
- |
- |
- |
2791 |
Managing Agency Partners Limited |
4,107,191 |
4,056,484 |
3,851,738 |
4,113,012 |
2988 |
Brit Syndicates Limited |
47,511 |
- |
- |
- |
4444 |
Canopius Managing Agents Limited |
- |
101,429 |
- |
- |
5820 |
ANV Syndicates Limited |
- |
139,479 |
316,535 |
416.145 |
6103 |
Managing Agency Partners Limited |
299,357 |
261,937 |
233,876 |
580,708 |
6104 |
Hiscox Syndicates Limited |
932,970 |
1,296,995 |
1,323,728 |
1,371,954 |
6105 |
Ark Syndicate Management Limited |
- |
- |
668,070 |
647,738 |
6107 |
Beazley Furlonge Limited |
635,222 |
453,737 |
453,737 |
453,737 |
6111 |
Catlin Underwriting Agencies Limited |
- |
1,902,876 |
1,659,850 |
1,597,305 |
6113 |
Barbican Managing Agency Limited |
- |
- |
- |
160,528 |
6117 |
Asta Managing Agency Limited |
2,616,798 |
1,870,283 |
929,036 |
1,400,144 |
7200 |
Members' agent pooling arrangement |
101,019 |
145,078 |
314,067 |
477,466 |
7201 |
Members' agent pooling arrangement |
531,055 |
739,931 |
1,599,412 |
2,436,667 |
7202 |
Members' agent pooling arrangement |
196,563 |
270,988 |
570,574 |
875,976 |
7203 |
Members' agent pooling arrangement |
77,697 |
84,378 |
202,119 |
260,095 |
7211 |
Members' agent pooling arrangement |
192,184 |
175,265 |
272,262 |
972,513 |
7215 |
Members' agent pooling arrangement |
164,129 |
150,917 |
150,468 |
- |
7217 |
Members' agent pooling arrangement |
274,428 |
260,707 |
246,987 |
219,547 |
7227 |
Members' agent pooling arrangement |
3,613 |
80,070 |
42,705 |
- |
Total |
|
35,710,574 |
36,551,250 |
35,031,578 |
38,286,915 |
* Including the new acquisitions in 2017.
16. Group-owned net assets
The Group statement of financial position includes the following assets and liabilities held by the syndicates on which the Group participates. These assets are subject to trust deeds for the benefit of the relevant syndicates' insurance creditors. The table below shows the split of the statement of financial position between Group and syndicate assets and liabilities:
|
30 June 2017 |
Restated 30 June 2016 |
31 December 2016 |
||||||
Group £'000 |
Syndicate £'000 |
Total £'000 |
Group £'000 |
Syndicate £'000 |
Total £'000 |
Group £'000 |
Syndicate £'000 |
Total £'000 |
|
Assets |
|
|
|
|
|
|
|
|
|
Intangible assets |
12,495 |
- |
12,495 |
10,907 |
- |
10,907 |
10,732 |
- |
10,732 |
Financial assets at fair value through profit or loss |
10,302 |
33,584 |
43,886 |
5,717 |
32,287 |
38,004 |
7,263 |
38,317 |
45,580 |
Reinsurance assets: |
|
|
|
|
|
|
|
|
|
- reinsurers' share of claims outstanding |
- |
8,840 |
8,840 |
- |
7,689 |
7,689 |
- |
9,674 |
9,674 |
- reinsurers' share of unearned premium |
- |
3,976 |
3,976 |
- |
3,527 |
3,527 |
- |
2,548 |
2,548 |
Other receivables, including insurance and reinsurance receivables |
2,315 |
26,652 |
28,967 |
1,178 |
27,401 |
28,579 |
3,480 |
26,763 |
30,243 |
Deferred acquisition costs |
- |
4,218 |
4,218 |
- |
4,204 |
4,204 |
- |
4,255 |
4,255 |
Prepayments and accrued income |
67 |
296 |
364 |
126 |
288 |
414 |
- |
187 |
187 |
Cash and cash equivalents |
2,414 |
4,439 |
6,853 |
2,212 |
3,456 |
5,668 |
4,049 |
2,163 |
6,212 |
Total assets |
27,594 |
82,004 |
109,599 |
20,140 |
78,852 |
98,992 |
25,524 |
83,907 |
109,431 |
Liabilities |
|
|
|
|
|
|
|
|
|
Insurance liabilities: |
|
|
|
|
|
|
|
|
|
- claims outstanding |
- |
45,772 |
45,772 |
- |
43,060 |
43,060 |
- |
50,087 |
50,087 |
- unearned premium |
- |
19,193 |
19,193 |
- |
18,054 |
18,054 |
- |
16,821 |
16,821 |
Deferred income tax liabilities |
2,943 |
- |
2,943 |
3,002 |
- |
3,002 |
3.581 |
- |
3,581 |
Other payables, including insurance and reinsurance payables |
1,915 |
13,358 |
15,273 |
965 |
12,983 |
13,948 |
3,028 |
11,680 |
14,708 |
Accruals and deferred income |
3,988 |
429 |
4,417 |
3,757 |
387 |
4,144 |
1,590 |
125 |
1,715 |
Total liabilities |
8,846 |
78,752 |
87,598 |
7,725 |
74,484 |
82,209 |
8,199 |
78,713 |
86,912 |
Equity attributable to owners of the Parent |
|
|
|
|
|
|
|
|
|
Share capital |
1,460 |
- |
1,460 |
1,050 |
- |
1,050 |
1,460 |
- |
1,460 |
Share premium |
15,387 |
- |
15,387 |
9,901 |
- |
9,901 |
15,399 |
- |
15,399 |
Other reserves |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Retained earnings |
1,901 |
3,253 |
5,154 |
1,465 |
4,368 |
5,833 |
466 |
5,194 |
5,660 |
Total equity |
18,748 |
3,253 |
22,001 |
12,416 |
4,368 |
16,784 |
17,325 |
5,194 |
22,519 |
Total liabilities and equity |
27,594 |
82,005 |
109,599 |
20,141 |
78,852 |
98,993 |
25,524 |
83,907 |
109,431 |
17. Events after the financial reporting period
Effects of reclassification in the 30 June 2016 comparatives
The period ended 30 June 2016 comparative, at consolidation level, in these financial statements include the effects of the reclassification of the foreign exchange differences originally included in the other comprehensive income, net of tax, amounting to £216,000, and now reclassified into the income statement, within the other income line. As a result of the reclassification the earnings per share for the period ending 30 June 2016 comparative, at consolidation level has increased by 2.06p to 8.44p.
These foreign exchange differences arose as a result of the retranslation of the syndicates' results whose functional currency is not the Pound Sterling, into the Pound Sterling as the reporting currency to Lloyd's. Hence, such foreign exchange differences were accounted for as other comprehensive income within the syndicates' reported results.
As the functional and presentation currency of the Helios Group is the Pound Sterling, such foreign exchange differences were accounted for as other income in the income statement in the consolidated Financial Statements of the year ended 31 December 2016 and the period ended 30 June 2017
18. Events after the financial reporting period
A final dividend of 5.5p per share was agreed at the AGM on 28 June 2017 and has been accrued at the period end. The dividend payment was settled on 7th July 2017.
Invansander Limited
On 25 September 2017, Helios Underwriting plc acquired 100% of the issued share capital of Invansander Limited for a total consideration of £235,000.Invansander Limited is incorporated in England and Wales and is a corporate member of Lloyd's.
After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the provisional fair value of the net assets at the date of acquistion was £240,000 giving rise to Negative Goodwill of £5,000 on acquisition. The following table explains the fair value adjustments made to the carrying values of the major categories of assets and liabilities at the date of acquisition:
|
Carrying value £'000 |
Adjustments £'000 |
Fair value £'000 |
Intangible assets |
87 |
202 |
289 |
Financial assets at fair value through profit or loss |
308 |
- |
308 |
Reinsurance assets: |
|
|
|
- reinsurers' share of claims outstanding |
18 |
- |
18 |
- reinsurers' share of unearned premium |
43 |
- |
43 |
Other receivables, including insurance and reinsurance receivables |
283 |
- |
283 |
Deferred acquisition costs |
73 |
- |
73 |
Prepayments and accrued income |
3 |
- |
3 |
Financial assets at fair value through profit or loss |
|
|
|
Cash and cash equivalents |
44 |
- |
44 |
Insurance liabilities: |
|
|
|
- claims outstanding |
(395) |
- |
(395) |
- unearned premium |
(288) |
- |
(288) |
Deferred income tax liabilities |
- |
(38) |
(38) |
Other payables, including insurance and reinsurance payables |
(92) |
- |
(92) |
Accruals and deferred income |
(8) |
- |
(8) |
Net assets acquired |
76 |
164 |
240 |
|
|
|
|
Satisfied by: |
|
|
|
Cash and cash equivalents |
235 |
- |
235 |
Total consideration |
235 |
- |
235 |
|
|
|
|
Goodwill |
159 |
164 |
(5) |
|
2015 year of account |
2016 year of account |
2017 year of account |
Capacity acquired |
646,587 |
634,095 |
616,211 |
Reinsurance commuted
In August 2017 the Company increased the retained capacity on the 2016 underwriting year by £3.3m as certain quota contracts with capital providers for 2016 underwriting year of account have been commuted for a total fee of £113,000.
The Interim Report will be made available in electronic format on the Company's website, www.huwplc.com.