Helios Underwriting plc
("Helios" or the "Company")
Interim results for the six months ended 30 June 2018
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 2018.
The highlights are as follows:
• The operating profits before goodwill and impairment are £153,000 (30 June 2017 - £365,000)
• The contributions from the open underwriting years have reduced as the forecast improvements for the profitability for the older underwriting years - 2016 and 2017 - are lower.
• Two acquisitions have been completed in the post balance sheet period of these Financial Statements, with capacity of £1.4m. There is now a good flow of Limited Liability Vehicles (LLV's) for sale and we believe that we will be able to acquire a number of those currently available at prices that will be accretive to shareholder value. There have been 35 LLV's offered for sale so far in 2018 of which 15 remain unsold.
• The value of Lloyds' syndicate capacity is 30% lower in 2018 than the previous year and this provides an opportunity to continue to build the capacity fund to create value for shareholders.
• The first six months of 2018 experienced lower loss activity than 2017 which incurred significant losses from natural catastrophes.
• Small premium rate increases were achieved by underwriters in the first six months of 2018 which together with greater discipline encouraged by the Franchise Board at Lloyds in underwriting profitable portfolios should allow a return to profitable underwriting.
• Other income is in line with expectations and we continue to benefit from the fees and profit commissions payable by the quota share reinsurers. The investments held in Funds at Lloyds incurred a small negative return during the period.
• Earnings per share is 1.25p per share (30 June 2017 - 2.03p)
• The Adjusted Net Asset Value per share is £1.61 per share (31st December 2017 - £1.60p per share)
SUMMARY FINANCIAL INFORMATION |
|||
|
6 months to 30th June |
31st December |
|
|
2018 £000's |
2017 £000's |
2017 £000's |
|
|
|
|
Underwriting profits |
741 |
1,070 |
183 |
Other income |
18 |
391 |
1,278 |
Costs |
(606) |
(1,096) |
(1,867) |
Operating profit/(loss) for the period before impairment and goodwill |
153 |
365 |
(406) |
Profit/(loss) after tax |
182 |
297 |
(694) |
|
|
|
|
Earnings (Loss) per share |
1.25p |
2.03p |
(4.75p) |
Adjusted Net Asset Value per Share |
£1.61 |
£1.93 |
£1.6 |
The contribution from the older underwriting years (2016 and 2017) is lower than the same period last year. Although the loss activity has been muted in the first six months of 2018, the full effect of the actual loss activity will be reflected in the full year results.
Helios remains one of very few 'consolidators' of LLV's in the Lloyds market and the only one with a listing on an investment exchange. To date we have bought 30 such vehicles over a number of years. However, we are now seeing a significantly increased flow of attractive targets. The lack of buyers and increased supply is leading to prices that are more competitive.
Smaller investors are finding their costs increasing combined with an expectation of lower returns which can partially explain the increased flow. There are no accurate statistics as to the age of the 'decision makers 'within the community of LLV owners but the directors feel that many are aged and executor sales are a common feature. The complexity inherent in the business of running an LLV, more onerous regulatory requirements, rising costs and falling profits is a powerful incentive to put a vehicle up for sale and we strongly feel that the flow will increase in the coming months and years until a new equilibrium is reached based around fewer, larger investors. A window of opportunity has been opened which is exciting for Helios. We intend to take advantage of this opportunity before it closes and the Board is considering options to source the funds to acquire further LLV's.
Capacity acquired
Since the beginning of 2018 two corporate members have been acquired that has increased the capacity for the 2016 to 2018 years of account as follows:
|
Year of account - £m |
|||
2016 |
2017 |
2018 |
|
|
Capacity at 1 January 2018 |
37.8 |
37.0 |
41.0 |
|
Acquired during 2018 |
1.3 |
1.3 |
1.4 |
|
Capacity at 28th September 2018 |
39.1 |
38.3 |
42.4 |
|
Helios Retained Capacity |
19.5 |
13.0 |
12.7 |
|
Proportion of Capacity retained |
50% |
34% |
30% |
|
Our strategy of building the portfolio of syndicate capacity continues to rely on the flow of LLV's for sale at reasonable prices. The flow of companies put up for sale was late in starting as the full effect of the 2017 losses and lower capacity values had to be factored into the valuations. Since July, there has been a steady flow of vehicles being offered for sale. We have been active in assessing the potential acquisitions and would hope to be able to complete further acquisitions in the near future. We continue to remain selective on the vehicles acquired and several have been sold recently at prices that were unattractive to us.
We continue to reduce our exposure by 70% on the open underwriting year 2018 through quota share reinsurance. The quota share reinsurers fund their share of the capital requirements and pay Helios a fee and a profit commission. Stop loss reinsurance is bought for the remaining 30% to limit the Group's exposure in the event of large underwriting losses. As the size of our capacity fund increases more reinsurance can be ceded which in turn should increase our flow of fees and profit commission. Our costs should not increase at the same pace.
The Adjusted Net Asset Value per share is £1.61 per share (Dec 2017 - £1.60 per share). It is expected that there will continue to be demand for the top syndicates that make up a significant proportion of the Helios Capacity Fund at the Lloyds Capacity Auctions that take place later this year.
The company has commenced a program of buying back its own shares and to date has acquired 136,778 shares at an average price of 125p a significant discount to Adjusted Net Asset Value. We expect to continue this share buyback program.
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 result
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 Limited
Robert Finlay 020 7601 6100
David Coaten
Financial results summary
Six months ended 30 June 2018
|
6 months to 30 June 2018 |
6 months to 30 June 2017 |
Year to 31 December 2017 |
|
|
|
|
Underwriting profits |
741 |
1,070 |
183 |
Other Income |
|
|
|
Fees from reinsurers |
400 |
233 |
426 |
Corporate reinsurance recoveries |
(179) |
|
629 |
Goodwill on bargain purchase |
- |
|
65 |
Investment income |
(203) |
158 |
158 |
Total Other Income |
18 |
391 |
1278 |
Costs |
|
|
|
Pre - acquisition |
- |
(126) |
38 |
Stop loss costs |
(30) |
(113) |
(259) |
Operating costs |
(576) |
(857) |
(1646) |
Total Costs |
(606) |
(1,096) |
(1867) |
Profit for the year |
153 |
365 |
(406) |
Impairment charge |
82 |
8 |
(899) |
Tax |
(53) |
(76) |
611 |
Retained Profit |
182 |
297 |
(694) |
Period to 30th June 2018
Underwriting Year |
Helios retained capacity at 30 June 2018 £m |
Portfolio mid point forecasts |
Total profi/(loss)t currently estimated £'000 |
% earned in the 2018 half year calendar |
Helios Profits £'000 |
2016 |
17.8 |
5.40% |
952 |
38% |
366 |
2017 |
12 |
(7.4)% |
(888) |
(57)% |
510 |
2018 |
12.3 |
N/A |
|
|
(135) |
|
|
|
|
|
741 |
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 |
Year to 31 December 2017
Underwriting Year |
Helios retained capacity at 31 December 2017 £m |
Portfolio mid point forecasts |
Total profit currently estimated £'000 |
% earned in the 2017 half year calendar |
Helios Profits £'000 |
2015 |
19.7 |
12.9% |
2,547 |
51% |
1,294 |
2016 |
18.3 |
3.5% |
641 |
116% |
741 |
2017 |
12.0 |
N/A |
|
|
(1,852) |
|
|
|
|
|
183 |
Summary Balance Sheet
The summary Group balance sheet excludes items relating to syndicate participations. See Note 15 for further information.
|
6 Months to June 2018 £'000 |
6 Months to June 2017 £'000 |
Year to 31 December 2017 £'000 |
Intangible assets |
12,257 |
12,495 |
12,175 |
Funds at Lloyd's |
7,785 |
6,884 |
10,489 |
Other cash |
4,480 |
5,832 |
1,078 |
Other assets |
4,479 |
2,383 |
6,669 |
Total assets |
29,001 |
27,594 |
30,411 |
Deferred tax |
2,094 |
2,943 |
2,963 |
Borrowings |
- |
- |
1,094 |
Other liabilities |
2,504 |
5,903 |
4,390 |
Total liabilities |
4,598 |
8,846 |
8,447 |
Syndicate equity |
(3,430) |
3,253 |
(954) |
Total equity |
20,973 |
22,001 |
21,010 |
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 2018 £'000 |
6 months to 30 June 2017 £'000 |
Year to 31 December 2017 £'000 |
|
|
|
|
Opening Balance (free cash) |
1,078 |
7,229 |
7,229 |
|
|
|
|
Income |
|
|
|
Acquired on acquisition |
- |
237 |
420 |
Distribution of profits (net of tax retentions) |
3,177 |
4,490 |
4,064 |
Transfers from Funds at Lloyds' |
3,887 |
66 |
2,211 |
Investment income |
8 |
25 |
300 |
Other income |
- |
- |
- |
Sale of investments |
- |
- |
- |
Borrowings |
(1,094) |
- |
1,094 |
|
|
|
|
Expenditure |
|
|
|
Operating costs (inc Hampden / Nomina fees) |
(447) |
(646) |
(1,294) |
Reinsurance Cost |
(122) |
(115) |
(262) |
Payments to QS reinsurers |
(1,279) |
- |
(550) |
Acquisition of LLV's |
- |
(4,080) |
(4,858) |
Transfers to Funds at Lloyds' |
(728) |
(560) |
(5,818) |
Tax |
- |
(2) |
(655) |
Dividends paid |
- |
(812) |
(803) |
Closing balance |
4,480 |
5,832 |
1,078 |
Adjusted NAV
|
6 months to 30 June 2018 £'000 |
6 months to 30 June 2017 £'000 |
Year to 31 December 2017 £'000 |
Net tangible assets |
8,716 |
9,506 |
8,835 |
Group letters of credit |
1,711 |
2,160 |
1,532 |
Value of capacity (WAV) |
13,046 |
16,484 |
13,046 |
|
23,473 |
28,150 |
23,413 |
Share in issue - basic & diluted |
14,604 |
14,604 |
14,604 |
Adjusted net asset value per share £ |
1.61 |
1.93 |
1.60 |
Interim condensed consolidated statement of comprehensive income
Six months ended 30 June 2018
|
Note |
6 months ended 30 June 2018 Unaudited £'000 |
6 months ended 30 June 2017 Unaudited £'000 |
12 months ended 31 December 2017 Audited £'000 |
Gross premium written |
4 |
20,647 |
17,061 |
34,701 |
Reinsurance premium ceded |
|
(6,043) |
(5,119) |
(6,717) |
Net premium written |
4 |
14,604 |
11,942 |
27,984 |
Change in unearned gross premium provision |
5 |
(3,793) |
(432) |
1,761 |
Change in unearned reinsurance premium provision |
5 |
1,946 |
771 |
(319) |
|
5 |
(1,847) |
339 |
1,442 |
Net earned premium |
3,4 |
12,757 |
12,281 |
29,426 |
Net investment income |
6 |
(87) |
581 |
1,010 |
Other underwriting income |
|
- |
- |
267 |
Other income |
|
344 |
255 |
(35) |
Revenue |
|
13,014 |
13,117 |
30,668 |
Gross claims paid |
|
(10,543) |
(8,108) |
(19,204) |
Reinsurers' share of gross claims paid |
|
2,083 |
1,038 |
4,905 |
Claims paid, net of reinsurance |
|
(8,460) |
(7,070) |
(14,299) |
Change in provision for gross claims |
5 |
4,255 |
(1,810) |
(8,761) |
Reinsurers' share of change in provision for gross claims |
5 |
(4,320) |
678 |
5,028 |
Net change in provision for claims |
5 |
(65) |
(1,132) |
(3,733) |
Net insurance claims and loss adjustment expenses |
4 |
(8,525) |
(8,202) |
(18,032) |
Expenses incurred in insurance activities |
|
(3,992) |
(3,967) |
(11,819) |
Other operating expenses |
|
(344) |
(583) |
(1,288) |
Operating expenses |
|
(4,336) |
(4,550) |
(13,107) |
Operating profit before goodwill and impairment |
4 |
153 |
365 |
(471) |
Goodwill on bargain purchase |
|
- |
- |
65 |
Impairment of goodwill |
|
- |
- |
- |
Impairment of syndicate capacity |
|
82 |
8 |
(899) |
Profit before tax |
|
235 |
373 |
(1,305) |
Income tax charge |
7 |
(53) |
(76) |
611 |
Profit for the period |
|
182 |
297 |
(694) |
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 |
|
182 |
297 |
(694) |
|
|
|
|
|
|
|
|
|
|
Profit for the period attributable to owners of the Parent |
|
182 |
297 |
(694) |
Total comprehensive income for the period attributable to owners of the Parent |
|
182 |
297 |
(694) |
Earnings per share attributable to owners of the Parent |
|
|
|
|
Basic |
8 |
1.25p |
2.03p |
(4.75)p |
Diluted |
8 |
1.20p |
2.03p |
(4.74)p |
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 2018
|
Note |
6 months ended 30 June 2018 Unaudited £'000 |
6 months ended 30 June 2017 Unaudited £'000 |
12 months ended 31 December 2017 Audited £'000 |
Assets |
|
|
|
|
Intangible assets |
|
12,257 |
12,495 |
12,175 |
Financial assets at fair value through profit or loss |
|
41,711 |
43,886 |
48,074 |
Reinsurance assets: |
|
|
|
|
- reinsurers' share of claims outstanding |
5 |
14,164 |
8,840 |
14,836 |
- reinsurers' share of unearned premium |
5 |
4,791 |
3,976 |
2,354 |
Other receivables, including insurance and reinsurance receivables |
|
36,179 |
28,967 |
32,949 |
Deferred acquisition costs |
|
4,382 |
4,218 |
4,420 |
Prepayments and accrued income |
|
642 |
364 |
268 |
Cash and cash equivalents |
|
8,039 |
6,853 |
2,844 |
Total assets |
|
122,165 |
109,599 |
117,920 |
Liabilities |
|
|
|
|
Insurance liabilities: |
|
|
|
|
- claims outstanding |
5 |
55,685 |
45,772 |
59,833 |
- unearned premium |
5 |
20,773 |
19,193 |
15,916 |
Deferred income tax liabilities |
|
2,094 |
2,943 |
2,963 |
Borrowings |
|
- |
- |
1,094 |
Other payables, including insurance and reinsurance payables |
|
21,509 |
15,273 |
15,558 |
Accruals and deferred income |
|
1,131 |
4,417 |
1,546 |
Total liabilities |
|
101,192 |
87,598 |
96,910 |
Equity |
|
|
|
|
Equity attributable to owners of the Parent: |
|
|
|
|
Share capital |
11 |
1,510 |
1,460 |
1,510 |
Share premium |
11 |
15,387 |
15,387 |
15,387 |
Other reserves - treasury shares |
11 |
(50) |
- |
(50) |
Retained earnings |
|
4,126 |
5,154 |
4,163 |
Total equity |
|
20,973 |
22,001 |
21,010 |
Total liabilities and equity |
|
122,165 |
109,599 |
117,920 |
The Financial Statements were approved and authorised for issue by the Board of Directors on 27 September 2018, and were signed on its behalf by:
Nigel Hanbury
Chief Executive
The notes are an integral part of these Financial Statements.
Interim condensed consolidated statement of changes in equity
Six months ended 30 June 2018
|
|
|
Attributable to owners of the Parent |
||||
Consolidated |
Note |
Share capital £'000 |
Share premium £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total £'000 |
|
At 1 January 2018 |
|
1,510 |
15,387 |
(50) |
4,163 |
21,010 |
|
Total comprehensive income for the year: |
|
|
|
|
|
|
|
Profit for the year |
|
- |
- |
- |
182 |
182 |
|
Other comprehensive income, net of tax |
|
- |
- |
- |
- |
- |
|
Total comprehensive income for the year |
|
- |
- |
- |
182 |
182 |
|
Transactions with owners: |
|
|
|
|
|
|
|
Dividends paid |
9 |
- |
- |
- |
(219) |
(219) |
|
Other |
|
- |
- |
- |
- |
- |
|
Total transactions with owners |
|
- |
- |
- |
(219) |
(219) |
|
At 30 June 2018 |
|
1,510 |
15,387 |
(50) |
4,126 |
20,973 |
|
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 |
|
- |
- |
- |
(803) |
(803) |
|
Share issue |
|
- |
(12) |
- |
- |
(12) |
|
Total transactions with owners |
|
- |
(12) |
- |
(803) |
(815) |
|
At 30 June 2017 |
|
1,460 |
15,387 |
- |
5,154 |
22,001 |
|
At 1 January 2017 |
|
1,460 |
15,399 |
- |
5,660 |
22,519 |
|
Total comprehensive income for the year: |
|
|
|
|
|
|
|
Profit for the year |
|
- |
- |
- |
(694) |
(694) |
|
Other comprehensive income, net of tax |
|
- |
- |
- |
- |
- |
|
Total comprehensive income for the year |
|
- |
- |
- |
(694) |
(694) |
|
Transactions with owners: |
|
|
|
|
|
|
|
Dividends paid |
|
- |
- |
- |
(803) |
(803) |
|
Treasury shares (JSOP) |
11 |
- |
- |
(50) |
- |
(50) |
|
Share issue |
11 |
50 |
(12) |
|
- |
38 |
|
Total transactions with owners |
|
50 |
(12) |
(50) |
(803) |
(815) |
|
At 31 December 2017 |
|
1,510 |
15,387 |
(50) |
4,163 |
21,010 |
|
The notes are an integral part of these Financial Statements.
Interim condensed consolidated statement of cash flows
Six months ended 30 June 2018
|
Note |
6 months ended 30 June 2018 Unaudited £'000 |
6 months ended 30 June 2017 Unaudited £'000 |
12 months ended 31 December 2017 Audited £'000 |
Cash flows from operating activities |
|
|
|
|
Profit before tax |
|
235 |
373 |
(1,305) |
Adjustments for: |
|
|
|
|
- Other comprehensive income, gross of tax |
|
- |
- |
- |
- Interest received |
|
(6) |
(2) |
(126) |
- Investment income |
6 |
(100) |
(526) |
(731) |
- Goodwill on bargain purchase |
|
- |
- |
65 |
- Impairment of goodwill |
|
- |
- |
- |
- (Profit)/loss on sale of intangible assets |
|
- |
- |
(4) |
- Impairment of intangible assets |
|
(82) |
(8) |
899 |
- Goodwill on acquisition |
|
- |
(134) |
- |
Changes in working capital: |
|
|
|
|
- change in fair value of financial assets held at fair value through profit or loss |
|
(46) |
(105) |
426 |
- (increase)/decrease in financial assets at fair value through profit or loss |
|
7,248 |
5,835 |
2,314 |
- (increase)/decrease in other receivables |
|
(3,566) |
5,636 |
2,920 |
- (increase)/decrease in other payables |
|
3,775 |
(463) |
(1,790) |
- net (increase)/decrease in technical provisions |
|
(1,056) |
(7,017) |
(2,801) |
Cash generated/(utilised) from operations |
|
6,402 |
3,589 |
(262) |
Income tax paid |
|
- |
2 |
(630) |
Net cash inflow from operating activities |
|
6,402 |
3,591 |
(893) |
Cash flows from investing activities |
|
|
|
|
Interest received |
|
6 |
2 |
126 |
Investment income |
|
100 |
526 |
731 |
Purchase of intangible assets |
|
- |
- |
(180) |
Proceeds from disposal of intangible assets |
|
- |
- |
28 |
Acquisition of subsidiaries, net of cash acquired |
|
- |
(3,478) |
(3,471) |
Net cash inflow from investing activities |
|
106 |
(2,950) |
(2,766) |
Cash flows from financing activities |
|
|
|
|
Net proceeds from issue of ordinary share capital |
|
- |
- |
- |
Borrowings |
|
(1,094) |
- |
1,094 |
Dividends paid to owners of the Parent |
|
(219) |
- |
(803) |
Net cash outflow from financing activities |
|
(1,313) |
- |
291 |
Net increase in cash and cash equivalents |
|
5,195 |
641 |
(3,368) |
Cash and cash equivalents at beginning of period |
|
2,844 |
6,212 |
6,212 |
Cash and cash equivalents at end of period |
|
8,039 |
6,853 |
2,844 |
Cash held within the syndicates' accounts is £3,900,000 (2017: £4,439,000 ) of the total cash and cash equivalents held at the end of the period £8,039,000 (2017: £6,853,000). 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.
The notes are an integral part of these Financial Statements.
Notes to the financial statements
Six months ended 30 June 2018
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 2018.
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, Chapman Underwriting Limited, RBC CEES Trustees Limtied, Helios UTG Partner Limited, Nomina No 035 LLP, Nomina No 342 LLP, Nomina No 380 LLP, Nomina No 372 LLP ,Salviscount LLP and Inversanda LLP (Note 10).
The Condensed Consolidated Interim Financial Statements for the six months ended 30 June 2018 and 2017 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 2017.
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 2017. The new standards and amendments to standards and interpretations effective after 1 January 2018, as disclosed in the Annual Report for the year ended 31 December 2017, have not had a significant impact on the Condensed Consolidated Interim Financial Statements at 30 June 2018.
New standards effective from 1 January 2018:-
• IFRS 9 "Financial Instruments", issued on 24 July 2014 (effective 1 January 2018).
• IFRS 15 "Revenue from Contracts with Customers", issued on 27 May 2014, including amendments to IFRS 15, issued on 11 September 2015 (effective 1 January 2018).]
• IFRS 16 "Leases", issued on 13 January 2016 (effective 1 January 2019).
• Clarifications to IFRS 15 "Revenue from Contracts with Customers", issued on 12 April 2014 (effective 1 January 2018).
• Amendments to IFRS 12: Classification and Measurement of Share-based Payment Transactions, issued on 20 June 2016 (effective 1 January 2018).
• Amendments to IFRS 4: Applying IFRS 9 "Financial Instruments" with IFRS 4 "Insurance Contracts", issued on 12 September 2016 (effective 1 January 2018).
• IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration, issued on 8 December 2016 (effective 1 January 2018).
• Amendments to IAS 40: Transfers of Investment Property, issued on 8 December 2016 (effective 1 January 2018).
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 2018 Unaudited |
Syndicate participation £'000 |
Investment management £'000 |
Other corporate activities £'000 |
Total £'000 |
Net earned premium |
14,012 |
- |
(1,255) |
12,757 |
Net investment income |
(102) |
15 |
- |
(87) |
Other income |
- |
- |
344 |
344 |
Net insurance claims and loss adjustment expenses |
(8,525) |
- |
- |
(8,525) |
Expenses incurred in insurance activities |
(2,851) |
- |
(1,141) |
(3,992) |
Other operating expenses |
- |
- |
(344) |
(344) |
Goodwill on bargain purchase |
- |
- |
- |
- |
Impairment of goodwill |
- |
- |
- |
- |
Impairment of syndicate capacity (see Note 13) |
- |
- |
82 |
82 |
Profit before tax |
2,534 |
15 |
(2,314) |
235 |
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 |
12 months ended 31 December 2017 Audited |
Syndicate participation £'000 |
Investment management £'000 |
Other corporate activities £'000 |
Total £'000 |
Net earned premium |
29,426 |
- |
- |
29,426 |
Net investment income |
909 |
101 |
- |
1,010 |
Other income |
(169) |
- |
401 |
232 |
Net insurance claims and loss adjustment expenses |
(19,621) |
- |
1,589 |
(18,032) |
Expenses incurred in insurance activities |
(11,543) |
- |
(276) |
(11,819) |
Other operating expenses |
30 |
- |
(1,318) |
(1,288) |
Goodwill on bargain purchase |
- |
- |
65 |
65 |
Impairment of goodwill |
- |
- |
- |
- |
Impairment of syndicate capacity (see Note 13) |
- |
- |
(899) |
(899) |
Profit before tax |
(968) |
101 |
(4,38) |
(1,305) |
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 2018 other corporate activities totalling £1,255,000 (2017:1,457,000 - 2015, 2016 and 2017 years of account) represents the 2016, 2017 and 2018 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 Statement of Comprehensive Income of the period.
4. Operating profit before goodwill and impairment
|
Underwriting year of account* |
|
|
|
|
|||
6 months ended 30 June 2018 |
2016 and prior £'000 |
2017 £'000 |
2018 £'000 |
Sub-total £'000 |
Pre- acquisition £'000 |
Corporate reinsurance £'000 |
Other corporate £'000 |
Total £'000 |
Gross premium written |
337 |
2,940 |
17,370 |
20,647 |
- |
- |
- |
20,647 |
Reinsurance ceded |
103 |
(542) |
(4,319) |
(4,758) |
- |
(1,255) |
(30) |
(6,043) |
Net premium written |
440 |
2,398 |
13,051 |
15,888 |
- |
(1,255) |
(30) |
14,604 |
Net earned premium |
1,764 |
8,511 |
3,767 |
14,042 |
- |
(1,255) |
(30) |
12,757 |
Other income |
195 |
(139) |
3 |
59 |
- |
400 |
(202) |
257 |
Net insurance claims and loss adjustment expenses |
(333) |
(4,581) |
(3,432) |
(8,346) |
- |
- |
(179) |
(8,525) |
Operating expenses |
(608) |
(2,362) |
(790) |
(3,760) |
- |
- |
(576) |
(4,336) |
Operating profit before goodwill and impairment |
1,017 |
1,430 |
(452) |
1,995 |
- |
(855) |
(987) |
153 |
Quota share adjustment |
(651) |
(920) |
317 |
(1,254) |
- |
1,254 |
- |
- |
Operating profit before goodwill and impairment after quota share adjustment |
366 |
510 |
(135) |
741 |
- |
399 |
(987) |
153 |
|
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* |
|
|
|
|
|||
12 months ended 31 December 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 |
15 |
4,688 |
32,021 |
36,724 |
(2,023) |
- |
- |
34,701 |
Reinsurance ceded |
128 |
(789) |
(6,244) |
(6,905) |
447 |
- |
(259) |
(6,717) |
Net premium written |
143 |
3,899 |
25,777 |
29,819 |
(1,576) |
- |
(259) |
27,984 |
Net earned premium |
1,974 |
15,063 |
14,151 |
31,188 |
(1,503) |
- |
(259) |
29,426 |
Other income |
211 |
313 |
233 |
757 |
(98) |
425 |
158 |
1,242 |
Net insurance claims and loss adjustment expenses |
1,742 |
(8,524) |
(14,458) |
(21,240) |
990 |
1,589 |
629 |
(18,032) |
Operating expenses |
(1,588) |
(4,825) |
(5,697) |
(12,110) |
649 |
- |
(1,646) |
(13,107) |
Operating profit before goodwill and impairment |
2,339 |
2,027 |
(5,771) |
(1,405) |
38 |
2,014 |
(1,118) |
(471) |
Quota share adjustment |
(1,004) |
(1,287) |
3,920 |
1,589 |
- |
(1,589) |
- |
- |
-Operating profit before goodwill and impairment after quota share adjustment |
1,294 |
741 |
(1,852) |
183 |
38 |
425 |
(1,118) |
(471) |
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 2018 |
59,833 |
14,836 |
44,997 |
Increase in reserves arising from acquisition of subsidiary undertakings |
- |
- |
- |
Movement of reserves |
(4,255) |
(4,320) |
65 |
Other movements |
107 |
3,648 |
(3,541) |
At 30 June 2018 |
55,685 |
14,164 |
41,521 |
Movement in unearned premium
|
Gross £'000 |
Reinsurance £'000 |
Net £'000 |
At 1 January 2018 |
15,916 |
2,354 |
13,562 |
Increase in reserves arising from acquisition of subsidiary undertakings |
- |
- |
- |
Movement of reserves |
3,793 |
1,946 |
1,847 |
Other movements |
1,064 |
491 |
573 |
At 30 June 2018 |
20,773 |
4,791 |
15,982 |
Included within other movements are the 2015 and prior years' claims reserves reinsured into the 2016 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 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 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 2017 |
50,087 |
9,674 |
40,413 |
Increase in reserves arising from acquisition of subsidiary undertakings |
6,390 |
1,467 |
4,923 |
Movement of reserves |
8,761 |
5,028 |
3,733 |
Other movements |
(5,405) |
(1,333) |
(4,072) |
At 31 December 2017 |
59,833 |
14,836 |
44,997 |
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 |
2,909 |
291 |
2,617 |
Movement of reserves |
(1,761) |
(319) |
(1,442) |
Other movements |
(2,053) |
(166) |
(1,886) |
At 31 December 2017 |
15,916 |
2,354 |
13,562 |
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.
6. Net investment income
|
6 months ended 30 June 2018 Unaudited £'000 |
6 months ended 30 June 2017 Unaudited £'000 |
12 months ended 31 December 2017 Audited £'000 |
Investment income |
100 |
526 |
731 |
Realised (losses)/gains on financial assets at fair value through profit or loss |
(38) |
193 |
652 |
Unrealised (losses)/gains on financial assets at fair value through profit or loss |
(155) |
(139) |
(426) |
Investment management expenses |
- |
(1) |
(73) |
Bank interest |
6 |
2 |
126 |
Net investment income |
(87) |
581 |
1,010 |
7. Income tax charge
Analysis of tax charge/(credit) in the period
|
6 months ended 30 June 2018 Unaudited £'000 |
6 months ended 30 June 2017 Unaudited £'000 |
12 months ended 31 December 2017 Audited £'000 |
Income tax charge |
53 |
179 |
(611) |
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 19.25% (2017: 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 2018 Unaudited
|
6 months ended 30 June 2017 Unaudited
|
12 months ended 31 December 2017 Audited
|
Profit for the period after tax attributable to ordinary shareholders |
£182,000 |
£297,000 |
£(694,000) |
Weighted average number of shares in issue |
14,604,240 |
14,604,240 |
14,604,240 |
Basic earnings per share |
1.25p |
2.03p |
(4.75)p |
Diluted earnings per share |
1.20p |
2.03p |
(4.74)p |
9. Dividends paid or proposed
A final dividend of 1.5p per share was proposed and agreed at the AGM on 27 June 2018 (2017: 5.5p), amounting to a total of £219,000. The dividend payment was settled on 6 July 2018.
10. Investments in subsidiaries
|
30 June 2018 £'000 |
30 June 2017 £'000 |
31 December 2017 £'000 |
Total |
15,456 |
23,015 |
15,456 |
At 30 June 2018 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 2018 ownership |
30 June 2017 ownership |
31 December 2017 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% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Charmac Underwriting Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Nottus (No 51) Limited |
Direct |
100% |
100% |
100% |
Lloyd's of London corporate vehicle |
|
Chapman Underwriting Limited |
Direct |
100% |
- |
100% |
Lloyd's of London corporate vehicle |
|
RBC CEES Trustees Limited |
Direct |
100% |
- |
100% |
Joint Share Ownership Plan |
|
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% |
100% |
Lloyd's of London corporate vehicle |
|
Inversanda 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, Salviscount LLP and Inversanda LLP.
There were no acquisitions during this period.
For details of all new acquisitions made during the post balance sheet period refer to note 17.
11. Share capital and share premium
Allotted, called up and fully paid |
Number of shares |
Ordinary share capital £'000 |
Partly paid ordinary share capital £'000 |
Share premium £'000 |
Total £'000 |
Ordinary shares of 10p each and share premium at 30 June 2017 |
14,604,240 |
1,460 |
- |
15,387 |
16,847 |
Ordinary shares of 10p each and share premium at 31 December 2017 |
15,104,240 |
1,460 |
50 |
15,387 |
16,897 |
Ordinary shares of 10p each and share premium at 30 June 2018 |
15,104,240 |
1,460 |
50 |
15,387 |
16,897 |
The party paid ordinary shares are not entitled to dividend distribution rights during the period.
12. 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 2018 are set out below:
Company |
30 June 2018 Unaudited £'000 |
30 June 2017 Unaudited £'000 |
31 December 2017 £'000 |
Balances due from/(to) Group companies at the period end: |
|
|
|
Hampden Corporate Member Limited |
(103) |
(363) |
136 |
Nameco (No. 365) Limited |
(61) |
(54) |
(50) |
Nameco (No. 605) Limited |
(153) |
(282) |
(64) |
Nameco (No. 321) Limited |
(9) |
(73) |
(10) |
Nameco (No. 917) Limited |
6,483 |
3,989 |
7,647 |
Nameco (No. 229) Limited |
(10) |
(4) |
(7) |
Nameco (No. 518) Limited |
(40) |
(81) |
(9) |
Nameco (No. 804) Limited |
11 |
(69) |
188 |
Halperin Underwriting Limited |
(29) |
(43) |
(18) |
Bernul Limited |
13 |
2 |
10 |
Dumasco Limited |
(43) |
(194) |
(44) |
Nameco (No. 311) Limited |
(37) |
(115) |
(34) |
Nameco (No. 402) Limited |
(194) |
(275) |
(191) |
Updown Underwriting Limited |
53 |
525 |
80 |
Nameco (No. 507) Limited |
32 |
(252) |
(4) |
Nameco (No. 76) Limited |
(41) |
(90) |
55 |
Kempton Underwriting Limited |
62 |
18 |
154 |
Devon Underwriting Limited |
220 |
105 |
47 |
Nameco (No 346) Limited |
(93) |
(703) |
(321) |
Pooks Limited |
464 |
- |
346 |
Charmac Underwriting Limited |
(378) |
511 |
(513) |
Nottus (No 51) Limited |
232 |
(316) |
230 |
Chapman /underwriting Limited |
590 |
- |
358 |
Nomina No 035 LLP |
- |
- |
- |
Nomina No 342 LLP |
- |
- |
- |
Nomina No 380 LLP |
- |
- |
- |
Nomina No 372 LLP |
- |
- |
- |
Salviscount LLP |
- |
- |
- |
Inversanda LLP |
- |
- |
- |
Helios UTG Partner Limited |
1,113 |
735 |
1,241 |
RBC CEES Trustee Limited |
50 |
- |
50 |
Total (note 15) |
8,132 |
2,971 |
9,285 |
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 £160,000 (2017: £154,000 ).
13. Related party transactions
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 2018 are set out below:
Company |
30 June 2018 Unaudited £'000 |
30 June 2017 Unaudited £'000 |
31 December 2017 £'000 |
Hampden Corporate Member Limited |
- |
- |
- |
Nameco (No. 365) Limited |
- |
- |
- |
Nameco (No. 605) Limited |
- |
- |
- |
Nameco (No. 321) Limited |
- |
- |
- |
Nameco (No. 917) Limited |
58 |
70 |
70 |
Nameco (No. 229) Limited |
- |
- |
- |
Nameco (No. 518) Limited |
- |
- |
- |
Nameco (No. 804) Limited |
- |
- |
- |
Halperin Underwriting Limited |
- |
- |
- |
Bernul Limited |
- |
- |
- |
Dumasco Limited |
- |
- |
- |
Nameco (No. 311) Limited |
10 |
13 |
13 |
Nameco (No. 402) Limited |
11 |
14 |
14 |
Updown Underwriting Limited |
- |
- |
- |
Nameco (No. 507) Limited |
15 |
24 |
24 |
Nameco (No. 76) Limited |
2 |
13 |
13 |
Kempton Underwriting Limited |
2 |
3 |
3 |
Devon Underwriting Limited |
7 |
8 |
8 |
Nameco (No 346) Limited |
44 |
49 |
49 |
Pooks Limited |
6 |
1 |
1 |
Charmac Underwriting Limited |
22 |
25 |
25 |
Nottus (No 51) Limited |
13 |
14 |
14 |
Chapman Underwriting Limited |
- |
- |
15 |
Nomina No 035 LLP |
- |
- |
- |
Nomina No 342 LLP |
- |
- |
- |
Nomina No 380 LLP |
- |
19 |
19 |
Nomina No 372 LLP |
- |
15 |
15 |
Salviscount LLP |
18 |
21 |
21 |
Inversanda LLP |
- |
- |
9 |
Total |
208 |
289 |
313 |
The Group entered into quota share reinsurance contracts for the 2016, 2017 and 2018 years of account with protected cell companies of Hampden Insurance PCC (Guernsey) Limited. The Limited Liability Vehicles' underwriting year of account quota share participations are set out below:
Company or partnership |
2016 |
2017 |
2018 |
Hampden Corporate Member Limited |
- |
- |
- |
Nameco (No. 365) Limited |
- |
- |
- |
Nameco (No. 605) Limited |
- |
- |
- |
Nameco (No. 321) Limited |
- |
- |
- |
Nameco (No. 917) Limited |
70% |
70% |
70% |
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 |
70% |
70% |
70% |
Nameco (No. 346) Limited |
70% |
70% |
70% |
Pooks Limited |
- |
70% |
70% |
Charmac Underwriting Limited |
- |
70% |
70% |
Nottus (No 51) Limited |
- |
70% |
70% |
Chapman Underwriting Limited |
- |
- |
70% |
Helios UTG Partner Limited |
- |
- |
- |
Nomina No 035 LLP |
- |
- |
- |
Nomina No 342 LLP |
- |
- |
- |
Nomina No 380 LLP |
- |
- |
- |
Nomina No 372 LLP |
- |
- |
- |
Salviscount LLP |
- |
70% |
70% |
Inversanda LLP |
- |
70% |
70% |
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. 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 £1,474,000 (2017: £2,910,000) 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 |
|||
2015 £ |
2016] £ |
2017 £ |
2018 £ |
||
33 |
Hiscox Syndicates Limited |
2,871,019 |
3,064,799 |
3,580,867 |
5,297,171 |
218 |
ERS Syndicate Management Limited |
1,428,916 |
1,546,728 |
2,035,707 |
3,620,710 |
308 |
Tokio Marine Kiln Syndicates Limited |
184,528 |
100,000 |
100,000 |
- |
386 |
QBE Underwriting Limited |
796,734 |
885,658 |
672,969 |
747,513 |
510 |
Tokio Marine Kiln Syndicates Limited |
5,087,827 |
5,362,274 |
5,809,920 |
6,116,592 |
557 |
Tokio Marine Kiln Syndicates Limited |
553,433 |
575,567 |
580,415 |
600,201 |
609 |
Atrium Underwriters Limited |
3,142,475 |
3,365,822 |
3,422,705 |
3,905,698 |
623 |
Beazley Furlonge Limited |
3,460,226 |
4,167,460 |
5,013,065 |
6,147,506 |
727 |
S A Meacock & Company Limited |
1,011,479 |
1,038,878 |
1,046,360 |
1,070,909 |
958 |
Canopius Managing Agents Limited |
268,646 |
- |
- |
- |
1176 |
Chaucer Syndicates Limited |
556,986 |
661,905 |
722,837 |
949,535 |
1200 |
Argo Managing Agency Limited |
293,819 |
267,554 |
77,143 |
- |
1729 |
Asta Managing Agency Limited |
123,314 |
65,468 |
24,334 |
- |
1884 |
Charles Taylor Managing Agency Limited |
25,000 |
- |
- |
- |
1910 |
Asta Managing Agency Limited |
- |
1,257,270 |
- |
- |
1991 |
R&O Managing Agency Limited |
89,245 |
26,001 |
- |
- |
2010 |
Cathedral Underwriting Limited |
891,939 |
971,014 |
991,475 |
1,068,231 |
2014 |
Pembroke Managing Agency Limited |
1,600,287 |
1,632,349 |
1,027,113 |
- |
2121 |
Argenta Syndicate Management Limited |
260,341 |
- |
- |
- |
2525 |
Asta Managing Agency Limited |
173,799 |
217,715 |
219,859 |
301,196 |
2689 |
Asta Managing Agency Limited |
- |
- |
835,100 |
- |
2791 |
Managing Agency Partners Limited |
3,923,678 |
4,128,424 |
4,179,131 |
4,390,188 |
2988 |
Brit Syndicates Limited |
- |
- |
47,511 |
- |
4444 |
Canopius Managing Agents Limited |
- |
101,429 |
- |
548,447 |
5820 |
ANV Syndicates Limited |
331,535 |
154,479 |
- |
- |
5886 |
Asta Managing Agency Limited |
- |
- |
- |
33,211 |
6103 |
Managing Agency Partners Limited |
237,410 |
265,895 |
299,357 |
1,168,071 |
6104 |
Hiscox Syndicates Limited |
1,357,666 |
1,324,201 |
950,646 |
954,481 |
6105 |
Ark Syndicate Management Limited |
695,838 |
- |
- |
- |
6107 |
Beazley Furlonge Limited |
453,737 |
453,737 |
635,222 |
950,004 |
6111 |
Catlin Underwriting Agencies Limited |
1,659,850 |
1,902,876 |
- |
- |
6117 |
Argo Managing Agency Limited |
948,091 |
1,885,281 |
2,649,897 |
2,810,000 |
7200 |
Members' agent pooling arrangement |
372,157 |
204,504 |
163,920 |
- |
7201 |
Members' agent pooling arrangement |
1,896,583 |
1,046,079 |
866,838 |
- |
7202 |
Members' agent pooling arrangement |
674,602 |
378,539 |
313,269 |
- |
7203 |
Members' agent pooling arrangement |
218,791 |
101,811 |
97,098 |
- |
7211 |
Members' agent pooling arrangement |
272,262 |
175,265 |
192,184 |
- |
7215 |
Members' agent pooling arrangement |
150,468 |
150,917 |
164,129 |
- |
7217 |
Members' agent pooling arrangement |
246,987 |
260,707 |
274,428 |
332,876 |
7227 |
Members' agent pooling arrangement |
42,705 |
80,070 |
3,613 |
4,817 |
Total |
|
36,302,373 |
37,820,676 |
36,997,112 |
41,017,357 |
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 2018 |
30 June 2017 |
31 December 2017 |
||||||
Group £'000 |
Syndicate £'000 |
Total £'000 |
Group £'000 |
Syndicate £'000 |
Total £'000 |
Group £'000 |
Syndicate £'000 |
Total £'000 |
|
Assets |
|
|
|
|
|
|
|
|
|
Intangible assets |
12,257 |
- |
12,257 |
12,495 |
- |
12,495 |
12,175 |
- |
12,175 |
Financial assets at fair value through profit or loss |
8,124 |
33,587 |
41,711 |
10,302 |
33,584 |
43,886 |
10,489 |
37,585 |
48,074 |
Reinsurance assets: |
|
|
|
|
|
|
|
|
|
- reinsurers' share of claims outstanding |
449 |
13,715 |
14,164 |
- |
8,840 |
8,840 |
- |
14,836 |
14,836 |
- reinsurers' share of unearned premium |
- |
4,791 |
4,791 |
- |
3,976 |
3,976 |
- |
2,354 |
2,354 |
Other receivables, including insurance and reinsurance receivables |
3,772 |
32,407 |
36,179 |
2,315 |
26,652 |
28,967 |
6,669 |
26,280 |
32,949 |
Deferred acquisition costs |
- |
4,382 |
4,382 |
- |
4,218 |
4,218 |
- |
4,420 |
4,420 |
Prepayments and accrued income |
260 |
382 |
642 |
68 |
296 |
364 |
- |
268 |
268 |
Cash and cash equivalents |
4,139 |
3,900 |
8,039 |
2,414 |
4,439 |
6,853 |
1,078 |
1,766 |
2,844 |
Total assets |
29,001 |
93,164 |
122,165 |
27,594 |
82,005 |
109,597 |
30,411 |
87,509 |
117,920 |
Liabilities |
|
|
|
|
|
|
|
|
|
Insurance liabilities: |
|
|
|
|
|
|
|
|
|
- claims outstanding |
- |
55,685 |
55,685 |
- |
45,772 |
45,772 |
- |
59,833 |
59,833 |
- unearned premium |
- |
20,773 |
20,773 |
- |
19,193 |
19,193 |
- |
15,916 |
15,916 |
Deferred income tax liabilities |
2,094 |
- |
2,094 |
2,943 |
- |
2,943 |
2,963 |
- |
2,963 |
Borrowings |
- |
- |
- |
- |
- |
- |
1,094 |
- |
1,094 |
Other payables, including insurance and reinsurance payables |
1,678 |
19,831 |
21,509 |
1,915 |
13,358 |
15,273 |
3,397 |
12,161 |
15,558 |
Accruals and deferred income |
826 |
305 |
1,131 |
3,988 |
429 |
4,417 |
993 |
553 |
1,546 |
Total liabilities |
4,598 |
96,594 |
101,192 |
8,846 |
78,752 |
87,598 |
8,447 |
88,436 |
96,910 |
Equity attributable to owners of the Parent |
|
|
|
|
|
|
|
|
|
Share capital |
1,510 |
- |
1,510 |
1,460 |
- |
1,460 |
1,510 |
- |
1,510 |
Share premium |
15,387 |
- |
15,387 |
15,387 |
- |
15,387 |
15,387 |
- |
15,387 |
Other reserves |
(50) |
- |
(50) |
- |
- |
- |
(50) |
- |
(50) |
Retained earnings |
7,556 |
(3,430) |
4,126 |
1,901 |
3,253 |
5,154 |
5,117 |
(954) |
4,163 |
Total equity |
24,403 |
(3,430) |
20,973 |
18,748 |
3,253 |
22,001 |
21,964 |
(954) |
21,010 |
Total liabilities and equity |
29,001 |
93,164 |
122,165 |
27,594 |
82,005 |
109,599 |
30,412 |
87,509 |
117,920 |
17. Events after the financial reporting period
Fyshe Underwriting LLP
On 31 August 2018, Helios UTG Partner Limited, a 100% subsidiary of the Company, became a 100% corporate partner in Fyshe Underwriting LLP for a total consideration of £69,000. Fyshe Underwriting LLP is incorporated in England and Wales and is a corporate member of Lloyds.
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 £92,000 giving rise to Negative Goodwill of £23,000 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 |
- |
154 |
154 |
Financial assets at fair value through profit or loss |
506 |
- |
506 |
Reinsurance assets: |
|
|
|
- reinsurers' share of claims outstanding |
249 |
- |
249 |
- reinsurers' share of unearned premium |
36 |
- |
36 |
Other receivables, including insurance and reinsurance receivables |
320 |
- |
320 |
Deferred acquisition costs |
64 |
- |
64 |
Prepayments and accrued income |
2 |
- |
2 |
Financial assets at fair value through profit or loss |
|
|
|
Cash and cash equivalents |
89 |
- |
89 |
Insurance liabilities: |
|
|
|
- claims outstanding |
(916) |
- |
(916) |
- unearned premium |
(221) |
- |
(221) |
Deferred income tax liabilities |
- |
(29) |
(29) |
Other payables, including insurance and reinsurance payables |
(142) |
- |
(142) |
Accruals and deferred income |
(20) |
- |
(20) |
Net assets acquired |
(33) |
(125) |
92 |
|
|
|
|
Satisfied by: |
|
|
|
Cash and cash equivalents |
69 |
- |
69 |
Total consideration |
69 |
- |
69 |
|
|
|
|
Goodwill |
102 |
- |
(23) |
|
2016 year of account |
2017 year of account |
2018 year of account |
Capacity acquired |
495,450 |
486,041 |
500,150 |
Nomina No 505 LLP
On 25 September 2018, Helios UTG Partner Limited, a 100% subsidiary of the Company, became a 100% corporate partner in Nomina No 505 LLP for a total consideration of £318,000. Nomina No 505 LLP is incorporated in England and Wales and is a corporate member of Lloyds.
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 £254,000 giving rise to positive Goodwill of £64,000 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 |
4 |
214 |
218 |
Financial assets at fair value through profit or loss |
815 |
- |
815 |
Reinsurance assets: |
- |
- |
- |
- reinsurers' share of claims outstanding |
388 |
- |
388 |
- reinsurers' share of unearned premium |
53 |
- |
53 |
Other receivables, including insurance and reinsurance receivables |
515 |
217 |
732 |
Deferred acquisition costs |
118 |
- |
118 |
Prepayments and accrued income |
6 |
- |
6 |
Financial assets at fair value through profit or loss |
|
|
|
Cash and cash equivalents |
116 |
- |
116 |
Insurance liabilities: |
|
|
|
- claims outstanding |
(1,427) |
- |
(1,427) |
- unearned premium |
(395) |
- |
(395) |
Deferred income tax liabilities |
- |
(82) |
(82) |
Other payables, including insurance and reinsurance payables |
(263) |
- |
(263) |
Accruals and deferred income |
(25) |
- |
(25) |
Net assets acquired |
(95) |
349 |
254 |
|
|
|
|
Satisfied by: |
|
|
|
Cash and cash equivalents |
318 |
- |
318 |
Total consideration |
318 |
- |
318 |
|
|
|
|
Goodwill |
413 |
- |
64 |
|
2016 year of account |
2017 year of account |
2018 year of account |
Capacity acquired |
796,755 |
852,255 |
922,937 |
Share buy back
Since the balance sheet date, the Company has started a share buyback programme. The Company has purchased 136,778 shares for a total consideration of £171,000 as the time of these Financial Statements being signed. These shares will be held in Treasury. This brings the total shares in issue at (excluding Treasury shares) to 14,467,462 (note 11).
The Interim Report will be made available in electronic format on the Company's website, www.huwplc.com.