Interim Results
Catlin Group Limited
12 September 2005
CATLIN GROUP LIMITED ANNOUNCES
INTERIM RESULTS FOR PERIOD ENDED 30 JUNE 2005
HAMILTON, Bermuda - Catlin Group Limited ('CGL': London Stock Exchange), the
international property and casualty insurer and reinsurer, announces record net
income for the six months ended 30 June 2005.
Financial highlights:
• Net income increased to record US$111.2 million (30 June 2004: US$95.8
million)
• Annualised weighted return on average equity was 22.0 per cent (30 June
2004: 23.3 per cent)
• Book value per share grew by 7.8 per cent from US$6.30 at 31 December
2004 to US$6.79; in sterling terms this increase is 15.5 per cent from £3.28
to £3.79
• Gross premiums written decreased to US$781.7 million (30 June 2004:
US$935.3 million) due to disciplined underwriting and timing of premiums
written
• Net premiums earned increased to US$627.1 million (30 June 2004:
US$548.2 million)
• Combined ratio was stable at 82.3 per cent (30 June 2004: 81.8 per cent)
despite increasing competitive pressures and does not reflect any
significant releases from prior year reserves
• Earnings per share of 72 US cents (30 June 2004: 62 US cents*)
• Interim dividend increased to 9.9 US cents (5.4 pence) per share (30
June 2004: 7.9 US cents; 4.3 pence)
For the six months ended 30 June
US$000 except where indicated 2005 2004 % change
--------- --------- ---------
Gross premiums written 781,739 935,300 -16.4%
Net premiums written 658,695 795,343 -17.2%
Net premiums earned 627,086 548,230 14.4%
Income before income tax expense 126,335 112,627 12.2%
Net income 111,175 95,846 16.0%
Earnings per share (US$)* 0.72 0.62 16.1%
Interim dividend per share (US cents) 9.9 7.9 25.3%
Book value per share (US$) 6.79 5.93 14.5%
Effective tax rate 12.0% 14.9% --
Combined ratio 82.3% 81.8% --
Annualised weighted return on average
equity 22.0% 23.3% --
* 30 June 2004 figure is pro forma based on 154.1 million shares in issue
Operational highlights:
• Hurricane Katrina provisional loss estimate of $275 million gross of
reinsurance, $125 million net of reinsurance; comparable with 2004 hurricane
losses; will be reflected in second half results
• Weighted average rate decrease of 2 per cent during period ended 30 June
2005 (30 June 2004: 2 per cent increase)
• Continued growth in Catlin Bermuda and Catlin UK business segments; 51
per cent of gross premiums written by these segments (30 June 2004: 27 per
cent)
• Positive contribution to profits from all business segments
• Establishment of underwriting offices in Belgium, Canada and Guernsey
• Establishment of Catlin Insurance Company (UK) Ltd (Catlin UK) as a
separate subsidiary, replacing previous UK branch office of Catlin Bermuda
• Agreement in principle reached to purchase US shell insurance company,
allowing Catlin to develop a fourth underwriting platform writing admitted
business in 27 states
Commenting on the Group's interim results, Chief Executive Stephen Catlin said:
'The first half of 2005 was a successful period for Catlin with both net income
and book value per share increasing substantially. This performance demonstrates
Catlin's determination to underwrite in a disciplined manner as market
competition increases.
'Hurricane Katrina has caused widespread economic and human loss in the United
States, and our thoughts are very much with the residents of New Orleans and
surrounding areas at this difficult time. The staff of our New Orleans office,
and their families, are safe and accounted for. We have, for the interim,
relocated our New Orleans employees, and they are working from our Houston
office. Our priority now is to ensure that our policyholders in the impacted
areas receive first class claims handling services.
'Estimates of the impact of Hurricane Katrina on the Catlin Group are
necessarily provisional and subject to significant uncertainty at this time. We
estimate that losses arising from Hurricane Katrina will be of the order of
US$275 million gross of reinsurance and US$125 million net, figures that are
comparable with the losses sustained by the Group in respect of the 2004
hurricanes. We currently expect Hurricane Katrina to have a positive impact on
rates in many classes of business.
'Notwithstanding the positive effect of any rate rises resulting from Hurricane
Katrina, we expect gross premiums written for the full year 2005 to be lower
than in 2004. However, the year on year decline at 30 June is exaggerated by the
timing of the underwriting of some risks. If these timing effects are excluded,
the decrease in gross premiums written for the period ended 30 June 2005 would
have been approximately 10 per cent. We are managing our portfolio across all of
our underwriting classes to ensure maximisation of margin and efficient use of
capital in challenging market conditions. The development of the Group's
business has been consistent with our underlying strategy.
'We are also pleased to announce an increase in the interim dividend to
shareholders, which demonstrates management's confidence in the ongoing success
of our business.'
- ends -
For more information contact:
Media Relations:
James Burcke, Tel: +44 (0)20 7458 5710
Head of Communications, London Mobile: +44 (0)7958 767 738
E-mail: james.burcke@catlin.com
Liz Morley, Tel: +44 (0)20 7379 5151
The Maitland Consultancy E-mail emorley@maitland.co.uk
Investor Relations:
William Spurgin, Tel: +44 (0)20 7458 5726
Head of Investor Relations, London Mobile +44 (0)7710 314 365
E-mail: william.spurgin@catlin.com
Notes:
1. The Catlin Group, headquartered in Bermuda, is an international specialist
property/casualty insurer and reinsurer writing more than 30 classes of business
worldwide. Catlin wrote gross premiums of US$1.43 billion and reported record
net income of US$154.1 million in 2004. Catlin shares are traded on the London
Stock Exchange (ticker symbol: 'CGL').
2. The Catlin Group currently operates three underwriting platforms:
• The Catlin Syndicate at Lloyd's of London (Syndicate 2003). The Catlin
Syndicate is the eighth largest syndicate at Lloyd's based on 2005 premium
capacity of £500 million. It is a recognised leader of numerous classes of
specialty insurance and reinsurance. Over the past 20 years, the Catlin
Syndicate and its predecessors have consistently outperformed the Lloyd's
market as a whole.
• Catlin Bermuda (Catlin Insurance Company Ltd.). Catlin Bermuda
underwrites property treaty and casualty treaty reinsurance and property and
casualty insurance for US risks on a surplus lines basis.
• Catlin UK (Catlin Insurance Company (UK) Ltd.). Catlin UK specialises in
writing commercial property, general liability, professional indemnity,
directors' and officers' liability and commercial crime insurance for UK
clients. It also writes other classes of business written by the Catlin
Syndicate.
All three Catlin underwriting platforms have a financial strength rating of 'A'
(Excellent) from A.M. Best Company.
The Catlin Group also operates subsidiaries located in Houston and New Orleans
in the US, as well as in the UK, Guernsey, Canada, Germany, Belgium, Singapore,
Malaysia and Australia. These subsidiaries, which underwrite on behalf of
Catlin's underwriting platforms, allow Catlin to work more closely with local
clients and their brokers.
3. Catlin management will make a presentation to investment analysts at
10.30am BST today at its London office. The presentation will be broadcast live
on the Group's website (www.catlin.com). The webcast will also be available on
the website following the presentation.
4. Catlin's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America ('US
GAAP'). The Group reports its results in US dollars.
5. Rates of exchange at 30 June 2005 - balance sheet: £1=US$1.79 (30 June
2004: US$1.81); income statement: £1=US$1.88 (30 June 2004: US$1.82).
6. Detailed information regarding Catlin's financial results for the six
months ended 30 June 2005, including unaudited consolidated financial
statements, is attached.
7. The Catlin Group's website can be found at www.catlin.com.
Financial Results
The Catlin Group is pleased to report record net income for the first half of
2005. This performance is a direct result of our unyielding commitment to
disciplined underwriting, the successful initiatives that we have previously put
in place and our flexible multi-platform underwriting structure. Earned premium
growth is continuing, and this, together with ongoing excellent operating
ratios, has contributed to the record profit performance.
The Group's net income before income taxes increased 12.2 per cent to US$126.3
million (30 June 2004: US$112.6 million), whilst net income rose by 16.0 per
cent to US$111.2 million (30 June 2004: US$95.8 million). The Group's annualised
return on average equity for the six months was 22.0 per cent (30 June 2004:
23.3 per cent), reflecting the increased levels of both net income and
stockholders' equity. Book value per share increased by 7.8 per cent from
US$6.30 at 31 December 2004 to US$6.79 at 30 June 2005. In sterling terms, this
is a 15.5 per cent increase, from £3.28 to £3.79.
Net income is stated after allowing for the effect of the stronger dollar, which
has resulted in foreign exchange losses of US$21.5 million (30 June 2004: US$3.2
million). Almost all of the foreign exchange effect relates to losses on the
re-translation of intra-Group net assets held by Catlin Bermuda, which are
denominated in sterling. These foreign exchange effects have no significant
economic impact, and offsetting intra-Group entries are reflected in
stockholders' equity. The impact of foreign exchange on the income statement is
greater under US Generally Accepted Accounting Principles ('US GAAP') than under
International Financial Reporting Standards ('IFRS'). If the Group reported
under IFRS, net income for the period would have been approximately 10 per cent
greater.
The Group's net result from underwriting operations, as shown in the table
below, rose by 14.4 per cent to US$109.4 million (30 June 2004: US$95.6
million). The combined ratio at 30 June 2005 was 82.3 per cent (30 June 2004:
81.8 per cent), reflecting the Group's highly selective underwriting and the
generally low incidence of losses in the period.
Gross premiums written decreased by 16.4 per cent during the first six months of
2005 to US$781.7 million (30 June 2004: US$935.3 million). If timing differences
are excluded, gross premiums written during the period would have decreased by
approximately 10 per cent. Management does not currently expect the decrease in
gross written premiums at 31 December 2005 to be as large in percentage terms as
at 30 June 2005. The Group's approach to both new and renewal business has been
highly selective, such that the decrease in weighted average premium rates
during the period was 2 per cent. Gross premiums written were also impacted by
exchange rate effects for non-dollar business.
Net premiums earned increased by 14.4 per cent to US$627.1 million (30 June
2004: US$548.2 million).
The Group maintained its conservative investment philosophy during the period,
with assets of US$2.22 billion (30 June 2004: US$1.71 billion) invested
primarily in fixed maturities and cash and cash equivalents. Net investment
income and net realised gains on investments amounted to US$38.2 million (30
June 2004: US$20.1 million). The annualised total return on average investments
was 3.1 per cent (30 June 2004: 1.7 per cent), reflecting the higher yields
available in the most recent period.
With effect from 1 January 2005, the Group is no longer amortising purchased
syndicate capacity; this intangible asset has a balance sheet value of US$51
million at 30 June 2005. Amortisation of this asset reported in the comparative
period to 30 June 2004 was US$1.7 million after tax.
The Group's effective tax rate during the first half of 2005 was 12.0 per cent
(30 June 2004: 14.9 per cent). Management believes that this is indicative of
the likely tax rate for the full year.
Dividend
The Board has declared an interim dividend of 9.9 US cents (5.4 pence) per share
(30 June 2004: 7.9 US cents (4.3 pence)), an increase of 25 per cent. This
demonstrates management's confidence in the ongoing success of our business. The
interim dividend will be paid on 14 November 2005 to shareholders of record at
the close of business on 14 October 2005.
Segmental Information
Commencing with the 2005 interim report, the Group has amended its segmental
reporting method to be aligned to the Group's multi-platform structure and in
response to the current operational management and reporting framework. Whilst
the Group previously reported its non-Lloyd's business through the Corporate
Direct and Corporate Reinsurance segments, this business is now divided into two
new segments - Catlin UK and Catlin Bermuda - to reflect the Group's
underwriting platforms. Catlin UK primarily underwrites direct insurance
business; most of its business had previously been accounted for in the
Corporate Direct Segment. Catlin Bermuda primarily writes reinsurance business,
including intra-Group reinsurance; most of its business had previously been
accounted for in the Corporate Reinsurance Segment.
Comparative figures are presented on the new segmental reporting basis. The
changes have no effect on the Catlin Syndicate Direct and Catlin Syndicate
Reinsurance segments.
Six months ended 30 June 2005 (US$000)
Catlin Catlin
Syndicate Syndicate Catlin Catlin Intra
Direct Reinsurance Bermuda UK Group Total
------- -------- -------- -------- -------- --------
Gross premiums
written 379,035 187,848 290,455 115,237 (190,836) 781,739
Reinsurance
premiums ceded (185,015) (88,319) (6,580) (33,966) 190,836 (123,044)
------- -------- -------- -------- -------- --------
Net premiums
written 194,020 99,529 283,875 81,271 - 658,695
Change in
unearned
premiums 88,116 (4,110) (127,857) 12,242 - (31,609)
------- -------- -------- -------- -------- --------
Net premiums
earned 282,136 95,419 156,018 93,513 - 627,086
Losses and
loss expenses (134,607) (38,729) (78,414) (53,523) - (305,273)
Policy
acquisition
costs (93,092) (31,141) (25,010) (19,340) 9,035 (159,548)
Administrative
expenses (18,432) (6,234) (10,193) (6,109) - (40,968)
Other expenses (1,284) (434) (710) (426) (9,035) (11,889)
------- -------- -------- -------- -------- --------
Net
underwriting
result 34,721 18,881 41,691 14,115 - 109,408
------- -------- -------- -------- -------- --------
Loss ratio 47.7% 40.6% 50.3% 57.2% 48.7%
Expense 39.7% 39.4% 22.8% 27.4% 33.6%
ratio
Combined ratio 87.4% 80.0% 73.1% 84.6% 82.3%
Six months ended 30 June 2004 (US$000)
Catlin Catlin
Syndicate Syndicate Catlin Catlin Intra
Direct Reinsurance Bermuda UK Group Total
------- -------- -------- -------- -------- --------
Gross premiums
written 557,725 180,561 172,146 83,620 (58,752) 935,300
Reinsurance
premiums ceded (149,539) (22,527) (5,013) (21,631) 58,752 (139,958)
-------- -------- -------- -------- -------- --------
Net premiums
written 408,186 158,034 167,133 61,989 - 795,342
Change in
unearned
premiums (84,228) (71,494) (42,786) (48,604) (247,112)
-------- -------- -------- -------- -------- --------
Net premiums
earned 323,958 86,540 124,347 13,385 - 548,230
Losses and
loss expenses (166,503) (29,448) (60,635) (9,518) - (266,104)
Policy
acquisition
costs (105,452) (21,012) (17,953) (5,874) 7,433 (142,858)
Administrative
expenses (16,728) (4,469) (6,421) (691) - (28,309)
Other expenses (4,662) (1,245) (1,789) (193) (7,433) (15,322)
-------- -------- -------- -------- -------- --------
Net
underwriting
result 30,613 30,366 37,549 (2,891) - 95,637
-------- -------- -------- -------- -------- --------
Loss ratio 51.4% 34.0% 48.8% 71.1% 48.5%
Expense 38.4% 30.2% 20.3% 49.8% 33.3%
ratio
Combined ratio 89.8% 64.2% 69.1% 120.9% 81.8%
Overview of Results and Operations
All four business segments contributed to the Group's excellent performance,
with an increasing portion of Catlin's business underwritten outside the Group's
traditional Lloyd's base. During the six months ended 30 June 2005, Catlin
Bermuda and Catlin UK accounted for 51 per cent of the Group's gross premiums
written after intra-Group reinsurance (30 June 2004: 27 per cent). Business
originated by the Catlin Syndicate amounted to 73 per cent of gross premiums
written (30 June 2004: 79 per cent), while business written by the corporate
platforms - Catlin Bermuda and Catlin UK - amounted to 27 per cent (30 June
2004: 21 per cent).
The decrease in gross premiums written on a Group-wide basis was the result of
several factors. Premium rates for many classes of business decreased during the
period, and in many cases we declined to underwrite business at a rate that we
did not believe was wholly adequate for the risk. In several key areas of the
Group's portfolio, sizeable reductions in exposure were implemented. During the
six months ended 30 June 2005, weighted average premium rates across all classes
of business underwritten by Catlin decreased by 2 per cent, compared with a 2
per cent increase during the comparable period of 2004. One of the Group's core
principles is to maintain underwriting discipline at all times, and we are
pleased with our performance in the first half of 2005. As a result of this
discipline, rate adequacy across Catlin's book of business remained robust
during the period.
A portion of the decrease in gross premiums written is attributable to timing
differences and changes in our portfolio as capital is allocated to business
classes which offer the best potential for return. Some business that was
underwritten in the first half of 2004 is not expected to be renewed until the
second half of 2005. As a result, we expect that the percentage decrease in
gross premiums written for the full year 2005 will not be as great as for the
six month period to 30 June. The strengthening of the US dollar against sterling
during the period also contributed to the reduction in gross premiums written
when sterling denominated premiums underwritten by the Catlin Syndicate and
Catlin UK were converted to US dollars.
The decrease in gross written premiums was most pronounced in the Catlin
Syndicate Direct segment, where volume fell by 32.0 per cent to US$379.0
million. Part of the decrease was due to increasingly competitive market
conditions in certain classes of business, including large US property accounts
and energy risks. In these cases, our underwriters chose not to write business
for which premiums were not considered adequate. Also contributing to the
decreased volume in this segment was the fact that business that had previously
been underwritten by the Catlin Syndicate was underwritten by Catlin UK during
the first six months of 2005.
In March 2005, the Group received approval from the UK Financial Services
Authority to establish Catlin Insurance Company (UK) Ltd as a wholly owned
subsidiary of Catlin Insurance Company Ltd. of Catlin Bermuda. Catlin UK was
formerly organised as Catlin Bermuda's UK branch office. As a UK domiciled and
FSA regulated company, Catlin UK is permitted to underwrite business from any
member country of the European Economic Area ('EEA'). Business previously
underwritten by the UK branch has been transferred to the new company through a
court approved novation. Gross premiums written by Catlin UK, which began
underwriting in January 2004, increased by 37.8 percent during the period. This
disciplined growth reflects new casualty and professional indemnity business
written for UK clients as well as the business formerly underwritten by the
Catlin Syndicate that has been transferred to Catlin UK.
The Catlin Syndicate Reinsurance segment reported a 4.0 per cent increase in
gross premiums written, largely driven by an increase in demand for marine
excess of loss reinsurance following the hurricanes in the second half of 2004.
Gross premiums written by Catlin Bermuda increased by 68.7 per cent, largely
reflecting the increase in the amount of intra-Group reinsurance ceded by other
segments to Catlin Bermuda. Before the effects of intra-Group reinsurance,
Catlin Bermuda's gross premiums written decreased by about 12 per cent, arising
from the withdrawal from the medical expenses class of business. Volume in
Catlin Bermuda's two largest classes of business, property catastrophe
reinsurance and casualty treaty reinsurance, both increased.
Loss experience throughout the Group was favourable during the period, as
reflected by the loss ratio of 48.7 per cent (30 June 2004: 48.5 per cent)
during a period in which weighted average premium rates decreased.
The loss, expense and combined ratios for each segment in the table above are
reported after allowing for the effect of intra-Group reinsurance and therefore
do not reflect the ratios pertaining to the business as underwritten in the
segments prior to intra-Group transactions. The gross premiums written and the
loss, expense and combined ratios for the segments, excluding the effect of
intra-Group reinsurance, are as follows:
Six months ended 30 June 2005 (US$000)
Catlin Catlin
Syndicate Syndicate Catlin Catlin
Direct Reinsurance Bermuda UK Total
-------- -------- -------- -------- --------
Gross premiums written 379,035 187,848 99,619 115,237 781,739
Loss ratio 52.8% 41.8% 28.6% 58.5% 48.7%
Expense ratio 35.9% 32.6% 30.9% 29.9% 33.6%
Combined ratio 88.7% 74.4% 59.5% 87.4% 82.3%
Six months ended 30 June 2004 (US$000)
Catlin Catlin
Syndicate Syndicate Catlin Catlin
Direct Reinsurance Bermuda UK Total
-------- -------- -------- -------- --------
Gross premiums written 557,725 180,561 113,394 83,620 935,300
Loss ratio 52.6% 34.9% 37.2% 71.1% 48.5%
Expense ratio 34.4% 27.7% 31.3% 51.1% 33.3%
Combined ratio 87.0% 62.6% 68.5% 122.2% 81.8%
The Group's operating infrastructure - which includes three underwriting
platforms (the Catlin Syndicate, Catlin Bermuda and Catlin UK) supported by a
network of international offices - continues to perform well, giving the Group
advantages not shared by its competitors. Our operating structure is extremely
flexible, allowing us to expand quickly in areas where we see profitable
opportunities.
The Group has reached an agreement in principle to acquire a shell insurance
company, which is an admitted insurer in 27 US states. Upon completion and
regulatory approval, the company will be renamed Catlin Insurance Company Inc
('Catlin US') and will become the Group's fourth underwriting platform. Catlin
US will write speciality classes of property/casualty insurance for US
commercial clients that require coverage written by an admitted insurer.
The admitted specialty classes of business to be written by Catlin US will
represent a new source of business for the Group, although the business to be
underwritten will be consistent with Catlin's existing book of US surplus lines
business underwritten by the Catlin Syndicate and Catlin Bermuda. We believe
that the creation of Catlin US will enhance the Group's current relationships in
the United States. The Group is currently recruiting staff for Catlin US, and it
is envisioned that the company could begin underwriting with effect from 1
January 2006, subject to regulatory approvals. The establishment of Catlin US
will therefore have little impact on the Group's 2005 results.
Catlin also continued to strengthen its network of international offices during
2005 with the establishment of three new offices. Catlin Belgium in Antwerp
specialises in underwriting cargo and other specialist classes of insurance.
Catlin Canada in Toronto underwrites property and casualty, construction,
engineering, marine and aviation coverage for Canadian policyholders. Catlin
Guernsey underwrites general aviation business. All three offices are expected
to write modest amounts of quality business on behalf of the Catlin Syndicate
during the second half of 2005, with volumes increasing in subsequent years. The
new offices build upon the existing Catlin network of international offices in
the United States (Houston and New Orleans), Germany (Cologne), Singapore,
Malaysia (Kuala Lumpur) and Australia (Sydney). These offices allow the Group to
work more closely with retail brokers and their clients, which is a stated goal
of the Group.
IFRS
The Group continues to prepare its accounts in accordance with US GAAP. In order
to facilitate comparison with UK-based companies which now prepare their
accounts in accordance with IFRS, the Group has included a reconciliation of net
income and stockholders' equity from US GAAP to IFRS in the notes to the
consolidated financial statements. This reconciliation replaces the US GAAP to
UK GAAP reconciliation which the Group has presented in prior reporting periods.
If the Group prepared its accounts in accordance with IFRS, net income at 30
June 2005 would have been increased by approximately $11 million, or 10 per
cent, and the corresponding annualised return on average equity would have been
24.3 per cent.
Outlook
In a risk business circumstances can change very quickly as vividly shown by
Hurricane Katrina, which may be the largest insured loss in history. At this
stage it is difficult to anticipate either the outcome of the loss or the
reaction to the loss by the market. However, we would expect a firming in rates
in many classes of business. Other than Hurricane Katrina, 2005 to date has been
a relatively benign loss year. It remains to be seen whether or not we
experience further hurricane activity or other major loss activity in our
portfolio. Our current expectation is for the underlying portfolio to remain
very profitable.
We believe that Catlin is well positioned to continue to deliver superior
returns to shareholders. Rates across our book of business are strong, and we
believe they will remain strong for the foreseeable future. The underwriting
discipline which Catlin displayed during the first six months of 2005
underscores our commitment to underwriting profitability over the long term. We
believe this discipline, combined with the additions to our operating structure
made so far this year, will result in profitable underwriting opportunities in
the years to come.
Stephen Catlin
Chief Executive
9 September 2005
Catlin Group Limited
Consolidated Balance Sheets
As at 30 June 2005 and 2004 and 31 December 2004
(US dollars in thousands, except share amounts)
30 June 30 June 31 December
2005 2004 2004
(unaudited) (unaudited) (audited)
--------- --------- ---------
Assets
Investments
Fixed maturities, available-for-sale
(amortised cost: 2005:
$1,525,917; June 2004: $1,080,859;
Dec 2004: $1,441,014) $1,531,650 $1,079,129 $1,452,198
Short-term investments 60,596 52,701 173,037
Cash and cash equivalents 624,243 579,261 354,608
Investment in associate 2,520 2,361 2,869
--------- --------- ---------
Total investments 2,219,009 1,713,452 1,982,712
--------- --------- ---------
Accrued investment income 13,989 10,408 15,925
Premiums and other receivables 628,255 720,518 629,544
Reinsurance recoverable (net of
allowance of 2005: $18,303; June 2004:
$15,632; Dec 2004: $18,864) 338,072 255,680 390,945
Deposit with reinsurer 21,823 60,606 57,830
Reinsurers' share of unearned premiums 88,890 96,252 51,748
Deferred acquisition costs 143,025 185,618 142,511
Intangible assets and goodwill
(accumulated amortisation 2005:
$27,210; June 2004: $25,266; Dec 2004:
$29,163) 66,032 69,374 71,238
Other assets 48,853 81,400 30,673
--------- --------- ---------
Total assets $3,567,948 $3,193,308 $3,373,126
--------- --------- ---------
Liabilities and stockholders' equity
Liabilities:
Unpaid losses and loss expenses $1,482,400 $1,085,491 $1,472,819
Unearned premiums 776,393 914,015 722,891
Deferred gain 8,124 19,418 19,548
Reinsurance payable 109,851 113,148 59,137
Notes payable 50,250 50,359 50,187
Accounts payable and other liabilities 61,297 90,919 70,138
Deferred taxes 22,246 6,707 7,219
--------- --------- ---------
Total liabilities $2,510,561 $2,280,057 $2,401,939
--------- --------- ---------
The accompanying notes are an integral part of the consolidated financial
statements.
30 June 30 June 31 December
2005 2004 2004
(unaudited) (unaudited) (audited)
--------- --------- ---------
Stockholders' equity:
Ordinary common shares, par value $0.01
Authorised 250,000,000; issued and
outstanding 2005: 155,843,070; June
2004: 154,071,925; Dec 2004:
154,097,989) $1,558 $1,541 $1,541
Additional paid-in capital 719,075 715,167 716,649
Accumulated other comprehensive
income/(loss) 565 (6,012) 4,156
Retained earnings 336,189 202,555 248,841
--------- --------- ---------
Total stockholders' equity 1,057,387 913,251 971,187
--------- --------- ---------
Total liabilities and stockholders'
equity $3,567,948 $3,193,308 $3,373,126
--------- --------- ---------
Approved by the Board of Directors on 9 September 2005
The accompanying notes are an integral part of the consolidated financial
statements.
Catlin Group Limited
Consolidated Statements of Operations (unaudited)
For the Six Months Ended 30 June 2005 and 2004
(US dollars in thousands, except share amounts)
2005 2004
-------- --------
Revenues
Gross premiums written $781,739 $935,300
Reinsurance premiums ceded (123,044) (139,958)
-------- --------
Net premiums written 658,695 795,342
Change in unearned premiums (31,609) (247,112)
-------- --------
Net premiums earned 627,086 548,230
-------- --------
Net investment income 36,849 18,867
Net realised gains on investments 1,339 1,223
Net realised (losses) on foreign currency exchange (21,545) (3,160)
Other income 284 60
-------- --------
Total revenues 644,013 565,220
-------- --------
Expenses
Losses and loss expenses 305,273 266,104
Policy acquisition costs 159,548 142,858
Administrative expenses 40,968 28,309
Other expenses 11,889 15,322
-------- --------
Total expenses 517,678 452,593
-------- --------
Income before income tax expense 126,335 112,627
Income tax expense (15,160) (16,781)
-------- --------
Net income $111,175 $95,846
-------- --------
Earnings per common share
Basic $0.72 $1.19
Diluted $0.66 $0.65
The accompanying notes are an integral part of the consolidated financial
statements.
Catlin Group Limited
Consolidated Statements of Changes in Stockholders' Equity
and Accumulated Other Comprehensive Income (unaudited)
For the Six Months Ended 30 June 2005 and 2004
(US dollars in thousands, except share amounts)
Accumulated
Additional other Total
Common Preference paid-in Retained comprehensive stockholders'
stock shares capital earnings income (loss) equity
------- ------- -------- -------- --------- ---------
Balance 1
January 2004 $8 $50 $533,276 $106,709 $(1,406) $638,637
Comprehensive
income:
Net income - - - 95,846 - 95,846
Other
comprehensive
loss - - - - (4,606) (4,606)
------- ------- -------- -------- --------- ---------
Total
comprehensive
income - - - 95,846 (4,606) 91,240
------- ------- -------- -------- --------- ---------
Payment of
PIK 4 - (4) - - -
dividend
Redesignation
of preference
shares 50 (50) - - - -
19-1 bonus
issue 1,167 - (1,167) - - -
Global 312 - 182,092 - - 182,404
offer
Stock
compensation
expense - - 970 - - 970
------- ------- -------- -------- --------- ---------
Balance 30
June 2004 $1,541 - $715,167 $202,555 $(6,012) $913,251
------- ------- -------- -------- --------- ---------
Balance 1
January 2005 $1,541 $- $716,649 $248,841 $4,156 $971,187
Comprehensive
income:
Net income - - - 111,175 - 111,175
Other
comprehensive
income - - - - (3,591) (3,591)
------- ------- -------- -------- --------- ---------
Total
comprehensive
income - - - 111,175 (3,591) 107,584
------- ------- -------- -------- --------- ---------
Stock
compensation
expense - - 2,096 - - 2,096
Stock options
and warrants
exercised 17 - (17) - - -
Dividends - - - (23,480) - (23,480)
paid
Deferred
compensation
obligation - - 347 (347) - -
------- ------- -------- -------- --------- ---------
Balance 30
June 2005 $1,558 $- $719,075 $336,189 $565 $1,057,387
------- ------- -------- -------- --------- ---------
The accompanying notes are an integral part of the consolidated financial
statements.
Catlin Group Limited
Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended 30 June 2005 and 2004
(US dollars in thousands, except share amounts)
2005 2004
--------- ---------
Cash flows provided by operating activities
Net income $111,175 $95,846
Adjustments to reconcile net income to net cash provided
by operations:
Amortisation and depreciation 4,949 5,126
Amortisation of discounts of fixed maturities (4,708) (955)
Net realised (gains) on investments (1,339) (1,224)
Unpaid losses and loss expenses 109,569 112,902
Unearned premiums 100,937 296,655
Premiums and other receivables (46,761) (251,791)
Deferred acquisition costs (9,119) (54,290)
Reinsurance payable 104,449 65,970
Reinsurance recoverable 9,145 35,977
Reinsurers' share of unearned premiums (58,081) (52,591)
Deposit with reinsurer 36,008 33,864
Deferred gain (11,844) (10,811)
Accounts payable and other liabilities (5,184) 35,210
Deferred tax 15,150 3,048
Other (51,809) (14,953)
--------- ---------
Net cash flows provided by operating activities 302,537 297,983
--------- ---------
Cash flows used in investing activities
Purchases of fixed maturities (951,914) (601,327)
Purchases of short-term investments (190,115) (494,193)
Proceeds from sales of fixed maturities 806,985 247,606
Proceeds from maturities of fixed maturities 50,487 26,346
Proceeds from sales of short-term investments 311,798 600,118
Purchase of intangible assets - (346)
Purchases of property and equipment (3,841) (6,893)
Proceeds from sales of property and equipment 6 1
--------- ---------
Net cash flows provided by/(used in) investing
activities 23,406 (228,688)
--------- ---------
The accompanying notes are an integral part of the consolidated financial
statements.
Catlin Group Limited
Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended 30 June 2005 and 2004
(US dollars in thousands, except share amounts)
2005 2004
--------- ---------
Cash flows provided by financing activities
Proceeds from issue of common shares $- $182,404
Dividends paid on common shares (23,425) -
Proceeds from exercise of stock options - -
Proceeds from notes payable 100 100
Repayment of notes payable (100) (100)
Proceeds from short-term debt - 552
Repayment of short-term debt - (119)
--------- ---------
Net cash flows (used in)/provided by financing
activities (23,425) 182,837
--------- ---------
Net increase in cash and cash equivalents 302,518 252,132
Cash and cash equivalents - beginning of period 354,608 325,667
Effect of exchange rate changes (32,883) 1,462
--------- ---------
Cash and cash equivalents - end of period $624,243 $579,261
--------- ---------
Supplemental cash flow information
Taxes paid $3 $105
--------- ---------
Interest paid $702 $298
--------- ---------
Cash and cash equivalents comprise the following:
Cash at bank and in hand $615,656 $568,067
--------- ---------
Cash equivalents $8,587 $11,194
--------- ---------
The accompanying notes are an integral part of the consolidated financial
statements.
Catlin Group Limited
Notes to the Consolidated Financial Statements (unaudited)
For the Six Months Ended 30 June 2005 and 2004
(US dollars in thousands, except share amounts)
1 Basis of preparation
The unaudited interim consolidated financial statements have been prepared in
accordance with the accounting policies set out in the consolidated financial
statements for the year ended 31 December 2004.
During the first half of 2005, the Group reassessed its estimate of the useful
life of syndicate capacity purchased during 2002 and determined that it was
indefinite. As a result, the Group has ceased amortising this intangible asset
and instead it will be tested at least annually for impairment. This change in
accounting estimate will be applied prospectively.
The effect of this change in accounting estimate on current period
administrative expenses, income before income tax expense and net income, as
well as on basic and diluted earnings per share, is presented below.
Before change Effect of change
in accounting in accounting
estimate estimate As reported
--------- --------- ---------
Administrative expenses $42,882 $(1,914) $40,968
Income before income tax expense 124,421 1,914 126,335
Income tax expense (14,929) (231) (15,160)
--------- --------- ---------
Net income $109,492 $1,683 $111,175
--------- --------- ---------
Earnings per common share
Basic $0.71 $0.01 $0.72
Diluted $0.65 $0.01 $0.66
2 Segmental information
Beginning with this 2005 Interim Statement, the Group has adjusted its segmental
reporting method to respond to changes in the operational management and
reporting of the Group. The Group will now report four segments aligned to its
three operating platforms as follows: Catlin Syndicate Direct, Catlin Syndicate
Reinsurance, Catlin UK and Catlin Bermuda. The former segments Lloyd's Direct
and Lloyd's Reinsurance have been renamed as Catlin Syndicate Direct and Catlin
Syndicate Reinsurance, respectively. The former segments Corporate Direct and
Corporate Reinsurance were each a combination of business written by Catlin UK
and Catlin Bermuda. Comparative segmental information for the six months ended
30 June 2004 has been reclassified to conform to this new presentation.
For the six months ended 30 June 2005 and 2004, these segments correspond to the
location of where the business was written, with Catlin Syndicate Direct, Catlin
Syndicate Reinsurance and Catlin UK business being written in the UK and Catlin
Bermuda business being written in Bermuda.
Net income before tax by operating segment before intra-Group reinsurance
eliminations for the six months ended 30 June 2005 is as follows:
Catlin Catlin
Syndicate Syndicate Catlin Catlin
Direct Reinsurance Bermuda UK Intra-Group Total
------ -------- -------- -------- -------- --------
Gross premiums
written $379,035 $187,848 $290,455 $115,237 $(190,836) $781,739
Reinsurance
premiums ceded (185,015) (88,319) (6,580) (33,966) 190,836 (123,044)
------ -------- -------- -------- -------- --------
Net premiums
written 194,020 99,529 283,875 81,271 - 658,695
------ -------- -------- -------- -------- --------
Net premiums
earned 282,136 95,419 156,018 93,513 - 627,086
Losses and
loss expenses (134,607) (38,729) (78,414) (53,523) - (305,273)
Policy
acquisition
costs (93,092) (31,141) (25,010) (19,340) 9,035 (159,548)
Administrative
expenses (18,432) (6,234) (10,193) (6,109) - (40,968)
Other expenses (1,284) (434) (710) (426) (9,035) (11,889)
------ -------- -------- -------- -------- --------
Net
underwriting
result 34,721 18,881 41,691 14,115 - 109,408
------ -------- -------- -------- -------- --------
Net investment
income and net
realised gains
on investments 17,181 5,811 9,501 5,695 - 38,188
Net realised
losses on
foreign
currency
exchange (9,694) (3,278) (5,360) (3,213) - (21,545)
Other income 128 43 71 42 - 284
------ -------- -------- -------- -------- --------
Income before
income tax
expense $42,336 $21,457 $45,903 $16,639 $- $126,335
------ -------- -------- -------- -------- --------
Total $289,751 $97,995 $160,230 $96,037 $- $644,013
revenue
------ -------- -------- -------- -------- --------
Net income before tax by operating segment before intra-Group reinsurance
eliminations for the six months ended 30 June 2004 is as follows:
Catlin Catlin
Syndicate Syndicate Catlin
Direct Reinsurance Bermuda Catlin UK Intra-Group Total
------ -------- -------- -------- -------- --------
Gross premiums
written $557,725 $180,561 $172,146 $83,620 $(58,752) $935,300
Reinsurance
premiums ceded (149,539) (22,527) (5,013) (21,631) 58,752 (139,958)
------ -------- -------- -------- -------- --------
Net premiums
written 408,186 158,034 167,133 61,989 - 795,342
------ -------- -------- -------- -------- --------
Net premiums
earned 323,958 86,540 124,347 13,385 - 548,230
Losses and
loss expenses (166,503) (29,448) (60,635) (9,518) - (266,104)
Policy
acquisition
costs (105,452) (21,012) (17,953) (5,874) 7,433 (142,858)
Administrative
expenses (16,728) (4,469) (6,421) (691) - (28,309)
Other expenses (4,662) (1,245) (1,789) (193) (7,433) (15,322)
------ -------- -------- -------- -------- --------
Net
underwriting
result 30,613 30,366 37,549 (2,891) - 95,637
------ -------- -------- -------- -------- --------
Net investment
income and net
realised gains
on investments 11,871 3,171 4,556 492 - 20,090
Net realised
losses on
foreign
currency
exchange (1,867) (499) (717) (77) - (3,160)
Other income 35 9 14 2 - 60
------ -------- -------- -------- -------- --------
Income before
income tax
expense $40,652 $33,047 $41,402 $(2,474) $- $112,627
------ -------- -------- -------- -------- --------
Total $333,997 $89,221 $128,200 $13,802 $- $565,220
revenue
------ -------- -------- -------- -------- --------
Total revenue is the total of net premiums written, net investment income and
net realised gain/(loss) on investments, net realised gain/(loss) on foreign
currency exchange, and other income.
Total assets by segment as at 30 June 2005 and 2004 are as follows:
2005 2004
----------- -----------
Catlin Syndicate Direct $2,004,628 $1,848,334
Catlin Syndicate Reinsurance 667,666 443,172
Catlin Bermuda 1,636,097 1,269,719
Catlin UK 505,641 203,035
Other 837,062 866,949
Consolidation adjustments (2,083,146) (1,437,901)
----------- -----------
Total assets $3,567,948 $3,193,308
----------- -----------
'Other' in the table above includes assets such as investments in Group
companies which are not allocated to individual segments.
3 Investments
Fixed maturities
The fair values and amortised costs of fixed maturities at 30 June 2005 and 2004
are as follows:
2005 2004
Fair Amortised Fair Amortised
value cost value cost
--------- --------- --------- ---------
US government and agencies $765,592 $757,448 $511,466 $510,603
Non-US governments 201,094 200,375 41,412 41,538
Corporate securities 304,025 306,355 273,679 275,397
Asset-backed securities 260,939 261,739 252,572 253,321
--------- --------- --------- ---------
Total fixed maturities $1,531,650 $1,525,917 $1,079,129 $1,080,859
--------- --------- --------- ---------
The gross unrealised gains and losses related to fixed maturities at 30 June
2005 and 2004 are as follows:
2005 2004
Gross Gross Gross Gross
unrealised unrealised unrealised unrealised
gains losses gains losses
--------- --------- --------- ---------
US government and agencies $9,427 $1,283 $2,970 $2,107
Non-US governments 1,472 753 16 142
Corporate securities 239 2,569 224 1,942
Asset-backed securities 202 1,002 129 878
--------- --------- --------- ---------
Total fixed maturities $11,340 $5,607 $3,339 $5,069
--------- --------- --------- ---------
There were no other than temporary declines in the value of investments in the
six months to 30 June 2005 or 2004. The net realised gains on fixed maturities
for the six months ended 30 June 2005 were $1,254 (2004: $1,116).
Fixed maturities at 30 June 2005, by contractual maturity, are shown below.
Expected maturities could differ from contractual maturities because borrowers
may have the right to call or prepay obligations, with or without call or
prepayment penalties.
Fair value Amortised cost
----------- -----------
Due in one year $74,519 $74,944
Due after one through five years 728,232 730,217
Due after five through ten years 418,938 410,812
Due after 10 years 49,022 48,205
----------- -----------
1,270,711 1,264,178
Asset backed securities 260,939 261,739
----------- -----------
Total $1,531,650 $1,525,917
----------- -----------
Restricted assets
The Group is required to maintain assets on deposit with various regulatory
authorities to support its insurance and reinsurance operations. These
requirements are generally promulgated in the statutory regulations of the
individual jurisdictions. These funds on deposit are available to settle
insurance and reinsurance liabilities. The Group also has investments in
segregated portfolios primarily to provide collateral or guarantees for Letters
of Credit ('LOC'), as described in Note 6. Finally, the Group also utilises
trust funds where the trust funds are set up for the benefit of the ceding
companies, and generally take the place of LOC requirements.
The total value of these restricted assets by category at 30 June 2005 and 2004
are as follows:
2005 2004
----------- -----------
Fixed maturities, available for sale $635,010 $445,409
Short term investments 21,127 37,102
Cash and cash equivalents 136,231 126,462
----------- -----------
Total restricted assets $792,368 $608,973
----------- -----------
4 Unpaid losses and loss expenses
The Group establishes reserves for losses and loss adjustment expenses, which
are estimates of future payments of reported and unreported claims for losses
and related expenses, with respect to insured events that have occurred. The
process of establishing reserves continues to be a complex process dealing with
uncertainty, and requires the use of informed estimates and judgments. The
Group's estimates and judgments may be revised as additional experience and
other data become available and are reviewed, as new or improved methodologies
are developed or as current laws change. Any such revisions could result in
future changes in estimates of losses or reinsurance recoverable, and would be
reflected in the Group's results of operations in the period in which the
estimates are changed. Management believes they have made a reasonable estimate
of the level of reserves at 30 June 2005 and 2004.
The reconciliation of unpaid losses and loss expenses for the six months ended
30 June 2005 and 2004 is as follows:
2005 2004
----------- -----------
Gross unpaid losses and loss expenses, beginning of
period $1,472,819 $962,535
Reinsurance recoverable on unpaid loss and loss
expenses (359,154) (242,187)
----------- -----------
Net unpaid losses and loss expenses, beginning of
period 1,113,665 720,348
----------- -----------
Net incurred losses and loss expenses for claims
related to:
Current year 308,839 281,934
Prior years (3,566) (15,830)
----------- -----------
Total incurred losses and loss expenses 305,273 266,104
----------- -----------
Net paid losses and loss expenses for claims related
to:
Current year (11,719) (22,385)
Prior year (167,723) (87,196)
----------- -----------
Total paid losses and loss expenses (179,442) (109,581)
----------- -----------
Foreign exchange adjustment (46,110) 5,043
Net unpaid losses and loss expenses, end of period 1,193,386 881,914
Reinsurance recoverable on unpaid loss and loss
expenses 289,014 203,577
----------- -----------
Gross unpaid losses and loss expenses, end of period $1,482,400 $1,085,491
----------- -----------
As a result of the changes in estimates of insured events in prior years, the
provision at 30 June 2005 for losses and loss expenses net of reinsurance
recoveries decreased by $3,566 (2004: decrease of $15,830).
5 Reinsurance
The Group purchases reinsurance to limit various exposures including catastrophe
risks. Although reinsurance agreements contractually obligate the Group's
reinsurers to reimburse it for the agreed upon portion of its gross paid losses,
they do not discharge the primary liability of the Group. The effect of
reinsurance and retrocessional activity on premiums written and earned is as
follows:
2005 2004
Premiums Premiums Premiums Premiums
written earned written earned
--------- --------- --------- ---------
Direct $501,922 $502,152 $673,830 $481,925
Assumed 279,817 203,219 261,470 147,705
Ceded (123,044) (78,285) (139,958) (81,400)
--------- --------- --------- ---------
Net premiums $658,695 $627,086 $795,342 $548,230
--------- --------- --------- ---------
The Group's provision for reinsurance recoverable as at 30 June 2005 and 2004 is
as follows:
2005 2004
----------- -----------
Gross reinsurance recoverable $356,375 $271,312
Provisions for uncollectible balances (18,303) (15,632)
----------- -----------
Net reinsurance recoverable $338,072 $255,680
----------- -----------
The Group holds collateral against certain reinsurance recoverable positions,
including deposit with reinsurer, totalling $27,978 (2004: $60,606).
6 Notes payable, debt and financing arrangements
In November 2004, the Group entered into a Letter of Credit/Revolving Loan
Facility (the 'Club Facility'), consisting of three tranches. The following was
outstanding under the Club Facility as at 30 June 2005 under each of the three
tranches:
• Debt outstanding was $50 million, in the form of a 364-day, $50 million
revolving facility with a one year term-out option. This facility was
reduced from $100 million to $50 million in August 2004. It represents an
unsecured loan to Catlin Group Limited; however, the facility is secured by
cross guarantees of material subsidiaries. This debt bears interest at
three-month Libor plus 75 basis points, reduced from 85 basis points in
November 2004, and the Group is required to maintain free and unencumbered
assets consisting of OECD Government Bonds, US Agencies and Corporate Bonds,
discounted by 10%, sufficient to repay the loan at any time. The undrawn
portion of the facility costs 35 basis points per annum. This loan, which is
available under one, two or three month renewal periods, can be repaid at
any time at the discretion of the Group in increments of $10 million. The
Group has the option to convert all cash advances into a term loan with a
final maturity date of no later than 18 November 2006.
• As security for its underwriting, a clean, irrevocable standby LOC of
$223,750 (£125,000) is available for utilisation. As at 30 June 2005, CSL
has deposited with Lloyd's an LOC amounting to $209,520 (£117,050). In the
event of the Group's failing to meet its obligations under policies of
insurance written on its behalf, Lloyd's may draw down this letter of
credit. This LOC became effective on 18 November 2004 and has an initial
expiry date of 17 November 2008. In addition, Catlin UK benefits from the
issuance of a LOC amounting to $1,908 (£1,066). Collateral of $51,015
(£28,500) must be provided by 1 August 2005 and a further $34,010 (£19,000)
by 31 July 2006.
• There are two Standby LOC facilities available for utilisation by Catlin
Bermuda and Catlin UK, a two-year $50 million facility and a second one-year
$50 million facility. At 30 June 2005, $30,059 in LOC's were outstanding,
all of which are issued by Catlin Bermuda. Collateral of 110% of 50% of the
face value of the utilised portion of the LOCs under both Standby facilities
must be provided.
7 Taxation
Under current Bermuda law, the Company and its Bermuda subsidiary, Catlin
Insurance Company Ltd. ('CICL'), are not required to pay any taxes in Bermuda on
their income or capital gains. The Company and CICL have received an undertaking
from the Minister of Finance in Bermuda that, in the event of any taxes being
imposed, the Company and CICL will be exempt from taxation in Bermuda until
March 2016.
The Group has two UK insurance platforms, Catlin UK and Catlin Syndicate, which
operates at Lloyd's through Syndicate 2003; the income of both UK platforms is
subject to UK corporation taxes. However, Catlin Syndicate, through Lloyd's
Syndicate 2003, is also subject to US income tax to US connected income.
Under a closing agreement between Lloyd's and the US Internal Revenue Service
(IRS), the amount of US tax due on US connected income is calculated by Lloyd's
and remitted directly to the IRS. These amounts are then charged to the personal
accounts of the Names and Corporate Members in proportion to their participation
in the relevant Syndicates. The Group's Corporate Member is also subject to this
arrangement, but, as a UK domiciled company, will receive UK corporation tax
credits for any US income tax incurred up to the value of the equivalent UK
corporate income tax charge on the US income.
The Group, through its US operations, is subject to income taxes imposed by US
authorities and is required to file US tax returns. Certain international
operations of the Group are also subject to income taxes imposed by the
jurisdictions in which they operate.
The Group is not subject to taxation other than as stated above. There can be no
assurance that there will not be changes in applicable laws, regulations or
treaties, which might require the Group to change the way it operates or become
subject to taxation.
The income tax expense for the six months ended 30 June 2005 and 2004 is as
follows:
2005 2004
----------- -----------
Current tax expense $- $-
Deferred tax expense 15,160 16,781
----------- -----------
Expense for income taxes $15,160 $16,781
----------- -----------
8 Stockholders' equity
The following is a detail of the number and par value of common shares
authorised, issued and outstanding as of 30 June 2005 and 2004:
Authorised Issued and Outstanding
Number Par Number Par
of shares value of shares value
(000) ($000) (000) ($000)
----------- ------ ----------- ------
Ordinary common shares, par value
$0.01 per share
As at 30 June 2005 250,000 $2,500 155,843 $1,558
As at 30 June 2004 250,000 $2,500 154,072 $1,541
The following table outlines the changes in common shares issued and outstanding
during the first six months of 2005 and 2004:
2005 2004
------------ ------------
Balance, 1 January 154,097,989 75,109,082
Movements pre-IPO:
Payment of payment-in-kind ('PIK') dividend - 42,195,965
Redesignation of preference shares - 497,000,000
Cancellation of options and replacement with
ordinary common shares - 154,576
------------ ------------
Total ordinary common shares before the effect of
both the 19-1 bonus issue and the subsequent 100-1
consolidation - 614,459,623
------------ ------------
Total ordinary common shares after effect of both
the 19-1 bonus issue and the subsequent 100-1
consolidation - 122,891,925
New ordinary common shares issued in the IPO - 31,180,000
Ordinary common shares issued after the IPO
(exercise of stock options and warrants) 1,745,081 -
------------ ------------
Balance, 30 June 155,843,070 154,071,925
------------ ------------
On 6 April 2004, the Group completed its IPO and was admitted to the official
list of the London Stock Exchange plc. Immediately prior to admission, certain
changes to the Company's capital structure took place. Accrued dividends on
convertible preference shares were settled through the issuance of additional
common shares and a small number of share options were cancelled and replaced
with common shares. All convertible preference shares were then converted into
common shares and were consolidated on a five-to-one basis, achieved through a
19-to-1 bonus issuance and a 100-to-1 share consolidation.
The Group raised $200,472 ($182,627 net of expenses) through the issuance of
31,180,000 new shares. In addition, as part of the IPO, existing shareholders
sold a further 23,380,000 shares.
As a result, immediately following the capital changes and the IPO, the Company
had 154,071,925 common shares issued and outstanding. To maintain economic
equivalence, the warrants and stock options that were outstanding at the time of
the IPO were also consolidated on a five-to-one basis and their exercise prices
increased by a factor of five.
On 31 May 2005, the Group paid a final dividend of $0.156 (£0.081) per share to
shareholders of record at the close of business on 29 April 2005. The total
dividend paid for the 2004 financial year was $0.235 (£0.124) per share.
9 Earnings per share
Basic earnings per share is calculated by dividing the net income attributable
to common stockholders by the weighted average number of common shares in issue
during the period.
Diluted earnings per share is calculated by dividing the net income attributable
to all stockholders by the weighted average number of common shares in issue
adjusted to assume conversion of all dilutive potential common shares. The
Company has the following potentially dilutive instruments outstanding during
the periods presented:
(i) Class A cumulative redeemable preference shares;
(ii) Class B-1 cumulative redeemable preference shares;
(iii) Class B-2 cumulative redeemable preference shares;
(iv) Employee stock option plan; and
(v) Warrants
There is no difference between net income attributable to ordinary stockholders
and net income attributable to all stockholders for the six months ended 30 June
2005 and 2004.
Reconciliations of the number of shares as at 30 June 2005 and 2004 used in the
calculations are set out below.
2005 2004
Number Number
------------ ------------
Weighted average number of shares 154,116,555 80,676,699
Dilution effect of warrants 4,125,308 4,700,181
Dilution effect of stock options 3,900,578 1,473,913
Dilution effect of options and warrants exercised
in the period 5,196,711 -
Dilution effect of convertible participating
preference shares - 58,346,667
Dilution effect of accrued dividends on
convertible participating preference shares to be
paid in common stock - 3,122,019
------------ ------------
Weighted average number of shares on a diluted
basis 167,339,152 148,319,479
------------ ------------
Diluted earnings per share in the Group's Interim Statement 2004 did not take
into account the dilution effects of convertible participating preference shares
and accrued dividends on convertible participating preference shares to be paid
in common stock, both of which were converted to common stock at the time of the
IPO. Diluted earnings per share for the half year ended 30 June 2004, restated
for these dilution effects, is $0.65 (as previously reported: $1.10).
10 Employee stock compensation scheme
On 1 February 2005, the Board approved the form of a Performance Share Plan
('PSP'), and on 11 March 2005, the first awards were made to employees. A total
of 2,056,977 options with a nil exercise price and 166,982 non-vested shares
(total of 2,223,959 securities) were granted to Group employees. Half of the
securities vest on 11 March 2008 and the other half vest on 11 March 2009,
subject to certain performance conditions calibrated to stockholder returns.
These securities have been treated as non-vested shares and as such have been
measured at their fair value as if they were vested and issued on the grant
date. The resulting fair value amount will then be charged as compensation
expense over the relevant vesting period.
In addition, at each dividend payment date, an amount equal to the dividend that
would be payable in respect of the shares to be issued under the PSP, is to be
paid into an Employee Benefit Trust. This amount, totalling $347 in the first
six months of 2005, is treated as a deferred compensation obligation and as such
is taken directly to retained earnings and capitalised in stockholders' equity
within additional paid-in capital.
The PSP is a new plan in addition to the employee stock option plan described in
the Group's consolidated financial statements for the year ended 31 December
2004. These financial statements include the total cost of stock compensation
for both plans, calculated using the fair value method of accounting for
stock-based employee compensation. The total cost of the plans expensed in the
six months ended 30 June 2005 was $2,096 (2004: $970).
11 Subsequent events
Hurricane Katrina
On 29 August 2005, Hurricane Katrina struck the southern US states, causing
significant damage particularly in Louisiana, Mississippi and Alabama. There is
material uncertainty as to the total insured loss and the resultant loss to the
Group. The Group's provisional estimate of its total gross loss is approximately
$275 million, or $125 million net of reinsurance and net reinstatement costs.
Collateral
On 1 August 2005, the Group provided collateral of $51,015 (£28,500) against its
clean, irrevocable standby LOC of $223,750 (£125,000) as described in Note 6.
12 Reconciliation to IFRS
The Group's consolidated financial statements are prepared in accordance with US
GAAP, which differs in certain respects from International Financial Reporting
Standards ('IFRS').
The following statements summarise the material adjustments, gross of their tax
effect, which reconcile the net income and stockholders' equity under US GAAP to
the amounts which would have been reported had IFRS been applied.
The Group's peers have adopted IFRS as their primary reporting basis, beginning
with Interim 2005 reporting. As a result, this is the first period that a
reconciliation to IFRS has been included in the Group's consolidated financial
statements; in previous periods, a reconciliation to UK GAAP was presented.
This reconciliation has been prepared in accordance with IFRS as at 31 December
2004, which are the standards expected to be in place as at 31 December 2005.
This information may require adjustment before 31 December 2005. A large number
of current Standards have recently been issued or revised and therefore are
subject to interpretation issued by the International Financial Reporting
Interpretations Committee. In addition, further standards may be issued by the
International Accounting Standards Board that will be effective for periods
beginning 1 January 2005. Finally, current IFRS is currently being applied for
the first time and therefore interpretation and application continues to evolve.
Net Income Six months ended June 30
Note 2005 2004
----- ---------- ---------
Net income under US GAAP $111,175 $95,846
Adjustment for:
Change to single functional currency (a) 4,710 -
Exchange gains/(losses) on foreign currency
bond (b) 11,787 (1,554)
portfolios
Fair value of employee stock compensation (c) (49) (49)
Taxation (d) (5,042) 373
----- ---------- ---------
Net income under IFRS $122,581 $94,616
----- ---------- ---------
Stockholders' equity As at 30 June
Note 2005 2004
----- ---------- ---------
Stockholders' equity under US GAAP $1,057,387 $913,251
Adjustment for:
Change to single functional currency (a) (7,442) -
Fair value of employee stock compensation (c) (241) (120)
----- ---------- ---------
Stockholders' equity under IFRS $1,049,704 $913,131
----- ---------- ---------
a) Under US GAAP, an entity is permitted to have more than one functional
currency, if certain criteria are met. Catlin Syndicate meets these criteria and
therefore operates with four functional currencies. Under IFRS, the revised IAS
21 became effective on 1 January 2005. Although multiple functional currencies
were allowed under the former IAS 21, the revised standard prohibits multiple
functional currencies within an entity. The new IAS 21 has been applied
prospectively, and this reconciling item shows the net effect of moving Catlin
Syndicate from four functional currencies to sterling as the sole functional
currency.
b) Certain of the Group companies hold fixed income investments in foreign
currencies, which are intended to mitigate exposures to foreign currency
fluctuations in net liabilities. Under US GAAP, changes in the value of such
investments due to foreign currency rate movements are reflected as a direct
increase or decrease to stockholders' equity. Under IFRS, such changes are
included in the statement of operations.
c) Under US GAAP, options issued under an employee stock compensation
scheme when the Company is privately-held may be valued assuming no expected
volatility (the minimum value method). Under IFRS, a volatility assumption must
be made in valuing stock-based compensation issued after 7 November 2002, even
if the Company is privately-held. This reconciling item represents the fair
value of employee stock options issued after 7 November 2002, recalculated with
an expected volatility assumption reflecting the historical volatility of the
Group's listed peers.
d) All of the reconciling items are presented before tax. This line item
represents the tax effect of all the reconciling items.
Independent Review Report to Catlin Group Limited
Introduction
We have been instructed by the company to review the financial information for
the six months ended 30 June 2005 which comprises the consolidated interim
balance sheet as at 30 June 2005 and the related consolidated statements of
operations, consolidated statements of changes in stockholders' equity and
accumulated other comprehensive income, consolidated statements of cash flows
and related notes. This financial information is prepared in conformity with
accounting principles generally accepted in the United States of America. We
have read the other information contained in the interim report and considered
whether it contains any apparent misstatements or material inconsistencies with
the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority, which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of management and applying analytical
procedures to the financial information and underlying financial data and, based
thereon, assessing whether the disclosed accounting policies have been applied.
A review excludes audit procedures such as tests of controls and verification of
assets, liabilities and transactions. It is substantially less in scope than an
audit and therefore provides a lower level of assurance. Accordingly we do not
express an audit opinion on the financial information. This report, including
the conclusion, has been prepared for and only for the company for the purpose
of the Listing Rules of the Financial Services Authority and for no other
purpose. We do not, in producing this report, accept or assume responsibility
for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in
writing.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2005 for them to be in conformity with accounting principles
generally accepted in the United States of America.
PricewaterhouseCoopers
Chartered Accountants
Bermuda
9 September 2005
Notes:
(a) The maintenance and integrity of the Catlin Group Limited web site is
the responsibility of the directors; the work carried out by the auditors does
not involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred to the interim report
since it was initially presented on the web site.
(b) Legislation in the United Kingdom governing the preparation and
dissemination of financial information may differ from legislation in other
jurisdictions.
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