Alea Group Holdings (Bermuda) Ltd.

Preliminary Results for the year ended 31 December 2003 - Part 5 of 7

London (ots) - Interest on bank borrowings under the Term "A" loan and the Revolving Credit Facility is charged at a rate per annum according to applicable currency LIBOR rates designated as the British Bankers Association interest settlement rate plus a margin of ) 0.625% (2002 0.625%). The margin charged on the Term "B" loan is 3.25% (2002 3.25%). The interest expense in 2003 amounted to $4.7 million (2002 $6.5 million). The estimated increase in interest expense in the event of a 100 basis point increase in applicable rates is $1.7 million. At 31 December 2003 the Group also had collateralised bank letters of credit and loan facilities available from a variety of sources to support the need to collateralise commitments made in the normal course of business outlined above, including $100 million and $10 million uncommitted letter of credit facilities entered into by Alea (Bermuda) Ltd with the Royal Bank of Scotland and The Bank of N. Butterfield respectively, $97 million uncommitted letter of credit facility entered into by Alea Europe Ltd. with UBS and a $15 million working capital facility extended to Alea Europe Ltd. by UBS. Additionally Alea London has access to letters of credit through collateral arrangements with Citibank. Interest cover Operating Interest cover improved in 2003. This was a combination of the increase in profits coupled with the reduction in interest costs following reductions in applicable LIBOR rates compared to 2002. 2003 2002 $ million $ million Operating profit before interest and taxation 85.5 28.2 Interest 4.7 6.5 Interest cover based on operating profit 18.1x 4.3x Capitalisation The capital structure of the Group was simplified in 2003. The $50 million subordinated preferred shares were purchased from a third party shareholder from the proceeds of the offering for $42.5 million creating a $7.5 million profit in the second half of 2003 and removing a contingent liability in respect of the cumulative accretion of subordinated preferred return dividends of $13.6 million as at 30 June 2003. CHF 16 million was repaid under the Term A loan facility which was offset by a draw down of CHF 16 million under the revolver facility to create new USD debt of $0.5 million. The increases in debt shown on the balance sheet reflects the retranslation of the CHF facility into USD as the Swiss franc appreciated against the United States Dollar to CHF1.24:1 from CHF 1.4 to 1. The debt to total capitalisation ratio reduced from 26.8% in 2002 to 19.7% in 2003 following the initial public offering. Alea intends to augment group liquidity and operating subsidiary capital through the continued use of down-streamed holding company level debt - to the extent such debt does not detrimentally affect debt ratings and bank/capital market access. To this end, Alea will consider refinancing elements of the existing bank facilities during 2004. As at 31 As at 31 December 2003 December 2002 $ million $ million Debt 178.4 168.5 Subordinated preferred shares - 50.0 Equity 725.4 410,5 --------------------- ----------- ----------- Total capitalisation 903.8 629.1 --------------------- ----------- ----------- Debt 19.7% 26.8% Subordinated preferred shares 0.0% 7.9% Equity 80.3% 65.3% ----------- ----------- Total capitalisation 100.0% 100.0% ----------- ----------- Capital expenditure The Group invested $10.2 million (2002: $9.3 million) in capital expenditure principally computer equipment and software, including capitalised costs from the continued internal development of the software supporting the Group's operations and received $7.3 million from the proceeds of the disposal of fixed assets at profit on disposal of $1.6 million. Liquidity and cash flow Total proceeds from the issue of common share capital during 2003 were $291.9 million including the proceeds of the Group's offering on the London Stock Exchange which raised GBP168.9 million ($287.5 million). The balance being raised from the issues of shares to employees under the Group's share and options scheme. The expenses of raising capital were $23.7 million. In addition the Group used $42.5 million of the proceeds to purchase subordinated preferred shares with a face value of $ 50 million creating a gain on redemption of $7.5 million. The remaining proceeds of the IPO were employed as capital to support profitable growth within the operating subsidiaries rather than to support specific cash flow needs. The Group met its liquidity requirements primarily from funds provided by operations. Cash provided by operating activities primarily consists of premiums collected, investment income and collected reinsurance recoverable balances, less paid claims, retrocession payments, operating expenses and tax payments. Net cash flow from operating activities was $250.9 million (2002: $99.4 million). The $250.9 million cash inflow in 2003 is after payment of $68.9 million (2002: $62.0 million) in respect of the Max Re aggregate excess contract. On a like-for-like basis after adjusting for the Max Re aggregate excess contract, cash flow was $319.8 million (2002: $161.4 million). Thus underlying cash flow has improved by $158.4 million year-on-year, reflecting the growth in the business coupled with the reduction in settlements related to reducing run-off portfolios in Alea Europe and the Imperial book of business that was acquired in 2000. The Max Re aggregate excess contract covered underwriting years 2001- 2003 and has not been replaced in 2004, thus amounts paid to this contract will reduce further in 2004 compared to 2003. Cash flows from operating activities were used to pay interest in bank loans of $4.7 million (2002: $6.5 million) and to pay taxes $1.7 million (2002: tax refunds $1.2 million) and capital expenditures described above. Total net cash flows were $466.4 million (2002: $121.8 million) which was primarily used to invest in debt securities and other fixed income instruments. The total investments including cash balances increased 41% from $1,732.3 million (2002: $1,227.8 million). Intra-group arrangements Whilst recognising the separate legal status of each entity, business processes are standardised and managed consistently. The Group continues to view each of its insurance operating entities as core to the whole. Mindful of local market conditions, regulatory requirements and the capital adequacy requirements of the rating agencies, the Group ensures that each balance sheet retains risk commensurate with its capital base. The primary means of achieving this is by arranging capacity through internal quota shares primarily with Alea (Bermuda) Ltd which now has the majority of the Group's operating capital of $435.2 million. For 2002 and 2003 underwriting years we have put into effect a 70% quota share to Alea (Bermuda) Ltd of Alea North America's insurance and reinsurance business. This will be particularly important for Alea North America during its growth phase. In addition the Group makes public its view of the interdependence of each subsidiary with the issue of intra-group cross guarantees that, whilst inevitably affected by local regulatory requirements, make clear that it is management's intention to view each subsidiary as part of the whole. Through consultation with A.M. Best and Standard & Poor's, a form of wording for the guarantees has been developed that is acceptable to both agencies. Group guarantors may only terminate these guarantees after giving one month's notice to these agencies. Any contract written whilst the guarantees are in force remains guaranteed should the guarantee be cancelled. In the third quarter of 2002, in recognition of its new status as the ultimate holding company of the Group, Alea Group Holdings (Bermuda) Ltd entered into a top down guarantee with each of the seven rated insurance operating entities. These guarantees are in addition to the pre-existing cross company guarantees already in place between the various subsidiaries of the Group. Details of these guarantees have been made available to the rating agencies and broker security committees. Alea (Bermuda) Ltd also entered into an aggregate stop loss arrangement designed to protect the balance sheet of Alea Europe Ltd in both 2003 and 2002. Rating Agencies On a Group basis, Standard & Poor's and A.M. Best provided financial strength ratings of all of the Group's operating subsidiaries of ''A- (Strong)'' and ''A- (Excellent)'' respectively. These ratings were issued on 2 June 2002 and 2 July 2003 respectively. In each case, the ratings are expressed to have stable outlooks. Other agencies may rate the Group or one or more of the Group's subsidiaries on an unsolicited basis. Standard & Poor's has assigned a ''BBB-'' counterparty credit rating to AGHAG and a ''BBB-'' senior debt rating to the $75 million term loan supplement to the Credit Agreement. In each case, the ratings are expressed to have stable outlooks. The ''BBB-'' rating is one full rating category below the Group's claims paying ability rating because the senior debt is subordinated to the obligations of the Group's operating subsidiaries. Lumbermens (LMC) The Group has a significant reinsurance relationship with LMC which arose in connection with the Group's acquisition of the Equus Re reinsurance division of LMC on 3 December 1999, Alea Bermuda and LMC entered into a 100% quota share reinsurance of the LMC business written by Equus Re through 30 September 1999 (namely, business written by Equus Re prior to the Group's acquisition of its operations). In turn, LMC provides stop loss reinsurance to Alea Bermuda for losses in excess of a 75% paid loss ratio on the same business ("Protected Business"). In addition to the Protected Business, LMC also authorised the Group to write new and renewal business on behalf of LMC (as reinsurer) through 31 December 2001, which business is ceded by a 100% quota share reinsurance to Alea Bermuda ("Fronted Business"). As is required for credit for reinsurance purposes when cessions are made to non-U.S. licensed reinsurers such as Alea Bermuda, the Group collateralises its obligations to LMC. Pursuant to contract, the required collateral is equal to 120% of the estimated loss reserves. Concurrent with these arrangements, LMC retained Alea North America Company (ANAC) as its agent to adjust and pay claims and collect premiums for both the Protected Business and the Fronted Business. The respective obligations of Alea Bermuda and LMC noted above are subject to contractual mutual offset provisions under the reinsurance agreements and as permitted under Illinois law. Further, in respect of the Protected Business, LMC is contractually required to fund (and has been funding) losses on its own behalf now that the 75% paid loss ratio has been met. LMC's financial strength ratings were downgraded and then withdrawn by A.M. Best and by Standard & Poor's, at LMC's request, following LMC's announcement in 2002 that it would cease writing new business. LMC announced that at 31 December 2003, it had remaining audited statutory surplus of $202.4 million. LMC risk based capital level allows the Illinois Department of Insurance to assume control of LMC at its discretion. As noted above, in light of the mutual offset provisions under the reinsurance agreements and as permitted under applicable Illinois law, the Directors believe that the Group should not be exposed to material credit risk resulting from its arrangements with LMC. Management of Financial Risks The Group recognises the critical importance of efficient and effective risk management systems. Close attention is paid to asset and liability management. Asset and liability management The Group's general practice is to invest in assets that match the currency in which it expects related liabilities to be paid. Shareholders' equity held in local insurance units is primarily kept in local currencies to the extent that shareholders' equity is required to satisfy regulatory and self-imposed capital requirements. This facilitates the Group's efforts to ensure that capital held in local insurance units will be able to support the local insurance business irrespective of currency movements. Derivatives Derivative instruments are only used to a limited extent within guidelines established by the Board. Derivatives may be used for efficient portfolio management, hedging debt and the outcome of corporate transactions. Speculative activity is prohibited and all derivative transactions should be covered fully, either by cash or by corresponding assets and liabilities. The only hedging transaction undertaken in 2003 was the sale of 20 million Canadian Dollars into United States Dollars representing Canadian assets held in excess of the Group's requirements as a result of regulatory requirements in Canada. Foreign exchange management The Group publishes its financial statements in United States Dollars. Therefore, fluctuations in exchange rates used to translate other currencies, particularly European currencies including the Euro, British Pound and Swiss Franc, into United States Dollars will impact its reported financial condition, results of operations and cash flows from year to year. As a result of the international diversity of its operations, approximately 18% (2002: 19%) of the Group's premium income arises in currencies other than United States Dollars. Similarly, its net assets are denominated in a variety of currencies, with approximately 22% (2002: 21%) of invested assets and cash being non-United States Dollar investments. In managing the Group's foreign currency exposures we do not hedge revenues as these are substantially retained locally to support the growth of our business and to meet local regulatory and market requirements. The Group's net assets and, to a more limited extent its solvency, are exposed to movements in exchange rates. Total Group exchange losses were $1.9 million based on total gross assets of $3,477 million compared to $0.4 million in 2002 based on total gross assets of $2,713 million in 2002 reflecting the essentially matched nature of the Group's assets and liabilities despite the significant exchange devaluation of the United States Dollar, particularly compared to the Euro, British Pound and Swiss Franc, that occurred during the year. Reinsurance security management Reinsurance is a key tool in managing our catastrophe exposure. In designing our reinsurance programmes we take account of our risk assessment, the financial strength of reinsurance counterparties, the benefits to shareholders of capital efficiency and reduced volatility, and the cost of reinsurance protection. The Group purchases retrocessional reinsurance to improve the extent to which it can manage risk exposures, protect against catastrophic losses, access additional underwriting capacity and stabilise financial ratios. As a general rule, the Group's aggregate net line with respect to risks assumed under contracts written will not exceed $10 million or its equivalent in foreign currencies. In addition, where considered appropriate, the Group purchases reinsurance protections that provide coverage against accumulations of risk. The Group selects its reinsurers and retrocessionaires primarily based upon credit quality and monitors them closely over time. It also seeks to diversify its business among reinsurers and retrocessionaires and requires collateral where deemed prudent to do so. Accounting Policies Prior Year Adjustments (see note 4) In 2003, in accordance with the recommendations of the ABI SORP for companies listed on the LSE, the Group included allocated investment income using a longer term rate of 4.5% selected by the Group in both 2002 and 2003 technical accounts. Use of this longer term rate gave rise to operating profits in 2003 of $80.8 million compared to $21.6 million in 2002. As part of the Listing process the Group determined that it would be appropriate to record in the accounts of the Group the $1.7 million adjustment net of taxation in respect of the Claims Equalisation Provisions established by Alea London Ltd. The Group also reviewed the application of the deficit payback and commutation provisions of each of the Inter-Ocean contract and the OPL contract and determined that the financial statements did not fully reflect the consequences of the deficit payback and commutation/ termination provisions of the contracts This had an adverse impact to the Group of $43.2 million for the Inter-Ocean contract and a positive impact of $13.2 million for the OPL contract. Accordingly reinsurance recoverables were reduced by $24 million in respect of the 2000 annual financial result and $6 million in respect of the 2001 annual financial result. These amounts have been accounted as a prior year adjustment in the financial statements. International Financial Reporting Standards Alea Group Holdings (Bermuda) Ltd, as a publicly listed company, is required to prepare its accounts under International Financial Reporting Standards (IFRS) from 1 January 2005. An evaluation of the impact of IFRS on the Group has been completed which suggests that the current IFRS endorsed by the Accounting Regulatory committee of the European Commission which excludes, in particular, the accounting for insurance contracts exposure draft, will have little impact on the net asset position of the Group compared to that produced under current United Kingdom accounting standards. However, there will be significant increases in disclosure particularly with regard to business risk and management. The changes in accounting resulting from adoption of the insurance exposure draft may lead to significant changes in the future as it proposes a fundamentally different basis for recognition of profit on insurance contracts. However, it is not expected that these proposals will be formal requirements within the next three reporting periods and the proposals may change materially before they are finalised. Unaudited Consolidated profit and loss account Restated Technical account Year ended Year ended - general business Notes 31 Dec 03 31 Dec 02 $'000 $'000 Gross premiums written 2 1,300,182 931,631 Outward reinsurance premiums 2 (271,471) (223,399) --------- --------- Net premiums written 2 1,028,711 708,232 --------- --------- Change in the provision for unearned premiums - gross amount (185,907) (257,603) - reinsurers' share 15,677 67,422 --------- --------- Change in the net provision for unearned premiums (170,230) (190,181) Earned premiums, net of reinsurance 858,481 518,051 Allocated investment return transferred from the non-technical account 57,811 46,952 Other technical income, net of reinsurance 2,364 5,671 --------- --------- Total technical income 918,656 570,674 --------- --------- Claims paid - gross amount 468,537 397,422 - reinsurers' share (114,987) (77,663) --------- --------- Net claims paid 353,550 319,759 Change in the provision for claims - gross amount 249,743 8,491 - reinsurers' share (74,643) (6,396) --------- --------- Change in the net provision for claims 175,100 2,095 Claims incurred, net of reinsurance 528,650 321,854 Change in other technical provisions, net of reinsurance Net operating expenses 285,499 203,981 Other technical charges, net of reinsurance 19,004 16,678 --------- --------- Total technical charges 833,153 542,513 Balance on the technical account for general business before claims equalisation provision 85,503 28,161 Change in claims equalisation provision 4 (3,771) (2,368) --------- --------- Balance on the technical account for general business 81,732 25,793 ========= ========= This preliminary announcement was approved by the Board on 12 March 2004. The results constitute unaudited non-statutory accounts. Unaudited Consolidated profit and loss account Restated Year ended Year ended Non-technical account Notes 31 Dec 03 31 Dec 02 $'000 $'000 Balance on the general business technical account 81,732 25,793 Gross investment income 56,337 49,170 Net realised gains on investments 12,146 8,477 Net unrealised (losses)/gains on (29,173) 25,388 investments Other investment expenses (3,975) (2,761) -------- --------- 35,335 80,274 Allocated investment return transferred to the technical account - general business (57,811) (46,952) Debt interest (4,718) (6,530) Profit on ordinary activities before tax -------- --------- -continuing operations 54,538 52,585 -------- --------- Comprising: ------------------------------ -------- -------- --------- Operating profit 80,786 21,631 Short-term fluctuations in investment (22,477) 33,322 return Movement in claims equalisation provision 4 (3,771) (2,368) ------------------------------------------------------------------ 54,538 52,585 -------- -------- Tax (charge)/credit on profit on ordinary activities (13,528) 1,994 -------- -------- Profit on ordinary activities after tax 41,010 54,579 Minority interest - gain on purchase subordinated preferred shares issued by subsidiaries 7,500 - -------- --------- Profit for the financial year attributable to equity shareholders 3 48,510 54,579 ======== ========= The results in each of the financial years are derived from the Group's continuing activities. Unaudited earnings per share attributable to equity shareholders Operating profit is based on long term investment returns excluding movements in claims equalisation provision and the gain on purchase of subordinated preferred shares issued by subsidiaries. Earnings per share - basic ($) 3 0.42 0.52 ======== ======== Earnings per share - fully diluted ($) 3 0.42 0.51 ======== ======== Operating earnings per share - basic ($)3 0.55 0.24 ======== ======== Operating earnings per share - fully diluted ($) 3 0.54 0.24 ======== ======== Unaudited consolidated statement of total recognised gains and losses Year ended Year ended 31 Dec 03 31 Dec 02 $'000 $'000 Profit for the financial year attributable to equity shareholders 48,510 - Profit for the financial year attributable to equity shareholders as previously reported - 56,238 Exchange differences (1,893) (445) --------- -------- Total gains and losses recognised for the financial year 46,617 55,793 ======== Prior year adjustments (see note 4) 4 (31,659) --------- Total recognised gains and losses since last annual report and accounts 14,958 ========= Unaudited Consolidated balance sheet Restated Year ended Year ended Notes 31 Dec 03 31 Dec 02 $'000 $'000 ASSETS Intangible assets Licences 9,968 9,968 -------- -------- 9,968 9,968 Investments Other financial investments 1,582,357 1,106,739 Deposits with ceding undertakings 105,513 92,106 -------- -------- 1,687,870 1,198,845 Reinsurers' share of technical provisions Provision for unearned premiums 123,606 101,312 Claims outstanding - Aggregate excess reinsurance 473,569 400,175 Claims outstanding - Other reinsurance 252,992 238,625 -------- -------- Claims outstanding 726,561 638,800 -------- -------- 850,167 740,112 Debtors Debtors arising out of insurance operations 66,931 111,489 Debtors arising out of reinsurance operations 531,635 377,654 Amounts due from reinsurance operations not transferring significant insurance risk 44,385 50,429 Other debtors 55,693 66,227 -------- -------- 698,644 605,799 Other assets Tangible assets 12,212 13,130 Cash at bank and in hand 44,307 28,989 -------- -------- 56,519 42,119 Prepayments and accrued income Accrued interest and rent 14,968 10,545 Deferred acquisition costs 153,243 97,449 Other prepayments and accrued income 5,680 8,708 -------- -------- 173,891 116,702 -------- -------- TOTAL ASSETS 3,477,059 2,713,545 ======== ======== Unaudited Consolidated balance sheet Restated Notes 31 Dec 03 31 Dec 02 $'000 $'000 LIABILITIES Capital and reserves Called up share capital 1,747 53 Share premium account 633,053 361,407 Profit and loss account 14,958 (50,287) Capital reserve 75,644 99,367 -------- -------- Shareholders' funds attributable to equity interests 725,402 410,540 Minority interests subordinated preferred shares issued by subsidiaries 50,000 -------- -------- TOTAL CAPITAL EMPLOYED 725,402 460,540 Technical provisions Provision for unearned premiums 686,935 477,121 Claims outstanding 1,398,551 1,126,949 Claims equalisation provision 4 6,408 2,368 -------- -------- 2,091,894 1,606,438 Deposits received from reinsurers 199,903 225,144 Creditors Creditors arising out of insurance and reinsurance operations 196,371 158,770 Liabilities from reinsurance operations not transferring significant insurance risk 44,319 53,130 Amounts owed to credit institutions 178,375 168,536 Other creditors including taxation and social security 2,995 4,629 -------- -------- 621,963 610,209 Accruals and deferred income 37,800 36,358 -------- -------- TOTAL LIABILITIES 3,477,059 2,713,545 ======== ======== Part 6 follows

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