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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