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HELIOS UNDERWRITING PLC

Earnings Release Sep 26, 2013

7691_ir_2013-09-26_f3188a97-fbb6-4b06-a318-56f94c8e4cfc.html

Earnings Release

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RNS Number : 9269O

Hampden Underwriting Plc

26 September 2013

26 September 2013

Hampden Underwriting plc

("Hampden Underwriting" or the "Company")

Interim results for the six months ended 30 June 2013

Hampden Underwriting plc, which provides investors with a limited liability direct investment into the Lloyd's insurance market, announces its unaudited results for the six months ended 30 June 2013.

Highlights

·      Premium written during the period totalled £7.2m (an increase of 42% over the same period last year).

·      Net profit of £462,000 (compared to a profit of £247,000 over the same period last year).

·      Earnings per share of 5.42p (compared to 3.33p over the same period last year).

·      Net assets increased to £9.6m from £9.1m at 31 December 2012.

Commenting upon these results Chairman, Sir Michael Oliver said:

"The six months ended 30 June 2013 shows some significantly improved figures.  This has occurred both as a result of good overall results in the Lloyd's market and the benefit of our acquisitions of Lloyd's Limited Liability Vehicles, made over the last few years, delivering a performance commensurate with the Directors' expectations at the time of purchase."

For further information please contact:

Hampden Underwriting Nigel Hanbury [email protected]
Smith & Williamson Corporate Finance David Jones 020 7131 4000

Chairman's Statement

The six months ended 30 June 2013 shows some significantly improved figures.  This has occurred both as a result of good overall results in the Lloyd's market and the benefit of our acquisitions of Lloyd's Limited Liability Vehicles (LLVs), made over the last few years, delivering a performance commensurate with the Directors' expectations at the time of purchase.

Over the comparable period last year, premium written is up 42% and net profit is up from £247,000 to £462,000.  Earnings per share stand at 5.42p compared to 3.33p and net assets have increased to £9.6m from £9.1m at 31 December 2012.

Our investment portfolio is now invested in long term low volatility funds which have performed within expected parameters and more details of this will be set out in our next annual report.

In July we were able to announce the signing of a quota share arrangement, in effect a reinsurance of half our 2013 year of account portfolio in exchange for a fee and a ratcheted performance based profit commission.  This has released £4.1m of capital to HUW which had previously been allocated as Funds at Lloyd's.  The plan is to put this capital back to work with new underwriting capacity and we are currently negotiating on three possible acquisitions.  We will be actively seeking more should suitable opportunities present themselves.

There are a number of potentially rewarding uses of our capital but the acquisition of further LLVs would seem the most attractive for the time being. As and when we are successful we will make the appropriate announcements.

Sir Michael Oliver

Non-executive Chairman

25 September 2013

Condensed Consolidated Statement of Comprehensive Income

6 months ended

30 June
6 months ended

30 June
12 months ended

31 December
2013 2012 2012
Unaudited Unaudited Audited
Note £'000 £'000 £'000
Gross premium written 7,158 5,043 9,141
Reinsurance premium ceded (1,634) (1,201) (1,820)
Net premiums written 5,524 3,842 7,321
Change in unearned gross premium provision (1,626) (1,337) (405)
Change in unearned reinsurance premium provision 689 565 52
(937) (772) (353)
Net earned premium 2 4,587 3,070 6,968
Net investment income 4 24 204 429
Other underwriting  income 26 - -
Other income 110 - 568
160 204 997
Revenue 4,747 3,274 7,965
Gross claims paid (2,855) (2,133) (4,685)
Reinsurance share of gross claims paid 549 416 930
Claims paid, net of reinsurance (2,306) (1,717) (3,755)
Change in provision for gross claims 4 193 229
Reinsurance share of change in provision for gross claims (95) (179) 24
Net change in provision for claims (91) 14 253
Net insurance claims and loss adjustment expenses 2 (2,397) (1,703) (3,502)
Expenses incurred in insurance activities 2 (1,300) (916) (2,743)
Other operating expenses 2 (448) (321) (866)
Operating expenses (1,748) (1,237) (3,609)
Operating profit before tax 2 602 334 854
Income tax expense 5 (140) (87) (91)
Profit attributable to equity shareholders 10 462 247 763
Earnings per share attributable to equity shareholders
Basic and diluted 6 5.42p 3.33p 9.92p

Condensed Consolidated Statement of Financial Position

At 30 June 2013

30 June 30 June 31 December
2013 2012 2012
Unaudited Unaudited Audited
Note £'000 £'000 £'000
Assets
Intangible assets 1,571 909 1,797
Deferred income tax assets - - -
Reinsurance share of insurance liabilities
- Reinsurers' share of outstanding claims 3 3,658 2,702 4,323
- Reinsurers' share of unearned premiums 3 1,379 992 590
Other receivables, including insurance receivables 9,285 6,598 9,343
Prepayments and accrued income 1,577 1,045 1,216
Financial assets at fair value 8 19,817 14,091 20,978
Cash and cash equivalents 2,270 3,526 1,444
Total assets 39,557 29,863 39,691
Liabilities
Insurance liabilities
- Claims outstanding 3 17,487 12,853 19,814
- Unearned premiums 3 6,694 4,603 4,624
Deferred income tax liabilities 978 417 938
Other payables, including insurance payables 4,108 3,814 4,589
Accruals and deferred income 733 444 631
Total liabilities 30,000 22,131 30,596
Shareholders' equity
Share capital 9 853 741 853
Share premium 9 6,996 6,261 6,996
Retained earnings 10 1,708 730 1,246
Total shareholders' equity 9,557 7,732 9,095
Total liabilities and shareholders' equity 39,557 29,863 39,691

Condensed Consolidated Statement of Cash Flows

Six months ended 30 June 2013

6 months ended

30 June
6 months ended

30 June
12 months ended

31 December
2013 2012 2012
Cash flow from operating activities Unaudited Unaudited Audited
£'000 £'000 £'000
Results of operating activities 602 334 854
Interest received - (15) (27)
Investment income (49) (177) (320)
Goodwill on bargain purchase - - (568)
Impairment of goodwill - - 81
Profit on sale of intangible assets - - 1
Amortisation of intangible assets 226 143 314
Change in fair value of investments 93 2 (128)
Changes in working capital:
(Increase)/decrease in other receivables (303) (173) 2,225
(Decrease)/increase in other payables (479) 772 (1,046)
Net increase in technical provisions (381) (156) (2,991)
Income tax paid (93) - (179)
Net cash (outflow)/inflow from operating activities (384) 730 (1,784)
Cash flows from investing activities
Interest received - 15 27
Investment income 49 177 321
Purchase of intangible assets - - (217)
Sale/(purchase) of financial assets at fair value 1,161 (416) 854
Acquisition of subsidiary, net of cash acquired - - (828)
Proceeds from disposal of intangible assets - - 51
Net cash used in investing activities 1,210 (224) 208
Cash flows from financing activities
Net proceeds from issue of ordinary share capital - - -
Net cash used in financing activities - - -
Net increase/(decrease) in cash and cash equivalents 826 506 (1,576)
Cash and cash equivalents at beginning of period 1,444 3,020 3,020
Cash, cash equivalents and bank overdrafts at end of period 2,270 3,526 1,444

Condensed Statement of Changes in Shareholders' Equity

For the six months ended 30 June 2013

Ordinary share capital Share Premium Retained Earnings Total
£'000 £'000 £'000 £'000
At 1 January 2013 853 6,996 1,246 9,095
Profit for the period attributable to equity shareholders - - 462 462
At 30 June 2013 853 6,996 1,708 9,557

For the six months ended 30 June 2012

Ordinary share capital Share Premium Retained Earnings Total
£'000 £'000 £'000 £'000
At 1 January 2012 741 6,261 483 7,485
Profit for the period attributable to equity shareholders - - 247 247
At 30 June 2012 741 6,261 730 7,732

For the twelve months ended 31 December 2012

Ordinary share capital Share Premium Retained Earnings Total
£'000 £'000 £'000 £'000
At 1 January 2012 741 6,261 483 7,485
Share issue 112 735 - 847
Profit for the year attributable to equity shareholders - - 763 763
At 31 December 2012 853 6,996 1,246 9,095

Notes to the Interim Financial Statements

Six months ended 30 June 2013

1.   Accounting policies

Basis of preparation

The Condensed Consolidated Interim Financial Statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) and in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

The Condensed Consolidated Interim Financial Statements are prepared for the six months ended 30 June 2013.

The Condensed Consolidated Interim Financial Statements incorporate the results of Hampden Underwriting plc, Hampden Corporate Member Limited, Nameco (No. 365) Limited, Nameco (No. 605) Limited, Nameco (No. 321) Limited, Nameco (No. 917) Limited, Nameco (No. 229) Limited and Nameco (No. 518) Limited.

The Condensed Consolidated Interim Financial Statements are unaudited, but have been subject to review by the Group's auditors. The Interim Financial Statements have been prepared in accordance with the accounting policies adopted for the year ended 31 December 2012.

The comparative figures are based upon the Group Financial Statements for the year ended 31 December 2012, and have been reported on by the Group's auditors and were delivered to the Registrar of Companies on 27 June 2013.

The underwriting data on which these Condensed Consolidated Interim Financial Statements are based upon has been supplied by the managing agents of those syndicates which the Group supports. The data supplied is the 100% figures for each syndicate. The Group has applied its share of the syndicate participations to the gross figures to derive its share of the syndicates transactions, assets and liabilities.

Significant accounting policies

The Condensed Consolidated Interim Financial Statements have been prepared under the historical cost convention. The same accounting policies, presentation and methods of computation are followed in these Condensed Consolidated Interim Financial Statements as were applied in the preparation of the Group Financial Statements for the year ended 31 December 2012.  The new standards and amendments to standards and interpretations effective after 1 January 2013, as disclosed in the Annual Report for the year ended 31 December 2012, have not had a significant impact on the Condensed Consolidated Interim Financial Statements at 30 June 2013.

2.   Segmental information

The Group has three primary segments which represent the primary way in which the Group is managed:

·    Syndicate participation;

·     Investment management;

·     Other corporate activities.

6 months ended 30 June 2013 Unaudited Syndicate participation Investment management Other corporate activities Total
£'000 £'000 £'000 £'000
Net earned premium 4,587 - - 4,587
Net investment income 21 3 - 24
Other income - - 136 136
Goodwill on bargain purchase - - - -
Net insurance claims and loss adjustment expenses (2,397) - - (2,397)
Expenses incurred in insurance activities (1,300) - - (1,300)
Amortisation of syndicate capacity - - (119) (119)
Other operating expenses (139) - (190) (329)
Results of operating activities 772 3 (173) 602
6 months ended 30 June 2012 Unaudited Syndicate participation Investment management Other corporate activities Total
£'000 £'000 £'000 £'000
Net earned premium 3,070 - - 3,070
Net investment income 141 63 - 204
Other income - - - -
Goodwill on bargain purchase - - - -
Net insurance claims and loss adjustment expenses (1,703) - - (1,703)
Expenses incurred in insurance activities (916) - - (916)
Amortisation of syndicate capacity - - (87) (87)
Other operating expenses (114) - (120) (234)
Results of operating activities 478 63 (207) 334
12 months ended 31 December 2012 Audited Syndicate participation Investment management Other corporate activities Total
£'000 £'000 £'000 £'000
Net earned premium 6,968 - - 6,968
Net investment income 405 24 - 429
Other income - - - -
Goodwill on bargain purchase - - 568 568
Net insurance claims and loss adjustment expenses (3,502) - - (3,502)
Expenses incurred in insurance activities (2,743) - - (2,743)
Amortisation of syndicate capacity - - (192) (192)
Other operating expenses (303) - (371) (674)
Results of operating activities 825 24 5 854

The Group does not have any geographical segments as it considers all of its activities to arise from trading within the UK.

No major customers exceed 10% of revenue.

3.   Insurance liabilities and reinsurance balances

Movement in claims outstanding 

Gross Reinsurance Net
£'000 £'000 £'000
At 1 January 2013 19,814 4,323 15,491
Movement of reserves (4) (95) 91
Other movements (2,323) (570) (1,753)
At 30 June 2013 17,487 3,658 13,829

Included within other movements are the 2010 and prior years' claims reserves reinsured into the 2011 year of account and currency exchange differences.

Movement in unearned premium

Gross Reinsurance Net
£'000 £'000 £'000
At 1 January 2013 4,624 590 4,034
Movement of reserves 1,626 689 937
Other movements 444 100 344
At 30 June 2013 6,694 1,379 5,315

4.   Net investment income

6 months ended

30 June
6 months ended

30 June
12 months ended

31 December
2013 2012 2012
Unaudited Unaudited Audited
£'000 £'000 £'000
Investment income 49 177 320
Realised gains on financial investments at fair value through income statement 129 - 3
Unrealised (losses)/gains on financial investments at fair value through income statement (144) 20 128
Investment management expenses (10) (8) (49)
Bank interest - 15 27
Net investment income 24 204 429

5.   Income tax expense

6 months ended

30 June
6 months ended

30 June
12 months ended

31 December
2013 2012 2012
Unaudited Unaudited Audited
£'000 £'000 £'000
Income tax expense (140) (87) (91)

The income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used is 23.25% (2012: 24.50%). Material disallowed items have been adjusted for in the income tax calculation.

6.   Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. 

The Group has no dilutive potential ordinary shares.

Earnings per share have been calculated in accordance with IAS 33.

Reconciliation of the earnings and weighted average number of shares used in the calculation is set out below. 

6 months ended

30 June
6 months ended

30 June
12 months

 ended

31 December
2013 2012 2012
Unaudited Unaudited Audited
£'000 £'000 £'000
Profit for the period 462,000 247,000 763,000
Weighted average number of shares in issue 8,526,948 7,413,376 7,691,769
Basic and diluted earnings per share (p) 5.42p 3.33p 9.92p

7.   Dividends

No equity dividends were proposed, declared or paid in the period (2012 - £Nil).

8.   Financial assets at fair value

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

As at 30 June 2013, the Group held £17,709,000 (31 December 2012: £19,275,000) Level 1 Financial Assets and £2,108,000 (31 December 2012:  £1,703,000) Level 2 Financial Assets. The Group has no level 3 investments (31 December 2012 £Nil).

9.   Share capital and share premium

##### Allotted, called up and fully paid Ordinary Share

 Capital

 £'000
Share Premium

£'000
Total

£'000
##### 7,413,376 ordinary shares of 10p each and share premium   at 30 June 2012 741 6,261 7,002
##### 8,526,948 ordinary shares of 10p each and share premium at 31 December 2012 853 6,996 7,849
8,526,948 ordinary shares of 10p each and share premium at 30 June 2013 853 6,996 7,849

10. Retained earnings

30 June 30 June 31 December
2013 2012 2012
Unaudited Unaudited Audited
£'000 £'000 £'000
Group
At 1 January 2013 1,246 483 483
Profit attributable to equity shareholders 462 247 763
At 30 June 2013 1,708 730 1,246

11. Related party transactions

Hampden Underwriting plc has provided inter-company loans to Hampden Corporate Member Limited, Nameco (No. 365) Limited, Nameco (No. 605) Limited, Nameco (No. 321) Limited, Nameco (No. 917) Limited and Nameco (No. 229) Limited ("Corporate Members"), all 100% subsidiaries of the Company.  Nameco (No. 518) Limited, a 100% subsidiary of the Company, has provided inter-company loans to the Company.  Interest is charged on the loans at base rate plus 0.125%. The loans are repayable on three months' notice provided it does not jeopardise the ability of the Corporate Members to meet their liabilities as they fall due.  The amounts outstanding as at 30 June 2013 are set out below:

30 June 30 June 31 December
2013 2012 2012
Unaudited Unaudited Audited
Company £'000 £'000 £'000
Balances due from/(to) Group companies at the period end:
Hampden Corporate Member Limited 3,109 3,111 3,537
Nameco (No. 365) Limited 330 346 350
Nameco (No. 605) Limited 1,092 1,100 1,306
Nameco (No. 321) Limited 321 319 350
Nameco (No. 917) Limited 1,449 - 1,431
Nameco (No. 229) Limited 355 - 358
Nameco (No. 518) Limited (163) - -
Total 6,493 4,876 7,332

The Corporate Members are 100% subsidiaries of the Company and have entered into a management agreement with Nomina plc. Jeremy Evans, a Director of Hampden Underwriting plc and the Corporate Members is also a Director of Nomina plc. Under the agreement, Nomina plc provides management and administration, financial tax and accounting services to the Group for an annual fee of £2,750 (2012: £2,750) per Corporate Member.

The Corporate Members are 100% subsidiaries of the Company and have entered into a member's agent agreement with Hampden Agencies Limited. Jeremy Evans, a Director of Hampden Underwriting plc and the Corporate Members, is also Director of Hampden Capital plc which controls Hampden Agencies Limited. Under the agreement the Corporate Members will pay Hampden Agencies Limited a fee based on a fixed amount, which will vary depending upon the number of syndicates the Corporate Members underwrite on a bespoke basis, and a variable amount depending on the level of underwriting through the members' agent pooling arrangements.  In addition, the Corporate Members will pay profit commission on a sliding scale from 1% of the net profit up to a maximum of 10%.  The total fees payable for 2013 are set out below:

30 June 30 June 31 December
2013 2012 2012
Unaudited Unaudited Audited
Company £'000 £'000 £'000
Hampden Corporate Member Limited 20 51 51
Nameco (No. 365) Limited 5 9 9
Nameco (No. 605) Limited 15 50 50
Nameco (No. 321) Limited 6 16 16
Nameco (No. 917) Limited 10 - 3
Nameco (No. 229) Limited 6 - 6
Nameco (No. 518) Limited 7 - 23
Total 69 126 158

Hampden Underwriting plc has entered into a company secretarial agreement with Hampden Legal plc. Under the agreement, Hampden Legal plc provides company secretarial services to the Group for an annual fee of £38,000.  During the period, company secretarial fees of £17,500 (2012: £17,500) were charged to Hampden Underwriting plc. Hampden Holdings Limited has a controlling interest in both Hampden Legal plc and Hampden Capital plc.

The Corporate Members have entered into a quota share reinsurance arrangement with Hampden Insurance PCC (Guernsey) Limited - Cell 6.  Under this the agreement, the Corporate members have 50% quota share reinsurance.  The Corporate Members in return charge Hampden Insurance PCC (Guernsey) Limited - Cell 6 a profit commission fee based on the group's aggregate underwriting profits.  A Fund fee of 1.5% of the security provided by the reinsurer (less expenses) is also charged by the Corporate Members to Hampden Insurance PCC (Guernsey) Limited - Cell 6.

12. Syndicate participations

The syndicates and members' agent pooling arrangements ("MAPA") in which the Company's subsidiaries participate as corporate members of Lloyd's as are follows:

Allocated capacity

Year of account
Syndicate or

MAPA Number
Managing or Members' Agent 2011 2012
33 Hiscox Syndicates Limited 464,465 385,769
218 Equity Syndicates Management Limited 363,431 229,285
386 QBE Underwriting Limited 76,108 86,117
510 RJ Kiln & Co. Limited 528,155 457,911
557 RJ Kiln & Co. Limited 327,725 523,590
570 Atrium Underwriters Limited 181,671 -
609 Atrium Underwriters Limited 215,723 397,394
623 Beazley Furlonge Limited 452,631 324,688
727 S.A. Meacock & Company Limited 69,592 69,592
807 R.J. Kiln & Co Limited 120,587 -
958 Canopius Managing Agency Limited 260,508 335,508
1176 Chaucer Syndicates Limited - 101,818
1200 Argo Managing Agency Limited 217,465 197,466
2010 Cathedral Underwriting Limited 162,690 162,690
2121 Argenta Syndicate Management Limited 156,969 156,969
2791 Managing Agency Partners Limited 828,338 653,338
6103 Managing Agency Partners Limited 110,000 310,000
6104 Hiscox Syndicates Limited 115,000 315,000
6105 Ark Syndicate Management Limited 99,847 99,847
6106 Amlin Underwriting Limited 140,000 190,000
6107 Beazley Furlonge Limited 25,000 75,000
6110 Pembroke Managing Agency Limited - 314,379
6111 Catlin Underwriting Agencies Limited - 292,654
7200 Members' Agents Pooling Arrangement 295,221 303,635
7201 Members' Agents Pooling Arrangement 1,532,011 1,556,771
7202 Members' Agents Pooling Arrangement 542,140 552,653
7203 Members' Agents Pooling Arrangement 59,711 60,610
7211 Members' Agents Pooling Arrangement 4,627,855 4,751,602
7217 Members' Agents Pooling Arrangement 67,621 67,621
Total 12,040,464 12,971,907

13. Group owned net assets

The Group balance sheet includes the following assets and liabilities held by the syndicates on which the Group participates. These assets are subject to trust deeds for the benefit of the relevant syndicates' insurance creditors. The table below shows the split of the Group balance sheet between Group and syndicate assets and liabilities.

30 June 2013 30 June 2012 31 December 2012
Group Syndicate Total Group Syndicate Total Group Syndicate Total
Unaudited Unaudited Audited
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Assets
Intangible assets 1,571 - 1,571 909 - 909 1,797 - 1,797
Deferred income tax assets - - - - - - - - -
Reinsurance share of insurance liabilities
- Reinsurers' share of outstanding claims - 3,658 3,658 - 2,702 2,702 - 4,323 4,323
- Reinsurers' share of unearned premiums - 1,379 1,379 - 992 992 - 590 590
Other receivables, including insurance receivables 386 8,899 9,285 703 5,895 6,598 490 8,853 9,343
Prepayments and accrued income 34 1,543 1,577 27 1,018 1,045 62 1,154 1,216
Financial assets at fair value 7,881 11,936 19,817 5,562 8,529 14,091 7,354 13,624 20,978
Cash and cash equivalents 296 1,974 2,270 2,080 1,446 3,526 697 747 1,444
Total assets 10,168 29,389 39,557 9,281 20,582 29,863 10,400 29,291 39,691
Liabilities
Insurance liabilities
- Claims outstanding - 17,487 17,487 - 12,853 12,853 - 19,814 19,814
- Unearned premiums - 6,694 6,694 - 4,603 4,603 - 4,624 4,624
Deferred income tax liabilities 978 - 978 417 - 417 938 - 938
Other payables, including insurance payables 233 3,875 4,108 737 3,077 3,814 246 4,343 4,589
Accruals and deferred income 487 246 733 346 98 444 581 50 631
Current income tax liabilities - - - - - - - - -
Total liabilities 1,698 28,302 30,000 1,500 20,631 22,131 1,765 28,831 30,596
Shareholders' equity
Share capital 853 - 853 741 - 741 853 - 853
Share premium 6,996 - 6,996 6,261 - 6,261 6,996 - 6,996
Retained earnings 621 1,087 1,708 779 (49) 730 786 460 1,246
Total shareholders' equity 8,470 1,087 9,557 7,781 (49) 7,732 8,635 460 9,095
Total liabilities and shareholders' equity 10,168 29,389 39,557 9,281 20,582 29,863 10,400 29,291 39,691

14. Announcement

A copy of this announcement will be available on the Company's website, www.hampdenplc.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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