QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.2
Group Financial Statements
of
Advent Capital (Holdings) PLC
as of and for the six months ended 30 June 2002 (unaudited),
together with related notes.
ADVENT CAPITAL (HOLDINGS) PLC
SUMMARY FINANCIAL STATEMENTS
30 JUNE 2002
Summary Financial Statements
30 June 2002
- 1.
- Group Profit and Loss Account
- 2.
- Group Balance Sheet
- 3.
- Group Cash Flow Statement
- 4.
- Basis of Preparation
- 5.
- Group Balance on Technical Account
- 6.
- Group Non Technical Account
- 7.
- Company Balance Sheet
- 8.
- Company Profit and Loss Account
ADVENTCAPITAL (HOLDINGS) PLC
Group Profit & Loss Account
General Business Technical Account
| | Six months ended 30.6.2002
| | Year Ended 31.12.2001
| |
---|
| | £'000s
| | £'000s
| | £'000s
| | £'000s
| |
---|
Gross premiums written | | | | 124,722 | | | | 206,398 | |
Outwards reinsurance premiums | | | | (20,324 | ) | | | (36,530 | ) |
Net premiums written | | | | 104,398 | | | | 169,868 | |
Change in the gross provision for unearned premiums | | | | (51,926 | ) | | | 16,153 | |
Reinsurers' share | | | | (2,125 | ) | | | (28,452 | ) |
Earned premiums, net of reinsurance | | | | 50,347 | | | | 157,569 | |
Allocated Investment Income | | | | 2,912 | | | | 7,153 | |
Total technical income | | | | 53,259 | | | | 164,722 | |
Claims paid | | | | | | | | | |
—gross amount | | (89,045 | ) | | | (191,302 | ) | | |
—reinsurers' share | | 45,562 | | | | 85,212 | | | |
| | (43,483 | ) | | | (106,090 | ) | | |
Change in the provision for claims | | | | | | | | | |
—gross amount | | (180,684 | ) | | | (306,685 | ) | | |
—reinsurers' share | | 137,177 | | | | 198,513 | | | |
| | (43,507 | ) | | | (108,172 | ) | | |
Claims incurred, net of reinsurance | | | | (86,990 | ) | | | (214,262 | ) |
Change in other Technical Provisions | | | | 41,767 | | | | 47,548 | |
Net operating expenses | | | | (10,050 | ) | | | (44,464 | ) |
Balance on technical account | | | | (2,014 | ) | | | (46,456 | ) |
Non Technical Account | | | | | | | | | |
Investment Income | | | | 444 | | | | 1,169 | |
Other Income | | | | 585 | | | | 1,033 | |
Other charges | | | | 3,350 | | | | 4,619 | |
Profit/(Loss) on Ordinary Activities before Tax | | | | (4,335 | ) | | | (48,873 | ) |
Tax on profit on ordinary activities | | | | 197 | | | | 103 | |
Profit/(Loss) on Ordinary Activities after Tax | | | | (4,532 | ) | | | (48,976 | ) |
Retained (Loss)/Profit brought forward | | | | (51,273 | ) | | | (2,297 | ) |
| | | |
| | | |
| |
Retained (Loss)/Profit carried forward | | | | (55,805 | ) | | | (51,273 | ) |
| | | |
| | | |
| |
2
ADVENTCAPITAL (HOLDINGS) PLC
Group Balance Sheet
30 June 2002
| | 30 June 2002
| | 31 December 2001
| |
---|
| | At Lloyd's
| | Corporate
| | Total
| | At Lloyd's
| | Corporate
| | Total
| |
---|
| | £'000s
| | £'000s
| | £'000s
| | £'000s
| | £'000s
| | £'000s
| |
---|
Assets | | | | | | | | | | | | | |
Tangible Fixed Assets | | | | 686 | | 686 | | | | 810 | | 810 | |
Intangible Fixed Assets | | | | 10,476 | | 10,476 | | | | 10,875 | | 10,875 | |
Investments | | 121,417 | | 0 | | 121,417 | | 106,090 | | 0 | | 106,090 | |
Reinsurer's share of technical provisions: | | | | | | | | | | | | | |
Provision for unearned premiums | | 10,735 | | | | 10,735 | | 13,329 | | | | 13,329 | |
Provision for outstanding claims | | 453,063 | | | | 453,063 | | 284,819 | | | | 284,819 | |
Debtors | | 221,091 | | 634 | | 221,725 | | 134,107 | | 996 | | 135,103 | |
Cash | | 17,211 | | 24,759 | | 41,970 | | 7,324 | | 24,500 | | 31,824 | |
Overseas deposits | | 10,077 | | | | 10,077 | | 7,215 | | | | 7,215 | |
Prepayments & accrued income | | 23,867 | | 3,122 | | 26,989 | | 28,146 | | 3,695 | | 31,841 | |
| |
| |
| |
| |
| |
| |
| |
Total assets | | 857,461 | | 39,677 | | 897,138 | | 581,030 | | 40,876 | | 621,906 | |
| |
| |
| |
| |
| |
| |
| |
Liabilities | | | | | | | | | | | | | |
Capital & reserves: | | | | | | | | | | | | | |
Called-up share capital | | | | 11,316 | | 11,316 | | | | 11,316 | | 11,316 | |
Share premium account | | | | 28,802 | | 28,802 | | | | 28,802 | | 28,802 | |
Other reserves (merger) | | | | (4,308 | ) | (4,308 | ) | | | (4,308 | ) | (4,308 | ) |
Profit & loss account | | (53,846 | ) | (1,959 | ) | (55,805 | ) | (47,439 | ) | (3,834 | ) | (51,273 | ) |
| |
| |
| |
| |
| |
| |
| |
Share holders funds | | (53,846 | ) | 33,851 | | (19,995 | ) | (47,439 | ) | 31,976 | | (15,463 | ) |
| |
| |
| |
| |
| |
| |
| |
Technical provisions: | | | | | | | | | | | | | |
Other technical provisions | | (71,225 | ) | | | (71,225 | ) | (63,035 | ) | | | (63,035 | ) |
Provision for unearned premiums | | 157,890 | | | | 157,890 | | 105,456 | | | | 105,456 | |
Provision for outstanding claims | | 708,309 | | | | 708,309 | | 507,392 | | | | 507,392 | |
| |
| |
| |
| |
| |
| |
| |
| | 794,974 | | | | 794,974 | | 549,813 | | | | 549,813 | |
| |
| |
| |
| |
| |
| |
| |
Provision for other charges | | | | 0 | | 0 | | | | 90 | | 90 | |
Creditors | | 98,133 | | 8,228 | | 106,361 | | 76,798 | | 1,427 | | 78,225 | |
Accruals & deferred income | | 15,698 | | 100 | | 15,798 | | 8,705 | | 536 | | 9,241 | |
| |
| |
| |
| |
| |
| |
| |
Total liabilities | | 854,959 | | 42,179 | | 897,138 | | 587,877 | | 34,029 | | 621,906 | |
| |
| |
| |
| |
| |
| |
| |
| | 2,502 | | (2,502 | ) | 0 | | (6,847 | ) | 6,847 | | | |
3
ADVENT CAPITAL (HOLDINGS) PLC
Group Cashflow Statement
| | Six months ended 30.6.2002
| |
---|
| | £'000's
| | £'000's
| |
---|
Net Cash Inflow from Operating Activities | | | | 27,921 | |
Return on Investments and Servicing of Finance | | | | 444 | |
Investing Activities | | | | | |
Additions to tangible fixed assets | | (30 | ) | | |
Net Cash Outflow from Investing Activities | | | | (30 | ) |
Net movement in syndicates' portfolio investments | | | | (15,327 | ) |
| | | |
| |
Increase in net funds in the period | | | | 13,008 | |
| | | |
| |
4
ADVENTCAPITAL (HOLDINGS) PLC
Basis of Preparation
The Summary Financial Statements have been prepared in accordance with the Group's accounting policies as stated in the 31 December 2001 group accounts.
Post Balance Sheet Event
In July 2002, Advent Capital (Holdings) PLC (the "Company") conducted an Open Offer and Placing for an additional 60,058,737 of its Ordinary Shares at 50 pence a share. All conditions to the issuance of the additional shares were met on August 23, 2002 when Lloyd's and the Financial Services Authority provided the necessary approvals. The Company realized net proceeds of £29,704,200 (gross proceeds of £30,029,368 less expenses of £325,168) from the Open Offer and Placing and increased its net assets by that amount.
Underwriting Results
For 2001 and prior years of account ultimate loss ratios are based on the mid range Syndicate Quarterly Reporting (SQR) forecast results as reported to Lloyd's at 30 June 2002. Some years show profits for the six months as a result of the mid range SQR forecast result being better than the Lloyd's Solvency based ultimate loss ratios adopted at the year end.
For the 2002 years of account of Syndicates 780 and 2 an ultimate net loss ratio of 70% was applied to the net earned premium at 30 June 2002. The premium earning profile of each syndicate resulted in the earned element of premiums written being 37% for Syndicate 2 and 15% for Syndicate 780. The lower percentage of Syndicate 780 is largely attributable to its level of Hurricane exposure causing the incidence of risk against which premiums are earned to be skewed towards the second half of the year.
In summary, 2002 premiums written and earned at 30 June 2002 were:
| | Written Premium Income
| | Unearned
| | Earned
|
---|
| | £m
| | £m
| | £m
|
---|
Syndicate 2 | | 95 | | 60 | | 35 |
Syndicate 780 | | 120 | | 102 | | 18 |
[Figures are at Syndicate level and are gross of brokerage and other acquisition costs. ROE £1=$1.52 and C$2.32]
DIFFERENCES BETWEEN ADVENT CAPITAL ACCOUNTING PRINCIPLES AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
The accounting policies, under which the Group Accounts are prepared, conform with the Companies Act 1985, and with the ABI SORP ("Advent Group Accounting Principles"), which differ in certain respects from generally accepted accounting principles in the United States ("U.S. GAAP"). Differences which have a significant effect on consolidated net income and shareholders' equity are as follows:
ACQUISITION ACCOUNTING
On 23 November 1999, the Company acquired the remaining 75% of the equity shares of B F Caudle Agencies Limited ("B F Caudle"). The acquisition was accounted for using merger accounting in accordance with Financial Reporting Standard number 6 (FRS 6), and an arising merger reserve of £4,308,102 was recorded by the Company in shareholders' equity. In addition, under FRS 6,
5
legal and professional fees incurred in connection with the acquisition of £521,996 were not included in the fair value of assets and liabilities acquired, but were instead included in post acquisition costs and were charged to the Group Profit and Loss Account in 1999. Under U.S. GAAP, this acquisition transaction is accounted for as a purchase in accordance with the Accounting Principles Board Opinion No. 16, "Business Combinations."
GOODWILL
Under U.S. GAAP, Statement of Financial Accounting Standards Board No. 142, "Goodwill and Other Intangible Assets" has been adopted and goodwill is not being amortized effective 1 January 2002.
PENSIONS AND OTHER POST RETIREMENT BENEFITS
The Kingsmead Underwriting Agency Limited Defined Benefit Pension Scheme ("KUAL Fund") had a deficit of £3,340,000 at 31 December 2001 which was disclosed but not recognized by the Group in 2001. Under U.S. GAAP, such deficit is recorded as a liability of the Group at 31 December 2001.
TAXATION
Deferred taxation is provided by the Group on all temporary differences, except that no deferred tax asset is recognized by the Group on loss on ordinary activities in the six months ended 30 June 2002. Under U.S. GAAP, deferred tax assets are subject to a valuation allowance if it is more likely than not that they will not be realized.
The following is a summary of the significant adjustments to profit (loss) and shareholders' equity (deficit) which would be required if U.S. GAAP had been applied instead of applying Advent Group Accounting Principles.
Group Profit and Loss Account
| | Six months ended 30.6.2002
| | Year Ended 31.12.2001
| |
---|
| | £'000's
| | £'000's
| |
---|
(Loss) on Ordinary Activities after Taxation | | (4,532 | ) | (48,976 | ) |
Significant adjustments: | | | | | |
| Increase: | | | | | |
| | Deferred tax benefit on loss on ordinary activities | | 1,301 | | 14,662 | |
| | Goodwill amortization expense recorded by Advent Capital in six months ended 30.06.02 | | 329 | | | |
| | Pension fund deficit recognized as a liability at 30.06.02 by Advent Capital, net of tax | | 1,016 | | | |
| Decrease: | | | | | |
| | Amortization expense of goodwill on B. F. Caudle acquisition | | | | (322 | ) |
| | Recognition of pension fund deficit in existence as of 31.12.01 not recognized by Advent Capital, net of tax | | | | (2,338 | ) |
| |
| |
| |
Net loss as adjusted in accordance with U.S. GAAP | | (1,886 | ) | (36,974 | ) |
| |
| |
| |
6
Group Shareholders' Funds
| | 30 June 2002
| | 31 December 2001
| |
---|
| | £'000's
| | £'000's
| |
---|
Shareholders' funds as reported in the Group balance sheet | | (19,995 | ) | (15,463 | ) |
Significant adjustments: | | | | | |
| Increase: | | | | | |
| | Merger reserve recorded and group reorganization costs incurred in connection with the B. F. Caudle acquisition as accounted for as Goodwill | | 4,673 | | 4,673 | |
| | Deferred tax assets | | 17,375 | | 16,075 | |
| | Goodwill amortization expense recorded by Advent Capital in six months ended 30.06.02 | | 329 | | | |
| | Pension fund deficit recognized as a liability at 30.06.02 by Advent Capital | | 1,016 | | | |
| Decrease: | | | | | |
| | Accumulated amortization on B. F. Caudle acquisition Goodwill | | (671 | ) | (671 | ) |
| | Recognition of pension fund deficit in existence as of 31.12.01 not recognized by Advent Capital | | (2,338 | ) | (2,338 | ) |
| |
| |
| |
Shareholders' equity as adjusted in accordance with U.S. GAAP | | 389 | | 2,276 | |
| |
| |
| |
CONSOLIDATED CASH FLOW STATEMENT
The consolidated statement of cash flows prepared under Advent Group Accounting Principles present substantially the same information as those required under U.S. GAAP. These statements differ, however, with regard to classification of certain items.
Under Advent Group Accounting Principles, cash flows are presented separately for operating activities, returns on investments and servicing of finance, taxation, investing activities and management of liquid resources and financing. U.S. GAAP, however, requires only three categories of cash flow activity to be reported: operating, investing and financing. Cash flows from taxation and returns on investments and servicing of finance shown under Advent Group Accounting Principles, would be included as operating activities under U.S. GAAP. Net movement in portfolio investments shown under Advent Group Accounting Principles, would be included as investing activities under U.S. GAAP.
7
The categories of cash flow activity under U.S. GAAP can be summarized as follows:
Group Cash Flow Statement
| | Six months ended 30.6.2002
| |
---|
| | £'000's
| |
---|
Net Cash Inflow from Operating Activities | | 27,921 | |
Increase: | | | |
| Interest received | | 444 | |
| |
| |
Cash flow provided by operating activities in accordance with U.S. GAAP | | 28,365 | |
| |
| |
Net Cash (Outflow) from Investing Activities | | (30 | ) |
Decrease: | | | |
| Net movement in syndicates' portfolio Investments | | (15,327 | ) |
| |
| |
Cash flow used in investing activities | | (15,357 | ) |
| |
| |
Net increase in cash | | 13,008 | |
Cash at beginning of year | | 39,039 | |
| |
| |
Cash at end of year | | 52,047 | |
| |
| |
8
ADVENTCAPITAL (HOLDINGS) PLC
Group Balance
on Technical Account
| |
| |
| | Years Ended 31 December
|
---|
| | Year of Account Total
| | Six months ended 30.6.2002
|
---|
| | 2001
| | 2000
| | 1999
| | 1998
|
---|
| | £'000s
| | £'000s
| | £'000s
| | £'000s
| | £'000s
| | £'000s
|
---|
Syndicate 780—Non Marine Underwriting Year of Account | | | | | | | | | | | | |
| 2002 open | | 959 | | 959 | | | | | | | | |
| 2001 open | | (22,507 | ) | (5,311 | ) | (17,196 | ) | | | | | |
| 2000 open | | (2,377 | ) | 371 | | (4,147 | ) | 1,399 | | | | |
| 1999 closed | | (3,092 | ) | | | 2,970 | | (3,723 | ) | (2,339 | ) | |
| | | |
| |
| | | | | | |
Balance on technical account | | | | (3,981 | ) | (18,373 | ) | | | | | |
| | | |
| |
| | | | | | |
Syndicate 2—Marine Underwriting Year of Account | | | | | | | | | | | | |
| 2002 open | | 2,123 | | 2,123 | | | | | | | | |
| 2001 open | | (15,905 | ) | (1,002 | ) | (14,903 | ) | | | | | |
| 2000 open | | (17,194 | ) | (5,621 | ) | (8,770 | ) | (2,803 | ) | | | |
| 1999 closed | | (6,241 | ) | | | (1,090 | ) | 515 | | (5,666 | ) | |
| | | |
| |
| | | | | | |
Balance on technical account | | | | (4,500 | ) | (24,763 | ) | | | | | |
| | | |
| |
| | | | | | |
Syndicate 271—Aviation Underwriting Year of Account | | | | | | | | | | | | |
| 2000 open | | (64,925 | ) | (7,897 | ) | (33,316 | ) | (23,712 | ) | | | |
| 1999 open | | (13,602 | ) | (88 | ) | (9,865 | ) | (434 | ) | (3,215 | ) | |
| 1998 open | | (3,633 | ) | (1,178 | ) | (3,601 | ) | 39 | | 488 | | 619 |
| | | |
| |
| | | | | | |
Balance on technical account | | | | (9,163 | ) | (46,782 | ) | | | | | |
| | | |
| |
| | | | | | |
Syndicate 506—Non Marine Underwriting Year of Account | | | | | | | | | | | | |
| 2001 open | | (12,038 | ) | 845 | | (12,883 | ) | | | | | |
| 2000 open | | (15,024 | ) | 354 | | (13,955 | ) | (1,423 | ) | | | |
| 1999 open | | (14,468 | ) | (967 | ) | (8,278 | ) | (163 | ) | (5,060 | ) | |
| | | |
| |
| | | | | | |
Balance on technical account | | | | 232 | | (35,116 | ) | | | | | |
| | | |
| |
| | | | | | |
All Syndicates Balance on technical account | | | | (17,412 | ) | (125,034 | ) | | | | | |
Underwriting Indemnity | | | | 15,398 | | 78,563 | | | | | | |
Distribution adjustment | | | | | | 15 | | | | | | |
| | | |
| |
| | | | | | |
Group Balance on Technical Account | | | | (2,014 | ) | (46,456 | ) | | | | | |
| | | |
| |
| | | | | | |
9
ADVENTCAPITAL (HOLDINGS) PLC
Group Non Technical Account
| | Six months ended 30.6.2002
|
---|
| | £'000s
|
---|
Investment Income | | |
Interest receivable | | 443 |
Other Income | | |
Managing Agency Fees (non group) | | 585 |
Other Charges | | |
Amortisation of goodwill | | 329 |
LOC charges | | 445 |
Amortisation of capacity costs | | 70 |
Bank charges | | 150 |
Provision for KUAL pension deficit | | 1,452 |
Other operating costs | | 904 |
| | 3,350 |
10
ADVENTCAPITAL (HOLDINGS) PLC
Balance Sheet
| | 30.6.2002
| | 31.12.2001
| |
---|
| | £'000s
| | £'000s
| |
---|
Assets | | | | | |
Investments | | 14,406 | | 14,406 | |
Debtors | | 6,289 | | 6,224 | |
Cash | | 13,238 | | 13,594 | |
Other Tangible Assets | | 491 | | 592 | |
| |
| |
| |
Total assets | | 34,424 | | 34,816 | |
| |
| |
| |
Liabilities | | | | | |
Capital & reserves: | | | | | |
Called-up share capital | | 11,316 | | 11,316 | |
Share premium account | | 27,553 | | 27,553 | |
Profit & loss account | | (50,799 | ) | (48,792 | ) |
| |
| |
| |
Shareholders funds | | (11,930 | ) | (9,923 | ) |
| |
| |
| |
Provision for other charges | | 45,557 | | 43,543 | |
Creditors | | 732 | | 889 | |
Accruals & deferred income | | 65 | | 307 | |
| |
| |
| |
Total liabilities | | 34,424 | | 34,816 | |
| |
| |
| |
11
ADVENTCAPITAL (HOLDINGS) PLC
Detailed Profit & Loss Account
| | Six months ended 30 June 2002
| | Year ended 31 December 2001
| |
---|
| | £
| | £
| | £
| | £
| |
---|
Income | | | | | | | | | |
Interest Receivable | | | | 235,873 | | | | 656,697 | |
Management Recharges: | | | | | | | | | |
| Payroll & related costs | | | | 300,446 | | | | 568,048 | |
| Depreciation | | | | 97,209 | | | | 113,410 | |
| | | |
| | | |
| |
| | | | 633,528 | | | | 1,338,155 | |
Expenses | | | | | | | | | |
Direct: | | | | | | | | | |
Payroll | | 335,009 | | | | 770,326 | | | |
Pension | | 29,289 | | | | 46,190 | | | |
Accommodation costs—America Square | | | | | | 13,050 | | | |
Audit | | | | | | 25,000 | | | |
Legal & Professional Fees | | 35,795 | | | | 75,704 | | | |
Insurance | | 53,475 | | | | 12,270 | | | |
Bank fees and charges | | 6,375 | | | | 6,495 | | | |
Depreciation | | 101,513 | | | | 118,432 | | | |
Printing & stationery | | | | | | 380 | | | |
Other | | | | | | 2,285 | | | |
Recharges: | | | | | | | | | |
Payroll & related costs | | 32,211 | | | | 31,617 | | | |
Accommodation costs—America Square | | 12,704 | | | | 2,616 | | | |
Accommodation costs—Room 813 | | | | | | 9,707 | | | |
Accommodation costs—KUAL | | | | | | 3,056 | | | |
Legal & Professional Fees | | 3,445 | | | | 1,743 | | | |
Printing & stationery | | 968 | | | | 390 | | | |
Marketing | | | | | | 2,798 | | | |
Travel & subsistence | | 11,485 | | | | 13,972 | | | |
Entertaining | | 171 | | | | 9,075 | | | |
Telephone & Fax | | 1,047 | | | | | | | |
Depreciation | | 1,837 | | | | 4,422 | | | |
Computer | | | | | | 1,518 | | | |
Other | | 884 | | | | 1,108 | | | |
| | | | 626,208 | | | | 1,152,154 | |
| | | |
| | | |
| |
Profit before investment write down, provisions and corporation tax | | | | 7,320 | | | | 186,001 | |
Provision for Advent Capital PLC underwriting losses | | | | 2,014,000 | | | | 43,542,907 | |
Advent Capital PLC debtor written off | | | | | | | | 5,969,282 | |
Advent Capital PLC investment written off | | | | | | | | 426,250 | |
| | | |
| | | |
| |
Loss before Corporation Tax | | | | (2,006,680 | ) | | | (49,752,438 | ) |
Corporation Tax | | | | | | | | 60,000 | |
| | | |
| | | |
| |
Loss after Corporation Tax | | | | (2,006,680 | ) | | | (49,812,438 | ) |
| | | |
| | | |
| |
12
QuickLinks