COLONIAL MEDICAL INSURANCE COMPANY LIMITED Financial Statements (With Independent Auditors’ Report Thereon) Year ended December 31, 2013 ABCD KPMG Audit Limited Crown House 4 Par-la-Ville Road Hamilton HM 08 Bermuda Mailing Address: P.O. Box HM 906 Hamilton HM DX Bermuda Telephone Fax Internet +1 441 295 5063 +1 441 295 9132 www.kpmg.bm INDEPENDENT AUDITORS’ REPORT To the Shareholder of Colonial Medical Insurance Company Limited We have audited the accompanying financial statements of Colonial Medical Insurance Company Limited (the “Company”), which comprise the statement of financial position as at December 31, 2013 and the statements of comprehensive income, changes in shareholder’s equity and cash flows for the year ended December 31, 2013, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Colonial Medical Insurance Company Limited as at December 31, 2013, and its financial performance and its cash flows for the year ended December 31, 2013 in accordance with International Financial Reporting Standards. Chartered Accountants Hamilton, Bermuda April 28, 2014 © 2014 KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. COLONIAL MEDICAL INSURANCE COMPANY LIMITED Statement of Financial Position December 31, 2013 (Expressed in Bermuda Dollars) Notes Assets Cash and cash equivalents Financial assets at fair value through profit or loss Financial assets held-to-maturity Losses recoverable from reinsurers Insurance and reinsurance balances receivable Funds withheld Accounts receivable and accrued interest Amounts due from related companies Deferred acquisition costs Property, plant and equipment Intangible assets Prepaid expenses 5(i), 16 5, 10(f), 16 5, 10(f), 16 4, 15, 16 16 6, 16 16 10(a), 16 5(i), 16 9, 10(d), 15, 16 9,610,176 33,882,965 1,117,808 3,772,403 3,027,006 213,478 557,089 22,468,871 9,383 2,169,077 143,353 380,036 $ 9,146,941 24,057,217 1,122,680 4,143,622 4,551,410 213,478 582,465 21,942,986 8,885 2,500,862 327,152 227,839 $ 77,351,645 $ 68,825,537 $ 1,153,836 12,713,671 174,297 719,307 1,121,805 2,029,426 $ 1,232,963 13,929,334 136,687 412,434 1,477,896 1,615,745 16 10(a), 16 16 Total liabilities Shareholder’s equity Share capital Contributed surplus Retained earnings 11 12 Total equity attributable to the equity holder of the Company Total liabilities and shareholder’s equity 2012 $ 7 8 Total assets Liabilities Bank overdraft Outstanding losses and loss expenses Unearned premiums Reinsurance balances payable Amounts due to related companies Accrued expenses and accounts payable 2013 $ 17,912,342 18,805,059 2,000,000 1,500,000 55,939,303 2,000,000 1,500,000 46,520,478 59,439,303 50,020,478 77,351,645 $ 68,825,537 See accompanying notes to financial statements Approved for issuance on behalf of the Board of Directors of Colonial Medical Company Limited on April 28, 2014 by: 3 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Statement of Comprehensive Income Year ended December 31, 2013 (Expressed in Bermuda Dollars) Premiums written Reinsurance premiums assumed Notes 2013 2012 10(b), 15 10(d) $ 118,118,365 6,480,271 $ 109,735,233 5,905,624 Total premiums written Change in unearned premiums 124,598,636 (37,610) 115,640,857 (43,469) Premiums earned 124,561,026 115,597,388 Reinsurance premiums ceded 4, 15 Net premiums earned (6,184,061) 15 Claims paid Change in outstanding loss provisions Claims recovered and recoverable from reinsurers Net claims incurred Reinsurance profit commission and commission income Commission expense Other underwriting expenses 118,376,965 87,499,415 (1,215,663) (1,727,052) 85,040,195 2,315,235 (3,352,920) 15 84,556,700 84,002,510 52,125 (8,404,480) (4,495,700) 192,550 (8,148,711) (3,222,814) 20,972,210 14,657,580 5(iv) 1,617,449 2,185,615 13 758,757 868,840 10(e) 2,726,880 2,620,610 (16,656,471) (15,101,956) Net underwriting income Administration fee income Management fee income General and administrative expenses 10(c), 14 Net income and comprehensive income for the year (all attributable to the owner of the Company) $ See accompanying notes to financial statements 4 109,839,065 9 9 4, 9 10(d) Net investment income (5,758,323) 9,418,825 $ 5,230,689 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Statement of Changes in Shareholder’s Equity Year ended December 31, 2013 (Expressed in Bermuda Dollars) Share Capital Balance at December 31, 2011 $ 2,000,000 Contributed Surplus $ 1,500,000 Total Equity Attributable to the Retained Equity holder of Earnings the Company $ 46,289,789 $ 49,789,789 Net income for the year – – 5,230,689 5,230,689 Dividend paid (Note 20) – – (5,000,000) (5,000,000) 46,520,478 50,020,478 9,418,825 9,418,825 $ 55,939,303 $ 59,439,303 Balance at December 31, 2012 2,000,000 Net income for the year Balance at December 31, 2013 1,500,000 – $ – 2,000,000 See accompanying notes to financial statements 5 $ 1,500,000 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Statement of Cash Flows Year ended December 31, 2013 (Expressed in Bermuda Dollars) Notes Cash flows from operating activities Net income Adjustments for: Depreciation and amortisation Dividend and interest income net of amortisation Net unrealized losses (gains) on investments Realised (gains) losses on sales of investments Amortisation on investments Bad debts 2013 $ 7, 8 Operating cash flow before changes in non-cash operating working capital Change in non-cash operating working capital 17 7 8 Cash flows (used in) provided by investing activities Cash flows from financing activities Dividends paid $ 691,017 (1,775,182) (536,140) 120,835 4,872 694,222 9,988,365 4,430,313 435,938 8,863,087 4,866,251 20,833,258 (30,446,179) 1,409,494 83,464 (178,435) (22,327) 17,134,053 (21,754,704) 1,775,182 4,024,282 (244,909) (80,175) (8,320,725) 20 Cash flows used in financing activities Increase in cash and cash equivalents Cash and cash equivalents at beginning of year 5,230,689 716,346 (1,409,494) 98,508 (311,335) 4,872 1,470,643 (1,125,278) Cash flows provided by operating activities Cash flows from investing activities Proceeds from sales of investments Purchase of investments Dividend and interest income received Amounts due from related company Purchase of property, plant and equipment Purchase of intangible assets 9,418,825 2012 853,729 – (5,000,000) – (5,000,000) 542,362 719,980 7,913,978 7,193,998 Cash and cash equivalents at end of year $ 8,456,340 $ 7,913,978 Cash balances comprise: Cash and cash equivalents Bank overdraft $ 9,610,176 (1,153,836) $ 9,146,941 (1,232,963) $ 8,456,340 $ 7,913,978 See accompanying notes to financial statements 6 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 1. General Colonial Medical Insurance Company Limited (the “Company”) was incorporated in the Islands of Bermuda on August 9, 1990 and carries on business as an insurance company and holds a Class 3B license under the Insurance Act, 1978 of Bermuda and related regulations (“the Insurance Act”). The Company is a wholly owned subsidiary of Colonial Group International Ltd. (“CGI”). It commenced writing business on January 1, 1991. The registered office and principal place of business of the Company is Jardine House, 33-35 Reid Street, Hamilton, Bermuda. The Company provides health insurance coverage in Bermuda, Cayman, the British Virgin Islands and the Turks & Caicos Islands for medical, dental, vision, long term disability, short term disability, group life and accidental death and dismemberment risks. The Company provides coverage with the following maximum limits: Maximum Coverage Limit Medical Group life Accidental death and dismemberment $ 5,000,000 $ 2,000,000 $ 2,000,000 The medical coverage represents a lifetime maximum limit per insured. The Company has reinsurance protection which limits losses to $325,000 (2012 - $325,000) per calendar year per insured for medical cover. The dental cover represents an annual maximum limit and is not reinsured. For group life, the Company purchases reinsurance for 80% of the first $250,000 per life under a quota share agreement. In addition, the Company provides group life and accidental death and dismemberment coverage in excess of $250,000 which is fully reinsured on a quota share basis, and long term disability cover, reinsuring 90% of the associated risk. In 2011 the Company purchased catastrophic excess of loss life reinsurance for losses in excess of $250,000 per occurrence limited to $5,000,000 each occurrence. This reinsurance provides cover for the loss of six lives or more that are involved in any one loss. In 2013 the Company purchased Short Term Disability reinsurance for 60% of the Company’s gross liability to a maximum gross weekly benefit of $3,500 per person. The Company assumed and administered all of the group medical, dental, group life and accidental death and dismemberment business written by British Caymanian Insurance Company Limited, a company incorporated in the Cayman Islands and related through a common shareholder, up to August 31, 2007. As of September 1, 2007 the Company started writing business directly in Cayman. The coverage provided and reinsurance purchased since that date is substantially the same as the other business written by the Company. Effective February 1, 2007, the Company assumed and administered all of the group medical, dental, group life and accidental death and dismemberment business written by Colonial Insurance (BVI) Limited, a company incorporated in the British Virgin Islands and related through a common shareholder (see Note 10(d)). The coverage provided and reinsurance purchased is substantially the same as the other business written by the Company. The Company also provides administrative services to a number of self-insured programs, under which it assumes no net underwriting risk but receives an administration fee (Note 13). 7 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 1. General (continued) The Company offers international health insurance coverage for medical, dental, life, long term disability and accidental death and dismemberment risks for individuals and groups working outside their home country. The maximum annual coverage limit is $2,000,000 per insured, and reinsurance is purchased limiting the Company’s net exposure to $325,000 per insured. 2. Basis of preparation (a) Statement of Compliance These financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The financial statements were authorised for issue by the Board of Directors on April 28, 2014. (b) Basis of measurement The financial statements are prepared on the historical cost basis, except for financial assets at fair value through profit or loss, which are stated at fair value and financial assets held-to-maturity which are carried at amortised cost. The methods used to measure fair value are discussed further in Notes 3, 5 and 16. (c) Functional and presentation currency The financial statements are presented in Bermuda dollars, the Company’s functional currency. (d) Use of estimates and judgements The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the year. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, and the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are described in Notes 3(a), 3(c), 3(e)(ii), 3(k), 5, 9 and 16. 8 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 3. Summary of significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these financial statements by the Company. (a) Investments Investments comprise managed funds, corporate bonds, common equity securities and preferred shares. Investments are accounted for on the trade date (the date the Company enters into a commitment to buy or sell the investment). The Company classifies its investments as fair value through profit or loss or held-to-maturity. Investments intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity, changes in interest rates, exchange rates or equity prices are classified as financial assets at fair value through profit or loss. Investments with a fixed maturity, where management has both the intent and the ability to hold to maturity, are classified as financial assets held-to-maturity. Management determines the appropriate classification of its investments at the time of purchase. Investments classified as financial assets at fair value through profit or loss are initially recognised at cost in the statement of financial position and are subsequently re-measured at fair value based upon market quotations or counterparty prices. Investments in unquoted funds are typically valued using the net asset values obtained from the administrators of the respective investment entities. These investment entities generally carry their investments at fair value as determined by their respective investment managers or independent administrators. For securities in the underlying investment entities which are not actively traded, fair values are estimated by using values from independent pricing services or based on manager valuations. Due to the inherent uncertainty of such valuation, the value of investments in unquoted funds held by the Company may differ significantly from the values that would have been used had a ready market value for the investments existed, and such differences could be material. Unrealised gains and losses on financial assets recorded at fair value through profit or loss are included in the determination of net income in the year in which they arise. Financial assets held-to-maturity are carried at amortised cost. Premiums and discounts on acquisition are amortised over the periods remaining to maturity using the straight-line method, which approximates the effective yield method, and the amortisation is included as an adjustment to interest income. Any impairment on financial assets held-to-maturity that are considered to be other than temporary, calculated as the difference between the carrying value and recoverable amount, is included in the determination of net income in the year in which it arises. Realised gains and losses on sales of investments are calculated on the average cost basis. (b) Depreciation Property, plant and equipment are recorded at cost less accumulated depreciation and impairment losses. 9 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 3. Summary of significant accounting policies (continued) (b) Depreciation (continued) Subsequent costs The cost of replacing a component of an item of property or equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in profit or loss as incurred. Depreciation is charged to net income or loss in the statement of comprehensive income on a straight-line basis over the estimated useful life of the asset. The estimated useful lives are as follows: Furniture and fixtures Computer hardware Office equipment Leasehold improvements 5 years 5 years 5 years 10 years (c) Impairment Financial assets not recorded at fair value (including receivables) A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. Losses are recognised in income or loss and reflected in an allowance account against the financial assets. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through net income or loss in the statement of comprehensive income. Non-financial assets The carrying amounts of the Company’s non-financial assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of an asset or cash generating unit (“CGU”) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Impairment losses are recognised in the statement of comprehensive income. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 10 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 3. Summary of significant accounting policies (continued) (d) Share capital Share capital represents ordinary shares which are classified as equity. (e) Insurance contracts i) Classification The Company classifies its insurance contracts as short-term insurance contracts. Short-term insurance contracts include life and health insurance which is intended to protect the Company’s customers from the consequences of events (such as death, disability or sickness) that would affect the ability of the customer or dependants to maintain their current level of income. Guaranteed benefits paid on occurrence of the specified insurance event are either fixed or linked to the event of the economic loss suffered by the policyholder. There are no maturity or surrender benefits attached to these contracts. ii) Recognition and measurement Premiums Premiums written and reinsurance premiums assumed are recorded and earned on a monthly basis as premium is billed, except for the international health insurance coverage, where premiums written are recorded and earned on a pro-rata basis over the term of the policy. Unearned premium reserves are established to cover the unexpired portion of premiums written. Reinsurance premiums ceded are recorded and amortised on a monthly basis as premium is payable, except for international health insurance coverage, where ceded premiums are similarly pro-rated over the terms of the contracts with the unexpired portion deferred in the balance sheet. Claims Claims are initially recorded based on requests for payment by health care providers and insureds. Claims payments and changes in estimates of unpaid claims resulting from the continuous review process and differences between estimates and payments are recognized in the statement of comprehensive income, in the period in which the estimates are changed or the payments are made. They include all direct and indirect claims settlement costs and arise from insured events that have occurred up to the balance sheet date even if they have not yet been reported to the Company. Medical – IBNR The Company establishes a provision for claims reported but not paid and claims incurred but not reported based on the recommendations of the Company’s actuary, using the Company’s past loss history. The reserves recommended by the actuary are estimates, and are subject to variability. This variability cannot be evaluated with absolute certainty since the ultimate liability for loss and loss adjustment expenses is dependent on a number of factors including, but not limited to, expectations as to future development, expected future inflationary trends and change in judicial interpretation of policy provisions. Loss reserves are also dependent on the judgment and opinion of a number of individuals. The process of determining reserves necessarily involves risks that the actual results will deviate, perhaps substantially, from the best estimate made. Management believes that the provision for outstanding claims and claim expenses will be adequate to cover the ultimate net cost of losses incurred to the balance sheet date but the provision is necessarily an estimate and may ultimately be settled for a significantly greater or lesser amount. Any subsequent differences arising are recorded in the period in which they are determined. 11 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 3. Summary of significant accounting policies (continued) (e) Insurance contracts (continued) ii) Recognition and measurement (continued) All provisions are periodically reviewed and evaluated in the light of emerging claim experience and changing circumstances. It is reasonably possible that changes in future conditions in the near term could require a material change in the amount estimated. The resulting changes in estimates of the ultimate liability are recorded as incurred claims in the period they are determined. Given the short-term nature of expected settlement, the provision estimations do not take into consideration the time value of money or make explicit provisions for adverse deviation. iii) Reinsurance contracts held Contracts entered into by the Company with reinsurers under which the Company is compensated for losses on one or more contracts issued by the Company and that meet the classification requirements for insurance contracts, are classified as reinsurance contracts held. The benefits to which the Company is entitled under its reinsurance contracts are included in losses recoverable from reinsurers. Amounts recorded as due from reinsurers comprise claims submitted to reinsurers and the reinsured portion of the reserves for losses on policies issued by the Company. The reinsured portion of the reserves for losses is estimated in a manner consistent with the estimation of reserves for losses on the policies issued by the Company. The Company assesses amounts due from reinsurers for any indication of impairment on a quarterly basis. As at December 31, 2013, management is of the opinion that all amounts due from reinsurers are recoverable and there is no indication of impairment. Reinsurance profit commission is calculated based on past underwriting results and in accordance with the terms of the reinsurance contracts. The reinsurance profit commission is recorded on the accrual basis. iv) Premiums receivable and payable related to insurance contracts Premiums receivable and payable are recognized when due. These include amounts due to and from insurance contract holders, brokers and agents. Premiums receivable are assessed for doubtful accounts and impairment. (f) Foreign exchange Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates in effect at the balance sheet date. Income and expenses are translated at the rates in effect at the date of the transaction and exchange gains and losses are included within general and administrative expenses in the statement of comprehensive income. (g) Commissions, interest and other expenses Commission expenses, interest income and expense, and other expenses are recorded on an accrual basis. Acquisition costs, mainly commissions and brokerage, related to unearned premiums are deferred and amortised to income over the period in which the premiums are earned. The method followed in determining deferred acquisition costs limits the amount of the deferral to its realisable value by giving consideration to losses and expenses and future investment income expected to be incurred as premiums are earned. 12 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 3. Summary of significant accounting policies (continued) (h) Defined contribution plan Contributions to the defined contribution plan are recognized as an expense in net income or loss in the statement of comprehensive income as incurred. (i) Taxation Under the laws of Bermuda there are presently no income, withholding or capital gains taxes payable by the Company. (j) Related parties Related parties include the parent, related companies, that is, fellow subsidiaries, directors and key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Company. During the year, the Company used Capital G Bank Limited and its wholly owned subsidiaries (“Capital G”) for certain banking, investment custodian and investment management services. Prior to December 31, 2013, the Company and Capital G were related by common control. On December 31, 2013, the Company’s ultimate parent company, Edmund Gibbons Limited (“EGL”), disposed of its controlling interest in Capital G. The Company and Capital G remained related parties due to a minority equity interest retained by EGL. Capital G Bank Limited changed its name to Clarien Bank Limited in April 2014. (k) Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. (l) Intangible assets The Company has classified software costs as intangible assets if they are not an integral part of computer equipment. Software intangible assets are recorded at cost less accumulated amortization and impairment losses. Amortisation is provided for on a straight line basis over the estimated useful life of 5 to 10 years. (m) New standards, interpretations and amendments to published standards (a) New and amended standards adopted by the Company IFRS 13, Fair Value Measurement aims to improve consistency and reduce complexity by providing a definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. In accordance with the provisions of IFRS 13, the Company has applied the new fair value measurement guidance prospectively from January 1, 2013. The change did not have a significant impact on the Company’s financial statements. The IASB have also issued IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interest in Other Entities, IAS 27 Separate Financial Statements (2011), which supersedes IAS 27 (2008) and IAS 28 Investments in Associates and Joint Ventures (2011), which supersedes IAS 28 (2008). All of these standards had an effective date of January 1, 2013. The adoption of these standards had no impact on the recognized assets, liabilities and income of the Company. 13 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 3. Summary of significant accounting policies (continued) (b) New standards, amendments and interpretations not effective for the financial year beginning January 1, 2013 and not early adopted IFRS 9 Financial Instruments sets out the recognition and measurement requirements for financial instruments. The IASB has broken the project into three phases, classification and measurement, impairment methodology and hedge accounting. The IASB continues to add to the standard as it completes the various phases of its project and it will eventually form a complete replacement for IAS 39: Financial Instruments Recognition and Measurement. The IASB issued IFRS 9 Financial Instruments (2009) and IFRS 9 (2010), which contain the requirements for classification and measurement of financial assets and liabilities. In November 2012, the IASB issued an exposure draft on limited amendments to the classification and measurement requirements of IFRS 9. The IASB has continued to develop its proposals for an expected credit loss approach to impairment of financial assets and issued an exposure draft in March 2013. The IASB has tentatively determined that the mandatory effective date of IFRS 9 will be January 1, 2018. The adoption of IFRS 9 may have an effect on classification and measurement of the Company’s financial instruments. The IASB issued an exposure draft proposing changes to IFRS 4, Insurance Contracts in July 2010 as the first phase in their project to develop a comprehensive standard for insurance contracts. In July 2013, the IASB issued their second exposure draft for the insurance contracts project. The exposure draft in its current form will require a number of changes to the measurement and disclosure of insurance contracts. The Company has not currently assessed the impact of adoption on the financial statements. The exposure draft does not currently have a mandatory adoption date, however the IASB has stated they will allow at least three full years from the date of any final standard to actual implementation. Under an amendment to IAS 32, Offsetting Financial Assets and Financial Liabilities, an entity is required to offset (i.e. present as a single net amount in the statement of financial position) a recognised financial asset and a recognised financial liability when it has an unconditional and legally enforceable right of setoff and intends either to settle the asset and liability on a net basis or to realise the asset and settle the liability simultaneously. The amendment requires an entity to disclose information about offsetting and related arrangements (such as collateral agreements) to enable users of its financial statements to understand the effect of those arrangements on its financial position. This amendment is effective for annual periods beginning on or after January 1, 2014 and is to be applied retrospectively. The Company is in the process of assessing the impact of this standard on its financial statements. 4. Underwriting policies and reinsurance agreements The Company follows the policy of underwriting and reinsuring all contracts of insurance, which limit the retained liability of the Company to a maximum amount of $325,000 (2012 - $325,000) on any one individual medical loss per year, 20% (2012 - 20%) of paid claims on all group life losses, 10% (2012 - 10%) of paid claims on all long-term disability losses and 40% of gross liabilities up to a maximum of $3,500 gross weekly benefit per person of paid claims on all short-term disability losses. The reinsurance of contracts does not, however, relieve the Company of its primary obligation to the policyholders. In the event that the reinsurers are unable to meet their obligations under the reinsurance agreements, the Company would also be liable for the reinsured amount. The Company evaluates the financial condition of its reinsurers and monitors the credit risk of the reinsurers to minimize its exposure to significant losses from reinsurer insolvency. 14 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 5. Investments (i) Of the total cash and cash equivalents, 46% (2012 - 47%) is held with Capital G and 45% (2012 - 34%) is held with unrelated Bermuda banks. As at December 31, 2013 and 2012, the bank overdraft amount related to the overdrawn balance per the books and resulted primarily from un-presented cheques. (ii) Financial assets at fair value through profit or loss comprise the following: December 31, 2013 Fair value Cost Managed funds Corporate bonds Common equity securities Preferred shares Total December 31, 2012 Fair value Cost $ 31,498,571 1,700,000 508,540 175,854 $ 30,968,581 1,715,912 1,578,695 192,977 $ 23,027,655 – 484,136 545,426 $ 22,396,802 – 1,578,695 556,412 $ 33,882,965 $ 34,456,165 $ 24,057,217 $ 24,531,909 Financial assets held-to-maturity comprise preferred shares maturing in 2019 carried at an amortised cost of $892,808 (2012 - $897,680) and Bermuda government debt instrument maturing in 2020 carried at an amortised cost of $225,000 (2012 - $225,000) which have coupon rates of 8% and 5.6% respectively. The fair value of the held-to-maturity investments at the balance sheet date is $1,266,731 (2012 - $1,316,987). The preferred shares are issued by a local Bermuda bank and are guaranteed by the Government of Bermuda which has a credit rating of AA-. The managed funds owned by the Company invest in a number of different types of investments which include: large cap, small cap and emerging market equity, U.S. bonds, high yield bonds, and alternative investments which can include private equity. These investments are subject to the conditions and restrictions as further defined in the terms of the offering of each fund, which are usually contained in a formal Offering Memoranda. Such Offering Memoranda generally define the nature and types of investments in which a managed fund can invest and provide for specified procedures regarding further investment in and redemption from the particular fund. Whilst investments in managed investment funds can achieve investment diversification, these investments can also subject the Company to a concentration of risk in one company or investment strategy. Because the investments in managed investment funds can only be redeemed or transferred in accordance with the terms of the offering of the particular fund, generally weekly, monthly, or quarterly, the ability of the Company to realise such investments may be restricted. For managed funds the Company’s largest concentration in any one investee is 34% of total investments (2012 - 34%). The security is a Bermuda based fund investing in fixed income securities. Corporate bonds represents a single security with a coupon rate of 1.8% which matured in January 2014. For equity securities there are no concentrations in any one investee. Preferred shares have a coupon rate between 6.45% and 8.75% and mature between 2046 and 2069. 15 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 5. Investments (continued) The investment portfolio is monitored by management and is subject to investment guidelines approved by the Board of Directors. (iii) Fair value of investments The Company measures fair value using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 – Quoted prices for identical instruments in active markets. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. These measurements include circumstances in which there is little, if any, market activity for the asset or liability. In making the assessment, the Company considers factors specific to the asset or liability and such an assessment will involve significant management judgment. Because of the inherent uncertainty in the valuation of these Level 3 investments, fair values of such investments may differ from the values that would have been used had a ready market for these investments existed, and the differences could be material. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company determined that securities classified as Level 1 would include domestic and foreign exchange traded equity securities, quoted preferred shares and quoted managed funds. Level 2 would include corporate debt securities and unquoted preferred shares. Level 3 would include unquoted common equities. Fair values of the Company’s corporate bonds securities are determined by the Company’s investment manager who utilizes third party pricing sources. These third party pricing sources determine estimates of fair value measurement for the securities using the spread above the risk-free yield curve, reported trades, broker/dealer quotes, benchmark yields and industry and market indicators. Fair values of the Company’s interests in unquoted managed fund investments are based upon the Net Asset Values of the underlying investment funds as reported by the investment managers, or their independent administrators. The Company’s ability to redeem its managed fund investments at the reported net asset value per share (or its equivalent) determines whether the managed fund investment will be categorized within Level 2 or Level 3 of the fair value hierarchy. If the managed fund can be redeemed within a time period of 3 months with no gates or other redemption restrictions it will be classified within Level 2. Otherwise the managed fund will be classified within Level 3. A review of the fair value hierarchy classifications is conducted on an ongoing basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets and liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the period in which the reclassifications occur. 16 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 5. Investments (continued) (iii) Fair value of investments (continued) The following table presents the Company’s fair value hierarchy for those assets or liabilities measured at fair value: Investments in securities Quoted prices in active markets for identical assets (Level 1) December 31, 2013 Significant other Significant observable unobservable inputs inputs (Level 2) (Level 3) Total Managed funds Corporate bonds Common equity securities Preferred shares $ 7,961,914 – 470,037 167,973 $ 21,564,339 1,700,000 – – $ 1,972,318 – 38,503 7,881 $ 31,498,571 1,700,000 508,540 175,854 Total $ 8,599,924 $ 23,264,339 $ 2,018,702 $ 33,882,965 There were no reclassifications of investments between Level 1 and Level 2 during the year ended December 31, 2013. Investments in securities Quoted prices in active markets for identical assets (Level 1) December 31, 2012 Significant other Significant observable unobservable inputs inputs (Level 2) (Level 3) Total Managed funds Common equity securities Preferred shares $ 5,737,237 445,191 356,451 $ 16,745,982 – 182,575 $ 544,436 38,945 6,400 $ 23,027,655 484,136 545,426 Total $ 6,538,879 $ 16,982,557 $ 589,781 $ 24,057,217 There were no reclassifications of investments between Level 1 and Level 2 during the year ended December 31, 2012. 17 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 5. Investments (continued) (iii) Fair value of investments (continued) The following table provides a summary of the changes in fair value of the Company’s Level 3 financial assets (and liabilities) for the year ended December 31, 2013: Managed funds Beginning balance at January 1, 2013 Total change in unrealized gains or (losses) Total purchases, issuances and settlements $ Common equity securities 544,436 $ 122,699 1,305,183 Ending balance at December 31, 2013 $ 1,972,318 $ Total gains for the year included in income on Level 3 assets $ $ 122,699 18 38,945 Preferred shares $ 6,400 (442) 1,481 – – 38,503 (442) Fair value measurements using significant unobservable inputs Total $ 589,781 123,738 1,305,183 $ 7,881 $ 2,018,702 $ 1,481 $ 123,738 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 5. Investments (continued) (iii) Fair value of investments (continued) The following table provides a summary of the changes in fair value of the Company’s Level 3 financial assets (and liabilities) for the year ended December 31, 2012: Managed funds Beginning balance at January 1, 2012 Total realized gains or (losses) Total change in unrealized gains or (losses) Total purchases, issuances and settlements Total sales, dispositions and settlements $ Common equity securities 500,410 (78) $ 289 44,479 (664) 37,303 – Preferred shares $ 6,400 – Fair value measurements using significant unobservable inputs Total $ 544,113 (78) 1,642 – 1,931 – – 44,479 – – (664) Ending balance at December 31, 2012 $ 544,436 $ 38,945 $ 6,400 $ 589,781 Total gains for the year included in income on Level 3 assets $ 211 $ 1,642 $ – $ 1,853 Level 3 assets contain investments in unquoted managed funds which have limited observable inputs on which to measure fair value. The effect of changing one or more inputs used in the measurement of fair value of these instruments to another reasonably possible assumption would not be significant and no further analysis has been performed. 19 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 5. Investments (continued) (iv) Investment income comprises the following: 2013 Interest and dividend income Amortisation Realised gains (losses) on sale of investments Net unrealized (losses) gains on investments 6. 2012 $ 1,409,494 (4,872) 311,335 (98,508) $ 1,775,182 (4,872) (120,835) 536,140 $ 1,617,449 $ 2,185,615 Funds withheld Included within funds withheld is a restricted deposit of $210,978 (2012 - $210,978) with a banking institution in the Turks & Caicos Islands. The money is being held in favour of the Superintendent of Insurance of the Turks & Caicos Islands as part of that country’s regulatory requirement. This amount is not to be reduced or removed without the prior written consent of the Superintendent of Insurance. 7. Property, plant and equipment Property, plant and equipment as at December 31, 2013 comprise the following: January 1, 2013 Additions Disposals December 31, 2013 Cost Leasehold improvements Computer hardware Furniture and fixtures Office equipment $ 2,838,801 2,508,378 697,424 680,771 $ 962 172,858 4,615 – $ – – – – $ 2,839,763 2,681,236 702,039 680,771 $ 6,725,374 $ 178,435 $ – $ 6,903,809 January 1, 2013 Depreciation expense Disposals December 31, 2013 Accumulated depreciation Leasehold improvements Computer hardware Furniture and fixtures Office equipment Net book value $ 930,526 1,995,028 683,368 615,590 $ 283,880 197,731 4,202 24,407 $ – – – – $ 1,214,406 2,192,759 687,570 639,997 $ 4,224,512 $ 510,220 $ – $ 4,734,732 $ 2,500,862 $ 2,169,077 20 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 7. Property, plant and equipment (continued) Property, plant and equipment as at December 31, 2012 comprise the following: January 1, 2012 Additions Disposals December 31, 2012 Cost Leasehold improvements Computer hardware Furniture and fixtures Office equipment $ 2,838,801 2,288,465 689,831 663,368 $ – 219,913 7,593 17,403 $ – – – – $ 2,838,801 2,508,378 697,424 680,771 $ 6,480,465 $ 244,909 $ – $ 6,725,374 January 1, 2012 Depreciation expense December 31, 2012 Disposals Accumulated depreciation Leasehold improvements Computer hardware Furniture and fixtures Office equipment Net book value $ 646,646 1,806,925 680,584 591,002 $ 283,880 188,103 2,784 24,588 $ – – – – $ 930,526 1,995,028 683,368 615,590 $ 3,725,157 $ 499,355 $ – $ 4,224,512 $ 2,755,308 $ 2,500,862 21 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 8. Intangible assets Intangible assets comprising computer software as at December 31, 2013 are detailed below: January 1, 2013 Additions Disposals December 31, 2013 Cost Computer software $ 1,489,069 $ 22,327 $ – $ 1,511,396 $ 1,489,069 $ 22,327 $ – $ 1,511,396 January 1, 2013 Amortisation expense Disposals December 31, 2013 Accumulated amortisation Computer software $ 1,161,917 $ 206,126 $ – $ $ 1,161,917 $ 206,126 $ – $ 1,368,043 1,368,043 Net book value $ 327,152 22 $ 143,353 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 8. Intangible assets (continued) Intangible assets comprising computer software as at December 31, 2012 are detailed below: January 1, 2012 Additions Disposals December 31, 2012 Cost Computer software $ 1,408,894 $ 80,175 $ – $ 1,489,069 $ 1,408,894 $ 80,175 $ – $ 1,489,069 January 1, 2012 Amortisation expense Disposals December 31, 2012 Accumulated amortisation Computer software Net book value 9. $ 970,255 $ 191,662 $ – $ 1,161,917 $ 970,255 $ 191,662 $ – $ 1,161,917 $ 438,639 $ 327,152 Outstanding losses and loss expenses The outstanding claims provision comprises: Medical and dental Long-term disability 23 2013 2012 $ 10,570,267 2,143,404 $ 11,881,573 2,047,761 $ 12,713,671 $ 13,929,334 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 9. Outstanding losses and loss expenses (continued) Movements in insurance liabilities and reinsurance assets are as follows: Gross Loss reserves: Notified claims Incurred but not reported Total at beginning of year $ 4,143,622 $ (4,143,622) $ 9,785,712 13,929,334 Movements during the year: Claims incurred - current year 86,492,953 Claims incurred - prior year (209,201) Total claims incurred December 31, 2013 Reinsurance Net – – Gross December 31, 2012 Reinsurance Net $ 2,987,427 $ (2,987,427) $ 9,785,712 8,626,672 (4,143,622) 9,785,712 11,614,099 (2,987,427) 8,626,672 (1,615,583) 84,877,370 87,541,502 (2,501,936) 85,039,566 (850,984) (1,037,056) (111,469) (320,670) (186,072) – – 8,626,672 86,283,752 (1,727,052) 84,556,700 87,355,430 (3,352,920) 84,002,510 (87,499,415) 2,098,271 (85,401,144) (85,040,195) 2,196,725 (82,843,470) Total at end of year 12,713,671 (3,772,403) 8,941,268 13,929,334 (4,143,622) Notified claims Incurred but not reported (3,772,403) 4,143,622 (4,143,622) Claims settled in the year Total at end of year 3,772,403 8,941,268 – – 8,941,268 9,785,712 – 9,785,712 – 9,785,712 $ 12,713,671 $ (3,772,403) $ 8,941,268 $ 13,929,334 $ (4,143,622) $ 9,785,712 Included in the reinsurance balance of $3,772,403 is paid losses recoverable from reinsurers of $505,883. The determination of the provision for future policy benefits is dependent on the estimates relating to the historical monthly lag patterns of claim payment relative to claim incurral date. These lag patterns are used to develop completion factors which estimate the ultimate level of incurred claims for each month. The Company also reviews enrollment and patterns of claims paid per employee per month to estimate incurred claims for months closest to the valuation date. This is referred to as the PEPM method. The use of the 12-month weighted average Completion Factor method, blended with the PEPM method for recent months, is selected as it provides stability and reliability in the provision for future policy benefits. With respect to both methods, paid claims are adjusted for reinsurance recoveries and medical trends. 24 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 9. Outstanding losses and loss expenses (continued) The development of insurance liabilities provides a measure of the Company’s ability to estimate the ultimate value of claims. As claims are typically settled within a one year period, the Company has not included disclosure about claims development. Claims paid Gross claims paid consist of: Medical Dental Vision Long-term disability Group life Other 10. 2013 2012 $ 77,835,714 7,268,616 1,161,469 336,378 596,733 300,505 $ 76,354,086 6,737,444 1,079,764 356,530 376,690 135,681 $ 87,499,415 $ 85,040,195 Related party transactions (a) The amounts due from companies related through common control comprise the following: Gibbons Management Services Limited British Caymanian Insurance Company Limited Colonial Insurance (BVI) Limited 2013 2012 $ 21,060,910 322,550 1,085,411 $ 21,144,374 110,454 688,158 $ 22,468,871 $ 21,942,986 The amounts due to companies related through common control comprise the following: 2013 Colonial Insurance Company Limited Colonial Life Assurance Company Limited Colonial Group International Ltd. Atlantic Medical Insurance Limited British Caymanian Agencies Company Limited 25 2012 $ 285,846 43,124 300,000 487,502 5,333 $ 426,866 24,616 500,000 482,654 43,760 $ 1,121,805 $ 1,477,896 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 10. Related party transactions (continued) The amounts due from related companies are unsecured and repayable on demand. The balance due from Gibbons Management Services Limited bears interest at 5% per annum. The balance due to Colonial Insurance Company Limited is repayable on demand and bears interest at a rate of 3% per annum. Included in investment income is net interest income of $1,040,068 (2012 - $1,642,641) received from related parties. The remaining balances have no specific settlement terms and carry no interest. (b) The Company insures the health and life risks of several companies related through common control. These risks are written at standard rates and are subject to the normal reinsurance protections purchased by the Company. The premiums written for related companies were $8,370,942 (2012 - $7,985,333). (c) The Company recorded an expense of $1,159,705 (2012 - $1,128,407), charged by a company related through common control for the rental of office space and other group overhead expenses during the year. This has been included in general and administrative expenses. (d) The Company assumed $6,204,801 (2012 - $5,522,874) of premiums from Colonial Insurance (BVI) Limited, a company related through a common shareholder. Other balances and costs associated with this reinsurance business include: Outstanding losses and loss expenses Commission expense Claims incurred $ $ $ 2013 2012 1,061,000 1,056,487 4,887,805 $ 1,102,000 $ 966,045 $ 4,587,897 (e) The Company provides management and consultancy services to a medical insurance company related through common control. Included in management fee income is $2,726,880 (2012 - $2,620,610) in respect of such services. (f) Investments with a recorded value of $35,000,773 (2012 - $25,179,897) are held in the custody of Capital G. (g) At December 31, 2013, the Company had 2 (2012 - 2) positions with an aggregate carrying value of $15,243,767 (2012 - $11,715,314) in investment funds managed by Capital G. (h) A director of the Company and significant shareholder of the ultimate parent company is also a director of an entity in which the Company held an equity investment with a carrying value of $148,662 at December 31, 2013 (2012 - $134,103). (i) Investment advisory fees, which are incurred on a quarterly basis and calculated as 0.5% of the total net asset value of the investment portfolio, are included in general and administrative expenses for the year ended December 31, 2013 and amounted to $180,551 (2012 - $144,897). Such fees are paid to Capital G. 26 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 10. Related party transactions (continued) (j) Compensation to key management employees deemed to be related parties under IAS 24 was as follows: Short term employee benefits Defined contribution pension and medical insurance expenses 2013 2012 $ 2,347,431 369,706 $ 2,650,859 214,804 $ 2,717,137 $ 2,865,663 (k) On January 1, 2012 the Company entered into a quota share group life reinsurance agreement with Colonial Life Assurance Company Limited (“CLAC”), a company related through common control. Under this agreement, the Company cedes 50% of the net group life insurance premium to CLAC with a 10% ceding commission earned by the Company. For the year ended December 31, 2013, the Company recognised net ceded premium in the statement of comprehensive income of $546,721 (2012 - $551,639), commission income of $57,832 (2012 - $57,659) and net claims recovered of $27,452 (2012 - $18,161). 11. 12. Share capital 2013 2012 Authorized share capital of par value Bd$1 each: 2,250,000 (2012 - 2,250,000) ordinary shares $ 2,250,000 $ 2,250,000 Issued and fully paid: 2,000,000 (2012 - 2,000,000) ordinary shares $ 2,000,000 $ 2,000,000 Contributed surplus Contributed surplus represents amounts paid to the Company by the shareholder in addition to its subscription to the Company’s share capital. 13. Administration fees The Company provides administrative services to a number of self-insurance programs. The Company collects premiums and pays claims on behalf of the self-insurance programs, but does not assume any insurance risk. 27 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 14. General and administrative expenses 2013 Staff costs (Note 10) Rent, maintenance, insurance and power Stamp duty General and administrative expenses Advertising Depreciation & amortisation (Notes 7 and 8) Professional and legal fees Communication Foreign exchange loss Licenses and permits Travel Printing and stationary Computer expenses Bad debts Bank charges $ 9,365,859 1,252,220 22,039 132,075 541,750 716,346 1,086,900 172,415 159,858 472,155 315,879 220,786 538,358 1,470,643 189,188 Total general and administration expenses $ 16,656,471 2012 $ 9,020,377 1,201,079 20,848 148,229 637,884 691,017 952,835 165,560 132,529 314,719 286,866 234,879 419,201 694,222 181,711 $ 15,101,956 Staff related expenses The Company maintains a defined contribution pension plan for all full time employees. The monthly contributions by the employees and the Company are based on 5% of the employees’ salaries. The Company’s portion of the contributions vests over 3 to 5 years. The Company paid contributions for the year amounting to $178,293 (2012 - $170,055) which are included in staff costs in the general and administrative expenses in the statement of comprehensive income. 15. Statutory requirements The Company must at all times maintain a solvency margin and an enhanced capital requirement in accordance with the provisions of the Insurance Act, 1978 of Bermuda. Each year the Company is required to file with the Bermuda Monetary Authority (the “Authority”) a capital and solvency return within four months of its relevant financial year end (unless specifically extended). The prescribed form of capital and solvency return comprises the insurer’s Bermuda Solvency Capital Requirement (“BSCR”) model, a schedule of fixed income investments by rating category, a schedule of net loss and loss expense provision by line of business, a schedule of premiums written by line of business, a schedule of risk management and a schedule of fixed income securities. 28 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 15. Statutory requirements (continued) As a Class 3B insurer, the Company is required to maintain available statutory capital and surplus in an amount that is equal to or exceeds the target capital levels based on enhanced capital requirements (“ECR”) calculated using the BSCR model. The BSCR model is a risk-based capital model introduced by the Authority that measures risk and determines ECR and a target capital level (defined as 120% of the ECR) based on the Company’s statutory financial statements. In circumstances where the Authority concludes that the Company’s risk profile deviates significantly from the assumptions underlying the ECR or the Company’s assessment of its management policies and practices, it may issue an order requiring that the Company adjust its ECR. During the year ended and as of December 31, 2013, Colonial Medical Company Limited met the target capital level required under the BSCR. The Insurance Act mandates certain actions and filings with the Authority if the Company fails to meet and maintain its ECR or solvency margin, including the filing of a written report detailing the circumstances giving rise to the failure and the manner and time within which the insurer intends to rectify the failure. The Company is prohibited from declaring or paying a dividend if its statutory capital and surplus is less than its ECR, or if it is in breach of its solvency margin or minimum liquidity ratio, or if the declaration or payment of such dividend would cause such breach. At December 31, 2013 the Company’s ECR was $18,891,422 (unaudited). The Company is required by its license to maintain capital and surplus greater than a minimum statutory amount determined as the greater of a percentage of outstanding losses (net of reinsurance recoverable) or a given fraction of net written premiums. At December 31, 2013 the Company was required to maintain a minimum statutory capital and surplus of $18,062,186. Actual statutory capital and surplus is $56,737,454, calculated as follows: Statutory capital and surplus comprises: Shareholder’s equity Less non-admitted assets: Deferred acquisition costs Property, plant and equipment Intangible assets Prepaid expenses $ 59,439,303 Statutory capital and surplus $ 56,737,454 (9,383) (2,169,077) (143,353) (380,036) The Company is also required to maintain a minimum liquidity ratio whereby the value of its relevant assets is not less than 75% of the amount of its relevant liabilities. Relevant assets include cash and cash equivalents, investments, accounts receivable and accrued interest, funds withheld, insurance and reinsurance balances receivable and the amounts due from related companies (to the extent required to meet the liquidity ratio). Certain categories of assets do not qualify as relevant assets under the statute. The relevant liabilities are total general business insurance reserves (net of reinsurance recoverable) and total other liabilities. At December 31, 2013, the Company was required to maintain relevant assets of at least $10,984,367. At that date, relevant assets were $45,575,697 and the minimum liquidity ratio was therefore met. 29 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 15. Statutory requirements (continued) The Company must separately disclose Cayman risk according to the insurance laws of the Cayman Islands. Premiums Written Reinsurance Premiums Ceded Net Premium Earned Net Claims Incurred 2013 2012 $ 49,775,246 $ 2,145,352 $ 47,629,894 $ 34,341,787 $ 47,099,796 $ 1,887,922 $ 45,211,874 $ 34,130,048 Included in Outstanding Loss and loss expenses is $4,288,000 (2012 - $3,419,388) which represents Cayman Risk. The reasonableness of Cayman outstanding loss reserves are supported by a separate independent actuarial study in accordance with the Company’s accounting policies stated in Note 3(e)(ii). Losses recoverable from reinsurers amounting to $473,445 (2012 - ($45,075)) represents the net amounts for Cayman recoveries. These reinsurers have been rated as A- or higher by AM Best. The Company’s bankers issued a letter of credit of $4,500,000 (2012 - $4,500,000) in favor of the Cayman Islands Monetary Authority in order to comply with the insurance laws of the Cayman Islands. The letter of credit is guaranteed by Colonial Group International Ltd, the parent Company. The Company is rated AExcellent by AM Best. With the exception of Note 6, there are no other liens or encumbrances on the Company’s assets. 16. Risk management and financial instruments The activities of the Company involve the use of insurance contracts and financial instruments. As such, the Company is exposed to insurance risks and financial risks. This note presents information about the Company’s exposure to each of the above risks, the objectives, policies and processes for measuring and managing risk and the Company’s management of capital. Further quantitative disclosures are included throughout these financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company is also guided by the risk management framework of its ultimate parent. The Board and the Company’s parent have established the Investment Committee, the Risk Oversight Committee and the Audit Committee, which along with the President and Chief Operating Officer, Health (“COO”) of the Company are responsible for developing and monitoring the Company’s risk management policies. The committees, President and COO report regularly to the Board of Directors on their activities. The risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit Committee and Risk Oversight Committee of the parent are standing committees of the Board of Directors and assists the Board in fulfilling its oversight responsibilities relating to the financial reporting process, internal accounting and financial controls, audit and risk review process, risk assessment and risk management and compliance with legal and regulatory requirements. The Audit Committee, Risk Oversight Committee and the Investment Management Committee meet at least three times per annum and report to the Board on their performance with respect to their respective terms of reference. 30 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 16. Risk management and financial instruments (continued) Insurance risk The principles used by the Company in managing its risks are set out below. The risk under any one insurance contract is the possibility that the insured event occurs and the uncertainty of the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to pricing and provisioning, the principal risk that the Company faces under its insurance contracts is that the actual claims payments exceed the carrying amount of the insurance liabilities. This could occur because the frequency or severity of claims is greater than estimated. Insurance events are random and the actual number and amount of claims will vary from year to year from the level established using statistical techniques. Factors that aggravate insurance risk include lack of risk diversification in terms of type and amount of risk, geographical location and type of industry covered. The Company insures the risks of individuals located in Bermuda, British Virgin Islands, The Cayman Islands, Turks and Caicos and internationally, therefore there is a diversification of geographic risk. There is a concentration of industry risk which is managed through its underwriting strategy and reinsurance arrangements. The Company’s underwriting strategy includes the requirement for clients to enroll at least 75% of all employees on the group health plans, so as to minimize anti-selection and to subject all new members to underwriting. The Company actively manages and pursues early settlements of claims to reduce its exposure to unpredictable developments. In addition, the Company places a ceiling on its exposure by establishing life-time maximum payouts for medical claims. The following factors are likely to affect the sensitivity of the Company’s reserves: changes to the loss ratios for the underlying business changes to the reporting pattern of losses changes to the severity of losses The Company predominantly funds its net insurance liabilities (net of reinsurance recoveries) through its cash and in the normal course of its operations. In the event of a catastrophe, the net insurance liabilities may require to be funded through the disposal of the Company’s portfolio of investments. The mean duration of liabilities is calculated using historical claims data to determine the expected settlement pattern for claims arising from insurance contracts in force at the statement of financial position date (both incurred claims and future claims arising from the unexpired risks at the balance sheet date). The mean durations are: Net short-term insurance liabilities 2013 2012 3mths 3mths Short-term insurance liabilities are estimated using standard actuarial claims projection techniques. These methods extrapolate the claims development for each underwriting year based on the observed development of earlier years. In most cases, no explicit assumptions are made as projections are based on assumptions implicit in the historic claims development on which the projections are based. As such, the sensitivity of short-term insurance liabilities is based on the financial impact of changes to the reported loss ratio. 31 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 16. Risk management and financial instruments (continued) Insurance risk (continued) The sensitivity analyses below are based on a change in one assumption while holding all other assumptions constant. Sensitivity factor Description of sensitivity factor applied Underwriting expenses Loss ratios The impact of a change in underwriting expenses by 5% The impact of a change in loss ratios by 5% Underwriting expenses +5% Underwriting Loss expenses -5% ratios +5% Increase/(Decrease) Loss ratios -5% At December 31, 2013 Impact on profit* Impact on shareholder’s equity* $ (645,009) (645,009) $ 645,009 645,009 $ (6,228,051) (6,228,051) $ 6,228,051 6,228,051 At December 31, 2012 Impact on profit* Impact on shareholder’s equity* $ (568,576) (568,576) $ 568,576 568,576 $ (5,779,869) (5,779,869) $ 5,779,869 5,779,869 * Net of reinsurance As outlined in Note 1 to the financial statements, the Company uses reinsurance to manage its insurance risk. Financial risk The Company has exposure to the following risks from its use of financial instruments: credit risk liquidity risk market risk The nature and extent of the financial instruments outstanding at the balance sheet date and the risk management policies of the Company are discussed below. Credit risk Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company’s maximum credit risk exposure is the carrying value of assets less any provisions for irrecoverable amounts. The Company is exposed to credit risk in the following areas: Cash and investments Investment asset allocation is determined by the Company’s investment manager who manages the distribution of the assets to achieve the Company’s investment objectives. Divergence from target asset allocations and the composition of the portfolio is monitored by the Company’s Board of Directors and the parent’s Investment Committee. Details of concentrations of cash and cash equivalents and investments are disclosed in Note 5. 32 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 16. Risk management and financial instruments (continued) Credit risk (continued) Premiums receivable The Company’s exposure to credit risk is influenced by the financial stability of entities that purchase insurance products. This credit risk is controlled by monitoring the aging of all amounts outstanding on an ongoing basis and monitoring the customers’ financial health by reference to the media and discussions with the customers. A provision is made for non-recovery, if considered necessary. As at December 31, 2013 approximately $526,665 (2012 - $624,821) of premiums receivable due to the Company were from four major groups. Management is of the opinion that this concentration will not have a significant impact on the Company’s financial condition. Collateral is not held against any of the outstanding balances, however the Company has the right to cancel the policy for non-payment. Based on the Company’s current aging procedure, all premiums receivable over 30 days are considered to be past due but not impaired. Customer accounts that become past due over 60 days are placed on-hold and those that are over 90 days past due are considered for impairment by management. Steps taken to cancel or extend the terms of credit are instituted on a case by case basis. Due from reinsurers Reinsurance contracts do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honour their obligations could result in losses to the Company; consequently, allowances are established for amounts deemed uncollectible. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of its reinsurers to minimise the exposure to significant losses from reinsurer insolvencies. At December 31, 2013, losses recoverable from reinsurers were due from one reinsurer who has an A.M. Best rating of A. The Company reviews the creditworthiness of reinsurers on an annual basis and only enters into contracts with reinsurers that (1) have been rated as A- or higher by the AM Best credit rating agency and (2) have in excess of $500 million in capital and surplus. Current financial statements for the reinsurers are reviewed annually. Based on the individual reinsurance agreements, the Company may have the right to offset amounts due to reinsurers against any amounts due from reinsurers. Amounts due from reinsurers relating to medical and AD&D and group life are assessed monthly and quarterly, respectively, for any indication of impairment. At December 31, 2013 there was no significant credit risk associated with any of the Company’s reinsurers. 33 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 16. Risk management and financial instruments (continued) Credit risk (continued) Related party and other receivables Amounts due from related parties and other receivables are assessed and monitored on a monthly basis for any indication of impairment. As at December 31, 2013, $21,060,910 (2012 - $21,144,374) of amounts due from related parties were due from Gibbons Management Services Limited, representing 94% (2012 - 96%) of total amounts due from related parties. As at December 31, 2013, all amounts were considered to be collectible. The following table analyses the aging of the Company’s receivables: December 31, 2013 Insurance and reinsurance balances receivable $ Amounts not currently due – Up to 30 days 2,137,813 31 – 60 days 828,896 61 – 90 days 72,740 Over 90 days (12,443) 3,027,006 Accounts receivable and accrued interest $ Losses recoverable from reinsurers $ Due from related parties $ Total $ – 349,358 – 61,114 146,617 3,266,521 506,314 – – – 22,468,871 – – – – 25,735,392 2,993,485 828,896 133,854 134,174 557,089 3,772,835 22,468,871 29,825,801 December 31, 2012 Insurance and reinsurance balances receivable $ Accounts receivable and accrued interest $ Losses recoverable from reinsurers $ Due from related parties $ Total $ Amounts not currently due – Up to 30 days 2,363,979 31 – 60 days 899,934 61 – 90 days 477,800 Over 90 days 809,697 – 129,144 7,000 144,527 301,794 2,782,693 1,360,929 – – – 21,942,986 – – – – 24,725,679 3,854,052 906,934 622,327 1,111,491 4,551,410 582,465 4,143,622 21,942,986 31,220,483 Insurance and reinsurance balances receivable is presented net of an allowance for doubtful accounts of $1,159,469 (2012 - $957,747). Included in insurance and reinsurance balances receivable are amounts past due of $60,297 (2012 - $1,287,497) that are not considered to be impaired. 34 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 16. Risk management and financial instruments (continued) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company is exposed to daily calls on its available cash resources for the payment of claims and operating expenses. In order to manage liquidity, management seeks to maintain levels of cash and short-term deposits sufficient to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The following summarizes the contractual recovery or settlement of other assets held (within 12 months from the balance sheet date) and the maturity profile of the Company’s liabilities relating to financial instruments and insurance contracts: Year ended December 31, 2013 Current Non-current $ $ Financial assets Cash at bank in hand 9,610,176 Investments 33,882,965 Due from reinsurers 3,772,403 Insurance and reinsurance balances receivable 3,027,006 Funds withheld 213,478 Accounts receivable 557,089 Due from related parties 22,468,871 Total Year ended 73,531,988 – 1,117,808 – Total $ December 31, 2012 Current Non-current $ $ 9,610,176 35,000,773 3,772,403 9,146,941 24,057,217 4,143,622 – – – 3,027,006 213,478 557,089 4,551,410 213,478 582,465 – – – 4,551,410 213,478 582,465 – 22,468,871 21,942,986 – 21,942,986 74,649,796 64,638,119 1,117,808 December 31, 2013 Current Non-current $ $ Total $ – 1,122,680 – Total $ 1,122,680 9,146,941 25,179,897 4,143,622 65,760,799 December 31, 2012 Current Non-current $ $ Total $ Financial liabilities Bank overdraft Outstanding losses and loss expenses Due to reinsurers Due to related parties Accrued expenses 1,153,836 – 1,153,836 1,232,963 – 1,232,963 12,713,671 719,307 1,121,805 2,029,426 – – – – 12,713,671 719,307 1,121,805 2,029,426 13,929,334 412,434 1,477,896 1,615,745 – – – – 13,929,334 412,434 1,477,896 1,615,745 Total 17,738,045 – 17,738,045 18,668,372 – 18,668,372 Liquidity margin 55,793,943 56,911,751 45,969,747 1,117,808 35 1,122,680 47,092,427 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 16. Risk management and financial instruments (continued) Market risk Market risk is the risk that changes in market prices such as equity prices, interest rates and foreign exchange rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of the Company’s market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. Interest-rate risk The Company invests in managed funds, the fair values of which are affected by changes in interest rates. Details of interest rate risk on related party balances are disclosed in Note 10. The Company’s interest rate risk exposure on its corporate bond securities is not considered significant. Currency risk The majority of the Company’s financial assets and liabilities are denominated in Bermuda dollars therefore the Company is not normally exposed to significant currency risk. Equity price risk The Company is subject to equity price risk due to daily changes in the market values of securities in its fund and equity portfolios. Equity price risk is actively managed in order to mitigate anticipated unfavorable market movements where this lies outside the risk appetite of the parent company’s Investment Committee. Diversified portfolios of assets are held in order to reduce exposure to individual equities. At the balance sheet date management estimates that a 10% increase in prices for securities held, with all other variables held constant, would increase net income by approximately $3,200,000. A 10% decrease in equity prices would have a corresponding decrease in net income. Limitations of sensitivity analysis The sensitivity information included in this note demonstrates the estimated impact of a change in a major input assumption while other assumptions remain unchanged. In reality, there are normally significant levels of correlation between the assumptions and other factors. It should also be noted that these sensitivities are non-linear and larger or smaller impacts should not be interpolated or extrapolated from these results. Furthermore, estimates of sensitivity may become less reliable in unusual market conditions such as instances when risk free interest rates fall towards zero. 36 COLONIAL MEDICAL INSURANCE COMPANY LIMITED Notes to Financial Statements December 31, 2013 17. Change in non-cash operating working capital 2013 (Increase)/decrease in: Losses recoverable from reinsurers Insurance and reinsurance balances receivable Amounts due to/from related companies (net) Funds withheld Accounts receivable and accrued interest Deferred acquisition costs Prepaid expenses $ Increase/(decrease) in: Outstanding losses and loss expenses Unearned premiums Reinsurance balances payable Accrued expenses and accounts payable $ (1,215,663) 37,610 306,873 413,681 $ 18. 371,219 53,761 (965,440) – 25,376 (498) (152,197) 2012 (1,125,278) (1,156,195) (2,314,087) 2,161,224 (1,265) (465,251) (2,367) 125,505 2,315,235 43,469 52,796 (323,126) $ 435,938 Capital management The Company’s capital base is structured to exceed regulatory and internal capital targets while maintaining an effective capital structure. The Board of Directors is responsible for designing the Company’s capital plan with management responsible for the implementation of the plan. The policy is designed to ensure that adequate capital is maintained to provide the flexibility necessary to take advantage of growth opportunities, to support the risks associated with the business and to provide returns to shareholders. The policy is also designed to provide an appropriate level of risk management over capital adequacy risk, which is defined as the risk that capital is not or will not be sufficient to withstand adverse economic conditions, to maintain financial strength or to allow the Company to take advantage of opportunities for expansion. The Company is required by the Bermuda Monetary Authority to maintain certain levels of capital and surplus. At the balance sheet date the Company has met these requirements (See Note 15). The Company’s capital base consists of common shares, contributed surplus and retained earnings. 19. Letter of credit The Company’s bankers issued a letter of credit of $4,500,000 (2012 - $4,500,000) in favor of the Cayman Islands Monetary Authority in order to comply with the insurance laws of the Cayman Islands (see Note 15). The parent company has pledged assets as security for this letter of credit. 20. Dividends During the year, the Company declared a dividend payable to its sole shareholder of $Nil (2012 - $5,000,000). 37
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