Exhibit 99.1
International General Insurance Holdings Ltd.
Interim Condensed Consolidated Financial Statements
June 30, 2024 (Unaudited)
International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
June
30, | December 31, 2023 | |||||||
| (Expressed in thousands of U.S. Dollars, “USD”, except share and per share data) | ||||||||
| ASSETS | ||||||||
| Investments | ||||||||
| Fixed maturity securities available-for-sale, at fair value (amortized cost: USD | ||||||||
| Equity securities, at fair value (cost: USD | ||||||||
| Other investments, at fair value (cost: USD | ||||||||
| Short-term investments | ||||||||
| Term deposits | ||||||||
| Equity-method investments measured at fair value | ||||||||
| Fixed maturity securities held to maturity | ||||||||
| Total investments | ||||||||
| Cash and cash equivalents | ||||||||
| Accrued investment income | ||||||||
| Premiums receivable, net of allowance for expected credit losses (USD | ||||||||
| Reinsurance recoverables, net of allowance for expected credit losses (USD | ||||||||
| Ceded unearned premiums | ||||||||
| Deferred policy acquisition costs, net of ceding commission | ||||||||
| Deferred tax assets, net | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Reserve for unpaid loss and loss adjustment expenses | ||||||||
| Unearned premiums | ||||||||
| Insurance and reinsurance payables | ||||||||
| Other liabilities | ||||||||
| Derivative financial liability | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common shares (authorized: | ||||||||
| Additional paid-in capital | ||||||||
| Treasury shares ( | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss, net of taxes | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
See accompanying notes to the condensed consolidated financial statements
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International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Expressed in thousands of U.S. Dollars, “USD”, except per share data) | ||||||||
| REVENUES: | ||||||||
| Gross written premiums | ||||||||
| Ceded written premiums | ( | ) | ( | ) | ||||
| Net written premiums | ||||||||
| Net change in unearned premiums | ( | ) | ( | ) | ||||
| Net premiums earned | ||||||||
| Investment income | ||||||||
| Net realized gain on investments | ||||||||
| Net unrealized gain on investments | ||||||||
| Change in allowance for expected credit losses on investments | ( | ) | ||||||
| Other revenues | ||||||||
| Total revenues | ||||||||
| EXPENSES: | ||||||||
| Net loss and loss adjustment expenses | ( | ) | ( | ) | ||||
| Net policy acquisition expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Change in allowance for expected credit losses on receivables | ( | ) | ( | ) | ||||
| Change in fair value of derivative financial liabilities | ( | ) | ( | ) | ||||
| Other expenses | ( | ) | ( | ) | ||||
| Net foreign exchange (loss) gain | ( | ) | ||||||
| Total expenses | ( | ) | ( | ) | ||||
| Income before income taxes | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net income | ||||||||
| Earnings per share | ||||||||
| Basic earnings per share attributable to equity holders (US Dollars) | ||||||||
| Diluted earnings per share attributable to equity holders (US Dollars) | ||||||||
See accompanying notes to the condensed consolidated financial statements
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International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| USD ’000 | USD ’000 | |||||||
| Net income | ||||||||
| Other comprehensive income, net of taxes: | ||||||||
| Change in unrealized gains or losses in investments | ( | ) | ||||||
| Foreign currency translation adjustment | ||||||||
| Other comprehensive (loss) income | ( | ) | ||||||
| Total comprehensive income | ||||||||
See accompanying notes to the condensed consolidated financial statements
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International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
| Common shares at par value | Additional paid-in capital | Treasury shares | Accumulated other comprehensive income (loss) | Retained earnings | Total Shareholders’ Equity | |||||||||||||||||||
| USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||||||||
| As at December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
| Net Income | ||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||||||
| Issuance of common shares under share-based compensation plan | ||||||||||||||||||||||||
| Purchase of treasury shares | ( | ) | ( | ) | ||||||||||||||||||||
| Cancellation of treasury shares | ( | ) | ( | ) | ||||||||||||||||||||
| Dividends paid (USD | ( | ) | ( | ) | ||||||||||||||||||||
| As at June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| As at December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Net Income | ||||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||||||
| Total comprehensive income | ( | ) | ||||||||||||||||||||||
| Issuance of common shares under share-based compensation plan | ||||||||||||||||||||||||
| Purchase of treasury shares | ( | ) | ( | ) | ||||||||||||||||||||
| Cancellation of treasury shares | ( | ) | ( | ) | ||||||||||||||||||||
| Vesting of Earnout Shares | ||||||||||||||||||||||||
| Dividends paid (USD | ( | ) | ( | ) | ||||||||||||||||||||
| As at June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements
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International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| USD ’000 | USD ’000 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net cash provided by operating activities | ||||||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of equity securities and other investments | ( | ) | ( | ) | ||||
| Purchase of fixed maturity securities available-for-sale | ( | ) | ( | ) | ||||
| Proceeds from maturity of fixed maturity securities held to maturity | ||||||||
| Proceeds from sale/maturity of fixed maturity securities available-for-sale | ||||||||
| Proceeds from sale of equity securities and other investments | ||||||||
| Purchases of property, premises and equipment and intangible assets | ( | ) | ( | ) | ||||
| Purchases of property and equipment and intangible assets | ||||||||
| Change in term deposits | ( | ) | ||||||
| Change in short-term investments | ( | ) | ||||||
| Acquisition of a subsidiary | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Repurchase of common shares under share repurchase program | ( | ) | ( | ) | ||||
| Lease liabilities payments | ( | ) | ||||||
| Net cash flows used in financing activities | ( | ) | ( | ) | ||||
| NET CHANGE IN CASH, AND CASH EQUIVALENTS AND RESTRICTED CASH | ( | ) | ||||||
| Net foreign exchange differences | ||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE PERIOD | ||||||||
| Supplemental Cash Flow Information: | ||||||||
| Income tax paid | ( | ) | ( | ) | ||||
See accompanying notes to the condensed consolidated financial statements
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. DESCRIPTION OF BUSINESS
International General Insurance Holdings Ltd.
(“the Company”) is an exempted company registered and incorporated in Bermuda under the Companies Act of 1981 on
The principal activities of the Company are to primarily provide insurance and reinsurance on a worldwide basis through its principal wholly owned subsidiaries and branches, including International General Insurance Co. Ltd, International General Insurance Company (UK) Ltd, International General Insurance Company (Europe) SE, International General Insurance Company (Dubai) Ltd, IGI Nordic AS and International General Insurance Co. Ltd – Labuan Branch. The Company and its subsidiaries operate in Bermuda, the United Kingdom, Jordan, Morocco, Malaysia, Malta, Norway, the United Arab Emirates and the Cayman Islands. International General Insurance Holdings Ltd. and its subsidiaries and branches are collectively referred to hereinafter as the Company or the Group.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions, balances, and unrealized gains and losses on transactions between Group companies are eliminated in full.
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain adjustments necessary for a fair statement, in all material respects, of our interim condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, and our interim condensed consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cashflows for the six-month periods ended June 30, 2024 and 2023. The results of operations for the six-month period ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year.
The interim condensed consolidated financial statements have been presented in United States Dollars “USD” which is also the Group’s functional currency.
The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if any, at the date of the interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
To the extent actual results differs from the assumptions used, the Group’s consolidated financial condition, results of operations and cash flows could be materially affected.
There have been no material changes in the significant accounting policies during the six months ended June 30, 2024.
Recent accounting pronouncements
Recently Issued Accounting Standards
There are no new recently issued U.S. GAAP accounting standards adopted, or to be adopted, by the Group, that have, or are expected to have, a material impact on the Group’s interim condensed consolidated financial statements.
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
3. RESTRICTED CASH
| June 30, 2024 | December 31, 2023 | |||||||
| USD ’000 | USD ’000 | |||||||
| Cash and cash equivalents | ||||||||
| Restricted cash (included in other assets) | ||||||||
| Total cash, cash equivalents and restricted cash | ||||||||
4. RESERVES FOR UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
| June 30, 2024 | December 31, 2023 | |||||||
| USD ’000 | USD ’000 | |||||||
| Reserve for unpaid loss and loss adjustment expenses | ||||||||
| Reinsurance recoverable on unpaid loss and loss adjustment expenses, net of allowance for expected credit losses | ( | ) | ( | ) | ||||
| Net reserve for unpaid loss and loss adjustment expenses at beginning of period / year | ||||||||
| Loss and loss adjustment expenses incurred, net of reinsurance: | ||||||||
| Current accident year | ||||||||
| Previous accident years | ( | ) | ( | ) | ||||
| Total loss and loss adjustment expenses incurred, net of reinsurance | ||||||||
| Loss and loss adjustment expenses paid, net of reinsurance: | ||||||||
| Current accident year | ( | ) | ( | ) | ||||
| Prior accident years | ( | ) | ( | ) | ||||
| Total loss and loss adjustment expenses paid, net of reinsurance | ( | ) | ( | ) | ||||
| Change in allowance for expected credit losses on reinsurance recoverables on unpaid loss and loss adjustment expenses | ||||||||
| Net reserve for unpaid loss and loss adjustment expenses at end of period / year | ||||||||
| Reinsurance recoverable on unpaid loss and loss adjustment expenses, net of allowance for expected credit losses | ||||||||
| Reserve for unpaid loss and loss adjustment expenses at end of period / year | ||||||||
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
4. RESERVES FOR UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES (Continued)
Development on Prior Loss Reserves:
During the six months ended June 30, 2024, net
ultimate losses increased by USD
During the six months ended June 30, 2023, net
ultimate losses increased by USD
5. DERVIATIVE FINANCIAL LIABILITIES
Warrants
The Group issued
The Public Warrants and Private Warrants broadly had similar terms.
On July 28, 2023, the Company announced that it
had commenced an offer to purchase all of its outstanding Warrants. As per the terms of the tender offer, the Company offered to purchase
the Warrants (at a price of USD
As of the expiration date,
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
5. DERVIATIVE FINANCIAL LIABILITY (Continued)
Earnout shares classified as liability
Earnout Shares issued to former stockholders of Tiberius and former shareholders of IGI are accounted for as liability classified instruments because the earnout triggering events that determine the number of Earnout Shares to be earned include multiple settlements alternatives and events that are not solely indexed to the common stock of the Company.
The fair value of this liability is determined using a Monte Carlo simulation model. This approach takes into account the share price as at the Valuation Date, the threshold price for vesting, expected volatility (estimated using historical share price movements of comparable companies), expected dividend yield, the risk-free rate, and the earn out period up to March 17, 2028.
The Earnout Shares are subject to vesting at stock
prices ranging from USD
On December 13, 2023, January 23, 2024 and June
10, 2024 the first, second and third vesting threshold of the Earnout Shares was achieved. Accordingly,
| June 30, 2024 | December 31, 2023 | |||||||
| Stock price (USD) | ||||||||
| Expected volatility (%) | % | % | ||||||
| Risk free rate (%) | % | % | ||||||
| Expected term (in years) | ||||||||
| Expected dividends (%) | % | % | ||||||
| June 30, 2024 | December 31, 2023 | |||||||
| USD ’000 | USD ’000 | |||||||
| Fair value of Earnout Shares at the beginning of the period / year | ||||||||
| Change in fair value | ||||||||
| Transfer of the vested Earnout Shares to equity | ( | ) | ( | ) | ||||
| Fair value of Earnout Shares at the end of period / year | ||||||||
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
6. FAIR VALUE
The Group uses the fair value hierarchy discussed in note 2 of the consolidated financial statements for the year ended December 31, 2023 for determining and disclosing the fair value of financial instruments by valuation techniques.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement of the asset or liability. The Group’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and the Group considers factors specific to the asset or liability.
In order to determine if a market is active or inactive for a security, the Group considers a number of factors, including, but not limited to, the spread between what a seller is asking for a security and what a buyer is bidding for the same security, the volume of trading activity for the security in question, the price of the security compared to its par value (for fixed maturity investments), and other factors that may be indicative of market activity.
| June 30, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Estimated Fair Value | |||||||||||||
| USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||
| Assets measured at fair value: | ||||||||||||||||
| Fixed maturity available-for sale-securities: | ||||||||||||||||
| Foreign governments | ||||||||||||||||
| Corporate bonds | ||||||||||||||||
| Total | ||||||||||||||||
| Equity securities | ||||||||||||||||
| Other Investments | ||||||||||||||||
| Fair value option: | ||||||||||||||||
| Equity-method investments measured at fair value | ||||||||||||||||
| Liabilities measured at fair value: | ||||||||||||||||
| Derivative financial liabilities (Earnout Shares) | ||||||||||||||||
During 2024, corporate and foreign governments
bonds available-for-sale amounting to USD
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
6. FAIR VALUE (Continued)
| December 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||
| USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||
| Assets measured at fair value: | ||||||||||||||||
| Fixed maturity available-for-sale securities: | ||||||||||||||||
| Foreign governments | ||||||||||||||||
| Corporate bonds | ||||||||||||||||
| Total | ||||||||||||||||
| Equity securities | ||||||||||||||||
| Other Investments | ||||||||||||||||
| Fair value option: | ||||||||||||||||
| Equity-method investments measured at fair value | ||||||||||||||||
Liabilities measured at fair value: | ||||||||||||||||
| Derivative financial liabilities (Earnout Shares) | ||||||||||||||||
| Equity Securities | Equity- method investees | Derivative financial liabilities (Earnout Shares) | ||||||||||
| USD ’000 | USD ’000 | USD ’000 | ||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||
| Balance at beginning of period | ( | ) | ||||||||||
| Change in fair value included in earnings | ( | ) | ( | ) | ||||||||
| Vesting of Earnout Shares | ||||||||||||
| Balance at end of period | ( | ) | ||||||||||
| Year Ended December 31, 2023 | ||||||||||||
| Balance at beginning of year | ( | ) | ||||||||||
| Change in fair value included in earnings | ( | ) | ( | ) | ( | ) | ||||||
| Vesting of Earnout Shares | ||||||||||||
| Transfer in and/or out of Level 3 | ( | ) | ||||||||||
| Balance at end of year | ( | ) | ||||||||||
There are no active markets for the equity-method investments measured at fair value.
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
6. FAIR VALUE (Continued)
Financial Instruments Disclosed, But Not Carried, At Fair Value:
The Company uses various financial instruments in the normal course of its business. The carrying values of cash and cash equivalents, term deposits, short-term investments, accrued investment income, certain other assets and certain other liabilities not included herein approximated their fair values at June 30, 2024, due to their respective short maturities.
7. TREASURY SHARES
On May 23, 2022, the Board of Directors approved
a repurchase authorization of up to
| June 30, 2024 | ||||||||
| Number of shares | USD ’000 | |||||||
| Balance at December 31, 2023 | ||||||||
| Repurchases | ||||||||
| Cancellation | ( | ) | ( | ) | ||||
| Balance at June 30, 2024 | ||||||||
8. earnings per share
Basic earnings per share represents the net income attributable to the ordinary shareholders divided by the weighted average number of common shares outstanding during the periods.
Diluted earnings per share represents the net income attributable to the ordinary shareholders divided by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The company has
Unvested restricted shares awards have been included in the diluted weighted-average common shares outstanding using the treasury stock method.
The outstanding warrants have not been factored in diluted earnings per share computation for the six months ended June 30, 2023, as the average market price of ordinary shares at the end of the period does not exceed the exercise price of the warrants. In 2023, the Company repurchased all the outstanding warrants.
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International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
8. earnings per share (Continued)
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Net Income (USD ’000) | ||||||||
| Less: net income attributable to the Earnout Shares (USD ’000) | ( | ) | ( | ) | ||||
| Less: dividends attributable to the common shares under share-based compensation plan (USD ’000) | ( | ) | ( | ) | ||||
| Net income available to common shareholders (USD ’000) | ||||||||
| Weighted average number of shares – basic | ||||||||
| Common shares under share-based compensation plan | ||||||||
| Weighted average number of shares – diluted | ||||||||
| Basic earnings per share (USD) | ||||||||
| Diluted earnings per share (USD) | ||||||||
9. subsequent events
There have been no material events between June 30, 2024 and the date of this report which are required to be disclosed.
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