SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2021
Commission File Number: 001-39255
International General Insurance Holdings Ltd.
(Translation of Registrant’s name into English)
74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. ☐
EXHIBIT
Exhibit
Number |
Exhibit Description | |
99.1 | Interim Condensed Consolidated Financial Statements as of and for the six months ended June 31, 2021 (unaudited). | |
99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
101.INS | Inline XBRL Instance Document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. | |||
Date: October 19, 2021 | By: | /s/ Pervez Rizvi | |
Name: | Pervez Rizvi | ||
Title: | Chief Financial Officer |
2
Exhibit 99.1
INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (UNAUDITED)
International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021 and 31 December 2020
The attached notes from 1 to 21 form part of these interim condensed consolidated financial statements
2
International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the periods ended 30 June 2021 and 2020 (Unaudited)
Notes |
For the six months ended
30 June |
|||||||||||
2021 | 2020 | |||||||||||
USD ’000 | USD ’000 | |||||||||||
(Restated)* | ||||||||||||
Gross written premiums | 266,772 | 236,501 | ||||||||||
Reinsurers’ share of insurance premiums | (80,078 | ) | (65,879 | ) | ||||||||
Net written premiums | 186,694 | 170,622 | ||||||||||
Change in unearned premiums | (35,243 | ) | (52,304 | ) | ||||||||
Reinsurers’ share of change in unearned premiums | 16,366 | 17,932 | ||||||||||
Net change in unearned premiums | (18,877 | ) | (34,372 | ) | ||||||||
Net premiums earned | 167,817 | 136,250 | ||||||||||
Claims and claim adjustment expenses | 6 | (102,763 | ) | (94,611 | ) | |||||||
Reinsurers’ share of claims | 6 | 12,897 | 30,324 | |||||||||
Net claims and claim adjustment expenses | (89,866 | ) | (64,287 | ) | ||||||||
Commissions earned | 9,643 | 8,217 | ||||||||||
Policy acquisition costs | (39,032 | ) | (34,087 | ) | ||||||||
Net policy acquisition expenses | (29,389 | ) | (25,870 | ) | ||||||||
Net underwriting results | 48,562 | 46,093 | ||||||||||
General and administrative expenses | (29,284 | ) | (22,423 | ) | ||||||||
Net investment income | 13 | 9,330 | 3,052 | |||||||||
Share of profit (loss) from associates | 258 | (439 | ) | |||||||||
Impairment loss on insurance receivables | (1,121 | ) | (2,178 | ) | ||||||||
Other revenues | 1,021 | 117 | ||||||||||
Other expenses | (1,438 | ) | (605 | ) | ||||||||
Listing related costs | 19 |
-
|
(3,366 | ) | ||||||||
Change in fair value of derivative financial liability | 2,9 | (3,795 | ) | 3,347 | ||||||||
Loss on foreign exchange | (3,175 | ) | (8,658 | ) | ||||||||
Profit before tax | 20,358 | 14,940 | ||||||||||
Income tax | (1,932 | ) | (433 | ) | ||||||||
Profit for the period | 18,426 | 14,507 | ||||||||||
Earnings per share | ||||||||||||
Basic and diluted earnings per share attributable to equity holders | 15 | 0.38 | 0.33 |
* | The consolidated financial statements for the six months ended 30 June 2020 have been restated as per note 2. |
The attached notes from 1 to 21 form part of these interim condensed consolidated financial statements
3
International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the periods ended 30 June 2021 and 2020 (Unaudited)
For the six months ended
30 June |
||||||||
2021 | 2020 | |||||||
USD ’000 | USD ’000 | |||||||
(Restated) | ||||||||
Profit for the period | 18,426 | 14,507 | ||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods | ||||||||
Net change in fair value reserve during the period for bonds at fair value through other comprehensive income | (4,461 | ) | 5,654 | |||||
Currency translation difference | 39 | (53 | ) | |||||
Changes in allowance for expected credit losses transferred to interim condensed consolidated statement of income | 32 | 65 | ||||||
Other comprehensive income which will not be reclassified to profit or loss in subsequent periods | ||||||||
Net change in fair value reserve during the period for equities at fair value through other comprehensive income | 2,694 | (3,561 | ) | |||||
Other comprehensive (loss) income for the period | (1,696 | ) | 2,105 | |||||
Total comprehensive income for the period | 16,730 | 16,612 |
The attached notes from 1 to 21 form part of these interim condensed consolidated financial statements
4
International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the periods ended 30 June 2021 and 2020 (Unaudited)
Notes |
For the six months ended
30 June |
|||||||||||
2021 | 2020 | |||||||||||
USD ’000 | USD ’000 | |||||||||||
Operating Activities | (Restated) | |||||||||||
Profit for the period before tax | 20,358 | 14,940 | ||||||||||
Adjustments for: | ||||||||||||
Impairment loss on insurance receivables | 1,121 | 2,178 | ||||||||||
Loss on sale of premises and equipment | 60 |
-
|
||||||||||
Depreciation | 8 | (a) | 1,199 | 910 | ||||||||
Amortization | 8 | (b) | 672 | 213 | ||||||||
Net share of (profit) loss from associates | 5 | (258 | ) | 439 | ||||||||
Lease interest expense | 8 | (a) | 91 | 49 | ||||||||
Realized loss on sale of bonds at FVTOCI | 13 | 321 | 113 | |||||||||
Realized gain on sale of equities and mutual funds at FVTPL | 13 | (484 | ) | (1,639 | ) | |||||||
Realized loss on sale of investment properties | 13 | 1 | 41 | |||||||||
Unrealized loss on investment properties | 13 | 815 | 724 | |||||||||
Expected credit loss on financial assets at FVOCI | 13 | 32 | 65 | |||||||||
Expected credit loss on financial assets at amortized cost | 13 |
-
|
1 | |||||||||
Unrealized (gain) loss on revaluation of financial assets at FVTPL | 13 | (2,128 | ) | 2,854 | ||||||||
Share-based payment expense – restricted shares awards | 11 | 779 |
-
|
|||||||||
Change in fair value of derivative financial liability | 3,795 | (3,347 | ) | |||||||||
Loss on foreign exchange | 3,175 | 8,658 | ||||||||||
Cash from operations before working capital changes | 29,549 | 26,199 | ||||||||||
Term deposits | (13,604 | ) | (25,281 | ) | ||||||||
Insurance receivables | (24,954 | ) | (65,485 | ) | ||||||||
Purchase of investments | (86,820 | ) | (129,507 | ) | ||||||||
Proceeds from sale and maturity of investments | 68,815 | 52,624 | ||||||||||
Reinsurance share of outstanding claims | 922 | 636 | ||||||||||
Reinsurance share of unearned premiums | (16,366 | ) | (17,932 | ) | ||||||||
Deferred excess of loss premiums | 11,744 | 10,847 | ||||||||||
Deferred policy acquisition costs | (5,911 | ) | (9,347 | ) | ||||||||
Other assets | (1,634 | ) | (929 | ) | ||||||||
Additions to investment properties | (23 | ) | (44 | ) | ||||||||
Proceeds from sale of investment properties | 431 | 1,237 | ||||||||||
Gross outstanding claims | 52,846 | 28,388 | ||||||||||
Gross unearned premiums | 35,243 | 52,304 | ||||||||||
Insurance payables | 10,124 | 22,165 | ||||||||||
Other liabilities | (804 | ) | (2,608 | ) | ||||||||
Unearned commissions | 872 | 4,281 | ||||||||||
Income tax paid | (1,478 | ) | (677 | ) | ||||||||
Net cash from (used in) operating activities | 58,952 | (53,129 | ) | |||||||||
Investing Activities | ||||||||||||
Acquisition of a subsidiary, net of cash acquired | 20 | (146 | ) |
-
|
||||||||
Purchase of premises and equipment | 8 | (a) | (267 | ) | (115 | ) | ||||||
Purchase of intangible assets | 8 | (b) | (1,420 | ) | (6 | ) | ||||||
Net cash used in investing activities | (1,833 | ) | (121 | ) | ||||||||
Financing Activities | ||||||||||||
Cash injection in connection with Business Combination | 19 |
-
|
120,821 | |||||||||
Consideration paid to shareholders as deemed settlement for shares | 19 |
-
|
(80,000 | ) | ||||||||
Dividends paid | (8,288 | ) |
-
|
|||||||||
Lease liabilities payments | (339 | ) | (318 | ) | ||||||||
Net cash (used in) from financing activities | (8,627 | ) | 40,503 | |||||||||
Net change in cash and cash equivalents | 48,492 | (12,747 | ) | |||||||||
Net foreign exchange differences | (1,797 | ) | (6,035 | ) | ||||||||
Cash and cash equivalents at the beginning of the period | 3 | 133,439 | 192,460 | |||||||||
Cash and cash equivalents at the end of the period | 3 | 180,134 | 173,678 |
The attached notes from 1 to 21 form part of these interim condensed consolidated financial statements
5
International General Insurance Holdings Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the periods ended 30 June 2021 and 2020 (Unaudited)
Issued share capital | Common shares at par value | Additional paid in capital | Share premium | Warrants | Treasury shares | Foreign currency translation reserve | Fair value reserve | Retained earnings | Total | |||||||||||||||||||||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||||||||||||||||||||
As at 1 January 2020 | 143,376 |
-
|
2,773 |
-
|
-
|
(20,103 | ) | (333 | ) | 4,274 | 182,156 | 312,143 | ||||||||||||||||||||||||||||
Profit for the period |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11,160 | 11,160 | ||||||||||||||||||||||||||||||
Other comprehensive income |
-
|
-
|
-
|
-
|
-
|
-
|
(53 | ) | 2,158 |
-
|
2,105 | |||||||||||||||||||||||||||||
Total comprehensive income |
-
|
-
|
-
|
-
|
-
|
-
|
(53 | ) | 2,158 | 11,160 | 13,265 | |||||||||||||||||||||||||||||
Issuance of shares in connection with Business Combination (note 19) - at par value of USD 0.01 |
-
|
484 |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
484 | ||||||||||||||||||||||||||||||
Issuance of Warrants in connection with Business Combination (note 19) |
-
|
-
|
-
|
-
|
12,213 |
-
|
-
|
-
|
-
|
12,213 | ||||||||||||||||||||||||||||||
Consideration paid to shareholders as deemed settlement for shares (note 19) |
-
|
-
|
-
|
(80,000 | ) |
-
|
-
|
-
|
-
|
-
|
(80,000 | ) | ||||||||||||||||||||||||||||
Business Combination elimination adjustments (note 19) | (143,376 | ) |
-
|
(2,773 | ) | 234,225 |
-
|
20,103 |
-
|
-
|
(10 | ) | 108,169 | |||||||||||||||||||||||||||
As at 30 June 2020 |
-
|
484 |
-
|
154,225 | 12,213 |
-
|
(386 | ) | 6,432 | 193,306 | 366,274 | |||||||||||||||||||||||||||||
Impact of restatement (note 2) |
-
|
-
|
-
|
3,003 | (12,213 | ) |
-
|
-
|
-
|
3,347 | (5,863 | ) | ||||||||||||||||||||||||||||
As at 30 June 2020 (restated) |
-
|
484 |
-
|
157,228 |
-
|
-
|
(386 | ) | 6,432 | 196,653 | 360,411 | |||||||||||||||||||||||||||||
As at 1 January 2021 |
-
|
486 |
-
|
157,677 |
-
|
-
|
(349 | ) | 18,160 | 205,037 | 381,011 | |||||||||||||||||||||||||||||
Profit for the period |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
18,426 | 18,426 | ||||||||||||||||||||||||||||||
Other comprehensive income |
-
|
-
|
-
|
-
|
-
|
-
|
39 | (1,735 | ) |
-
|
(1,696 | ) | ||||||||||||||||||||||||||||
Total comprehensive income |
-
|
-
|
-
|
-
|
-
|
-
|
39 | (1,735 | ) | 18,426 | 16,730 | |||||||||||||||||||||||||||||
Issuance of restricted shares awards (note 11) |
-
|
3 |
-
|
776 |
-
|
-
|
-
|
-
|
-
|
779 | ||||||||||||||||||||||||||||||
Cash dividends (note 12) |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,288 | ) | (8,288 | ) | ||||||||||||||||||||||||||||
As at 30 June 2021 |
-
|
489 |
-
|
158,453 | - |
-
|
(310 | ) | 16,425 | 215,175 | 390,232 |
The attached notes from 1 to 21 form part of these interim condensed consolidated financial statements
6
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2020
1. CORPORATE INFORMATION
International General Insurance Holdings Ltd. (“the Company”) is an exempted limited liability company registered and incorporated in Bermuda under the Companies Act of 1981 on 28 October 2019. The principal activities of the Company are to invest in companies engaged in the business of insurance and reinsurance. The Company’s registered office is at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.
On 17 March 2020, the definitive business agreement between International General Insurance Holdings Limited - Dubai (“IGI”) and Tiberius Acquisition Corp. (NASDAQ: TIBR) (“Tiberius”), a publicly traded special purpose acquisition company, and certain related parties, was effective. As a result of the completion of the Business Combination, the Company became a new public company listed on the Nasdaq Capital Market under the symbol “IGIC” and owned by the former stockholders of Tiberius and the former shareholders of IGI and each of IGI and Tiberius became the Company’s subsidiaries.
The transaction is accounted for as a continuation of IGI. Under this method of accounting, while the Company is the legal acquirer of both IGI and Tiberius, IGI has been identified as the accounting acquirer of Tiberius for accounting purposes. This determination was primarily based on IGI comprising the ongoing operations of the combined company, IGI’s senior management comprising the senior management of the combined company, and the former owners and management of IGI having control of the Board of Directors of the Company following the consummation of the transaction by virtue of being able to appoint a majority of the directors of the combined company.
As Tiberius does not meet the definition of a business as defined in IFRS 3 - Business Combinations (“IFRS 3”), the purchase of the shares of the former owners of Tiberius is not within the scope of IFRS 3 and is accounted for as a share-based payment transaction in accordance with IFRS 2 - Share-based payments (“IFRS 2”). Hence, the transaction was accounted for as the continuance of IGI with recognition of the identifiable assets acquired and the liabilities assumed of Tiberius at fair value. Operations prior to the transaction are those of IGI from an accounting point of view (note 19).
The Company and its subsidiaries (together “the Group”) operate in Bermuda, United Kingdom, Jordan, Morocco, Malaysia, United Arab Emirates and the Cayman Islands.
The interim condensed consolidated financial statements were authorized for issue in accordance with a resolution of the Board of Directors on 18 October 2021.
2. BASIS OF PREPARATION
The interim condensed consolidated financial statements for the six months ended 30 June 2021 have been prepared in accordance with IAS 34 - Interim Financial Reporting.
The interim condensed consolidated financial statements have been presented in United States Dollars “USD” which is also the Group’s functional currency. All values are rounded to the nearest thousand (USD ’000), except when otherwise indicated.
The interim condensed consolidated financial statements do not include all information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as at 31 December 2020. In addition, results for the six months ended 30 June 2021 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2021.
The interim condensed consolidated financial statements are prepared on a going concern basis under the historical cost convention modified to include the measurement at fair value of financial assets and investment properties at fair value through profit or loss, and financial assets at fair value through other comprehensive income. financial assets measured at fair value through profit and loss include quoted funds, alternative investments and quoted equities. Financial assets at fair value through other comprehensive income include quoted and unquoted equities.
7
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
2. BASIS OF PREPARATION (continued)
On 30 January 2020, the World Health Organization declared the outbreak of coronavirus (“COVID-19”) to be a public health emergency of international concern. This coronavirus outbreak has severely restricted the level of economic activity around the world. In response to this coronavirus outbreak, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes.
Following measures announced by local governments in March 2020, the Company implemented aspects of the Group’s business continuity plan (BCP), specifically requiring staff at all levels and in all functions to work remotely wherever practicable, and to limit the need for gatherings of staff so far as possible. The Group’s IT facilities have ensured that all of the Group’s operations have been maintained allowing the Group to function as normal. The Company expects that these operational changes will continue to be required until all employees are allowed to return to their offices in accordance with local government advice.
The full extent to which the COVID-19 pandemic may impact the Group’s results, operations or liquidity is uncertain. Management continues to monitor the impact that the COVID-19 pandemic has on the Group, the insurance industry and the economies in which the Group operates.
The stress testing conducted periodically by management since the onset of the COVID-19 pandemic indicated that the impact of COVID-19 on the Group would be manageable and not give rise to a need for management actions to protect its regulatory capital position.
The analysis and monitoring to date confirmed that the Group’s underwriting portfolio is not materially exposed to the classes of business which are largely impacted by COVID-19. This assessment is supported by the fact that as of June 30, 2021, management’s best estimates of the specific reserves in respect of COVID-19 related claims are not considered to be significant.
The Group also writes professional indemnity coverage within the casualty line of business within our specialty long-tail segment which includes a portfolio of insurance brokers on which the Group has received notifications in respect of business interruption coverage. This portfolio is predominantly written on an excess layer basis with high attachment points and, although this portfolio accounts for the majority of the COVID-19 notifications received to date, the notifications to date are considered precautionary on the part of the broker. We are not exposed to those classes of insurance most directly impacted by COVID-19 (such as life, health, travel, contingent business interruption and event cancellation). In addition, although a number of business classes including property, engineering, and ports and terminals in our specialty short-tail segment provide business interruption coverage, this coverage requires underlying insured property damage or breakdown in order to trigger a loss. One small exception is limited exposure to hotels where business interruption cover has been provided on the basis of covering “murder, suicide, loss of attraction, human infectious & contagious diseases.” The Group is less likely to have exposure in this area because these coverages are heavily sub-limited and in most cases attach at a high excess.
With respect to claims administration, the Group has not evidenced a discernible impact on the reporting and settlement of claims, as the third-party loss adjusters and other appointed experts, in conjunction with the Group’s inhouse claims function, have demonstrated an ability to adapt effectively to the virtual world in servicing claims.
In addition, the combination of a modest allocation to equities and the high quality and diversified nature of the Group’s bonds and term deposits has resulted in a minor negative mark to market adjustment in its investment portfolio. However, a material fair value revaluation loss close to 5% and 9% from the previous year end was recorded against investment properties owned directly in Jordan and through associates in Lebanon, respectively, which is in line with the overall correction seen in the regional commercial real estate valuations post pandemic.
8
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
2. BASIS OF PREPARATION (continued)
Basis of consolidation
The interim condensed consolidated financial statements comprise the financial statements of International General Insurance Holdings Ltd. and its subsidiaries as at 30 June 2021. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
● | Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) |
● | Exposure, or rights, to variable returns from its involvement with the investee, and |
● | The ability to use its power over the investee to affect its returns |
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
● | The contractual arrangement with the other vote holders of the investee |
● | Rights arising from other contractual arrangements |
● | The Group’s voting rights and potential voting rights |
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
● | Derecognizes the assets (including goodwill) and liabilities of the subsidiary; |
● | Derecognizes the carrying amount of any non-controlling interest; |
● | Derecognizes the cumulative translation differences, recorded in equity, if any; |
● | Recognizes the fair value of the consideration received; |
● | Recognizes the fair value of any investment retained; |
● | Recognizes any surplus or deficit in profit or loss; and |
● | Reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate. |
9
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
2. BASIS OF PREPARATION (continued)
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.
The Group has the following subsidiaries and branches:
* | International General Insurance Company (Europe) SE was acquired by the Group on 25 June 2021 (note 20). |
10
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
2. BASIS OF PREPARATION (continued)
Restatement of Prior Period Comparative Figures
On 12 April 2021, the SEC released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). The SEC Staff Statement highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of Special Purpose Acquisition Companies (“SPACs”).
After considering the SEC Staff Statement and taking account of the circumstances of the transaction with Tiberius, the Group reevaluated its accounting treatment of the Public Warrants and Private Warrants (the “Warrants”) issued in connection with the initial public offering of Tiberius Acquisition Corp. (“Tiberius”) which were originally recorded as an equity instrument in the Group’s consolidated financial statements as a result of the Business Combination that occurred on 17 March 2020 (note 19). Accordingly, management has now accounted for the Warrants under IAS 32 ‘Financial Instruments’ rather than IFRS 2 ’Share-based Payment’ and concluded that the warrants agreement governing the Group’s Warrants includes contingent settlement provisions that provide potential changes and variability to the settlement amounts of the Warrants, dependent on the characteristics of the Warrants holder and the occurrence of some uncertain future events that are not within the control of the Group. In accordance with IAS 32, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with subsequent changes in fair value recorded in the interim condensed consolidated statement of income at the end of each reporting period. Based on this re-evaluation, management concluded that the Warrants represent a derivative liability that were deemed to have been issued upon consummation of the Business Combination.
Due to this misstatement, management decided to restate the Group’s comparative figures for the six months ended 30 June 2020. As a result, the Warrants are now classified as a liability at fair value on the Group’s interim condensed consolidated statement of financial position as at 30 June 2020 and the change in the fair value of such liability in each period is recognised as a gain or loss in the Group’s interim condensed consolidated statements of income for the six months ended 30 June 2020. The correction of this misstatement resulted in a decrease in equity as at 30 June 2020 by USD 5,863 thousand and increase in liabilities with the same amount.
For the six months ended 30 June 2020, a fair value gain of USD 3,347 thousand was also recognised in the interim condensed consolidated statement of income in the restated interim condensed consolidated financial statements with a consequent increase in the amount of the retained earnings in equity. Basic and diluted earnings per share for the prior period were also restated and the amount of the correction made was an increase of USD 0.07 per share to both basic and diluted earnings per share.
There was no impact on cash from operating, financing or investing activities in the interim condensed consolidated statement of cash flows for the six months ended 30 June 2020.
The following table reflects the impact of the restatement adjustments to the specific line items presented in the Group’s previously reported interim condensed consolidated financial statements for the six months ended 30 June 2020. The amounts as previously reported were derived from the Group’s original interim condensed consolidated financial statements.
11
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
30 June 2020 | ||||||||||||
As previously reported | Restatement adjustments | As restated | ||||||||||
USD ’000 | USD ’000 | USD ’000 | ||||||||||
Interim condensed consolidated statements of financial position | ||||||||||||
Equity: | ||||||||||||
Warrants | 12,213 | (12,213 | ) |
-
|
||||||||
Share premium | 154,225 | 3,003 | 157,228 | |||||||||
Retained earnings | 193,306 | 3,347 | 196,653 | |||||||||
Total equity | 366,274 | (5,863 | ) | 360,411 | ||||||||
Liabilities: | ||||||||||||
Derivative financial liability |
-
|
5,863 | 5,863 | |||||||||
Total liabilities | 800,902 | 5,863 | 806,765 | |||||||||
Interim condensed consolidated statement of income | ||||||||||||
Change in fair value of derivative financial liability |
-
|
3,347 | 3,347 | |||||||||
Profit before tax | 11,593 | 3,347 | 14,940 | |||||||||
Profit for the period | 11,160 | 3,347 | 14,507 | |||||||||
Basic and dilutive earnings per share (USD) | 0.26 | 0.07 | 0.33 | |||||||||
Interim condensed consolidated statement of comprehensive income | ||||||||||||
Total comprehensive income for the period | 13,265 | 3,347 | 16,612 |
Changes in accounting policies
The accounting policies used in the preparation of the interim condensed consolidated financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended 31 December 2020.
There are no new standards or amendments effective in 2021 that have a material impact on the Group’s interim condensed consolidated financial statements.
(a) CASH AND CASH EQUIVALENTS
30 June 2021 |
31 December 2020 | |||||||
USD ’000 | USD ’000 | |||||||
Cash and bank balances* | 169,033 | 120,303 | ||||||
Deposits with original maturities of three months or less | 11,101 | 13,136 | ||||||
180,134 | 133,439 |
* | This item includes cash in the amount of USD 5,400 thousand placed in a trust account in favor of the National Association of Insurance Commissioners (NAIC) to secure policyholders’ obligations in relation to US surplus and excess lines business licensed effective 1 April 2020 (31 December 2020: USD 5,400 thousand). In addition, this item includes a deposit in the amount of USD 5,000 thousand (31 December 2020: USD 5,000 thousand) placed in favor of the Group as collateral against reinsurance arrangements. The interest earned on this deposit is not recognised as investment income and is transferred to the reinsurance company on a semi-annual basis. |
(b) TERM DEPOSITS
30 June 2021 |
31 December 2020 | |||||||
USD ’000 | USD ’000 | |||||||
Deposits with original maturities over three months and less than one year | 152,114 | 138,510 | ||||||
Deposits with original maturities over one year | 33,702 | 33,702 | ||||||
185,816 | 172,212 |
The deposits are denominated in US Dollars and other US Dollars pegged currencies. All deposits earned interest in the range between 0.03%-4.5% (31 December 2020: 0.2%-4.5%) and are held for varying periods between one month to less than 5 years (31 December 2020: between one month to less than 5 years) depending on the immediate cash requirements of the Group.
12
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
4. INVESTMENTS
30 June 2021 | ||||||||||||||||
Amortized Cost | Fair value through other comprehensive income | Fair value through profit or loss | Total | |||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||
Unquoted bonds* | 2,972 |
-
|
-
|
2,972 | ||||||||||||
Quoted bonds |
-
|
404,026 |
-
|
404,026 | ||||||||||||
Quoted funds and alternative investments |
-
|
-
|
11,174 | 11,174 | ||||||||||||
Quoted equities** |
-
|
17,600 | 14,339 | 31,939 | ||||||||||||
Unquoted equities*** |
-
|
6,783 |
-
|
6,783 | ||||||||||||
Expected credit losses and impairment | (397 | ) |
-
|
-
|
(397 | ) | ||||||||||
2,575 | 428,409 | 25,513 | 456,497 |
31 December 2020 | ||||||||||||||||
Amortized Cost | Fair value through other comprehensive income | Fair value through profit or loss | Total | |||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||
Unquoted bonds* | 3,103 |
-
|
-
|
3,103 | ||||||||||||
Quoted bonds |
-
|
390,918 |
-
|
390,918 | ||||||||||||
Quoted funds and alternative investments |
-
|
-
|
9,791 | 9,791 | ||||||||||||
Quoted equities** |
-
|
14,935 | 12,989 | 27,924 | ||||||||||||
Unquoted equities*** |
-
|
6,748 |
-
|
6,748 | ||||||||||||
Expected credit losses and impairment | (397 | ) |
-
|
-
|
(397 | ) | ||||||||||
2,706 | 412,601 | 22,780 | 438,087 |
The movement on the expected credit losses and impairment provision for the bonds at amortized cost is as follows:
30 June 2021 |
31 December
2020 |
|||||||
USD ’000 | USD ’000 | |||||||
Opening balance | 397 | 268 | ||||||
Addition of provision for investment in debt securities |
-
|
129 | ||||||
Ending balance | 397 | 397 |
The addition of allowance for bonds at FVTOCI for the period ended 30 June 2021 of USD 32 thousand (note 13) does not change the carrying amount of these investments (which are measured at fair value but gives rise to an equal and opposite gain in OCI).
* | The Group has an investment in an unquoted bond denominated in JOD (USD pegged currency) issued by ’Specialized Investment Compound Co.,’ a local company based in Jordan, which had an original maturity date of 22 February 2016. However, this company is currently under liquidation, due to which 85% of the original bond holdings with a nominal value amounting to USD 1,236 thousand were not paid on that maturity date. |
13
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
4. INVESTMENTS (continued)
These bonds are backed up by collateral in the form of real estate properties. However, the Group management has provided USD 397 thousand to cover any potential impairment in the value of the collateral held against said investment by discounting the expected future cash flows generated from the underlying bond collaterals which mainly represent rental income.
** | In 2020, the Group has sold part of its holdings in a quoted equity at fair value through OCI to take advantage of the increase in the market value of the investee. The quoted equities were purchased in 2011 and held as a long-term investment. Upon disposal, the fair value of the sold shares was USD 3,859 thousand and the cumulative fair value change of USD 2,341 thousand remained in the fair value reserve. |
*** | The Group has two unquoted equity investments under level 3 designated at fair value through OCI valued at USD 6,427 thousand (31 December 2020: USD 6,314 thousand) and USD 356 thousand (31 December 2020: USD 434 thousand). |
As at 30 June 2021 and 31 December 2020, the Group has measured the fair value of the unquoted investment valued at USD 6,427 thousand (31 December 2020: USD 6,314 thousand) by adopting a market valuation approach namely ‘multiples-based valuation’ whereby earnings-based multiples of comparable companies were considered for the valuation.
As at 30 June 2021, the Group has measured the fair value of the unquoted investment valued at USD 434 thousand (31 December 2020: USD 434 thousand), by adopting a market valuation approach namely ‘multiples-based valuation’ whereby earnings-based multiples of comparable companies were considered for the valuation. For the year ended 31 December 2020, the Group has measured the fair value of the unquoted investment by considering an official sale offer received subsequent to year-end, which did not materialize in 2021.
There are no active markets for these investments.
The table below shows the sensitivity of the fair value of Level 3 financial assets as at 30 June 2021 and 30 June 2020:
% | Positive impact | Negative impact | Valuation variables | |||||||||||
USD ’000 | USD ’000 | |||||||||||||
30 June 2021 | +/-10 | 676 | (676 | ) | Market multiples applied to a range of financial performance measures**** | |||||||||
30 June 2020 | +/-10 | 572 | (572 | ) | Market multiples applied to a range of financial performance measures**** |
**** | As at 30 June 2021, the fair value measurement of the unquoted equity investment valued at USD 6,427 thousand (30 June 2020: USD 6,504 thousand) was based on a combination of valuation multiples, with greater weight given to price to book value multiple. This has implied an equity value range of USD 5,778 thousand to USD 7,076 thousand (30 June 2020: USD 6,011 thousand to USD 6,997 thousand). |
14
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
5. INVESTMENTS IN ASSOCIATES
The Group holds 32.7% equity ownership interest in companies registered in Lebanon as shown below, the investments in associated companies are accounted for using the equity method:
Country of incorporation | Ownership | |||||||||
30 June 2021 |
31 December
2020 |
|||||||||
Star Rock SAL Lebanon | Lebanon | 32.7 | % | 32.7 | % | |||||
Sina SAL Lebanon | Lebanon | 32.7 | % | 32.7 | % | |||||
Silver Rock SAL Lebanon | Lebanon | 32.7 | % | 32.7 | % | |||||
Golden Rock SAL Lebanon | Lebanon | 32.7 | % | 32.7 | % |
Movement on investments in associates is as follows:
30 June 2021 |
31 December
2020 |
|||||||
USD ’000 | USD ’000 | |||||||
Opening balance | 11,583 | 13,062 | ||||||
Share of associated companies’ financial results | 35 | (79 | ) | |||||
Investment properties’ fair value adjustment | (1,091 | ) | (1,902 | ) | ||||
Foreign exchange gain arising from revaluation of associated companies | 1,314 |
-
|
||||||
Reversal of provision for contingent liabilities |
-
|
502 | ||||||
Share of profit (loss) from associates | 258 | (1,479 | ) | |||||
11,841 | 11,583 |
The associates’ main business is investing in investment properties located in Beirut, Lebanon. The investment properties of the associates are stated at fair value to bring the associated companies’ accounting policies in line with that of the Group’s. The fair values of the investment properties have been determined by management and in doing so, management has considered valuation performed by third party specialist. The valuation model used was in accordance with that recommended by the International Valuation Standards Committee. The investment properties are valued using the sales comparison approach. Under the sales comparison approach, a property’s fair value is estimated based on comparable transactions. The sales comparison approach is based upon the principle of substitution under which a potential buyer will not pay more for the property than it will cost to buy a comparable substitute property. The unit of comparison applied by the Group is the price per square meter (sqm) which represents the significant unobservable input used in the valuation process.
All the investment properties generated rental income during the current period and the prior years.
The sensitivity of the Group’s interim condensed consolidated statement of income for the six months periods ended 30 June 2021 and 2020 to the change in the price used for the valuation of the investment properties owned by the associates was as follows:
% | Impact on interim condensed consolidated statement of income for the increase in price per square meter | Impact on interim condensed consolidated statement of income for the decrease in price per square meter | ||||||||
USD ’000 | USD ’000 | |||||||||
30 June 2021 | +/- 20 | 3,796 | (3,796 | ) | ||||||
30 June 2020 | +/- 20 | 2,757 | (2,757 | ) |
15
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
6. OUTSTANDING CLAIMS
Movement in outstanding claims
30 June 2021 | 31 December 2020 | |||||||||||||||||||||||
Gross | Reinsurers’ share | Net | Gross | Reinsurers’ share | Net | |||||||||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||||||||
At the beginning of the period / year | ||||||||||||||||||||||||
Reported claims | 312,334 | (160,373 | ) | 151,961 | 292,722 | (163,191 | ) | 129,531 | ||||||||||||||||
Claims incurred but not reported | 179,921 | (27,112 | ) | 152,809 | 120,331 | (13,021 | ) | 107,310 | ||||||||||||||||
492,255 | (187,485 | ) | 304,770 | 413,053 | (176,212 | ) | 236,841 | |||||||||||||||||
Claims paid | (49,917 | ) | 13,819 | (36,098 | ) | (134,761 | ) | 51,018 | (83,743 | ) | ||||||||||||||
Provided during the period / year related to current accident year | 124,862 | (33,273 | ) | 91,589 | 225,950 | (68,135 | ) | 157,815 | ||||||||||||||||
Provided during the period / year related to previous accident years | (22,099 | ) | 20,376 | (1,723 | ) | (11,987 | ) | 5,844 | (6,143 | ) | ||||||||||||||
At the end of the period / year | 545,101 | (186,563 | ) | 358,538 | 492,255 | (187,485 | ) | 304,770 | ||||||||||||||||
At the end of the period / year | ||||||||||||||||||||||||
Reported claims | 325,578 | (143,973 | ) | 181,605 | 312,334 | (160,373 | ) | 151,961 | ||||||||||||||||
Claims incurred but not reported | 219,523 | (42,590 | ) | 176,933 | 179,921 | (27,112 | ) | 152,809 | ||||||||||||||||
545,101 | (186,563 | ) | 358,538 | 492,255 | (187,485 | ) | 304,770 |
7. INVESTMENT PROPERTIES
The following table includes summarized information of the Group’s investment properties:
30 June 2021 | ||||||||||||
Commercial building | Lands* | Total | ||||||||||
USD ’000 | USD ’000 | USD ’000 | ||||||||||
Opening balance | 18,168 | 1,844 | 20,012 | |||||||||
Additions | 23 |
-
|
23 | |||||||||
Sale of investment properties |
-
|
(432 | ) | (432 | ) | |||||||
Fair value adjustment | (815 | ) |
-
|
(815 | ) | |||||||
Ending balance | 17,376 | 1,412 | 18,788 |
31 December 2020 | ||||||||||||
Commercial building | Lands* | Total | ||||||||||
USD ’000 | USD ’000 | USD ’000 | ||||||||||
Opening balance | 20,063 | 5,649 | 25,712 | |||||||||
Additions | 32 | 42 | 74 | |||||||||
Sale of investment properties |
-
|
(3,739 | ) | (3,739 | ) | |||||||
Fair value adjustment | (1,899 | ) | (108 | ) | (2,007 | ) | ||||||
Foreign currency adjustment | (28 | ) |
-
|
(28 | ) | |||||||
Ending balance | 18,168 | 1,844 | 20,012 |
* | Lands amounting to USD 1,412 thousand as at 30 June 2021 (31 December 2020: USD 1,844 thousand) are registered in the name of a former Director. The Group has obtained a proxy and has full control over these investment properties (note 14). |
16
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
7. INVESTMENT PROPERTIES (continued)
In 2021, the Group sold a number of plots with total carrying value of USD 432 thousand (30 June 2020: USD 1,277 thousand) and recognized a loss of USD 1 thousand (30 June 2020: loss of USD 41 thousand).
The fair values of investment properties have been determined by management and in doing so has considered a valuation performed by third parties who are specialists in valuing these types of investment properties. The valuation model used was in accordance with that recommended by the International Valuation Standards Committee. The investment properties are valued using the sales comparison approach. Under the sales comparison approach, a property’s fair value is estimated based on comparable transactions. The sales comparison approach is based upon the principle of substitution under which a potential buyer will not pay more for the property than it will cost to buy a comparable substitute property. The management believes that this valuation technique falls under level 3 of the fair value hierarchy since investment properties market is not very active.
The sensitivity of the Group’s interim condensed consolidated statement of income for the six months periods ended 30 June 2021 and 2020 to the change in the price used for the valuation of the investment properties was as follows:
% | Average price per square meter | Impact on interim condensed consolidated statement of income for the increase in price per square meter | Impact on interim condensed consolidated statement of income for the decrease in price per square meter | |||||||||||
USD | USD ’000 | USD ’000 | ||||||||||||
Commercial building | ||||||||||||||
30 June 2021 | +/- 10 | 971 | 1,735 | (1,735 | ) | |||||||||
30 June 2020 | +/- 10 | 1,094 | 1,957 | (1,957 | ) |
% | Average price per square meter | Impact on interim condensed consolidated statement of income for the increase in price per square meter | Impact on interim condensed consolidated statement of income for the decrease in price per square meter | |||||||||||
USD | USD ’000 | USD ’000 | ||||||||||||
Lands | ||||||||||||||
30 June 2021 | +/- 10 | 188 | 141 | (141 | ) | |||||||||
30 June 2020 | +/- 10 | 195 | 419 | (419 | ) |
8 (a). PROPERTY, PREMISES AND EQUIPMENT
The additions to the property and equipment during the six-months period ended 30 June 2021 were USD 267 thousand (30 June 2020: USD 115 thousand). The depreciation expense for the six-months period ended 30 June 2021 was USD 634 thousand (30 June 2020: USD 632 thousand).
Pursuant to the application of IFRS 16 -Lease, the Group has recognized a total amount of USD 3,101 thousand as a right-of-use assets for the leased offices (31 December 2020: USD 2,914 thousand). During the period ended 30 June 2021, interest expense amounted to USD 91 thousand (30 June 2020: USD 49 thousand) and depreciation expense of USD 565 thousand (30 June 2020: USD 278 thousand) was recognized for the leased assets.
17
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
8 (b). INTANGIBLE ASSETS
The additions to the intangible assets during the six-months period ended 30 June 2021 were USD 1,420 thousand (30 June 2020: USD 6 thousand). The amortization expense for the six-months period ended 30 June 2021 was USD 672 thousand (30 June 2020: USD 213 thousand).
9. DERIVATIVE FINANCIAL LIABILITY
In connection with the Business Combination (note 19), the Group issued 17,250,000 warrants, including (i) 12,750,000 warrants issued to former stockholders of Tiberius (the “Public Warrants”) and (ii) 4,500,000 warrants that were issued in exchange for 4,000,000 Tiberius warrants transferred to Wasef Jabsheh and 500,000 Tiberius warrants transferred to Argo Re Ltd., a Bermuda exempted company (the “Private Warrants”).
No Public or Private Warrants have been exercised or redeemed since originally issued and until the date of these interim condensed consolidated financial statements.
Upon initial recognition, the fair value of the Warrants has been determined using a combination of a market approach and valuation technique performed by an independent third-party valuation specialist (for further details refer to note 19). Based on that, the estimated fair value of the Warrants was USD 9,210 thousand.
As at 30 June 2021 and 31 December 2020, the Warrants were valued using the market quoted price on Nasdaq.
The table below illustrates the movement on the Warrants during the period / year:
30 June 2021 |
31 December
2020 |
|||||||
USD ’000 | USD ’000 | |||||||
Fair value of Warrants at the beginning of the period / Initial recognition of Warrants at the close of the Business Combination - now reclassified from equity to a liability | 13,628 | 9,210 | ||||||
Change in fair value for the period / year | 3,795 | 4,418 | ||||||
Fair value of Warrants at the end of the period / year | 17,423 | 13,628 |
18
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
10. COMMON SHARES
Under the Amended and Restated Bye-laws, the authorized share capital of the Group consists of 750,000,000 common shares, par value USD 0.01 per share, and 100,000,000 preference shares, par value USD 0.01 per share. As at 31 December 2019 as well as immediately prior to the closing of the Business Combination on 17 March 2020 (the “Closing”), the Company was authorized to issue 1,000 common shares, USD 0.01 par value per share and 1,000 preference shares, USD 0.01 par value per share, and there was one common share issued and outstanding and no preference shares issued and outstanding. As at 17 March 2020, subsequent to the Closing, and as at 31 December 2020, the authorized share capital was increased and there were 48,447,306 common shares issued and outstanding (including 3,012,500 common shares (“Earnout Shares”) subject to vesting but which are issued and outstanding for purposes of voting and receipt of dividends), and no preference shares issued and outstanding. All of the issued and outstanding common shares are fully paid.
In connection with the finalization of the purchase price under the Business Combination Agreement, all escrow shares were released from escrow and 8,555 shares were cancelled.
The following table sets out the number of common shares issued and outstanding as at 30 June 2021 and 31 December 2020:
30 June 2021 | ||||||||
No. of shares | Par value | |||||||
USD ’000 | ||||||||
Common shares (par value of USD 0.01) | 45,471,084 | 455 | ||||||
Earnout shares* (par value of USD 0.01) | 3,012,500 | 30 | ||||||
Restricted shares awards (par value of USD 0.01) (note 11) | 399,857 | 4 | ||||||
48,883,441 | 489 |
31 December 2020 | ||||||||
No. of shares | Par value | |||||||
USD ’000 | ||||||||
Common shares (par value of USD 0.01) | 45,426,251 | 455 | ||||||
Earnout shares* (par value of USD 0.01) | 3,012,500 | 30 | ||||||
Restricted shares awards (par value of USD 0.01) (note 11) | 134,500 | 1 | ||||||
48,573,251 | 486 |
* |
The Earnout Shares are subject to vesting at stock prices ranges from USD 11.50 to USD 15.25. The Earnout Shares are considered outstanding shares and have dividend and voting rights. However, the Earnout Shares are non-transferable by their holders until they vest and, if the Earnout Shares do not vest on or prior to 17 March 2028, they will be cancelled by the Company. |
19
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
11. SHARE-BASED PAYMENTS
On 3 June 2020, the Board of Directors approved the Group’s share-based employee compensation plan, the 2020 Omnibus Incentive Plan (“the Plan”). Under the Plan, the following awards may be granted:
- | Options to buy Common Shares (“Stock Options”), which may be either incentive stock options (“Incentive Stock Options” or “ISOs”) qualified under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options (“Non-Qualified Stock Options” or “NQSOs”), which do not satisfy the requirements of Incentive Stock Options; |
- | Share appreciation rights (“SARs”) (including tandem, non-tandem and limited SARs); |
- |
Restricted shares awards (“Restricted Shares Awards”); |
- |
Performance awards denominated in Common Shares or cash (“Performance Awards”); |
- | Other share-based awards (“Other Share-Based Awards”), including but not limited to restricted share units (“RSUs”); and |
- | Other cash-based awards (“Other Cash-Based Awards”). |
On 30 September 2020, the Board of Directors approved the grant of 134,500 restricted shares (the “Restricted Shares Awards”) to certain participants (designated employees) with the following salient features:
On 16 February 2021, the Board of Directors approved the grant of 180,000 restricted shares to certain participants (designated employees) with the following salient features:
On 31 March 2021, the Board of Directors approved the grant of 132,190 restricted shares to Wasef Jabsheh (designated employee) with the following salient features:
20
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
11. SHARE-BASED PAYMENTS (continued)
Grant date fair values represent the closing quoted prices of the Company’s share on Nasdaq on the dates when awards were officially communicated to the participants and shall be applicable for all the three vesting tranches.
Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date is the only vesting condition to be met. There is no other performance related condition attached to the vesting of shares.
The movement on the number of restricted shares during the period / year is as follows:
30 June
2021 |
31 December
2020 |
|||||||
Balance at 1 January | 134,500 |
-
|
||||||
Restricted shares granted | 312,190 | 134,500 | ||||||
Restricted shares vested | (44,833 | ) |
-
|
|||||
Restricted shares forfeited | (2,000 | ) |
-
|
|||||
Balance at end of the period / year | 399,857 | 134,500 |
The Company has applied the graded vesting method in recognition of share-based payment expense. Accordingly, the Company has assessed the expected length of service period from date of shares grant until end of each vesting period respectively and considered this to determine proportionate earnout shares at 30 June 2021 and 31 December 2020 attributed to each vesting tranche.
Number of earnout shares to be considered for accounting purposes at year end for each tranche are as follow:
Grant | Days from grant date |
Earn out shares from first
vesting (tranche 1) |
Earn out shares from second
vesting (tranche 2) |
Earn out shares from third
vesting (tranche 3) |
Total | |||||||||||||||||
30 June 2021 |
30 September 2020 grant | 267 | 1,019 | 17,324 | 9,594 | 27,937 | ||||||||||||||||
16 February 2021 grant | 92 | 14,582 | 6,304 | 4,022 | 24,908 | |||||||||||||||||
31 March 2021 grant | 135 | 25,234 | 11,807 | 7,707 | 44,748 | |||||||||||||||||
Total | 40,835 | 35,435 | 21,323 | 97,593 | ||||||||||||||||||
31 December 2020 | 30 September 2020 grant | 88 | 43,814 | 8,511 | 4,714 | 57,039 |
Accordingly, total earnout shares of 97,593 at 30 June 2021 (31 December 2020: 57,039) are measured at the shares grant date fair value to arrive at expense recognized for the share based payment. For the period ended 30 June 2021, share-based payments expense of USD 779 thousand (30 June 2020: Nil) was recorded in the interim condensed consolidated statement of income with a corresponding credit to common shares and share premium as shown in the interim condensed consolidated statement of changes in equity.
21
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
12. CASH DIVIDENDS
Cash dividends declared and paid:
The Board of Directors resolved to pay the following dividends for the period ended 30 June 2021:
- | On 25 March 2021: USD 8,288 thousand (Dividend per share: USD 0.17) |
There were no dividends paid or declared during the six months period ended 30 June 2020.
There are no cash dividends declared but not paid as at 30 June 2021 and 31 December 2020.
13. Net INVESTMENT InCOME
For the six months ended 30 June |
||||||||
2021 | 2020 | |||||||
USD ’000 | USD ’000 | |||||||
Interest income | 7,742 | 5,412 | ||||||
Dividends from equities at FVTOCI | 43 | 84 | ||||||
Dividends from equities at FVTPL | 456 | 357 | ||||||
Realized gains and losses on investments | ||||||||
Realized loss on sale of bonds at FVTOCI | (321 | ) | (113 | ) | ||||
Realized gain on sale of equities and mutual funds at FVTPL | 484 | 1,639 | ||||||
Unrealized gains and losses on investments | ||||||||
Unrealized gain (loss) on revaluation of financial assets at FVTPL | 2,128 | (2,854 | ) | |||||
Gains and losses from investment properties | ||||||||
Realized loss on sale of investment properties | (1 | ) | (41 | ) | ||||
Unrealized loss on investment properties | (815 | ) | (724 | ) | ||||
Rental income | 89 | 84 | ||||||
Expected credit losses on investments | ||||||||
Expected credit loss on financial assets at FVOCI | (32 | ) | (65 | ) | ||||
Expected credit loss on financial assets at amortized cost |
-
|
(1 | ) | |||||
Investments custodian fees and other investments expenses | (443 | ) | (726 | ) | ||||
9,330 | 3,052 |
22
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
14. Related party transactions
Related parties represent major shareholders, associates, directors and key management personnel of the Group and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group’s management.
◾ | Compensation of key management personnel of the Group for the period ended 30 June 2021, consisting of salaries and benefits was USD 2,280 thousand (30 June 2020: USD 2,249 thousand). Out of the total amount of key management personnel compensation, an amount of USD 538 thousand (30 June 2020: USD 887 thousand) represents long-term benefits. Out of these long-term benefits, an amount of USD 538 thousand of long-term benefits represents earn out value of share-based expenses as of 30 June 2021 (30 June 2020: USD Nil) resulting from the issuance of restricted shares awards to key management personnel during the period pursuant to the ‘International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan’ (note 11). In addition, USD Nil (30 June 2020: USD 887 thousand) represent a phantom share option plan linked to the value of an ordinary share of the Group. The said plan was terminated during 2020 as a result of a ‘change in control’ as defined in the plan whereby all outstanding phantom shares were immediately vested and exercisable on the business combination date of 17 March 2020. All option holders opted for cash payment of exercisable phantom shares per the terms of plan. |
Post completion of the Business Combination, the Group has reviewed its list of ‘key management personnel’ in accordance with IAS 24 (Related Party Disclosures) requirements and accordingly considered the persons who were named as executive officers of the company in its SEC filings as ‘Key management personnel’. Those officers have the authority and responsibility for planning, directing, and controlling the activities of the Group. In addition, they represent the Group’s executive committee which acts in the capacity of chief operating decision maker (note 18).
◾ | The Group has paid aircraft management fees and chartering revenues commission in the amount of USD 131 thousand (30 June 2020: USD 52 thousand) to Arab Wings Co. where a shareholder has a controlling interest. As at 30 June 2021, there was an amount of USD 181 thousand receivable from Arab Wings Co. (31 December 2020: Receivable of USD 37 thousand). |
◾ |
No balances from key management personnel of the Group were due as at 30 June 2021 and 31 December 2020. |
◾ | Included within the investment properties (note 7) are lands with a total amount of USD 1,412 thousand as at 30 June 2021 (31 December 2020: USD 1,844 thousand) registered in the name of a former Director of the Group. The Group has obtained a proxy and has full control over these investment properties. |
◾ | In connection with the Business Combination (note 19) the Group issued 4,000,000 warrants in exchange for 4,000,000 Tiberius warrants transferred to Wasef Jabsheh (the Chief Executive Officer and Chairman of the Board of Directors) (note 9). As at 30 June 2021, none of the Warrants has been exercised or redeemed since originally issued. |
15. EaRNINGS PER SHARE
Basic earnings per share represents the profits attributable to the ordinary shareholders divided by the weighted average number of common shares outstanding during the periods.
Diluted earnings per share represents the profits 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.
As at 30 June 2021, part of the restricted shares awards were unvested. However, since these shares contain a nonforfeitable rights to dividends, whether paid or unpaid, they are considered as participating securities and hence included in the computation of both basic and diluted earnings per share.
23
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
15. EaRNINGS PER SHARE (continued)
At the closing of the Business Combination, the Group issued 17,250,000 warrants, including (i) 12,750,000 warrants issued to former stockholders of Tiberius and (ii) 4,500,000 warrants that were issued in exchange for 4,000,000 Tiberius warrants transferred to Wasef Jabsheh and 500,000 Tiberius warrants transferred to Argo Re Ltd., a Bermuda exempted company (note 19). The Warrants were not included in the calculation of the diluted earnings per share, as the average market price of ordinary shares during the period has not exceeded the exercise price of the Warrants and therefore their effect would be antidilutive.
The following table shows the calculation of the basic and diluted earnings per share for the six months ended 30 June 2021 and 2020.
For the six months ended
30 June |
||||||||
2021 | 2020 | |||||||
(Restated) | ||||||||
Profit for the period (USD ’000) | 18,426 | 14,507 | ||||||
Less: profit attributable to the Earnout Shares (USD ’000) | (1,135 | ) | (902 | ) | ||||
Less: profit attributable to the restricted shares awards (note 11) (USD ’000) | (168 | ) |
-
|
|||||
Net profit available to common shareholders (USD ’000) | 18,677 | 13,605 | ||||||
Weighted average number of shares – basic and diluted | 45,470,835 | 40,630,159 | ||||||
Basic and diluted earnings per share (USD) | 0.38 | 0.33 |
16. COMMITMENTS AND CONTINGENCIES
As at 30 June 2021, the Group is contingently liable for the following:
◾ | Letters of Credit amounting to USD 9,193 thousand to the order of reinsurance companies for collateralizing insurance contract liabilities in accordance with the reinsurance arrangements (31 December 2020: USD 7,994 thousand). | |
◾ | Letter of Guarantee amounting to USD 334 thousand to the order of Friends Provident Life Assurance Limited for collateralizing a rent payment obligation in one of the Group entity’s office premises (31 December 2020: USD 321 thousand). |
Litigation
The Group was engaged in an arbitration proceeding at 31 December 2020 with certain reinsurers represented by an underwriting agent (“agent”) with respect to certain matters related to the Group’s outward reinsurance programme for the years 2012 to 2017.
The Group commenced the arbitration proceeding with the agent for these reinsurers after they failed to make payment of approximately USD 5.7 million which the Group believes is due from them (based on figures as at 30 June 2019). As at 31 December 2020, the Group was seeking to recover approximately USD 15.3 million from the reinsurers, plus interest and legal costs. In response, the agent alleged that certain matters were not adequately disclosed and was seeking to void the policies. The Group believes that the allegations were without merit and committed to vigorously defend itself in this matter. Accordingly, no provision for any liability was recorded in the prior year consolidated financial statements as at 31 December 2020. The arbitration hearing was scheduled for April 2021.
Before the start of the final hearing in April 2021, the matters under arbitration were resolved (and the arbitration discontinued) between the Group and reinsurers. The outward reinsurance policies remain in full force and effect. The resolution has no material impact on the Group’s business, results of operations or financial condition.
24
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
17. Fair value
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and
Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
30 June 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||
Assets measured at fair value: | ||||||||||||||||
FVTPL | 25,513 |
-
|
-
|
25,513 | ||||||||||||
Quoted equities at FVOCI | 17,600 |
-
|
-
|
17,600 | ||||||||||||
Quoted bonds at FVOCI | 404,026 |
-
|
-
|
404,026 | ||||||||||||
Unquoted equities at FVOCI* |
-
|
-
|
6,783 | 6,783 | ||||||||||||
Investment properties |
-
|
-
|
18,788 | 18,788 | ||||||||||||
447,139 |
-
|
25,571 | 472,710 | |||||||||||||
Liabilities measured at fair value: | ||||||||||||||||
Derivative financial liability | 17,423 |
-
|
-
|
17,423 |
31 December 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||
Assets measured at fair value: | ||||||||||||||||
FVTPL | 22,780 |
-
|
-
|
22,780 | ||||||||||||
Quoted equities at FVOCI | 14,935 |
-
|
-
|
14,935 | ||||||||||||
Quoted bonds at FVOCI | 390,918 |
-
|
-
|
390,918 | ||||||||||||
Unquoted equities at FVOCI* |
-
|
-
|
6,748 | 6,748 | ||||||||||||
Investment properties |
-
|
-
|
20,012 | 20,012 | ||||||||||||
428,633 |
-
|
26,760 | 455,393 | |||||||||||||
Liabilities measured at fair value: | ||||||||||||||||
Derivative financial liability | 13,628 |
-
|
-
|
13,628 |
* | Reconciliation of fair value of the unquoted equities under level 3 fair value hierarchy is as follows: |
30 June
2021 |
31 December
2020 |
|||||||
USD ’000 | USD ’000 | |||||||
Balance at the beginning of the period / year | 6,748 | 5,794 | ||||||
Purchases |
-
|
1,503 | ||||||
Total losses recognized in OCI | 35 | (549 | ) | |||||
Balance at the end of the period / year | 6,783 | 6,748 |
25
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
18. Segment Reporting
The Group’s chief operating decision maker (“CODM”) is the Executive Committee, which periodically reviews financial information at the business line level. Thus, each of the business lines in which the Group operates are considered operating segments.
The Group has aggregated operating segments into the following reporting segments for the purposes of its interim condensed consolidated financial statements:
1. | Specialty Long tail (comprising business lines with underwriting risks assumed in form of liability insurance and of a long-term nature with respect to related claims). |
2. | Specialty Short tail (comprising business lines with underwriting risks assumed in the form of property and specialty line insurance and of a short-term nature with respect to related claims). |
3. | Reinsurance which covers the inward reinsurance treaty and is a single operating segment. |
The Group is of the view that the quantitative and qualitative aspects of the aggregated operating segments are similar in nature for all periods presented. In evaluating the appropriateness of aggregating operating segments, the key indicators considered included but were not limited to: (i) nature of products, (ii) similarities of customer base, products, underwriting processes and outward reinsurance processes, (iii) regulatory environments and (iv) distribution methods.
Segment performance is evaluated based on net underwriting results and is measured consistently with the overall net underwriting results in the interim condensed consolidated financial statements.
The Group also has general and administrative expenses, net investment income, gain/loss on foreign exchange, other expenses/revenues, change in fair value of derivative financial liability and tax expense. These financial items are presented under “Corporate and Other” in the tables below as the Group does not allocate them to individual reporting segments.
26
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
18. Segment Reporting (continued)
a) | Segment disclosure for the Group’s consolidated operations is as follows: |
For the period ended 30 June 2021 | ||||||||||||||||||||||||
Specialty Long tail | Specialty Short tail | Reinsurance | Sub Total | Corporate and Other | Total | |||||||||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||||||||
Underwriting revenues | ||||||||||||||||||||||||
Gross written premiums | 101,286 | 150,930 | 14,556 | 266,772 |
-
|
266,772 | ||||||||||||||||||
Reinsurer’s share of insurance premiums | (26,847 | ) | (53,231 | ) |
-
|
(80,078 | ) |
-
|
(80,078 | ) | ||||||||||||||
Net written premiums | 74,439 | 97,699 | 14,556 | 186,694 |
-
|
186,694 | ||||||||||||||||||
Net change in unearned premiums | 8,325 | (23,932 | ) | (3,270 | ) | (18,877 | ) |
-
|
(18,877 | ) | ||||||||||||||
Net premiums earned | 82,764 | 73,767 | 11,286 | 167,817 |
-
|
167,817 | ||||||||||||||||||
Underwriting deductions | ||||||||||||||||||||||||
Net policy acquisition expenses | (13,994 | ) | (13,603 | ) | (1,792 | ) | (29,389 | ) |
-
|
(29,389 | ) | |||||||||||||
Net claims and claim adjustment expenses | (46,176 | ) | (36,741 | ) | (6,949 | ) | (89,866 | ) |
-
|
(89,866 | ) | |||||||||||||
Net underwriting results | 22,594 | 23,423 | 2,545 | 48,562 |
-
|
48,562 | ||||||||||||||||||
General and administrative expenses |
-
|
-
|
-
|
-
|
(29,284 | ) | (29,284 | ) | ||||||||||||||||
Net investment income |
-
|
-
|
-
|
-
|
9,330 | 9,330 | ||||||||||||||||||
Share of profit from associates |
-
|
-
|
-
|
-
|
258 | 258 | ||||||||||||||||||
Impairment loss on insurance receivables |
-
|
-
|
-
|
-
|
(1,121 | ) | (1,121 | ) | ||||||||||||||||
Other revenues |
-
|
-
|
-
|
-
|
1,021 | 1,021 | ||||||||||||||||||
Other expenses |
-
|
-
|
-
|
-
|
(1,438 | ) | (1,438 | ) | ||||||||||||||||
Change in fair value of derivative financial liability |
-
|
-
|
-
|
-
|
(3,795 | ) | (3,795 | ) | ||||||||||||||||
Loss on foreign exchange |
-
|
-
|
-
|
-
|
(3,175 | ) | (3,175 | ) | ||||||||||||||||
Profit (loss) before tax | 22,594 | 23,423 | 2,545 | 48,562 | (28,204 | ) | 20,358 | |||||||||||||||||
Income tax |
-
|
-
|
-
|
-
|
(1,932 | ) | (1,932 | ) | ||||||||||||||||
Profit (loss) for the period | 22,594 | 23,423 | 2,545 | 48,562 | (30,136 | ) | 18,426 |
27
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
18. Segment Reporting (continued)
For the period ended 30 June 2020 | ||||||||||||||||||||||||
Specialty Long tail | Specialty Short tail | Reinsurance | Sub Total | Corporate and Other | Total | |||||||||||||||||||
USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | USD ’000 | |||||||||||||||||||
Underwriting revenues | ||||||||||||||||||||||||
Gross written premiums | 82,986 | 142,080 | 11,435 | 236,501 |
-
|
236,501 | ||||||||||||||||||
Reinsurer’s share of insurance premiums | (12,455 | ) | (53,424 | ) |
-
|
(65,879 | ) |
-
|
(65,879 | ) | ||||||||||||||
Net written premiums | 70,531 | 88,656 | 11,435 | 170,622 |
-
|
170,622 | ||||||||||||||||||
Net change in unearned premiums | (6,133 | ) | (25,156 | ) | (3,083 | ) | (34,372 | ) |
-
|
(34,372 | ) | |||||||||||||
Net premiums earned | 64,398 | 63,500 | 8,352 | 136,250 |
-
|
136,250 | ||||||||||||||||||
Underwriting deductions | ||||||||||||||||||||||||
Net policy acquisition expenses | (12,830 | ) | (11,671 | ) | (1,369 | ) | (25,870 | ) |
-
|
(25,870 | ) | |||||||||||||
Net claims and claim adjustment expenses | (32,105 | ) | (30,508 | ) | (1,674 | ) | (64,287 | ) |
-
|
(64,287 | ) | |||||||||||||
Net underwriting results | 19,463 | 21,321 | 5,309 | 46,093 |
-
|
46,093 | ||||||||||||||||||
General and administrative expenses |
-
|
-
|
-
|
-
|
(22,423 | ) | (22,423 | ) | ||||||||||||||||
Net investment income |
-
|
-
|
-
|
-
|
3,052 | 3,052 | ||||||||||||||||||
Share of loss from associates |
-
|
-
|
-
|
-
|
(439 | ) | (439 | ) | ||||||||||||||||
Impairment loss on insurance receivables |
-
|
-
|
-
|
-
|
(2,178 | ) | (2,178 | ) | ||||||||||||||||
Other revenues |
-
|
-
|
-
|
-
|
117 | 117 | ||||||||||||||||||
Other expenses |
-
|
-
|
-
|
-
|
(605 | ) | (605 | ) | ||||||||||||||||
Change in fair value of derivative financial liability | - | - | - | - | 3,347 | 3,347 | ||||||||||||||||||
Listing related cost |
-
|
-
|
-
|
-
|
(3,366 | ) | (3,366 | ) | ||||||||||||||||
Loss on foreign exchange |
-
|
-
|
-
|
-
|
(8,658 | ) | (8,658 | ) | ||||||||||||||||
Profit (loss) before tax | 19,463 | 21,321 | 5,309 | 46,093 | (31,153 | ) | 11,593 | |||||||||||||||||
Income tax |
-
|
-
|
-
|
-
|
(433 | ) | (433 | ) | ||||||||||||||||
Profit (loss) for the period (restated) | 19,463 | 21,321 | 5,309 | 46,093 | (31,586 | ) | 14,507 |
b) | Non – current operating assets information by geography as at 30 June 2021 and 31 December 2020 are as follows: |
30
June
|
31 December
2020 |
|||||||
USD ’000 | USD ’000 | |||||||
Middle East | 33,567 | 34,631 | ||||||
North Africa | 357 | 72 | ||||||
UK | 3,199 | 3,112 | ||||||
Asia | 51 | 75 | ||||||
37,174 | 37,890 |
Non-current assets for this purpose consist of property, plant and equipment, right-of-use assets, investment properties and intangible assets.
28
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
19. Business COMBination
On 17 March 2020, the definitive business agreement between International General Insurance Holdings Limited - Dubai (“IGI”) and Tiberius Acquisition Corp. (NASDAQ: TIBR) (“Tiberius”), a publicly traded special purpose acquisition company, and certain related parties, was effective (the “Business Combination”). As a result of the completion of the Business Combination, the Company became a new public company owned by the former stockholders of Tiberius and the former shareholders of IGI. Consequently, IGI and Tiberius became the Company’s subsidiaries.
Furthermore, in accordance with the Business Combination, USD 80,000 thousand of the transaction consideration was paid in cash to IGI former shareholders and accounted for as an adjustment against share premium in the consolidated statement of changes in equity.
At the closing of the Business Combination, the Company:
1) | Issued (1) 29,759,999 common shares to former shareholders of IGI in exchange for their IGI shares and (2) 18,687,307 common shares to former stockholders of Tiberius, including (I) 9,339,924 common shares issued in exchange for public shares of Tiberius common stock that remained outstanding and not redeemed immediately prior to the closing of the Business Combination, (ii) 4,132,500 common shares issued in exchange for Tiberius founder shares, including 3,012,500 common shares (“Earnout Shares”) subject to vesting at prices ranging from USD 11.50 to USD 15.25 per share, (iii) 2,900,000 common shares issued in exchange for shares of Tiberius common stock that were issued to certain investors in a private placement pursuant to forward purchase agreements, and (iv) 2,314,883 common shares issued in exchange for shares of Tiberius common stock that were issued to certain investors in a private placement. |
In connection with the finalization of the purchase price under the Business Combination Agreement, all escrow shares issued to former shareholders of IGI were released from escrow and 8,555 shares were cancelled. Following the cancellation, the Group has 48,438,751 shares outstanding (including the 3,012,500 unvested shares).
Simultaneously with the execution of the Business Combination, out of total Earnout Shares issued to Tiberius founder shareholders, 1,170,348 shares were transferred to certain former shareholders of IGI.
The following table sets out the number of common shares issued in connection with the Business Combination:
No. of shares | Par value of 0.01 USD | |||||||
USD ’000 | ||||||||
Common shares issued to former shareholders of IGI | 29,751,444 | 298 | ||||||
Common shares issued to former stockholders of Tiberius * | 15,674,807 | 157 | ||||||
Unvested shares transferred to certain former shareholders of IGI | 1,170,348 | 12 | ||||||
Unvested Tiberius Founder shares | 1,842,152 | 18 | ||||||
48,438,751 | 485 |
* | This item includes 1,120,000 shares that were subject to a one year lock-up restriction post the closing date of the Business Combination. |
29
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
19. BUSINESS COMBINATION (continued)
2) | In addition, on 17 March 2020 the Company issued 17,250,000 warrants, including (i) 12,750,000 warrants issued to former stockholders of Tiberius and (ii) 4,500,000 warrants that were issued in exchange for 4,000,000 Tiberius warrants transferred to Wasef Jabsheh and 500,000 Tiberius warrants transferred to Argo Re Ltd., a Bermuda exempted company (note 9). |
3) | Eliminated IGI issued share capital in the amount of USD 143,376 thousand that ceased to exist upon consummation of the Business Combination. |
4) | Eliminated IGI treasury shares in the amount of USD 20,103 thousand. |
5) | Eliminated IGI additional paid in capital in the amount of USD 2,773 thousand. |
6) | Adjusted the share premium as a result of the issuance of the common shares and warrants. |
Accounting for the Business Combination
The transaction was accounted for as a continuation of International General Insurance Holdings Limited - Dubai (“IGI”). Under this method of accounting, while the Company is the legal acquirer of both IGI and Tiberius, IGI has been identified as the accounting acquirer of Tiberius for accounting purposes. This determination was primarily based on IGI comprising the ongoing operations of the combined company, IGI senior management comprising the senior management of the combined company, and the former owners and management of IGI having control of the Board of Directors following the consummation of the transaction by virtue of being able to appoint a majority of the directors of the combined company. As Tiberius does not meet the definition of a business as defined in IFRS 3 - Business Combinations (“IFRS 3”), the purchase of the shares of the former owners of Tiberius is not within the scope of IFRS 3 and is accounted for as a share-based payment transaction in accordance with IFRS 2- Share-based payments (“IFRS 2”). Hence, the transaction was accounted for as the continuance of IGI with recognition of the identifiable assets acquired and the liabilities assumed of Tiberius at fair value. Operations prior to the transaction are those of IGI from an accounting point of view.
Fair value measurement of the equity instruments issued in connection with the Business Combination
In connection with the business combination, equity instruments that were issued as a share-based consideration to Tiberius were as follows:
(a) | Quoted common shares |
(b) | Founder shares subject to a one year lock-up restriction |
(c) |
Earnout shares subject to vesting at differential price range |
30
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
19. BUSINESS COMBINATION (continued)
Under IFRS 2, fair values of above-mentioned equity instruments issued to Tiberius was compared to fair value of Tiberius identifiable net assets acquired (representing net cash received by IGI and its former shareholders net of the liabilities assumed by IGI in the form of the Public Warrants which represent financial instruments issued to former stockholders of Tiberius) in order to determine gain or loss on acquisition on 17 March 2020 (the valuation date).
In order to assess the appropriateness of using the closing quoted market price of Tiberius common stock on Nasdaq as a representative of the fair value of the common shares on the valuation date, management has performed liquidity assessment of Tiberius stock prior to the Business Combination from 11 March 2020 (being the last date of redemption rights available to Tiberius shareholders) until the valuation date.
Management does not consider the quoted Tiberius price to be an appropriate representation of fair value based on the illiquidity observed in the quoted price over the period.
Instead, management has appointed an independent third-party valuation specialist to perform a valuation using a market approach to estimate the fair value of equity instruments issued to Tiberius’s stockholders. Accordingly, as an alternative valuation technique, IGI Common Shares (“Common Shares”) were valued using a market multiples approach, namely ‘Price- To- Book ratio’ multiples benchmarked against ‘Return on Equity’ and consequentially corroborated using ‘Price -To- Earnings’ multiples of each comparable company.
For the shares that are subject to one-year transfer restriction, fair value is determined after applying a lock-in discount to the fair value determined for the common shares.
For purposes of determining the fair value of the Earnout Shares, a ‘Monte Carlo’ simulation approach was adopted to address the uncertainty of the time at which the shares will vest. In addition, this approach considers the share price as at the closing date, the threshold price, expected volatility (estimated using historical share price movements of comparable companies), expected dividend yield, the risk-free rate, and the earnout period.
Based on the above, the following table summarizes the fair value of the equity instruments issued to Tiberius stockholders at the close of the Business Combination based on a market approach valuation:
Equity Instruments | No. of shares/warrants | Fair value per share/warrant | Fair value | |||||||||
USD | USD ’000 | |||||||||||
Common shares | 14,554,807 | 6.85 | 99,715 | |||||||||
Vested Founder shares subject to a one year lock-up restriction post Business Combination closing date | 1,120,000 | 6.39 | 7,156 | |||||||||
Unvested Tiberius Founder shares | 1,842,152 | 3.48 | 6,407 | |||||||||
Total Value of Consideration | 113,278 |
31
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
19. BUSINESS COMBINATION (continued)
Under IFRS 2, the transaction was measured at the fair value of the common shares deemed to have been issued by IGI for the ownership interest in the Company to be the same as if the transaction had taken the legal form of IGI acquiring 100% of Tiberius. The difference between the fair value equity instruments (common shares) “Value of Consideration” issued by IGI to Tiberius and the fair value of the later identifiable net assets acquired (representing net cash received by IGI and its former shareholders net liabilities assumed by IGI in the form of the Public Warrants which represent financial instruments issued to former stockholders of Tiberius) represents a bargain purchase. However, since the transaction is accounted for under IFRS 2 and the outcome of fair value measurement represents a ‘bargain’ and not an ‘expense’, there is no listing expense to be recognized for the services received by IGI in connection with the transaction.
Using the fair valuation of the Common Shares (discussed above) as an input, the Public Warrants were valued as ‘American-style’ call options using a binomial tree approach on the valuation date.
The details of Tiberius net assets acquired are shown below:
Description | USD ’000 | |||
Cash proceeds received | 120,821 | |||
Less: liabilities assumed in the form of the Public Warrants (12,750,000 Public Warrants at fair value of USD 0.53 per warrant) | (6,807 | ) | ||
Net assets acquired | 114,014 |
The following table illustrates the difference between the total Value of Consideration and net assets acquired at the closing date of the Business Combination.
Description | USD ’000 | |||
Value of Consideration | 113,278 | |||
Less: net assets acquired | (114,014 | ) | ||
Bargain | (736 | ) |
Listing Related Expenses
During the period ended 30 June 2020, the Group incurred listing expenses in the amount of USD 3,366 thousand which mainly consist of professional fees (legal, accounting, etc.) and other miscellaneous costs that are directly related to the listing transaction.
32
International General Insurance Holdings Ltd.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021
20. ACQUISITION OF A SUBSIDIARY
Following the United Kingdom’s (“UK”) decision to withdraw from the European Union (“EU”) (“Brexit”), the U.K. began a process of “onshoring” EU legislation whereby the UK replicated EU law in UK legislation and regulation and then amended it so that it would be operationally effective following the end of the Brexit transition period on December 31, 2020. As an automatic consequence of the UK’s departure from the EU’s single market, passporting rights to and from the UK ended at the end of the transition period. Passporting is the exercise of the right available to a firm authorised in one European Economic Area (“EEA”) member state to carry on certain activities covered by an EU single market directive in another EEA member state, on the basis of its home state authorisation. For firms based in the UK, this means the loss of access to EU markets. As of the end of the transition period, the Group’s subsidiary in UK has lost its passporting rights in the EU, such that it can no longer write insurance business in EEA countries under the “freedom of services” regime or write insurance business through a place of business in an EEA member state under the “freedom of establishment” regime using the rights contained in the European Council’s Solvency II Directive.
As a result, and in order for the Group to continue write insurance business in the EU, the Group acquired 100% of the voting shares of R&Q Epsilon Insurance Company SE (“R&Q Epsilon”), a non-listed company based in Malta engaged in the business of insurance in certain classes of general insurance business. Simultaneously, with the execution of the acquisition agreement, the new subsidiary was renamed International General Insurance Company (Europe) SE (“IGIE”).
The acquisition agreement of R&Q Epsilon Insurance Company SE was fully executed on 25 June 2021 (the “Acquisition Date”) for a purchase consideration of USD 6,200 thousand.
The Group accounted for the acquisition of R&Q Epsilon under IFRS 3 “Business Combinations”.
As at the Acquisition Date, the book value of the net assets and liabilities of R&Q Epsilon was USD 6,200 thousand consisting of cash at banks of USD 6,054 and the remaining USD 146 thousand represents deferred tax assets and insurance receivables, net of other payable balances. As at 30 June 2021 (the end of the first reporting period), the Group has provisionally accounted for the acquisition of R&Q Epsilon and accordingly determined that the fair value of the net assets and liabilities was approximately equivalent to the book value. Nonetheless, in accordance with the one-year measurement period permitted under IFRS 3, the Group will reassess the provisional carrying amount of net identified asset and liabilities of R&Q Epsilon and will accordingly reflect any new information obtained about facts and circumstances that were in existence at the Acquisition Date.
Subsequently, on 13 July 2021, the Malta Financial Services Authority (“MFSA”) authorised IGIE to write insurance and reinsurance business.
21. subsequent events
There have been no material events between 30 June 2021 and the date of this report which are required to be disclosed.
33
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires or indicates, references to “we,” “us,” “our,” “IGI,” the “Group,” and the “Company” refer to International General Insurance Holdings Ltd., a Bermuda exempted company, and its consolidated subsidiaries, and references to “IGI Dubai” refer to International General Insurance Holdings Limited, a company organized under the laws of the Dubai International Financial Center.
This “Management’s Discussion and Analysis” should be read in conjunction with the audited and unaudited consolidated financial statements of the Company. The financial information contained herein is taken or derived from such consolidated financial statements, unless otherwise indicated. The following discussion contains forward-looking statements. Our actual results could differ materially from those that are discussed in these forward-looking statements.
Introduction
We are a highly-rated global provider of specialty insurance and reinsurance solutions in over 200 countries and territories. We underwrite a diversified portfolio of specialty risks including energy, property, construction and engineering, contingency, ports and terminals, general aviation, political violence, casualty (non-U.S.), financial institutions, marine and treaty reinsurance. Our size affords us the ability to be nimble and seek out profitable niches that can generate attractive underwriting results. Our underwriting focus is supported by exceptional service to our clients and brokers. Founded in 2001, we have prudently grown our business with a focus on underwriting profitability and risk-adjusted shareholder returns.
Our primary objective is to underwrite specialty products that maximize return on equity subject to prudent risk constraints on the amount of capital we expose to any single event. We follow a careful and disciplined underwriting strategy with a focus on individually underwritten specialty risks through in-depth assessment of the underlying exposure. We use data analytics and modern technology to offer our clients flexible products and customized and granular pricing. We manage our risks through a variety of means, including contract terms, portfolio selection and underwriting and geographic diversification. Our underwriting strategy is supplemented by a comprehensive risk transfer program with reinsurance coverage from highly-rated reinsurers that we believe lowers our volatility of earnings and provides appropriate levels of protection in the event of a major loss event.
We conduct our worldwide operations through three reportable segments under IFRS segment reporting: specialty long-tail, specialty short-tail and reinsurance. Our specialty long-tail segment includes (1) our casualty business, which includes our professional indemnity, directors and officers, legal expenses, intellectual property and other casualty lines of business, (2) our financial institutions line of business, (3) our marine liability line of business and (4) our inherent defects insurance. Our specialty short-tail segment includes our energy (upstream, downstream and renewable), property, construction and engineering, contingency, political violence, ports and terminals, general aviation and marine cargo lines of business. Our reinsurance segment includes our inward reinsurance treaty business.
In addition, we have a corporate function (“Corporate”) which includes the activities of our holding company and certain functions, including investment management. Corporate includes investment income on a managed basis and other non-segment expenses, predominantly general and administrative, stock compensation, finance and transaction expenses. Corporate also includes the activities of certain key executives such as the Chief Executive Officer and Chief Financial Officer. Our corporate expenses and investment results are presented separately within the corporate segment section.
The following table sets out IGI’s gross written premiums by segment and lines of business during the periods indicated:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Specialty Long-tail | ||||||||
Casualty | $ | 79.3 | $ | 65.3 | ||||
Financial Institutions | 15.0 | 14.3 | ||||||
Marine Liability | 2.2 | 3.3 | ||||||
Inherent Defects Insurance | 4.8 | 4.2 | ||||||
Specialty Short-tail | ||||||||
Energy | 62.3 | 60.8 | ||||||
Property | 39.3 | 40.4 | ||||||
Construction & Engineering | 16.6 | 8.6 | ||||||
Political Violence | 4.5 | 4.1 | ||||||
Ports & Terminals | 15.1 | 14.1 | ||||||
General Aviation | 10.3 | 9.9 | ||||||
Marine Cargo | 2.8 | - | ||||||
Reinsurance | ||||||||
Treaty Reinsurance | 14.6 | 11.5 | ||||||
Total Gross Written Premiums | $ | 266.8 | $ | 236.5 |
The following table sets out IGI’s gross written premiums based on geographical concentration for the periods indicated:
Coronavirus Pandemic: COVID-19
On 30 January 2020, the World Health Organization declared the outbreak of coronavirus (“COVID-19”) to be a public health emergency of international concern. This coronavirus outbreak has severely restricted the level of economic activity around the world. In response to this coronavirus outbreak, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes.
Following measures announced by local governments in March 2020, the Company implemented aspects of the Group’s business continuity plan (BCP), specifically requiring staff at all levels and in all functions to work remotely wherever practicable, and to limit the need for gatherings of staff so far as possible. The Group’s IT facilities have ensured that all of the Group’s operations have been maintained allowing the Group to function as normal. The Company expects that these operational changes will continue to be required until all employees are allowed to return to their offices in accordance with local government advice.
2
The full extent to which the COVID-19 pandemic may impact the Group’s results, operations or liquidity is uncertain. Management continues to monitor the impact that the COVID-19 pandemic has on the Group, the insurance industry and the economies in which the Group operates.
The stress testing conducted periodically by management since the onset of the COVID-19 pandemic indicated that the impact of COVID-19 on the Group would be manageable and not give rise to a need for management actions to protect its regulatory capital position.
The analysis and monitoring to date confirmed that the Group’s underwriting portfolio is not materially exposed to the classes of business which are largely impacted by COVID-19. This assessment is supported by the fact that as of June 30, 2021, management’s best estimates of the specific reserves in respect of COVID-19 related claims are not considered to be significant.
The Group also writes professional indemnity coverage within the casualty line of business within our specialty long-tail segment which includes a portfolio of insurance brokers on which the Group has received notifications in respect of business interruption coverage. This portfolio is predominantly written on an excess layer basis with high attachment points and, although this portfolio accounts for the majority of the COVID-19 notifications received to date, the notifications to date are considered precautionary on the part of the broker. We are not exposed to those classes of insurance most directly impacted by COVID-19 (such as life, health, travel, contingent business interruption and event cancellation). In addition, although a number of business classes including property, engineering, and ports and terminals in our specialty short-tail segment provide business interruption coverage, this coverage usually requires underlying insured property damage or breakdown in order to trigger a loss. One small exception is limited exposure to hotels where business interruption cover has been provided on the basis of covering “murder, suicide, loss of attraction, human infectious & contagious diseases.” The Group is less likely to have exposure in this area because these coverages are heavily sub-limited and in many cases attach at a high excess.
With respect to claims administration, the Group has not evidenced a discernible impact on the reporting and settlement of claims, as the third-party loss adjusters and other appointed experts, in conjunction with the Group’s inhouse claims function, have demonstrated an ability to adapt effectively to the virtual world in servicing claims.
In addition, the combination of a modest allocation to equities and the high quality and diversified nature of the Group’s bonds and term deposits has resulted in a minor negative mark to market adjustment in its investment portfolio. However, a material fair value revaluation loss close to 5% and 9% from the previous year end was recorded against investment properties owned directly in Jordan and through associates in Lebanon, respectively, which is in line with the overall correction seen in the regional commercial real estate valuations post pandemic.
Description of Certain Income Statement Line Items
The definition and method of calculation of certain line items from IGI’s consolidated income statement are provided below:
Gross written premiums
Gross written premiums comprise the total premiums receivable for the whole period of cover provided by contracts entered into during the accounting period. They are recognized on the date on which the policy commences. Premiums include any adjustments arising in the accounting period for premiums receivable in respect of business written in prior accounting periods. Rebates that form part of the premium rate, such as no-claim rebates, are deducted from the gross premium; others are recognized as an expense. Premiums also include estimates for pipeline premiums, representing amounts due on business written but not yet notified. We generally estimate the pipeline premium based on management’s judgment and prior experience.
3
Reinsurers’ share of insurance premiums
Reinsurers’ share of insurance premiums comprise the total premiums payable for the reinsurance cover provided by retrocession contracts entered into during the year and are recognized on the date on which the policy incepts. Premiums include any adjustments arising in the accounting period in respect of reinsurance contracts incepting in prior accounting periods.
Net change in unearned premiums
Unearned premiums related to gross written premiums constitutes the proportion of premiums written in a year that relate to periods of risk after the reporting date. Unearned premiums are calculated on a pro rata basis. The proportion attributable to subsequent periods is deferred as a provision for unearned premiums.
Unearned reinsurance premiums related to reinsurers’ share of insurance premiums constitutes the proportion of premiums written in a year that relate to periods of risk after the reporting date. Unearned reinsurance premiums are deferred over the term of the underlying direct insurance policies for risk-attaching contracts and over the term of the reinsurance contract for losses-occurring contracts.
Net claims and claim adjustment expenses
Claims, comprising amounts payable to contract holders and third parties and related loss adjustment expenses, net of salvage and other recoveries, are charged to income as incurred. Claims comprise the estimated amounts payable in respect of claims reported to us and those not reported at the consolidated statement of financial position date.
We generally estimate our claims based on appointed loss adjusters or leading underwriters’ recommendations. In addition, a provision based on management’s judgment and our prior experience is maintained for the cost of settling claims incurred but not reported at the consolidated statement of financial position date.
Net claims and claim adjustment expenses constitutes claims and claim adjustments expenses net of reinsurers’ share of claims.
Net policy acquisition expenses
Net policy acquisition costs and commissions earned represent commissions paid and received in relation to the acquisition and renewal of insurance and retrocession contracts which are deferred and expensed over the same period over which the corresponding premiums are recognized in accordance with the earning pattern of the underlying contract.
Total investment income, net
Net investment income is principally comprised of income from interest, dividends, gains and losses from investments in properties, expected credit losses on investments and investment custodian fees and other investment expenses. For purposes of this discussion, “total investment income, net” reflects the sum of net investment income and share of profit or loss from associates, calculated net of (1) net realized gains (losses) on investments, (2) realized gains (losses) on investment properties, (3) unrealized gains (losses) on investments, (4) fair value gains (losses) on investment properties, (5) expected credit losses on investments, and (6) share of profit (loss) from associates.
Realized gains (losses) on investments
Realized gains and losses on investments is comprised of realized gains and losses on the sale of bonds at fair value through other comprehensive income and realized gains and losses on the sale of equities at fair value through profit and loss account.
4
Realized gains (losses) on investment properties
Net realized gains and losses on investments is comprised of realized gains and losses on the sale of investment properties.
Unrealized gains (losses) on investments
Unrealized gains (losses) on investments includes unrealized losses on the revaluation of financial assets at fair value through profit and loss account.
Fair value gains (losses) on investment properties
Fair value gains (losses) on investment properties includes the revaluation gains and losses of investment properties.
Expected credit losses on investments
Expected credit losses on investments include an allowance for expected credit losses (ECLs) for debt instruments not held at fair value through profit or loss.
General and administrative expenses
General and administrative expenses is comprised of human resources expenses, business promotion, travel and entertainment expenses, statutory, advisory and rating expenses, information technology and software expenses, office operation expenses, depreciation and amortization, bank charges and Board of Directors’ expenses.
Other income (expenses)
Other income (expenses) includes the sum of (1) other revenues, (2) other expenses and (3) impairment loss on insurance receivables.
Listing related expenses
Listing related expenses are expenses incurred in connection with our initial listing on Nasdaq that are not capitalizable and instead are charged to the consolidated statement of income as incurred. Transaction expenses incurred mainly consist of professional fees (such as legal and accounting fees) and other miscellaneous costs that are directly related to the listing on Nasdaq.
Change in fair value of derivative financial liability
The Group’s warrants constitute derivative liabilities under IFRS which must be recorded at fair value with subsequent changes in fair value recorded in the consolidated statement of income at the end of each reporting period.
5
Gain (loss) on foreign exchange
Gain (loss) on foreign exchange represents gains and/or losses incurred as a result of foreign currency transactions.
Income tax
Income tax reflects (1) income tax payable by IGI Labuan in accordance with the Labuan Business Activities Tax Act 1990, (2) tax payable by IGI Casablanca pursuant to the Casablanca Finance City Tax Code and (3) corporate tax payable by IGI UK and North Star Underwriting Limited in accordance with UK tax law. International General Insurance Co. Ltd. (IGI Bermuda) is a tax-exempt company. IGI Holdings (a DIFC-registered company) and IGI Dubai are not subject to income tax in accordance with UAE tax law, and IGI Underwriting is a tax-exempt company in Jordan.
Non-IFRS Financial Measures
In presenting our results, management has included and discussed certain non-IFRS financial measures. We believe that these non-IFRS measures, which may be defined and calculated differently by other companies, explain and enhance investor understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with IFRS.
Tangible book value per diluted common share plus accumulated dividends
In addition to presenting book value per common share determined in accordance with IFRS, we believe that the key financial indicator for evaluating our performance and measuring the overall growth in value generated for shareholders is “book value per diluted common share plus accumulated dividends,” a non-IFRS financial measure.
The following table presents a reconciliation of “book value per common share” to “tangible book value per diluted common share plus accumulated dividends.”
June 30, 2021 | ||||||||||||
($) in millions, except per share data |
Equity Amount |
Common Shares Issued and Outstanding | Per Share Amount | |||||||||
Book value per common share | $ | 390.2 | 45.5 | $ | 8.58 | |||||||
Non-IFRS adjustments: | ||||||||||||
Intangible assets | $ | (5.5 | ) | $ | (0.12 | ) | ||||||
Tangible book value per share | 384.7 | 8.46 | ||||||||||
Accumulated dividends | 118.2 | 2.60 | ||||||||||
Tangible book value per diluted common share plus accumulated dividends | $ | 11.06 |
Core operating income
“Core operating income” measures the performance of our operations without the influence of after-tax gains or losses on investments and foreign currencies and other items as noted in the table below. We exclude these items from our calculation of core operating income because the amount of these gains and losses is heavily influenced by, and fluctuates in part according to, economic and other factors external to the Company and/or transactions or events that are typically not a recurring part of, and are largely independent of, our core underwriting activities and including them distorts the analysis of trends in our operations. We believe the reporting of core operating income enhances an understanding of our results by highlighting the underlying profitability of our core insurance operations. Our underwriting profitability is impacted by earned premium growth, the adequacy of pricing, and the frequency and severity of losses. Over time, such profitability is also influenced by underwriting discipline, which seeks to manage the Company’s exposure to loss through favorable risk selection and diversification, IGI’s management of claims, the use of reinsurance and the ability to manage the expense ratio, which the Company accomplishes through the management of acquisition costs and other underwriting expenses.
6
In addition to presenting profit for the period determined in accordance with IFRS, we believe that showing “core operating income” provides investors with a valuable measure of profitability and enables investors, rating agencies and other users of our financial information to more easily analyze the Company’s results in a manner similar to how management analyzes the Company’s underlying business performance.
Core operating income is calculated by the addition or subtraction of certain income statement line items from profit for the period, the most directly comparable IFRS financial measure, as illustrated in the table below.
In addition, “return on average equity” and “core operating return on average equity,” which are both non-IFRS financial measures, represent the returns generated on common shareholders’ equity during the period. Our objective is to generate superior returns on capital that appropriately reward shareholders for the risks assumed.
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
(Restated) | ||||||||
($) in millions | ||||||||
Profit for the period | $ | 18.5 | $ | 14.5 | ||||
Non-IFRS adjustments: | ||||||||
Realized gains on investments (tax adjusted) (1) | (0.2 | ) | (1.3 | ) | ||||
Unrealized (gain) loss on investments (tax adjusted) (1) | (1.2 | ) | 3.3 | |||||
Change in fair value of derivative financial liability | 3.8 | (3.3 | ) | |||||
Listing related expenses | - | 3.4 | ||||||
Loss on foreign exchange (tax adjusted) (1) | 2.9 | 7.2 | ||||||
Core operating income | $ | 23.8 | $ | 23.7 | ||||
Average shareholders’ equity (2) | 385.6 | 336.3 | ||||||
Return on average equity (annualized) (3) | 9.6 | % | 8.6 | % | ||||
Core operating return on average equity (annualized) (4) | 12.3 | % | 14.1 | % | ||||
Basic and diluted core operating earnings per share (5) | $ | 0.49 | $ | 0.55 | ||||
Basic and diluted earnings per share attributable to equity holders (6) | $ | 0.38 | $ | 0.33 |
(1) | Adjusted for the related tax impact. |
(2) | Average shareholders’ equity as of any date equals shareholders’ equity at such date, plus shareholders’ equity as of the prior year end date, divided by 2. |
(3) | Represents net profit for the period (annualized) divided by average shareholders’ equity. |
(4) | Represents core operating income for the period (annualized) divided by average shareholders’ equity. |
7
(5) |
Represents core operating income attributable to vested common shares divided by weighted average number of shares – basic and diluted as follows: |
Six months ended
June 30, |
||||||||
(in millions of U.S. Dollars, except per share information) | 2021 | 2020 | ||||||
Core operating income for the period attributable to equity holders | $ | 23.8 | $ | 23.7 | ||||
Minus: Core operating income attributable to earn out shares | 1.5 | 1.5 | ||||||
Minus: Core operating income attributable to restricted shares awards subject to vesting | 0.2 | — | ||||||
Core operating income for the period attributable to vested equity holders (a) | $ | 22.1 | $ | 22.2 | ||||
Weighted average number of shares – basic and diluted (in millions of shares) (b) | 45.5 | 40.6 | ||||||
Basic and diluted core operating earnings per share (a/b) | $ | 0.49 | $ | 0.55 |
(6) |
Represents net profit for the period attributable to vested common shares divided by the weighted average number of shares – basic and diluted calculated as follows: |
Six months ended
June 30, |
||||||||
(in millions of U.S. Dollars, except per share information) | 2021 | 2020 | ||||||
(Restated) | ||||||||
Net profit for the period attributable to equity holders | $ | 18.5 | $ | 14.5 | ||||
Minus: Earnings attributable to earn out shares subject to vesting | 1.1 | 0.9 | ||||||
Minus: Earnings attributable to restricted shares awards subject to vesting | 0.2 | — | ||||||
Net profit for the period attributable to common shareholders (a) | $ | 17.2 | $ | 13.6 | ||||
Weighted average number of shares – basic and diluted (in millions of shares) (b) | 45.5 | 40.6 | ||||||
Basic and diluted earnings per share (a/b) | $ | 0.38 | $ | 0.33 |
Results of Operations
The following section reviews IGI’s results of operations during the six months ended June 30, 2020 and 2021. The discussion includes presentations of IGI’s results on a consolidated basis and on a segment-by-segment basis.
8
Results of Operations — Consolidated
The following table summarizes IGI’s consolidated income statement for the periods indicated:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
(Restated) | ||||||||
($) in millions | ||||||||
Gross written premiums | $ | 266.8 | $ | 236.5 | ||||
Reinsurers’ share of insurance premiums | (80.1 | ) | (65.9 | ) | ||||
Net written premiums | $ | 186.7 | $ | 170.6 | ||||
Net change in unearned premiums | (18.9 | ) | (34.4 | ) | ||||
Net premiums earned | $ | 167.8 | $ | 136.2 | ||||
Net claims and claim adjustment expenses(1) | (89.8 | ) | (64.3 | ) | ||||
Net policy acquisition expenses | (29.4 | ) | (25.8 | ) | ||||
Net underwriting results | $ | 48.6 | $ | 46.1 | ||||
Total investment income, net(2) | 7.9 | 5.2 | ||||||
Realized gains on investments | 0.2 | 1.5 | ||||||
Realized gains (losses) on investment properties | - | - | ||||||
Unrealized gains (losses) on investments | 2.1 | (2.9 | ) | |||||
Fair value losses on investment properties | (0.8 | (0.7 | ) | |||||
Expected credit losses on investments | - | (0.1 | ) | |||||
Share of profit (loss) from associates | 0.3 | (0.4 | ) | |||||
General and administrative expenses | (29.3 | ) | (22.4 | ) | ||||
Other income (expenses)(3) | (1.6 | ) | (2.6 | ) | ||||
Listing related expenses | - | (3.4 | ) | |||||
Change in fair value of derivative financial liability | (3.8 | ) | 3.3 | |||||
Loss on foreign exchange | (3.2 | ) | (8.7 | ) | ||||
Profit before tax | $ | 20.4 | $ | 14.9 | ||||
Income tax | (1.9 | ) | (0.4 | ) | ||||
Profit for the period | $ | 18.5 | $ | 14.5 | ||||
Basic and diluted earnings per share | 0.38 | 0.33 |
(1) | Net claims and claim adjustment expenses represents claims occurring during the period, adjusted either upward or downward based on the prior period’s adverse (or favorable) development in claims, as follows: |
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Claims occurring during the current period | 93.1 | 75.5 | ||||||
Prior years adverse (favorable) development | (3.3 | ) | (11.2 | ) | ||||
Net claims and claim adjustment expenses for current year | 89.8 | 64.3 |
See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Reserves — Reserving Results & Development” for a discussion of the claims development in each of these periods.
(2) | Represents net investment income and share of profit (loss) from associates, net of (1) realized gains (losses) on investments, (2) realized gains (losses) on investment properties, (3) unrealized gains (losses) on investments, (4) fair value gains (losses) on investment properties, (5) expected credit losses on investments, and (6) share of profit (loss) from associates, calculated as follows: |
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Net investment income | $ | 9.4 | $ | 3.0 | ||||
Plus Share of profit (loss) from associates | 0.3 | (0.4 | ) | |||||
Total investment income | 9.7 | 2.6 | ||||||
Minus Realized gains on investments | 0.2 | 1.5 | ||||||
Minus Unrealized gains (losses) on investments | 2.1 | (2.9 | ) | |||||
Minus Fair value loss on investment properties | (0.8 | ) | (0.7 | ) | ||||
Minus Expected credit losses on investments | - | (0.1 | ) | |||||
Minus Share of profit (loss) from associates | 0.3 | (0.4 | ) | |||||
Total investment income, net | $ | 7.9 | $ | 5.2 |
9
(3) | Represents the sum of other revenues, other expenses and impairment loss on insurance receivables. |
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Other revenues | 1.0 | 0.1 | ||||||
Other expenses | (1.5 | ) | (0.6 | ) | ||||
Impairment loss on insurance receivables | (1.1 | ) | (2.1 | ) | ||||
Other income (expenses) | $ | (1.6 | ) | $ | (2.6 | ) |
Six months ended June 30, 2021 compared to six months ended June 30, 2020 (Consolidated)
Gross written premiums
Gross written premiums increased 12.8% from $236.5 million in the six months ended June 30, 2020 to $266.8 million in the six months ended June 30, 2021. This was primarily due to 16.3% growth (or $14.2 million) in the specialty long-tail segment, an increase of 9.4% (or $13.0 million) in the specialty short-tail segment and 27.0% growth (or $3.1 million) in the reinsurance segment. The increase in gross written premiums was the result of growth in gross written premiums across all classes of business except marine liability and property. The increase was attributed to new business generation coupled with an increase in renewal premium rates. The following table sets out the contribution of each line of business to IGI’s gross written premiums during the periods indicated:
Six months ended
June 30, |
||||||||||||
2021 | 2020 | Change | ||||||||||
($) in millions | (%) | |||||||||||
Specialty Long-tail | ||||||||||||
Casualty | $ | 79.3 | $ | 65.3 | 21.4 | % | ||||||
Financial Institutions | 15.0 | 14.3 | 4.9 | % | ||||||||
Marine Liability | 2.2 | 3.3 | (33.3 | )% | ||||||||
Inherent Defects Insurance | 4.8 | 4.2 | 14.3 | % | ||||||||
Specialty Short-tail | ||||||||||||
Energy | 62.3 | 60.8 | 2.5 | % | ||||||||
Property | 39.3 | 40.4 | (2.7 | )% | ||||||||
Construction and Engineering | 16.6 | 8.6 | 93.0 | % | ||||||||
Political Violence | 4.5 | 4.1 | 9.8 | % | ||||||||
Ports and Terminals | 15.1 | 14.1 | 7.1 | % | ||||||||
General Aviation | 10.3 | 9.9 | 4.0 | % | ||||||||
Marine Cargo | 2.8 | - | 100.0 | % | ||||||||
Reinsurance | ||||||||||||
Treaty Reinsurance | 14.6 | 11.5 | 27.0 | % | ||||||||
Total Gross Written Premiums | $ | 266.8 | $ | 236.5 | 12.8 | % |
Reinsurers’ share of insurance premiums
Reinsurers’ share of insurance premiums increased 21.5% from $65.9 million in the six months ended June 30, 2020 to $80.1 million in the six months ended June 30, 2021. The increase in reinsurers’ share of insurance premiums was primarily due to an increase of 55.9% in quota share (“QS”) premiums in the six months ended June 30, 2021. This was primarily due to the introduction of a new PI and D&O QS treaty (with a 20.0% cession for each subclass) in the first quarter of 2021 under the casualty line of our long-tail segment. In addition, the QS cession for one of the big facilities under the PI subclass was increased from 50.0% to 60.0% starting in August 2020. The remaining increase in the casualty QS was a result of premium growth under ATE sub-class of legal expenses which has 50.0% quota share cession. The residual growth in quota share premiums was primarily recorded in the engineering and ports and terminals lines of business within the specialty short-tail segment, which corresponded to an increase in the gross written premiums under these lines. A residual increase was recorded in nonproportional premiums of 12.8% in line with growth in gross written premiums within the specialty short-tail segment lines of business which are protected under our group non-proportional reinsurance treaties.
10
Net change in unearned premiums
Net change in unearned premiums decreased 45.1% from $34.4 million in the six months ended June 30, 2020 to $18.9 million in the six months ended June 30, 2021. Although net written premiums increased by 12.8% during the six months ended June 30, 2021 compared to the equivalent period in the prior year, the net change in unearned premiums decreased by $15.5 million. The decrease in net change in unearned premiums primarily occurred in the long-tail segment as a result of the greater proportion of premiums written in the PI sub-class (the biggest sub-class in the casualty line of business) in the six months ended June 30, 2020 compared to the six months ended June 30, 2021. The decrease is also attributed to new PI and D&O sub-classes QS treaty which started in January 2021 which caused higher unearned premium on outward reinsurance and accordingly reduced the net unearned premiums charge in the six months ended June 30, 2021.
Net premiums earned
As a result of the foregoing, net premiums earned increased 23.2% from $136.2 million in the six months ended June 30, 2020 to $167.8 million in the six months ended June 30, 2021. This was primarily due to the increase in net written premiums.
Net claims and claim adjustment expenses
Gross claims and claim adjustment expenses increased 8.5% from $94.6 million in the six months ended June 30, 2020 to $102.7 million in the six months ended June 30, 2021, and reinsurers’ share of claims decreased 57.4% from $30.3 million in the six months ended June 30, 2020 to $12.9 million in the six months ended June 30, 2021. As a result, net claims and claim adjustment expenses increased 39.7% from $64.3 million in the six months ended June 30, 2020 to $89.9 million in the six months ended June 30, 2021. This was primarily due to the decrease in incurred claims recoveries from $20.3 million in the six months ended June 30, 2020 to $2.6 million in the six months ended June 30, 2021. This was primarily due to the increase in net claims expenses under the short-tail segment because of (1) the reduction in outstanding recoveries of $7.9 million for a 2018 accident year claim in the engineering class as a result of the resolution of outward reinsurance matters under arbitration and (2) the increase in 2017 net catastrophe claims by $1.3 million under the property line of business.
IGI’s overall net claims and claim expense ratio increased by 6.3 percentage points from 47.2% for the six months ended June 30, 2020 to 53.5% for the six months ended June 30, 2021. This increase was primarily driven by the decrease in favorable development on loss reserves from prior accident years which was $3.3 million or 2.0 points for the six months ended June 30, 2021, compared to favorable development of $11.2 million or 8.2 points for the six months ended June 30, 2020. The net claims and claim expense ratio excluding the impact of the favorable development on loss reserves from prior accident year would be 55.5% during the six months ended June 30, 2021 compared to 55.4% during the six months ended June 30, 2020.
The tables below outline incurred losses on catastrophe events in the six months ended June 30, 2021 and 2020.
For the
six months ended
June 30, 2021 |
||||||||
($) in millions |
Gross Incurred Amount |
Net
Incurred Amount |
||||||
Catastrophe Event | ||||||||
Windstorm URI | $ | 0.1 | $ | 0.1 | ||||
Other | 0.4 | 0.4 | ||||||
Provided during the year related to prior accident years | 15.1 | 12.4 | ||||||
Total | $ | 15.6 | $ | 12.9 |
11
For the six months ended
June 30, 2020 |
||||||||
($) in millions |
Gross Incurred Amount |
Net
Incurred Amount |
||||||
Catastrophe Event | ||||||||
Puerto Rico Earthquake | $ | 15.8 | $ | 0.5 | ||||
Cyclone Nisarga | 0.7 | 0.4 | ||||||
COVID-19 Losses | 0.4 | 0.4 | ||||||
Wyndham Flood | 0.3 | 0.3 | ||||||
Lotte Chemical Explosion | 0.2 | 0.2 | ||||||
Other | 0.9 | 0.8 | ||||||
Provided during the year related to prior accident years | 6.1 | 0.1 | ||||||
Total | $ | 12.1 | $ | 2.5 |
Net policy acquisition expenses
Net policy acquisition expenses increased 14.0% from $25.8 million in the six months ended June 30, 2020 to $29.4 million in the six months ended June 30, 2021. The net policy acquisition expense ratio for the six months ended June 30, 2020 was 19.0% compared to 17.5% for the six months ended June 30, 2021. Net policy acquisition expenses included a realized forex gain of $2.6 million upon the settlement of non-USD outstanding receivables in the six months ended June 30, 2021 compared to a $0.8 million realized forex loss in the six months ended June 30, 2020. Prior to the impact of the realized forex gain, the net policy acquisition expense ratio for six months ended June 30, 2021 was at 19.0% compared to 18.4% in the same period of 2020.
Net underwriting results
Due to the foregoing, our net underwriting results increased 5.4% from $46.1 million in the six months ended June 30, 2020 to $48.6 million in the six months ended June 30, 2021.
Total investment income, net
Total investment income, net increased 51.3% from $5.2 million in the six months ended June 30, 2020 to $7.9 million in the six months ended June 30, 2021. This was primarily due to a $2.3 million increase in interest income which was primarily driven by higher yields on fixed income securities, and a $0.3 million decrease in investment custodian fees and other investment expenses.
Realized gains on investments
Net realized gains on investments decreased from $1.5 million in the six months ended June 30, 2020 to $0.2 million in the six months ended June 30, 2021. The realized gain for the six months ended June 30, 2021 included a realized gain of $0.5 million on the disposal of equity securities, offset by a $0.3 million loss on maturity and call of fixed income securities. The realized gain for the six months ended June 30, 2020 included a realized gain of $1.6 million on the disposal of equity securities, offset by a $0.1 million loss on maturity and call of fixed income securities.
12
Unrealized gains (losses) on investments and Fair value losses on investment properties
Unrealized gains (losses) on investments and fair value losses on investment properties reflect a net gain of $1.3 million in the six months ended June 30, 2021 compared to net loss of $3.6 million in the six months ended June 30, 2020. This was primarily due to a mark to market revaluation gain of $2.1 million recorded on financial assets at fair value through profit and loss during the six months ended June 30, 2021 compared to a $2.9 million unrealized loss in the six months ended June 30, 2020. This was primarily caused by improved market conditions in the six months ended June 30, 2021 compared to market dislocation caused globally during the six months ended June 30, 2020 due to the COVID 19 outbreak. In addition, a fair value loss on investment properties of $0.8 million was recorded in the six months ended June 30, 2021 compared to a fair value loss of $0.7 million in the six months ended June 30, 2020.
Expected credit losses on investments
Expected credit losses on investments decreased from $0.1 million in the six months ended June 30, 2020 to $0.03 million in the six months ended June 30, 2021.
Share of profit (loss) from associates
Share of profit (loss) from associates increased from a loss of $0.4 million in the six months ended June 30, 2020 to a profit of $0.3 million in the six months ended June 30, 2021. This was primarily due to the positive impact on the Group’s share of associates net assets caused by a decline in their local functional currency against the U.S. Dollar.
General and administrative expenses
General and administrative expenses increased by 30.8% from $22.4 million in the six months ended June 30, 2020 to $29.3 million in the six months ended June 30, 2021. This was primarily due to an increase in human resource costs in connection with planned growth, and an increase in statutory, advisory and rating fees as a result of non-recurring legal expenses incurred for arbitration proceedings related to reinsurance matters. In addition, the increase in the GBP exchange rate against the US Dollar by 10.0% on comparative basis has resulted in higher US Dollar equivalent of GBP denominated expenses, primarily human resources costs.
Other income (expenses)
Other income (expenses) decreased from expense of $2.6 million in the six months ended June 30, 2020 to expense of $1.6 million in the six months ended June 30, 2021. This decrease was primarily due to a decrease in the impairment loss on insurance receivables of $1.0 million and an increase in other revenues of $0.9 million, which was offset by a $0.9 million increase in other expenses.
Loss on foreign exchange
Net loss on foreign exchange amounted to $3.2 million in the six months ended June 30, 2021 compared to a net loss of $8.7 million in the six months ended June 30, 2020. Loss in current period was primarily driven by currency revaluation recorded in Euro denominated cash, investments and insurance receivable balances against U.S. Dollar. Other major currencies, namely the Pound Sterling and Australian Dollar remained relatively flat at June 30, 2021 when compared with December 31, 2020, although there was some short-term volatility in these currencies against the U.S. Dollar during the six months ended June 30, 2021, resulting in a net foreign exchange revaluation loss in the Pound Sterling and Australian Dollar. The higher level of loss in the six months ended June 30, 2020 was driven by the weakening in all three of IGI’s other major operating currencies, notably the Pound Sterling, the Euro, and the Australian Dollar relative to the U.S. Dollar, at the start of the COVID-19 global pandemic in the first quarter of 2020.
13
Change in fair value of derivative financial liability
In response to the Securities and Exchange Commission (“SEC”) Staff Statement dated April 12, 2021, the Company reassessed its accounting treatment of warrants. After careful analysis, the Company concluded that its 17,250,000 warrants, should have been recorded as a derivative liability instead of equity with a value of $9.2 million at the closing of the business combination with Tiberius Acquisition Corp. (the “Business Combination”) and subsequently remeasured at fair value with the changes recorded in income. The Company has further evaluated the resulting misstatement and restated its comparative figures for the six months ended June 30, 2020. IGI has corrected the impact by recording the impact of the fair value gain of these warrants from the date of the closing of the Business Combination on March 17, 2020 through June 30, 2020 for a gain of $3.3 million under the line item ‘Change in fair value of derivative financial liability’ in the “Consolidated Statements of Income” and accordingly resulted in the fair value of the warrants being revalued at $5.9 million at June 30, 2020. Change in fair value of derivative financial liability decreased from a gain of $3.3 million in the six months ended June 30, 2020 to a loss of $3.8 million in the six months ended June 30, 2021 due to the decrease in the market fair value of the warrants.
Profit for the period
As a result of the foregoing, the profit after tax for the period increased from $14.5 million in the six months ended June 30, 2020 to $18.5 million in the six months ended June 30, 2021. The increase in net profit primarily resulted from the increase in net underwriting results and total investment income by $2.5 million and $7.1 million, respectively, in addition to the decrease in loss on foreign exchange of $5.5 million. This was offset by the increase in general and administrative expenses by $6.9 million.
Results of Operations — Specialty Long-tail Segment
The following table summarizes the results of operations of IGI’s specialty long-tail segment for the periods indicated:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Gross written premiums | $ | 101.3 | $ | 87.1 | ||||
Reinsurers’ share of insurance premiums | (26.9 | ) | (13.0 | ) | ||||
Net written premiums | $ | 74.4 | $ | 74.1 | ||||
Net change in unearned premiums | 8.3 | (9.1 | ) | |||||
Net premiums earned | $ | 82.7 | $ | 65.0 | ||||
Net claims and claim adjustment expenses | (46.2 | (32.4 | ) | |||||
Net policy acquisition expenses | (14.0 | (13.2 | ) | |||||
Net underwriting results | $ | 22.5 | $ | 19.4 | ||||
Net claims & claim expense ratio | 55.8 | % | 49.8 | |||||
Net policy acquisition expense ratio | 16.9 | % | 20.3 |
Gross written premiums
Gross written premiums in the specialty long-tail segment increased 16.3% from $87.1 million in the six months ended June 30, 2020 to $101.3 million in the six months ended June 30, 2021. Each of the lines of business in the specialty long-tail segment contributed to the growth in gross written premiums except for marine liability. The increase was primarily due to the positive rate movement in renewed business in our casualty line of business of approximately 36.0%. In particular, the Company’s professional indemnity and directors and officers product lines experienced growth of $10.6 million (22.5%) and $5.3 million (73.6%), respectively, in the six months ended June 30, 2021 compared to the equivalent period in 2020. The financial institutions line of business also experienced positive rate movement of 19.9% during the six months ended June 30, 2021, which contributed to the total increase in gross written premiums.
14
The breakdown of gross written premiums in the specialty long-tail segment by line of business is as follows:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Specialty Long-tail | ||||||||
Casualty | $ | 79.3 | $ | 65.3 | ||||
Financial Institutions | 15.0 | 14.3 | ||||||
Marine Liability | 2.2 | 3.3 | ||||||
Inherent Defects Insurance | 4.8 | 4.2 | ||||||
Total Gross Written Premiums | $ | 101.3 | $ | 87.1 |
Reinsurers’ share of insurance premiums
Reinsurers’ share of insurance premiums in the specialty long-tail segment increased from an expense of $13.0 million in the six months ended June 30, 2020 to an expense of $26.9 million in the six months ended June 30, 2021. The increase was primarily due to an increase of 55.9% in quota share (“QS”) premiums in the six months ended June 30, 2021 primarily due to the introduction of a new PI and director and officer QS treaty (with a 20.0% cession in each subclass) in the first quarter of 2021 under the casualty line of business in our long-tail segment. In addition, the QS cession for one of the big facilities under the PI subclass increased from 50.0% to 60.0% starting in August 2020. Remaining increase in casualty QS was a result of premium growth under ATE sub-class of legal expenses which has 50.0% quota share cession.
Net change in unearned premiums
Net change in unearned premiums in the specialty long-tail segment increased by 191.2% from an expense of $9.1 million in the six months ended June 30, 2020 to income of $8.3 million in the six months ended June 30, 2021. This was primarily driven by the greater proportion of premiums written in the PI sub-class in the six months ended June 30, 2020 compared to the six months ended June 30, 2021. The increase is also attributed to new PI and D&O sub-classes QS treaty which started in January 2021 which caused higher unearned premium on outward reinsurance and accordingly reduced the net unearned premiums charge in the six months ended June 30, 2021.
Net premiums earned
As a result of the foregoing, net premiums earned in the specialty long-tail segment increased 27.2% from $65.0 million in the six months ended June 30, 2020 to $82.7 million in the six months ended June 30, 2021.
Net claims and claim adjustment expenses
Net claims and claim adjustment expenses in the specialty long-tail segment increased by 42.6% from $32.4 million in the six months ended June 30, 2020 to $46.2 million in the six months ended June 30, 2021. This was primarily due to higher incurred losses coupled with an increase in our IBNR provision to reflect our growing casualty and financial institutions product lines during the six months ended June 30, 2021 as compared to the same period in 2020.
Net claims and claim expense ratios for the specialty long-tail segment by line of business were as follows:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Specialty Long-tail | ||||||||
Casualty | 56.3 | % | 55.3 | % | ||||
Financial Institutions | 46.3 | % | 32.0 | % | ||||
Marine Liability | 42.1 | % | 3.9 | % | ||||
Inherent Defects Insurance | 293.8 | % | 63.9 | % | ||||
Total | 55.8 | % | 49.8 | % |
The net claims and claim expense ratios in the casualty line of business were 55.3% and 56.3% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the slight increase in the ratio from 55.3% to 56.3% was primarily driven by the increase in net incurred claims related to the 2020 accident year under the PI sub-class.
15
The net claims and claim expense ratios in the financial institutions line of business were 32.0% and 46.3% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the increase in the ratio from 32.0% to 46.3% was primarily driven by building up an appropriate IBNR provision for the 2021 accident year per actuarial best estimate of ultimate loss as of June 30, 2021. This led to an incremental IBNR provision of $3.8 million in the six months ended June 30, 2021 compared to the same period of 2020.
The net claims and claim expense ratios in the marine liability line of business were 3.9% and 42.1% in the six months ended June 30, 2020 and 2021, respectively. The volume of business written in the marine liability line of business is small and the variations in results correspond to a small number of claims arising (or not arising) during each period and the degree of successful challenge and/or subrogation of these claims.
The net claims and claim expense ratios in the inherent defects insurance line of business were 63.9% and 293.8% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the increase in the ratio from 63.9% to 293.8% was primarily driven by the deterioration in the actuarial best estimate of ultimate loss of prior period losses by 23.1%.
Net policy acquisition expenses
Net policy acquisition expenses in the specialty long-tail segment increased by 6.1% from $13.2 million in the six months ended June 30, 2020 to $14.0 million in the six months ended June 30, 2021. The net policy acquisition expense ratio for the six months ended June 30, 2021 was 16.9% compared to 20.3% for the six months ended June 30, 2020.
Results of Operations — Specialty Short-tail Segment
The following table summarizes the results of operations of IGI’s specialty short-tail segment for the periods indicated:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Gross written premiums | $ | 150.9 | $ | 137.9 | ||||
Reinsurers’ share of insurance premiums | (53.2 | ) | (52.9 | ) | ||||
Net written premiums | $ | 97.7 | $ | 85.0 | ||||
Change in unearned premiums | (23.9 | ) | (22.2 | ) | ||||
Net premiums earned | $ | 73.8 | $ | 62.8 | ||||
Net claims and claim adjustment expenses | (36.7 | ) | (30.2 | ) | ||||
Net policy acquisition expenses | (13.6 | ) | (11.2 | ) | ||||
Net underwriting results | $ | 23.5 | $ | 21.4 | ||||
Net claims & claim expense ratio | 49.7 | % | 48.1 | |||||
Net policy acquisition expense ratio | 18.4 | % | 17.8 | % |
Gross written premiums
Gross written premiums in the specialty short-tail segment increased by 9.4% from $137.9 million in the six months ended June 30, 2020 to $150.9 million in the six months ended June 30, 2021. Each of our lines of business in this segment, other than the property line, contributed to growth in the segment’s gross written premiums during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. The increase in gross written premiums was principally due to the following:
● | Gross written premiums in the energy line of business increased by 2.5% from $60.8 million in the six months ended June 30, 2020 to $62.3 million in the six months ended June 30, 2021. This increase was primarily due to the positive rate movements in the upstream and downstream lines of business of 4.3% and 3.6%, respectively. |
● | Gross written premiums in the property line of business decreased by 2.7% from $40.4 million in the six months ended June 30, 2020 to $39.3 million in the six months ended June 30, 2021. This was primarily due to the decrease in new business by $3.1 million in the six months ended June 30, 2021 compared to the six months ended June 30, 2020, despite the positive rate movement of 10.0%. |
16
● | Gross written premiums in the construction and engineering line of business increased by 93.0% from $8.6 million in the six months ended June 30, 2020 to $16.6 million in the six months ended June 30, 2021. This was primarily due to the increase in new business by $7.0 million during the six months ended June 30, 2021 compared to the six months ended June 30, 2020. |
● | Gross written premiums in the political violence line of business increased by 9.8% from $4.1 million in the six months ended June 30, 2020 to $4.5 million in the six months ended June 30, 2021. This was primarily due to the increase in new business by $0.8 million during the six months ended June 30, 2021 compared to the six months ended June 30, 2020. |
● | Gross written premiums in the ports and terminals line of business increased by 7.1% from $14.1 million in the six months ended June 30, 2020 to $15.1 million in the six months ended June 30, 2021. This was primarily due to the positive rate movement of 14.0% during the six months ended June 30, 2021. |
● | Gross written premiums in the general aviation line of business increased by 4.0% from $9.9 million in the six months ended June 30, 2020 to $10.3 million in the six months ended June 30, 2021. This was primarily due to the positive rate movement of 19.9% during the six months ended June 30, 2021. |
The breakdown of gross written premiums in the specialty short-tail segment by line of business is as follows:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Specialty Short-tail | ||||||||
Energy | $ | 62.3 | $ | 60.8 | ||||
Property | 39.3 | 40.4 | ||||||
Construction & Engineering | 16.6 | 8.6 | ||||||
Political Violence | 4.5 | 4.1 | ||||||
Ports & Terminals | 15.1 | 14.1 | ||||||
General Aviation | 10.3 | 9.9 | ||||||
Marine Cargo | 2.8 | - | ||||||
Total Gross Written Premiums | $ | 150.9 | $ | 137.9 |
Reinsurers’ share of insurance premiums
Reinsurance premiums ceded in the specialty short-tail segment increased by 0.6% from $52.9 million in the six months ended June 30, 2020 to $53.2 million in the six months ended June 30, 2021. This slight increase was primarily due to (1) an increase in the non-proportional reinsurance premium under the energy, property, ports and terminals, political violence and marine cargo lines of business and (2) an increase in facultative reinsurance purchases under the energy line of business offset by a decrease under the property line of business.
17
Net change in unearned premiums
Net change in unearned premiums increased from a change of $22.2 million in the six months ended June 30, 2020 to a change of $23.9 million in the six months ended June 30, 2021. The increase was due to an overall increase in net written premiums of $12.7 million in the specialty short-tail segment during the six months ended June 30, 2021 compared to the six months ended June 30, 2020.
Net premiums earned
As a result of the foregoing, net premiums earned in the specialty short-tail segment increased by 17.5% from $62.8 million in the six months ended June 30, 2020 to $73.8 million in the six months ended June 30, 2021.
Net claims and claim adjustment expenses
Net claims and claim adjustment expenses in the specialty short-tail segment increased by 21.5% from $30.2 million in the six months ended June 30, 2020 to $36.7 million in the six months ended June 30, 2021. This was primarily due to the increase in net claims expenses under the short-tail segment because of (1) the reduction in outstanding recoveries of $7.9 million for a 2018 accident year claim under the engineering class as a result of the resolution of the outward reinsurance matters under arbitration and (2) the increase in 2017 net catastrophe claims by $1.3 million under the property line of business.
The overall net claims and claim expense ratio for the specialty short-tail segment increased by 1.6 percentage points to 49.7% for the six months ended June 30, 2021 as compared to 48.1% during the six months ended June 30, 2020.
Net claims and claim expense ratios for the specialty short-tail segment by line of business were as follows:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Specialty Short-tail | ||||||||
Energy | 51.8 | % | 39.4 | % | ||||
Property | 16.2 | % | 57.1 | % | ||||
Construction and Engineering | 138.8 | % | 78.8 | % | ||||
Political Violence | 13.5 | )% | (15.8 | % | ||||
Ports and Terminals | 45.0 | % | 58.5 | % | ||||
General Aviation | 46.0 | % | 43.3 | % | ||||
Marine Cargo | 33.9 | % | 473.8 | % | ||||
Total | 49.7 | % | 48.1 | % |
In the specialty short-tail segment, overall changes in the net claims and claim expense ratios were driven primarily by higher incurred losses recorded under our energy, construction and engineering and general aviation lines of business.
The net claims and claim expense ratios in the energy line of business were 39.4% and 51.8% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the increase in the ratio from 39.4% to 51.8% was primarily driven by the increase in net incurred claims of 2018 and 2020 accident years under the downstream energy line of business.
The net claims and claim expense ratios in the property line of business were 57.1% and 16.2% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the decrease in the ratio from 57.1% to 16.2% was primarily driven by the reduction in the actuarial best estimate of ultimate loss of 2.3% for year ended 2020 and prior years.
18
The net claims and claim expense ratios in the construction and engineering line of business were 78.8% and 138.8% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the increase in the ratio from 78.8% to 138.8% was primarily driven by the reduction in outstanding recoveries of $7.9 million for a 2018 accident year claim under the engineering class as a result of the resolution of the outward reinsurance matters under arbitration.
The net claims and claim expense ratios in the political violence line of business were (15.8)% and 13.5% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the increase in the ratio from (15.8)% to 13.5% was primarily driven by the increase in net incurred claims of the 2018 and 2020 accident years.
The net claims and claim expense ratios in the ports and terminals line of business were 58.5% and 45.0% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the decrease in the ratio from 58.5% to 45.0% was primarily driven by the decrease in net claims and claim adjustment expenses of $1.1 million, which was caused by building up an appropriate IBNR provision for the 2021 accident year per actuarial best estimate of losses which led to an incremental IBNR provision of $3.5 million in the six months ended June 30, 2021 compared to the same period of 2020.
The net claims and claim expense ratios in the general aviation line of business were 43.3% and 46.0% in the six months ended June 30, 2020 and 2021, respectively. During the six months ended June 30, 2021, the increase in the ratio from 43.3% to 46.0% was primarily driven by the increase in net incurred claims of the 2019 and 2020 accident years.
The net claims and claims expense ratios in the marine cargo line of business were 473.8% and 33.9% in the six months ended June 30, 2020 and 2021, respectively. The volume of business written in the marine cargo line of business is small and the variations in results correspond to a small number of claims arising (or not arising) during each year and the degree of successful challenge and/or subrogation of these claims.
Net policy acquisition expenses
Net policy acquisition expenses in the specialty short-tail segment increased by 21.4% from $11.2 million in the six months ended June 30, 2020 to $13.6 million in the six months ended June 30, 2021. The net policy acquisition expense ratio for the six months ended June 30, 2021 was 18.4% compared to 17.8% in the six months ended June 30, 2020.
Results of Operations — Reinsurance Segment
The following table summarizes the results of operations of IGI’s reinsurance segment for the periods indicated:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Gross written premiums | $ | 14.6 | $ | 11.5 | ||||
Reinsurers’ share of insurance premiums | — | — | ||||||
Net written premiums | $ | 14.6 | $ | 11.5 | ||||
Change in unearned premiums | (3.3 | ) | (3.1 | ) | ||||
Net premiums earned | $ | 11.3 | $ | 8.4 | ||||
Net claims and claim adjustment expenses | (6.9 | ) | (1.7 | ) | ||||
Net policy acquisition expenses | (1.8 | ) | (1.4 | ) | ||||
Net underwriting results | $ | 2.6 | $ | 5.3 | ||||
Net claims & claim expense ratio | 61.1 | % | 20.2 | % | ||||
Net policy acquisition expense ratio | 15.9 | % | 16.7 | % |
19
Gross written premiums
Gross written premiums in the reinsurance segment increased 27.0% from $11.5 million in the six months ended June 30, 2020 to $14.6 million in the six months ended June 30, 2021.
Net change in unearned premiums
Net change in unearned premiums in the reinsurance segment increased from $3.1 million in the six months ended June 30, 2020 to $3.3 million in the six months ended June 30, 2021. The increase was due to the growth in overall written premiums.
Net premiums earned
As a result of the foregoing, net premiums earned in the reinsurance segment increased 34.5% from $8.4 million in the six months ended June 30, 2020 to $11.3 million in the six months ended June 30, 2021.
Net claims and claim adjustment expenses
Net claims and claim adjustment expenses in the reinsurance segment increased 305.9% from $1.7 million in the six months ended June 30, 2020 to $6.9 million in the six months ended June 30, 2021. This was primarily driven by building up an appropriate IBNR provision for the 2021 accident year per the actuarial best estimate of ultimate loss as of June 30, 2021. This led to an incremental IBNR provision of $2.0 million in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.
Net policy acquisition expenses
Net policy acquisition expenses in the reinsurance segment increased by 28.6% from $1.4 million in the six months ended June 30, 2020 to $1.8 million in the six months ended June 30, 2021. The net policy acquisition expense ratio for the six months ended June 30, 2021 was 15.9% compared to 16.7% for the six months ended June 30, 2020.
Liquidity and Capital Resources
Our principal sources of capital are equity and external reinsurance. The principal sources of funds for our operations are insurance and reinsurance premiums and investment returns. The principal uses of our funds are to pay claims benefits, related expenses, other operating costs and dividends to shareholders.
We have not historically incurred debt. As of June 30, 2021, we had $9.2 million of letters of credit outstanding to the order of reinsurance companies for collateralizing insurance contract liabilities in accordance with reinsurance arrangements. In addition, as of June 30, 2021 we had outstanding an approximately $0.3 million letter of guarantee for the benefit of Friends Provident Life Assurance Limited for collateralizing IGI’s rent payment obligation for one of its offices.
We have historically paid regular dividends to our shareholders. In August 2018 IGI declared a dividend of $0.03 per share. In August 2018, March 2019, August 2019, August 2020 and March 2021, we declared dividends of $0.03, $0.04, $0.04, $0.09 and $0.17 per share, respectively. The issuance of dividends is subject to the discretion of our Board of Directors. The Board’s evaluation with respect to the payment of dividends will depend on numerous factors, including our results, market conditions, regulatory requirements, contractual obligations, legal restrictions and other factors deemed relevant by the Board of Directors.
Our overall capital requirements are based on regulatory capital adequacy and solvency margins and ratios imposed by the Bermuda Monetary Authority and by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority of the Bank of England (PRA) in the United Kingdom. In addition, we set our own internal capital policies. Our overall capital requirements can be impacted by a variety of factors including economic conditions, business mix, the composition of our investment portfolio, year-to-year movements in net reserves, our reinsurance program and regulatory requirements.
20
Capital position
We are a holding company with no direct source of operating income. We are therefore dependent on our capital raising abilities and dividend payments from our subsidiaries. The ability of our subsidiaries to distribute cash to us to pay dividends is limited by regulatory capital requirements.
Our operations generate cash flow as a result of the receipt of premiums in advance of the time when claim payments are required. Net cash from operating activities, together with other available sources of liquidity, historically has enabled us to meet our long-term liquidity requirements. We expect that net cash from operating activities will enable us to meet our long-term liquidity requirements for at least the next 12 months.
We target a solvency ratio of more than 120% of the group capital requirement to ensure capital strength, enable opportunistic growth and support a stable dividend policy.
Cash flows
There are three main sources of cash flows for IGI: operating activities, investing activities and financing activities. The movement in net cash provided by or used in operating, investing and financing activities and the effect of foreign currency rate changes on cash and cash equivalents is provided in the following table:
Six months ended
June 30, |
||||||||
2021 | 2020 | |||||||
($) in millions | ||||||||
Net cash flows (used in) from operating activities after tax | $ | 58.9 | $ | (53.1 | ) | |||
Net cash flows used in investing activities | (1.8 | ) | (0.1 | ) | ||||
Net cash flows from (used in) financing activities | (8.6 | ) | 40.5 | |||||
Change in cash and cash equivalent | 48.5 | (12.8 | ) | |||||
Effect of foreign currency rate changes on cash and cash equivalents | (1.8 | ) | (6.0 | ) | ||||
Net change in cash and cash equivalents | $ | 46.7 | $ | (18.8 | ) |
Net cash flows (used in) from operating activities after tax
Net cash flows from operating activities increased by 210.9% from a net cash outflow of $53.1 million in the six months ended June 30, 2020 to a net cash inflow of $58.9 million in the six months ended June 30, 2021. Net cash inflow for the six months ended June 30, 2021 consisted of $90.1 million generated from operations, reduced by the $31.2 million deployment in investments, net of sale proceeds including term deposits. Net cash inflow for the year ended June 30, 2020 consisted of $47.9 million generated from operations, significantly reduced by the $101.0 million deployment in investments, net of sale proceeds including term deposits.
Net cash flows used in investing activities
Net cash used in investing activities decreased from a net cash outflow of $0.1 million in the six months ended June 30, 2020 to a net cash outflow of $1.8 million in the six months ended June 30, 2021, primarily due to purchases of intangible assets of $ 1.4 million during the six months ended June 30, 2021.
Net cash flows from (used in) financing activities
Net cash flows from (used in) financing activities decreased by 121.2% from net cash inflow of $40.5 million in the six months ended June 30, 2020 to net cash outflow of $8.6 million in the six months ended June 30, 2021. The cash inflow from financing activities in the six months ended June 30, 2021 reflected a dividend payment of $8.3 million. The cash inflow from financing activities in the six months ended June 30, 2020 reflected a cash injection of $40.8 million from the business combination with Tiberius Acquisition Corporation, reduced by a lease liability payment of $0.3 million.
Trend Information
Other than as disclosed elsewhere in this “Management’s Discussion and Analysis,” we are not aware of any trends, uncertainties, demands, commitments or events for the current fiscal year that will have a material effect on our net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
21
Investments
Our primary investment objectives are to maintain liquidity, preserve capital and generate a stable level of investment income. We purchase securities that we believe are attractive on a relative value basis and seek to generate returns in excess of predetermined benchmarks. Our investment strategy has historically been established by our investment team and has historically been approved by our Board of Directors. The strategy is comprised of high-level objectives and prescribed investment guidelines which govern asset allocation. In accordance with our investment guidelines, we maintain certain minimum thresholds of cash, short-term investments, and highly-rated fixed maturity securities relative to our consolidated net reserves and estimates of probable maximum loss exposures at the 1 in 100 year threshold to provide necessary liquidity in a wide range of reasonable scenarios. As such, we structure our managed cash and investment portfolio to support policyholder reserves and contingent risk exposures with a liquid portfolio of high quality fixed-income investments with a comparable duration profile.
We manage most of our investment portfolio in-house, with the exception of approximately $20.7 million which is managed by a third party investment advisor. Our investment team is responsible for implementing the investment strategy as set by the investment committee of the Board of Directors and routinely monitors the portfolio to ensure that these parameters are met.
The fair value of our investments, cash and cash equivalents and restricted cash as of December 31, 2020 and June 30, 2021 was as follows:
Fair Value | ||||||||
Asset Description |
June 30,
2021 |
December 31,
2020 |
||||||
($) in millions | ||||||||
Fixed income securities | $ | 406.6 | $ | 393.6 | ||||
Fixed and call deposits | 247.8 | 205.3 | ||||||
Cash at banks and held with investment managers | 118.1 | 100.3 | ||||||
Equities | 38.7 | 34.7 | ||||||
Real estate | 30.6 | 31.6 | ||||||
Alternative funds | 11.2 | 9.8 | ||||||
Total | $ | 853.0 | $ | 775.3 |
The following table shows the distribution of bonds and debt securities with fixed interest rates according to the international rating agencies’ classifications as of June 30, 2021:
Rating Grade | Bonds |
Unquoted
Bonds |
Total | |||||||||
($) in millions | ||||||||||||
A | $ | 15.2 | - | $ | 15.2 | |||||||
A- | 23.2 | - | 23.2 | |||||||||
A+ | 4.8 | - | 4.8 | |||||||||
A1 | 37.7 | - | 37.7 | |||||||||
A2 | 49.7 | - | 49.7 | |||||||||
A3 | 63.8 | - | 63.8 | |||||||||
AA+ | 1.5 | - | 1.5 | |||||||||
Aa1 | 1.2 | - | 1.2 | |||||||||
Aa2 | 8.1 | - | 8.1 | |||||||||
Aa3 | 16.0 | - | 16.0 | |||||||||
Aaa | 30.3 | - | 30.3 | |||||||||
B+ | 0.2 | - | 0.2 | |||||||||
Ba1 | 4.0 | - | 4.0 | |||||||||
Ba2 | 3.2 | - | 3.2 | |||||||||
Ba3 | 1.1 | - | 1.1 | |||||||||
Baa1 | 34.2 | - | 34.2 | |||||||||
Baa2 | 50.0 | - | 50.0 | |||||||||
Baa3 | 29.8 | - | 29.8 | |||||||||
BBB | 11.8 | - | 11.8 | |||||||||
BBB- | 5.5 | - | 5.5 | |||||||||
BBB+ | 11.3 | - | 11.3 | |||||||||
NR | 1.4 | 2.6 | 4.0 | |||||||||
Total | $ | 404.0 | $ | 2.6 | $ | 406.6 |
22
The following table shows the distribution of bonds and debt securities with fixed interest rates according to the international rating agencies’ classifications as of December 31, 2020:
Rating Grade | Bonds |
Unquoted
Bonds |
Total | |||||||||
($) in millions | ||||||||||||
A | $ | 41.4 | — | $ | 41.4 | |||||||
A- | 43.2 | — | 43.2 | |||||||||
A+ | 12.3 | — | 12.3 | |||||||||
A1 | 13.7 | — | 13.7 | |||||||||
A2 | 32.8 | — | 32.8 | |||||||||
A3 | 47.7 | — | 47.7 | |||||||||
AA | 2.2 | — | 2.2 | |||||||||
AA- | 2.0 | — | 2.0 | |||||||||
AA+ | 2.0 | — | 2.0 | |||||||||
Aa1 | 1.8 | — | 1.8 | |||||||||
Aa2 | 5.7 | — | 5.7 | |||||||||
Aa3 | 15.6 | — | 15.6 | |||||||||
AAA | 44.6 | — | 44.6 | |||||||||
B+ | 0.2 | — | 0.2 | |||||||||
Ba1 | 4.5 | — | 4.5 | |||||||||
Ba2 | 2.2 | — | 2.2 | |||||||||
Ba3 | 1.1 | — | 1.1 | |||||||||
Baa1 | 8.6 | — | 8.6 | |||||||||
Baa2 | 20.6 | — | 20.6 | |||||||||
Baa3 | 7.6 | — | 7.6 | |||||||||
BB+ | 1.4 | — | 1.4 | |||||||||
BBB | 32.9 | — | 32.9 | |||||||||
BBB- | 10.1 | — | 10.1 | |||||||||
BBB+ | 35.2 | — | 35.2 | |||||||||
Not Rated | 1.5 | 2.7 | 4.2 | |||||||||
Total | $ | 390.9 | $ | 2.7 | $ | 393.6 |
The following table summarizes our investment results as of December 31, 2018, 2019 and 2020 and as of June 30, 2020 and 2021:
As of December 31, | As of June 31, | |||||||||||||||||||
2020 | 2019 | 2018 | 2021 | 2020 | ||||||||||||||||
($) in millions, unless otherwise specified | ||||||||||||||||||||
Average investments, at cost (1) | $ | 667.0 | $ | 543.4 | $ | 481.3 | $ | 787.2 | $ | 633.2 | ||||||||||
Total investment income (2) | $ | 8.5 | $ | 13.0 | $ | 9.4 | 9.7 | 2.6 | ||||||||||||
Percent earned on average investments (3) | 1.3 | % | 2.4 | % | 2.0 | % | 2.5 | % | 0.8 | % | ||||||||||
Minus Realized gains on investments (4) | 1.2 | 0.3 | 1.3 | 0.2 | 1.5 | |||||||||||||||
Minus Realized gain (loss) on investment properties | (0.2 | ) | 0.7 | — | — | — | ||||||||||||||
Minus Unrealized gains/(losses) on investments (5) | (0.2 | ) | 1.6 | (0.9 | ) | 2.1 | ) | (2.9 | ||||||||||||
Minus Fair value gain (loss) on investment properties | (2.0 | ) | (0.3 | ) | 0.1 | (0.8 | ) | (0.7 | ) | |||||||||||
Minus Expected credit losses on investments (6) | (0.3 | ) | — | — | — | (0.1 | ) | |||||||||||||
Minus Share of (profit) loss from associates | (1.5 | ) | (0.4 | ) | (0.9 | ) | 0.3 | (0.4 | ) | |||||||||||
Total investment income, net (7)(9) | $ | 11.5 | $ | 11.1 | $ | 9.8 | $ | 7.9 | $ | 5.2 | ||||||||||
Investment yield (8)(9) | 1.7 | % | 2.0 | % | 2.0 | % | 2.0 | % | 1.6 | % |
(1) | Includes investments, investment properties, investments in associates, cash and bank balances and term deposits. 2018 and 2019 comparatives previously did not include cash and bank balances but they are included here in 2018 and 2019 to conform to the current year’s presentation. |
(2) | Total investment income is comprised of income from interest, dividends, gains and losses from investments and investment properties, change in the unrealized investment gains/losses, fair value gains/losses on investment property, share of profit from associate companies in the business of commercial leasing, impairments and expected credit losses on investments and investment custodian fees and other investment expenses. |
23
(3) | Reflects total investment income divided by average investments at cost. As a result of note (1), the amounts earned on average investments as previously reported has been adjusted as follows: |
Description |
2019 as
reported |
2019
Adjusted |
2018 as
reported |
2018
Adjusted |
||||||||||||
Average investments, at cost | $ | 418.3 | $ | 543.4 | $ | 407.8 | $ | 481.3 | ||||||||
Total investment income | $ | 13.0 | $ | 13.0 | $ | 9.4 | $ | 9.4 | ||||||||
Percent earned on average investments | 3.1 | % | 2.4 | % | 2.3 | % | 2.0 | % |
(4) | Net realized gains and losses on investments is comprised of realized gains and losses on the sale of bonds at fair value through other comprehensive income, plus fair value changes of financial assets at fair value through profit and loss. |
(5) | Unrealized gains (losses) on investments includes unrealized losses on revaluation of financial assets at fair value through profit and loss. |
(6) | Expected credit losses on investments include an allowance for expected credit losses (ECLs) for debt instruments not held at fair value through profit or loss. |
(7) | Represents net investment income and share of profit (loss) from associates, net of (1) net realized gains (losses) on investments, (2) realized gains (losses) on investment properties, (3) unrealized gains (losses) on investments, (4) fair value gains (losses) on investment properties, (5) expected credit losses on investments, and (6) share of profit (loss) from associates. |
(8) | Represents total investment income, net divided by average investments at cost. |
(9) | This data has been adjusted as follows: |
Description |
Total
investment income, net |
Average
investments, at cost |
Investment
yield |
|||||||||
2018 as reported | $ | 9.1 | $ | 407.8 | 2.2 | % | ||||||
Minus: Share of loss from associates | $ | (0.9 | ) | - | - | |||||||
2018 Adjusted | $ | 9.8 | $ | 481.3 | 2.0 | % | ||||||
2019 as reported | $ | 10.7 | $ | 418.3 | 2.6 | % | ||||||
Minus: Share of loss from associates | $ | (0.4 | ) | - | - | |||||||
2019 Adjusted | $ | 11.1 | $ | 543.4 | 2.0 | % |
24
For comparison, the following are the coupon returns for the Barclays U.S. Aggregate Bond Index and the dividend returns for the S&P 500® Index:
As of December 31, |
As of
June 30, |
|||||||||||||||
2020 | 2019 | 2018 | 2021 | |||||||||||||
Barclays U.S. Aggregate Bond Index | 2.8 | % | 3.2 | % | 3.0 | % | 2.6 | % | ||||||||
S&P 500® Index (dividend return) | 1.5 | % | 2.6 | % | 2.4 | % | 1.4 | % |
The cost or amortized cost and carrying value of our fixed-maturity investments as of June 30, 2021 is presented below by contractual maturity. Actual maturities could differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties.
As of
June 30, 2021 |
||||||||
Cost | Carrying Value | |||||||
($) in millions | ||||||||
2021 | 55.0 | 55.9 | ||||||
2022 | 44.7 | 45.5 | ||||||
2023 | 25.0 | 25.9 | ||||||
2024 | 44.4 | 45.6 | ||||||
2025 | 69.3 | 70.7 | ||||||
2026 | 42.3 | 43.9 | ||||||
2027 | 17.2 | 18.6 | ||||||
2028 | 22.9 | 24.0 | ||||||
2029 | 24.2 | 24.7 | ||||||
2030 | 6.1 | 6.3 | ||||||
2031 | 8.9 | 8.8 | ||||||
2033 | 0.1 | 0.1 | ||||||
2055 | 3.8 | 4.6 | ||||||
2059 | 0.5 | 0.5 | ||||||
2060 | 10.0 | 10.7 | ||||||
2061 | 10.6 | 11.0 | ||||||
2070 | 5.3 | 5.8 | ||||||
2090 | 1.9 | 2.0 | ||||||
2100 | 2.0 | 2.0 | ||||||
Total | $ | 394.2 | $ | 406.6 |
* | There are no investments with contractual maturities in the years not mentioned in the schedule above. |
The cost or amortized cost and carrying value of our fixed-maturity investments as of December 31, 2020 is presented below by contractual maturity. Actual maturities could differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties.
As of
December 31, 2020 |
||||||||
Cost | Carrying Value | |||||||
($) in millions | ||||||||
2020 | 1.5 | 1.8 | ||||||
2021 | 104.4 | 105.3 | ||||||
2022 | 48.6 | 50.4 | ||||||
2023 | 26.0 | 26.8 | ||||||
2024 | 34.0 | 35.6 | ||||||
2025 | 76.6 | 79.9 | ||||||
2026 | 19.9 | 22.0 | ||||||
2027 | 16.9 | 18.5 | ||||||
2028 | 16.0 | 17.3 | ||||||
2029 | 20.8 | 22.0 | ||||||
2030 | 8.6 | 9.0 | ||||||
2033 | 0.1 | 0.1 | ||||||
2035 | 3.8 | 4.8 | ||||||
Total | $ | 377.1 | $ | 393.6 |
* | There are no investments with contractual maturities of 2031, 2032 or 2034. |
25
Reinsurance
We follow customary industry practice of reinsuring a portion of our exposures in exchange for paying reinsurers a part of the premiums received on the policies we write. Our reinsurance program enhances the quality of our core operations by reducing exposure to potential catastrophe and other high severity losses, limiting volatility in underwriting performance, and providing us with greater visibility into our future earnings. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer liable to the insurer to the extent of the reinsurance coverage. We monitor the financial condition of our reinsurers and place our coverages only with generally financially sound carriers. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature of loss. Our reinsurance purchases include the following:
● | Property reinsurance treaties — We purchase property reinsurance to reduce our exposure to large individual property losses and catastrophe events. The following is a summary of significant property reinsurance treaties in effect as of July 1, 2021. Our property per risk reinsurance generally covers losses between an average entry point in excess of $8.1 million up to $35.0 million PML. PML error is purchased beyond this limit for a further $47.5 million. Our catastrophe reinsurance purchase is $80.0 million with a reinstatable limit above an entry point of $9.25 million. |
● | Casualty reinsurance treaties — We purchase casualty reinsurance to reduce our exposure to large losses. A significant treaty is in effect as of January 1, 2021 providing us with two layers of protection. The 1st layer provides coverage for losses in excess of $2.5 million and is 35% placed, whilst the 2nd layer provides coverage for losses in excess of $5m and is 80% placed. In addition, we place further reinsurance of 20% on a Quota Share basis for London office written personal injury policies and London / Bermuda office issued director and officer policies. |
● | Other reinsurance — Depending on the operating unit, we purchase specific additional reinsurance to supplement the above programs. |
Our reinsurance strategy is generally driven by our objective to maximize risk adjusted returns and informed by our capital position and cost of reinsurance coverage. We buy property reinsurance to reduce exposure to large individual property losses and catastrophe events. We buy casualty reinsurance to reduce exposure to large liability losses. We purchase facultative and other reinsurance to balance our book of business and optimize our returns. We monitor the reinsurance market closely and at times will cede a greater proportion of our premiums if the availability and cost of reinsurance improves the overall risk and profitability profile of our business. Conversely, when the reinsurance markets are less attractive, we will seek to retain a greater portion of the premiums we write. Our reinsurance purchasing strategy impacts our financial results as our net premiums may increase or decrease depending on our reinsurance program.
We buy our casualty reinsurance on a “risk attaching” basis. Under risk attaching treaties, all claims from policies incepting during the year of the reinsurance contract are covered even if they occur after the expiration date of the reinsurance contract. If we are unable to renew or replace our existing reinsurance coverage, protection for unexpired policies would remain in place until their expiration. In such case, we could revise our underwriting strategy for new business to reflect the absence of reinsurance protection. Property catastrophe reinsurance is generally placed on a “losses occurring basis,” whereby only claims occurring during the year are covered. If we are unable to renew or replace these reinsurance coverages, unexpired policies would not be protected, and therefore we would seek to purchase run off coverage.
26
Reserving Results & Development
As paid and incurred claims experience develop, our reserves are adjusted depending on how the actual development compares to that expected. This forms part of the regular reserving process, with the adequacy of reserves reviewed on a quarterly basis. If the claims experience is positive relative to expectations, the excess reserve is released in the year under review. Conversely, reserve deficiencies result in a negative charge to the current year profits.
The following table provides a reconciliation of the beginning of period and end of period reserves for the six months ended June 30, 2021, and demonstrates the reserve surplus and deficiencies recognized over this period.
IGI Booked Reserves
IGI Booked Reserves |
Six months ended
June 30, |
|||
($) in millions | 2021 | |||
Net outstanding claims at beginning of period | $ | 304.7 | ||
Net provision for claims and claims expenses: | ||||
Claims occurring during the current period | 93.2 | |||
Provided during the period related to prior accident years | (3.3 | ) | ||
Total | $ | 394.6 | ||
Net payments for claims: | ||||
Current period | 3.4 | |||
Prior years | 32.7 | |||
Total | $ | 36.1 | ||
Gross Case Reserves, IBNR and ULAE | 545.1 | |||
Ceded Case Reserves, IBNR & ULAE | (186.6 | ) | ||
Provided during the period related to prior Net outstanding claims | $ | 358.5 |
The following table sets out our claims reserving provisions including ULAE as of December 31, 2020 and as of June 30, 2021:
Change in Case Reserves, IBNR and ULAE | ||||||||||||
($) in millions |
As of December 31,
2020 |
As of
June 30, 2021 |
Difference | |||||||||
Gross Reported Case reserve | $ | 312.3 | $ | 325.6 | $ | 13.3 | ||||||
Reinsurance Reported Case Reserve | 160.4 | 144.0 | (16.4 | ) | ||||||||
Net Reported Case Reserve | 151.9 | 181.6 | 29.7 | |||||||||
Net IBNR Reserves & ULAE | 152.8 | 176.9 | 24.1 | |||||||||
Net outstanding claims | $ | 304.8 | $ | 358.5 | 53.8 |
During the six months ended June 30, 2021, net ultimate losses increased by $93.2 million for accident year 2021 and decreased by $3.3 million for 2020 and prior accident years. The decrease was driven by favorable experience on casualty, financial institutions and reduced estimates related to Hurricane Laura on property along with the lack of any major natural catastrophe events. The decrease was partially offset by increases in downstream energy and engineering construction.
27
Reserve releases/strengthening
Best Estimate: IGI’s actuarial recommended reserve is a “best estimate” of the outstanding (unpaid) claims liabilities (the Actuarial Best Estimate). This is intended to represent the mathematical expected value of the distribution of reasonably foreseeable outcomes of the unpaid liabilities. The best estimate does not knowingly contain any prudence or bias in either direction. While the estimates are likely to change as future experience emerges, any changes would only arise as a result of experience being better or worse than current expectations, or from changes in our view of the market. These changes will not be as a result of gradual release of implicit or explicit margins as our results contain no margins.
Booked Reserves: The reserving committee is responsible to the Board of Directors for the governance of the reserving process and for the recommendation of the quantum of claims reserves to be booked. Key inputs to the committee include, but are not limited to, the quarterly actuarial reserve review, presented by the Group Chief Actuary, discussions with the heads of claims, reinsurance and underwriting and findings of external actuarial reviews. The book reserves may differ from the actuarial best estimate.
Time value of money: As of the date hereof, the reserves (determined under IFRS 4) make no explicit allowance for the time value of money (i.e. reserves are not discounted)
Reserve Strengthening/Reserving Release: Reserve strengthening is the term used when the reserves established previously are no longer considered sufficient and are increased. The reserve strengthening will give rise to a charge against profits during that reporting year, reducing the profit for that year, possibly giving rise to an overall loss. Reserve release has the opposite effect.
The table below indicates that during each of the years ended December 31, 2018, 2019 and 2020, IGI has recorded reserving releases (item (C)).
Increases in Reserves/Decreases in Reserves: The size of reserves is determined by many factors. Key drivers that cause increases in the volume of reserves held include:
● | An increase in the volume of business written; |
● | A change in the mix of business written toward business that takes a longer period to settle; |
● | Incidence of large risk or natural catastrophes; and |
● | Reserve strengthening. |
28
As of June 30, 2021, IGI had $176.9 million of incurred but not reported (IBNR) loss reserves including ULAE, net of reinsurance.
Change in IGI Booked Net IBNR & ULAE |
Six months ended
June 30, |
|||
($) in millions | 2021 | |||
Carrying Balance of IBNR Reserves in Balance Sheet Beginning Balance (A) | $ | 152.8 | ||
Subsequent Movement in Following Financial year: | ||||
IBNR Reserves Moved to Incurred Reserves (B) | (48.3 | ) | ||
IBNR Reserves Strengthening/Release pertaining to prior years (C) | (3.3 | ) | ||
IBNR Reserves Added For New Accident Year (D) | 75.8 | |||
Net Charge to P/L (B+C+D)= (F) | $ | 24.1 | ||
Carrying Balance of IBNR Reserves in Balance Sheet Ending Balance (A+F) | $ | 176.9 |
Ultimate Claims Development
The table below shows the development of IGI’s net ultimate losses and loss adjustment expenses by accident year.
($) in millions | Initial | 1+ | 2+ | 3+ | 4+ | 5+ | 6+ | 7+ | 8+ | 9+ | 10+ |
Net
Premiums Earned |
||||||||||||||||||||||||||||||||||||
2011 | 76.2 | 60.6 | 59.6 | 60.7 | 62.3 | 59.8 | 60.3 | 58.1 | 57.3 | 57.4 | 57.4 | 119.3 | ||||||||||||||||||||||||||||||||||||
2012 | 100.1 | 88.1 | 78.1 | 81.5 | 77.3 | 77.8 | 76.8 | 71.6 | 71.6 | 71.5 | 148.4 | |||||||||||||||||||||||||||||||||||||
2013 | 123.6 | 121.7 | 120.6 | 117.1 | 109.5 | 107.7 | 107.6 | 107.3 | 107.3 | 180.6 | ||||||||||||||||||||||||||||||||||||||
2014 | 115.9 | 90.1 | 79.2 | 73.3 | 70.1 | 66.8 | 65.6 | 65.6 | 189.5 | |||||||||||||||||||||||||||||||||||||||
2015 | 92.9 | 87.0 | 79.8 | 75.3 | 73.1 | 72.6 | 72.1 | 155.8 | ||||||||||||||||||||||||||||||||||||||||
2016 | 98.8 | 94.1 | 90.1 | 85.4 | 89.2 | 89.3 | 157.9 | |||||||||||||||||||||||||||||||||||||||||
2017 | 110.3 | 117.2 | 116.4 | 113.9 | 113.3 | 146.7 | ||||||||||||||||||||||||||||||||||||||||||
2018 | 94.3 | 105.0 | 108.5 | 112.4 | 183.3 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 124.4 | 115.7 | 107.1 | 215.5 | ||||||||||||||||||||||||||||||||||||||||||||
2020 | 157.8 | 160.1 | 283.5 | |||||||||||||||||||||||||||||||||||||||||||||
2021 | 93.2 | 167.8 |
For additional information about our reserves and reserves development, see Note 7 to IGI’s consolidated financial statements as of and for the year ended December 31, 2020.
Significant accounting judgements, estimates and assumptions
There have been no material changes to the significant accounting judgements, estimates and assumptions described in “Item 5 — Operating and Financial Review and Prospects — Significant accounting judgements, estimates and assumptions” in the annual report on Form 20-F for the year ended December 31, 2020.
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