-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sf16uiLFYTo1cU/ENRtRrJAGpdJLBvd+24z+qW+hvfJg4CoyOtDvaXUEFKPoCeFG kS15nAneWRTIDtMTbIARGw== 0001157523-09-005604.txt : 20090805 0001157523-09-005604.hdr.sgml : 20090805 20090805060251 ACCESSION NUMBER: 0001157523-09-005604 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tower Group, Inc. CENTRAL INDEX KEY: 0001289592 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133894120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50990 FILM NUMBER: 09985518 BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: (212) 655-2000 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 8-K 1 a6022846.htm TOWER GROUP, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2009



Tower Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware

000-50990

13-3894120

(State or other jurisdiction

of incorporation)

(Commission File Number)

 

(I.R.S. Employer

Identification No.)


120 Broadway, 31st Floor
New York, NY 10271

(Address of principal executive offices)

(212) 655-2000
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” on Form 8-K, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

On August 5, 2009, Tower Group, Inc. issued a press release announcing its results of operations for the second quarter ended June 30, 2009.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 2.02 as if fully set forth herein.

Item 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed as part of this report.

Number

Description

99.1 Copy of press release issued by Tower Group, Inc. dated August 5, 2009



SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tower Group, Inc.

Registrant

 
Date: August 5, 2009

/s/ Elliot S. Orol

ELLIOT S. OROL

Senior Vice President,

General Counsel and Secretary

EX-99.1 2 a6022846ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Tower Group, Inc. Reports Strong Second Quarter 2009 Operating Results

NEW YORK--(BUSINESS WIRE)--August 5, 2009--Tower Group, Inc. (NASDAQ: TWGP) today reported net income of $30.6 million and diluted earnings per share of $0.75 for the second quarter 2009. Operating income(1) and operating earnings per share(1) were $29.5 million and $0.73 for the second quarter of 2009, respectively.

Key Highlights (all percentage increases compare the second quarter 2009 results to the results for the same period in 2008 except as noted otherwise):

  • Gross premiums written and produced(2) increased by 29.7% to $260.9 million.
  • Operating return on equity(1) was 14.4% compared to 19.3% in the prior year second quarter.
  • Net investment income increased by 108.2% to $17.4 million.
  • Brokerage Insurance (formerly Tower managed business):
    • Gross premiums written and produced increased by 25.9% to $212.6 million.
    • Net combined ratio was 85.5% versus 81.1% in the prior year second quarter.
  • Specialty Business (formerly CastlePoint managed business):
    • Gross premiums written increased by 49.5% to $48.3 million.
    • Net combined ratio was 82.0% versus 85.9% in the prior year second quarter.
  • The acquisition of Specialty Underwriters' Alliance, Inc. was announced on June 22, 2009.
  • Book value per share increased 7.6% during the quarter to $20.93 at June 30, 2009 as compared to $19.46 at March 31, 2009.
  • Pre-tax net unrealized gains of $47 million were attributable to the investment portfolio during the quarter.

Michael H. Lee, President and Chief Executive Officer of Tower Group, Inc., stated, “During the quarter, we continued to profitably grow our brokerage business by successfully incorporating our Hermitage business and continuing to expand geographically. Our growth was also driven by expansion into the specialty business that we acquired from CastlePoint. In addition to the strong operating results, we also experienced substantial unrealized gains in our investment portfolio which left us with only $7 million of net unrealized losses for a portfolio of $1.6 billion in investments and cash. Finally, the recently announced acquisition of Specialty Underwriters’ Alliance is proceeding as anticipated and is expected to close sometime during the fourth quarter. We are currently working closely with the SUA management team to provide their producers with access to Tower’s capabilities, which Tower and SUA believe will be mutually beneficial.”


                 

Financial Summary ($ in thousands, except per share data):

 
Three Months Ended Six Months Ended
June 30,       June 30,
2009     2008       2009     2008
Gross premiums written $260,741 $165,963 $460,685 $301,075
Premiums produced by managing general agency 479 36,099 11,208 59,390
Net premiums written 235,818 82,625 422,082 150,980
Total commission and fee income 7,673 36,288 26,044 67,180
Net investment income 17,417 8,366 31,950 18,162
Net realized (losses) gains on investments 442 (7,970) (230) (6,596)
 
Total revenues 254,983 106,798 455,305 217,290
Gain on CastlePoint shares - - 7,388 -
Net income 30,627 10,169 48,604 25,022
Earnings per share – Basic $0.76 $0.44 $1.31 $1.09
Earnings per share – Diluted $0.75 $0.44 $1.30 $1.08
Return on average equity 15.0% 12.8% 18.6% 15.9%
 
Combined Brokerage and Specialty Segments
Net premiums earned $229,451 $70,114 $397,541 $138,544
Net loss ratio 52.2% 52.7% 52.8% 53.6%
Net expense ratio 32.4% 29.0% 32.7% 29.7%
 
Brokerage Insurance Segment
Net premiums earned $173,552 $62,142 $300,863 $128,472
Net loss ratio 51.7% 52.6% 51.7% 53.5%
Net expense ratio 33.8% 28.5% 33.5% 29.6%
 
Specialty Business Segment
Net premiums earned $55,899 $7,972 $96,678 $10,072
Net loss ratio 53.8% 53.3% 56.3% 54.5%
Net expense ratio 28.2% 32.6% 30.2% 30.5%
 

Reconciliation of non-GAAP financial measures:

Net income $30,627 $10,169 $48,604 $25,022
Net realized (losses) gains on investments, net of tax 287 (5,181) (150) (4,287)
Acquisition-related transaction costs, net of tax (3) 868 - (9,056) -
Operating income 29,472 15,350 57,810 29,309

Operating EPS and ROE:

Earnings per share – Basic $0.73 $0.67 $ 1.56 $1.27
Earnings per share – Diluted $0.73 $0.66 $ 1.55 $1.26
Return on average equity 14.4% 19.3% 22.2% 18.6%
 

Gross premiums written increased to $260.7 million in the second quarter, a 57.1% increase compared to the second quarter of 2008.

Total revenues increased 138.8% to $255 million in the second quarter of 2009 as compared to $106.8 million in the prior year's second quarter. Net premiums earned represented 90% of total revenues for the three months ended June 30, 2009 compared to 65.7% for the same period in 2008.

Total commission and fee income decreased 78.9% to $7.7 million in the second quarter of 2009 compared to $36.3 million in the second quarter of 2008. This was due to the closing of the CastlePoint transaction during the first quarter, after which Tower Risk Management ceased producing business on behalf of CastlePoint Insurance Company. Tower did not cede any brokerage business in 2009, and ceding commission revenue earned from CastlePoint Reinsurance was eliminated during the second quarter.

Net investment income increased by 108.2% to $17.4 million for the three months ended June 30, 2009 compared to $8.4 million for the same period in 2008. On a tax equivalent basis, the yield was 5.7% as of June 30, 2009 compared to 5.4% as of June 30, 2008. The higher yield is due to the acquisition of CastlePoint, whose investment portfolio had a market yield, excluding cash, on the date of acquisition of 7%. CastlePoint’s investment portfolio’s market yield became Tower’s book yield due to business combination accounting rules.

Net realized investment gains were $0.4 million for the three month period ending June 30, 2009 compared to losses of $8 million for the same period last year. Realized capital gains in 2009 were primarily from opportunistic sales of CMBS securities, where yield spreads narrowed, as well as sales of preferred stocks, primarily in the banking sector, to reduce the Company’s overall exposure in this sector. Included in the second quarter net realized investment gains are approximately $4.1 million of other-than-temporarily impaired losses relating to certain structured securities and impairment of CIT Group, Inc. securities.

Operating expenses were $84 million for the three months ended June 30, 2009 as compared to $52.2 million for the same period in 2008.

For the Brokerage Insurance Segment, premiums on renewed business increased 2.8% in personal lines and decreased 0.8% in commercial lines, resulting in an overall increase of 0.4% during the second quarter of 2009. The retention rate on brokerage business was 91% for personal lines and 82% for commercial lines, resulting in a retention rate of 88% for all lines during the second quarter of 2009. Brokerage insurance premiums earned continued to increase, primarily due to the acquisitions of CastlePoint and Hermitage on February 5, 2009 and February 27, 2009, respectively, which added $80.8 million in net premiums earned for the three months ended June 30, 2009.

The Specialty Business Segment consisted of program business written in Tower insurance subsidiaries, program business written in CastlePoint Insurance Company and reinsurance business written in CastlePoint Re. The increase in specialty business premium earned resulted primarily from the acquisition of CastlePoint, which added $41.3 million of net premiums earned for the three months ended June 30, 2009.


Dividend Declaration

The Company’s Board of Directors approved a quarterly dividend of $0.07 per share payable September 25, 2009 to stockholders of record as of September 14, 2009.

Acquisition of Specialty Underwriters' Alliance, Inc.

On June 22, 2009, Tower announced the acquisition of Specialty Underwriters' Alliance, Inc. On July 17, 2009, the Federal Trade Commission granted early termination under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. On July 15, 2009, Tower filed a Form A with the Illinois Department of Insurance and the California Department of Insurance. On July 31, 2009, Tower filed a Registration Statement on Form S-4, and SUA filed a preliminary proxy statement with the Securities and Exchange Commission.

Additional Highlights and Disclosures:

2009 and 2010 Guidance

Tower expects third quarter 2009 operating earnings per share to be in a range of $0.71 to $0.76 per diluted share. For the full year 2009, Tower projects operating earnings per share to be in a range between $3.15 and $3.25 per diluted share. For 2010, Tower projects its diluted earnings per share to be in a range between $3.50 and $3.70 per diluted share. Both 2009 and 2010 ranges include the effects of the SUA transaction.

Notes on Non-GAAP Financial Measures

(1) Operating income is a common performance measurement for insurance companies and excludes realized investment gains or losses and expenses related to the adoption of FAS No. 141R, Business Combinations. We believe this presentation enhances the understanding of our results of operations by highlighting the underlying profitability of our insurance business. The Federal statutory tax rate of 35% was used to calculate the tax applicable to net realized gains or losses on investments and tax deductible acquisition related transaction costs. Operating earnings per share is operating income divided by diluted weighted average shares outstanding. Operating return on equity is annualized operating income divided by average common stockholders’ equity.

(2) Gross premiums written through our insurance subsidiaries and produced as managing general agent on behalf of other insurance companies.

(3) During the first quarter, $7.3 million of the acquisition related transaction costs were not deemed deductible for tax purposes. The tax rate used to calculate the acquisition related transaction costs that were tax deductible was 35%. During the second quarter, $868 thousand of tax benefit related to acquisition related transaction costs were realized and excluded from operating income.

About Tower Group, Inc.

Tower Group, Inc. offers property and casualty insurance products and services through its operating subsidiaries. Its insurance company subsidiaries in the U.S. offer insurance products to individuals and small to medium-sized businesses through its network of retail and wholesale agents and specialty business through program underwriting agents. Tower also offers reinsurance solutions to small insurance companies through its Bermuda based reinsurer and U.S. insurance companies. Tower's insurance services subsidiaries provide underwriting, claims and reinsurance brokerage services to other insurance companies.


Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This press release and any other written or oral statements made by or on behalf of Tower may include forward-looking statements that reflect Tower's current views with respect to future events and financial performance. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "will," "plan," "expect," "project," "intend," "estimate," "anticipate," "believe" and "continue" or their negative or variations or similar terminology. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the actual results of Tower to differ materially from those indicated in these statements. With respect to the acquisition of Specialty Underwriters’ Alliance, Inc., the following factors, among others, could cause or contribute to such material differences: the ability to obtain necessary governmental approvals or rulings on or regarding the acquisition on the proposed terms and schedule, the failure of the shareholders of Specialty Underwriters’ Alliance, Inc. to approve the acquisition, the failure to satisfy the closing conditions to the acquisition, the risk that the business of Specialty Underwriters’ Alliance, Inc. will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, the risk that the revenue opportunities, cost savings and other anticipated synergies from the acquisition may not be fully realized or may take longer to realize than expected, disruption from the acquisition making it difficult to maintain relationships with customers, employees, brokers and managing general agents, the risk that the U.S. tax authorities may view the tax treatment of the acquisition differently from Tower’s tax advisors, and costs relating to the acquisition. Please refer to Tower’s filings with the SEC, including Tower’s Annual Report on Form 10-K for the year ended December 31, 2008, for a description of other important factors that could cause the actual results of Tower to differ materially from those indicated in these statements. Forward-looking statements speak only as of the date on which they are made, and the assumptions underlying our pro forma projections and/or earnings guidance could prove incorrect, and Tower undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

For more information visit Tower's website at http://www.twrgrp.com/.

Tower has changed the presentation of its business results, beginning January 1, 2009, by allocating its previously reported insurance segment into brokerage insurance and specialty business, based on the way management organizes the segments for making operating decisions and assessing profitability. This will result in the reporting of three operating segments. The prior period segment disclosures have been restated to conform to the current presentation.

The Brokerage Insurance Segment offers a broad range of commercial lines and personal lines property and casualty insurance products to small to mid-sized businesses and individuals distributed through a network of retail and wholesale agents on both an admitted and non-admitted basis;

The Specialty Business Segment provides specialty classes of business through program underwriting agents. This segment also includes reinsurance solutions provided primarily to small insurance companies; and

The Insurance Services Segment provides underwriting, claims and reinsurance brokerage services to insurance companies.


           
 

Brokerage Insurance & Specialty Business Combined

($ in thousands)

(Unaudited)

 
Three Months Ended Six Months Ended
June 30, June 30,
   


2009

  2008   Change(%)   2009   2008   Change(%)
Revenues
Premiums earned
Gross premiums earned $267,641 $138,634 93.1% $483,699 $273,771 76.7%
 
Less: ceded premiums earned (38,190) (68,520)

-44.3%

(86,158) (135,227) -36.3%
 
Net premiums earned 229,451 70,114 227.3% 397,541 138,544 186.9%
 
Ceding commission revenue 7,167 21,491

-66.6%

20,742 42,145 -50.8%
 
Policy billing fees 709 459 54.4% 1,241 961 29.1%
 
Total 237,324 92,064 157.8% 419,524 181,650 131.0%
Expenses
Loss and loss adjustment expenses
 
Gross loss and loss adjustment expenses 135,042 69,952 93.0% 264,481 137,082 92.9%
Less:ceded loss and loss adjustment expenses (15,216) (33,029)

-53.9%

(54,398) (62,862) -13.5%
 
Net loss and loss adjustment expenses 119,826 36,923 224.5% 210,083 74,220 183.1%
Underwriting expenses
 
Direct commission expense 53,353 24,872 114.5% 98,335 48,106 104.4%
 
Other underwriting expenses 28,974 17,393 66.6% 53,606 36,140 48.3%
 
Total underwriting expenses 82,327 42,265 94.8% 151,941 84,246 80.4%
Underwriting profit $35,171 $12,876 173.2% $57,500 $23,184 148.0%
 
Key Measures
Premiums written
Gross premiums written $260,741 $165,963 57.1% $460,685 $301,076 53.0%
 
Less: ceded premiums written (24,923) (83,338)

-70.1%

(38,603) (150,095) -74.3%
Net premiums written $235,818 $82,625 185.4% $422,082 $150,981 179.6%
 
Loss Ratios
Gross 50.5% 50.6% 54.7% 50.1%
Net 52.2% 52.6% 52.8% 53.6%
Accident Year Loss Ratios
Gross 53.6% 51.5% 54.4% 51.0%
Net 53.7% 54.5% 54.4% 54.5%
Underwriting Expense Ratios
Gross 30.5% 30.2% 31.2% 30.4%
Net 32.4% 29.0% 32.7% 29.7%
Combined Ratios
Gross 81.0% 80.8% 85.9% 80.5%
Net 84.6% 81.6% 85.5% 83.3%

           
 

Brokerage Insurance Segment Results of Operations

($ in thousands)

(Unaudited)

 
Three Months Ended Six Months Ended
June 30,       June 30,    
2009   2008 Change(%) 2009 2008 Change(%)
Revenues
Premiums earned
Gross premiums earned $201,619 $117,934 71.0% $364,106 $244,183 49.1%
 
Less: ceded premiums earned (28,066) (55,792)

-49.7%

(63,242) (115,711) -45.3%
 
Net premiums earned 173,552 62,142 179.3% 300,863 128,472 134.2%
 
Ceding commission revenue 5,885 17,380

-66.1%

16,553 35,788 -53.7%
 
Policy billing fees 709 459 54.4% 1,241 961 29.1%
 
Total 180,145 79,981 125.2% 318,656 165,221 92.9%
Expenses
Loss and loss adjustment expenses
 
Gross loss and loss adjustment expenses 97,003 58,505 65.8% 195,188 120,431 62.1%
 
Less:ceded loss and loss adjustment expenses (7,254) (25,832)

-71.9%

(39,531) (51,696) -23.5%
 
Net loss and loss adjustment expenses 89,749 32,673 174.7% 155,657 68,735 126.5%
Underwriting expenses
 
Direct commission expense 41,272 19,785 108.6% 72,470 40,666 78.2%
 
Other underwriting expenses 24,007 15,764 52.3% 46,099 34,152 35.0%
 
Total underwriting expenses 65,279 35,549 83.6% 118,569 74,818 58.5%
Underwriting profit $25,117 $11,759 113.6% $44,430 $21,668 105.1%
 
Key Measures
Premiums written
Gross premiums written $212,454 $133,662 58.9% $365,660 $248,532 47.1%
 
Less: ceded premiums written (12,957) (60,703)

-78.7%

(24,236) (112,387) -78.4%
Net premiums written $199,497 $72,959 173.4% $341,424 $136,145 150.8%
 
Loss Ratios
Gross 48.1% 49.6% 53.6% 49.3%
Net 51.7% 52.6% 51.7% 53.5%
Accident Year Loss Ratios
Gross 51.9% 50.8% 53.0% 50.5%
Net 53.0% 54.7% 53.5% 54.5%
Underwriting Expense Ratios
Gross 32.0% 29.8% 32.2% 30.2%
Net 33.8% 28.5% 33.5% 29.6%
Combined Ratios
Gross 80.1% 79.4% 85.8% 79.5%
Net 85.5% 81.1% 85.2% 83.1%

             
 

Specialty Business Segment Results of Operations

($ in thousands)

(Unaudited)

 
Three Months Ended Six Months Ended
June 30, June 30,
2009   2008   Change(%)   2009   2008   Change(%)
Revenues
Premiums earned
Gross premiums earned $66,022 $20,700 218.9% $119,593 $29,588 304.2%
 
Less: ceded premiums earned (10,124) (12,728)

-20.5%

(22,916) (19,516) 17.4%
 
Net premiums earned 55,899 7,972 601.2% 96,678 10,072 859.9%
 
Ceding commission revenue 1,280 4,111

-68.9%

4,190 6,357 -34.1%
 
Total 57,178 12,083 373.2% 100,867 16,429 514.0%
Expenses
Loss and loss adjustment expenses
 
Gross loss and loss adjustment expenses 38,038 11,447 232.3% 69,292 16,651 316.1%
 
Less:ceded loss and loss adjustment expenses (7,962) (7,197) 10.6% (14,867) (11,166) 33.1%
 
Net loss and loss adjustment expenses 30,077 4,250 607.7% 54,426 5,485 892.3%
Underwriting expenses
 
Direct commission expense 12,083 5,082 137.8% 25,865 7,440 247.6%
 
Other underwriting expenses 4,967 1,629 204.9% 7,507 1,988 277.6%
 
Total underwriting expenses 17,050 6,711 154.1% 33,372 9,428 254.0%
Underwriting profit $10,052 $1,122 795.9% $13,070 $1,516 762.1%
 
Key Measures
Premiums written
Gross premiums written $48,287 $32,301 49.5% $95,025 $52,544 80.8%
 
Less: ceded premiums written (11,966) (22,635)

-47.1%

(14,367) (37,708) -61.9%
Net premiums written $36,321 $9,666 275.8% $80,658 $14,836 443.7%
 
Loss Ratios
Gross 57.6% 55.3% 57.9% 56.3%
Net 53.8% 53.3% 56.3% 54.5%
Accident Year Loss Ratios
Gross 59.1% 55.3% 58.7% 56.3%
Net 55.8% 53.3% 57.4% 54.5%
Underwriting Expense Ratios
Gross 25.8% 32.4% 27.9% 31.9%
Net 28.2% 32.6% 30.2% 30.5%
Combined Ratios
Gross 83.4% 87.7% 85.8% 88.2%
Net 82.0% 85.9% 86.5% 85.0%

           
 

Insurance Services Segment Results of Operations

($ in thousands)

(Unaudited)

 
Three Months Ended Six Months Ended
June 30, June 30,
2009   2008   Change(%)   2009   2008   Change(%)
Revenue

Direct commission revenue from
 managing general agency

($824) $11,903

-106.9%

$2,283 $20,067 -88.6%
 
Claims administration revenue 136 1,013

-86.6%

982 1,970 -50.2%
 
Other administration revenue 221 1,209

-81.7%

416 1,580 -73.7%
 
Reinsurance intermediary fees 207 117 77.0% 301 285 5.6%
 
Policy billing fees 60 96

-37.1%

79 172 -53.8%
 
Total (200) 14,338

-101.4%

4,061 24,074 -83.1%
Expenses
 
Direct commission expense paid to producers 125 5,154

-97.6%

1,616 8,525 -81.0%
 
Other insurance services expenses 181 3,171

-94.3%

1,040 4,745 -78.1%
 
Claims expense reimbursement to TICNY 136 1,013

-86.6%

982 1,970 -50.2%
 
Total 441 9,338

-95.3%

3,637 15,240 -76.1%
Insurance services pre-tax income (loss) ($641) $5,000

-112.8%

$424 $8,834 -95.2%

Premiums produced by TRM on behalf
 of issuing companies

$479 $36,099

-98.7%

$11,208 $59,390 -81.1%

         
 

Tower Group, Inc.

Consolidated Balance Sheets

 
(Unaudited)
June 30, December 31,
($ in thousands, except par value and share amounts)       2009     2008
Assets

Fixed-maturity securities, available-for-sale, at fair value (amortized cost of
  $1,427,156 and $581,470)

$ 1,421,612 $ 530,159
Equity securities, available-for-sale, at fair value (cost of $8,785 and $12,726)         7,169         10,814  
Total investments 1,428,781 540,973
Cash and cash equivalents 152,795 136,253
Investment income receivable 14,982 6,972
Premiums receivable 213,901 188,643
Reinsurance recoverable on unpaid losses 114,935 222,229
Reinsurance recoverable on paid losses 21,825 50,377
Prepaid reinsurance premiums 64,438 153,650
Deferred acquisition costs, net of deferred ceding commission revenue 146,008 53,080
Deferred income taxes 58,550 36,207
Intangible assets 38,963 20,464
Goodwill 236,407 18,962
Fixed assets, net of accumulated depreciation 46,590 39,038
Investment in unconsolidated affiliate - 29,293
Other assets         38,079         42,240  
Total assets       $ 2,576,254       $ 1,538,381  
Liabilities
Loss and loss adjustment expenses $ 833,175 $ 534,991
Unearned premium 523,113 328,847
Reinsurance balances payable 51,419 134,598
Payable to issuing carriers 47 47,301
Funds held under reinsurance agreements 15,558 20,474
Accounts payable, accrued liabilities and other liabilities 70,585 35,930
Subordinated debentures         235,058         101,036  
Total liabilities 1,728,955 1,203,177
Stockholders' Equity

Common stock ($0.01 par value; 100,000,000 shares authorized, 40,565,221 and
  23,408,145 shares issued, and 40,489,847 and 23,339,470 shares outstanding)

405 234
Treasury stock (75,374 and 68,675 shares) (1,330 ) (1,026 )
Paid-in-capital 642,047 208,094
Accumulated other comprehensive net loss (4,655 ) (37,498 )
Retained earnings         210,832         165,400  
Total stockholders' equity         847,299         335,204  
Total liabilities and stockholders' equity       $ 2,576,254       $ 1,538,381  

       
 

Tower Group, Inc.

Consolidated Statements of Income and

Comprehensive Net Income

(Unaudited)

 
Three Months Ended Six Months Ended
($ in thousands, except June 30, June 30,
per share and share amounts)   2009   2008   2009   2008
Revenues
Net premiums earned $ 229,451 $ 70,114 $ 397,541 $ 138,544
Ceding commission revenue 7,167 21,491 20,741 42,145
Insurance services revenue (293 ) 14,242 3,983 23,902
Policy billing fees 799 555 1,320 1,133
Net investment income 17,417 8,366 31,950 18,162
Net realized gains (losses) on investments 4,570 323 7,124 4,133
Other-than-temporary impairment losses (6,139 ) (8,293 ) (14,871 ) (10,729 )

Portion of loss recognized in other accumulated
  comprehensive net loss

    2,011       -       7,517       -  
Net impairment losses recognized in earnings     (4,128 )     (8,293 )     (7,354 )     (10,729 )
Total revenues 254,983 106,798 455,305 217,290
Expenses
Loss and loss adjustment expenses 119,828 36,923 210,083 74,219
Direct and ceding commission expense 52,541 30,026 99,949 56,634
Other operating expenses 31,419 22,193 58,163 43,858
Interest expense     4,659       2,161       8,442       4,484  

Total expenses

208,447 91,303 376,637 179,195
Other Income (expense)
Equity income (loss) in unconsolidated affiliate - 762 (777 ) 1,522
Acquisition-related transaction costs - - (11,348 ) -
Gain on investment in acquired unconsolidated affiliate     -       -       7,388       -  
Income before income taxes 46,536 16,257 73,931 39,617
Income tax expense     15,909       6,088       25,327       14,595  
Net income   $ 30,627     $ 10,169     $ 48,604     $ 25,022  

Gross unrealized investment holding gains/
   (losses) arising during period

43,384 (9,550 ) 48,330 (22,074 )

Cumulative effect of adjustment resulting from
   adoption of FSP FAS 115-2

- - (2,497 ) -

Equity in net unrealized gains (losses) on investment in
   unconsolidated affiliate's investment portfolio

- (324 ) 3,245 (1,107 )

Less: reclassification adjustment for (gains) losses
   included in net income

(442 ) 7,970 230 6,596

Income tax (benefit) expense related to items of other
   comprehensive income

    (14,389 )     666       (16,617 )     5,805  
Comprehensive net income   $ 59,180     $ 8,931     $ 81,295     $ 14,242  
Basic and diluted earnings per share
Basic
Common stock:
Distributed $ 0.07 $ 0.05 $ 0.12 $ 0.10
Undistributed     0.69       0.39       1.19       0.98  
Total   $ 0.76     $ 0.44     $ 1.31     $ 1.08  
Diluted   $ 0.75     $ 0.44     $ 1.30     $ 1.07  
Weighted average common shares outstanding
Basic     40,467,037       23,321,911       37,109,965       23,268,226  

Diluted

    40,606,326       23,527,262       37,255,790       23,461,117  
Dividends declared and paid per common share
Common stock   $ 0.07     $ 0.05     $ 0.12     $ 0.10  

CONTACT:
Tower Group, Inc.
Thomas Song, 212-655-4789
Managing Vice President
tsong@twrgrp.com

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