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8-K - TOWER GROUP INTERNATIONAL, LTD. 8-K - Tower Group International, Ltd.a50757116.htm

Exhibit 99.1

Tower Group International, Ltd. Reports Second Quarter 2013 Results

HAMILTON, Bermuda--(BUSINESS WIRE)--November 22, 2013--Tower Group International, Ltd. (NASDAQ:TWGP) today announced financial results for the second quarter and first half of 2013. These results reflect the second quarter of results following the March 13, 2013 merger between Tower Group, Inc. (TGI) and Canopius Holdings Bermuda Limited (Canopius Bermuda), which was renamed Tower Group International, Ltd. (Tower) upon completion of the merger and became the ultimate parent company. Since the merger transaction was accounted for as a reverse acquisition and recapitalization, under which TGI was identified and treated as the accounting acquirer, historical results prior to the first quarter of 2013 reflect only the financial results reported by TGI, with equity accounts and earnings per share restated to reflect Tower’s new capitalization.

As previously disclosed, Tower has completed, with the assistance of its independent actuarial consultants, a comprehensive review of the Company's loss reserves as of June 30, 2013. As a result of this review, the Company strengthened loss reserves in the second quarter of 2013 by $326.7 million. This reserve strengthening arose primarily from accident years 2008-2011 within the workers’ compensation, commercial multi-peril liability, other liability and commercial auto liability lines of business. In addition, as previously disclosed, the Company had restatement adjustments of $37.4 million to loss reserves as of December 31, 2012, bringing the total prior year reserve strengthening to $364.1 million.

The reserve strengthening was viewed by Tower as an event or circumstance that required the Company to perform, in the second quarter of 2013, a detailed quantitative analysis of whether its recorded goodwill was impaired. As a result of this analysis, Tower reported a non-cash goodwill impairment charge of $214.0 million for the second quarter of 2013, representing all goodwill associated with its Commercial Insurance reporting unit at January 1, 2013. As of June 30, 2013, all of Tower’s remaining goodwill of $55.5 million is associated with the Personal Insurance reporting unit.

During the three months ended June 30, 2013, Tower’s U.S. taxed subsidiaries (excluding the Reciprocal Exchanges) recognized pre-tax losses of $394.9 million. This resulted in a net deferred tax asset, before any valuation allowance, as of June 30, 2013. The Company concluded that a full valuation allowance was required for Tower’s U.S. taxed subsidiaries. For the three months ended June 30, 2013, $113.9 million of the valuation allowance was recorded in the statement of operations and $25.8 million was recorded in other comprehensive income as a direct charge to Tower’s shareholders’ equity.

Net loss attributable to common shareholders for the second quarter of 2013 was $(507.3) million, or $(8.88) per diluted share, compared to a net loss attributable to common shareholders of $(16.8) million, or $(0.39) per diluted share, in the second quarter of 2012.


Operating loss (1) in the second quarter of 2013 was $(291.1) million, or $(5.10) per share, compared to an operating loss of $(17.3) million, or ($0.40) per share, in the second quarter of 2012. Earnings per share for both periods reflect Tower’s post-merger shares, with diluted weighted average shares outstanding of 57.1 million in the second quarter of 2013 and 43.3 million in the second quarter of 2012.

Tower shareholders’ equity was $579.2 million at June 30, 2013, compared with $950.1 million at December 31, 2012. Book value per share (2) at June 30, 2013 was $10.09, compared with $21.83 at December 31, 2012. Tangible book value per share (2) at June 30, 2013 was $7.50, compared with $13.99 at December 31, 2012. Book value per share and tangible book value per share for both periods reflects Tower’s new shares, with 57,429,099 shares outstanding at June 30, 2013, compared with 43,513,678 shares outstanding at December 31, 2012.

Michael H. Lee, President and Chief Executive Officer, said, “We are deeply disappointed by our second quarter operating results, including the significant reserve charge as well as the delay in our financial reporting. The reserve strengthening stemmed primarily from certain types of business that we underwrote from accident years 2008 to 2011. While we began to re-underwrite this business in 2010, the loss emergence from this business from those accident years that we noticed in the second quarter caused us to significantly increase our reserve position. The type of business that contributed to the reserve strengthening comprised 39% of our business in 2008, and we reduced this percentage to 3% in the first half of 2013. Due to this re-underwriting and rate increases that we are achieving in most of the other segments of our business, we believe our current business that we are underwriting is performing well. After the reserve strengthening and goodwill impairment in the second quarter, Tower Group International, Ltd. shareholders' equity and consolidated statutory surplus at June 30, 2013 were $579 million and $493 million, respectively.”

Mr. Lee continued, “Our Board continues to review various strategic options, and management is continuing to address the challenges presented by the current situation. The recent downgrades in our ratings from A.M. Best and other rating agencies represent a new challenge to us. To manage this, we are continuing to underwrite our core business of homeowners and small commercial business that are less ratings sensitive, and evaluating various options to retain certain of our ratings sensitive business by placing it with other highly rated insurance companies. To address current liquidity needs at the holding company, we are exploring the sale of some of our holding company and operating assets as well as exploring the possibility of raising additional capital. We are working diligently to address these challenges.”

Segment Reporting

As a result of the merger with Canopius Bermuda, Tower changed the presentation of its business results in the second quarter of 2013 to reflect the way management organizes the company for operating decisions and assessing profitability post-merger. Tower now operates and reports in three business segments: Commercial Insurance; Specialty Insurance and Reinsurance, which includes its specialty business and assumed reinsurance previously reported in the Commercial Insurance segment; and Personal Insurance, which includes its management companies that provide certain services to the Reciprocal Exchanges for a management fee. Prior period segment disclosures have been restated to conform to the current presentation, and these realignments have no impact on consolidated operating results.


Second Quarter 2013 Details (all figures compare results in the second quarter of 2013 to the results for the second quarter of 2012 except as noted otherwise):

Gross premiums written and managed were $475.6 million, compared with $537.6 million. Net premiums earned were $418.4 million, compared to $460.2 million, as growth in commercial insurance was offset by lower assumed reinsurance and increased premium cessions to the homeowners’ quota share reinsurance treaty effective in January 2013.

Total revenues were $460.5 million compared with $506.4 million, reflecting lower earned premiums and investment income offset by increased ceding commissions from the quota share reinsurance treaty for Tower’s homeowners business. Net investment income was $28.4 million compared to $31.8 million. Net investment income in the second quarter of 2013 excludes $7.8 million in income from Tower’s investment in Canopius Group Limited, which is reported separately as “Equity income in unconsolidated affiliate.” The tax equivalent investment yield at amortized cost was 4.0% at June 30, 2013, compared to 4.8% at June 30, 2012. Net realized investment losses were $2.0 million, compared to net realized investment gains of $19,000.

Strategic Review and Expense Control Initiative

On October 7, 2013, Tower announced that its Board of Directors is reviewing a range of strategic options with its lead financial advisor, JP Morgan Securities LLC. While this process is continuing, the Company is implementing an expense control initiative to streamline its operations and focus resources on its most profitable lines of business. As part of this initiative, the Company is completing a workforce reduction affecting approximately 10% of the total employee population of approximately 1,400. The areas that are most significantly impacted are commercial lines underwriting as well as operations. This workforce reduction is expected to result in annualized cost savings of approximately $21.0 million. The Company currently estimates that it will recognize pre-tax charges of approximately $5.0 million in the fourth quarter of 2013 for severance and other one-time termination benefits and other associated costs.

The Company experienced significant losses and reductions of statutory surplus in its insurance subsidiaries in the first half of 2013 and there are currently no commitments or assurances to raise additional capital, execute strategic alternatives or to liquidate certain investments at prices sufficient to repay the outstanding balance under its credit facility. In addition, there can be no guarantees that the Company will be able to remedy current statutory capital deficiencies in certain insurance subsidiaries or maintain adequate levels of statutory capital in the future. Until the completion of a definitive executable plan to remedy statutory capital deficiencies and repay the credit facility, there is substantial doubt about the Company’s ability to continue as a going concern.

Notes on Non-GAAP Financial Measures

(1) Operating income excludes realized gains and losses, goodwill impairment, acquisition-related transaction costs and the results of the reciprocal business, net of tax. Operating income is a common measurement for property and casualty insurance companies. We believe this presentation enhances the understanding of our results of operations by highlighting the underlying profitability of our insurance business. Additionally, these measures are a key internal management performance standard. Operating earnings per share is operating income divided by diluted weighted average shares outstanding. The computation of operating income and operating earnings per share is provided in an accompanying table.

(2) Book value per share is calculated as Tower Group International, Ltd. shareholders’ equity divided by the number of shares outstanding. We believe that book value per share is an important measure of our ability to grow shareholder value. Tangible book value per share is calculated as Tower Group International, Ltd. shareholders’ equity, less intangible assets, divided by the number of shares outstanding. The computation of book value per share and tangible book value per share is provided in an accompanying table.


About Tower Group International, Ltd.

Tower Group International, Ltd. is a Bermuda-based global diversified insurance and reinsurance holding company and is listed on the NASDAQ Global Select Market under the symbol TWGP. Through our insurance and reinsurance subsidiaries in the U.S. and Bermuda, collectively referred to as Tower Group Companies, we deliver a broad range of commercial, personal and specialty insurance products and services in the U.S. and specialty reinsurance products globally through our distribution and underwriting partners.

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

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. Please refer to Tower’s filings with the SEC, including among others Tower Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012 and subsequent filings on Form 10-Q, for a description of the 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 Tower undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.


                     
Financial Summary ($ in thousands):
               
Three Months Ended June 30,
2013 2012
Reciprocal Elimina- Reciprocal Elimina-
($ in thousands)       Tower     Exchanges       tions       Total       Tower     Exchanges       tions       Total
Net premiums written     $ 360,935     $ 42,776       $ -       $ 403,711     $ 441,613     $ 44,620       $ -       $ 486,233
Revenues
Net premiums earned $ 376,554 $ 41,810 $ - $ 418,364 $ 417,612 $ 42,541 $ - $ 460,153
Ceding commission revenue 5,966 4,628 1,339 11,933 6,855 3,225 - 10,080
Insurance services revenue 8,804 - (8,272) 532 9,324 - (7,965) 1,359
Policy billing fees 3,287 34 - 3,321 2,871 129 - 3,000
Net investment income 27,611 2,459 (1,668) 28,402 30,268 3,177 (1,664) 31,781
Total net realized investment gains
(losses)       (2,243)       209         -         (2,034)       (110)       129         -         19
  Total revenues       419,979       49,140         (8,601)         460,518       466,820       49,201         (9,629)         506,392
Expenses
Loss and loss adjustment expenses 537,435 22,457 - 559,892 322,842 26,933 - 349,775
Direct and ceding
commission expense 96,241 8,698 1,339 106,278 87,024 8,162 - 95,186
Other operating expenses 81,161 15,419 (8,272) 88,308 72,533 13,532 (7,965) 78,100
Acquisition-related transaction costs 665 - - 665 720 - - 720
Interest expense       7,640       1,663         (1,668)   7,635       7,902       1,664         (1,664)   7,902
  Total expenses       723,142       48,237         (8,601)         762,778       491,021       50,291         (9,629)         531,683
Other income (expense)
Equity in income (loss)
of unconsolidated affiliate 7,838 - - 7,838 - - - - -
Goodwill impairment       (214,049)       -       - -         (214,049)       -       -       - -         -
Income (loss) before income taxes (509,374) 903 - (508,471) (24,201) (1,090) - (25,291)
Income tax expense (benefit)       (2,032)       102         -         (1,930)       (7,392)       (1,527)         -         (8,919)
Net income (loss)     $ (507,342)     $ 801       $ -       $ (506,541)     $ (16,809)     $ 437       $ -       $ (16,372)
 
Ratios                                                                        
Net loss ratio 142.7% 53.7% 133.8% 77.3% 63.3% 76.0%
Net expense ratio 40.4% 49.7% 41.0% 33.0% 45.6% 34.1%
Net combined ratio 183.1% 103.4% 174.8% 110.3% 108.9% 110.1%
 

                     
Financial Summary ($ in thousands):
               
Six Months Ended June 30,
2013 2012
Reciprocal Elimina- Reciprocal Elimina-
          Tower     Exchanges       tions       Total       Tower     Exchanges       tions       Total
Net premiums written     $ 776,200     $ 79,902       $ -       $ 856,102     $ 829,204     $ 82,713       $ -       $ 911,917
Revenues
Net premiums earned $ 757,438 $ 82,812 $ - $ 840,250 $ 796,281 $ 84,030 $ - $ 880,311
Ceding commission revenue 18,419 7,619 46 26,084 8,933 6,310 - 15,243
Insurance services revenue 16,093 - (15,433) 660 16,683 - (14,827) 1,856
Policy billing fees 6,134 337 - 6,471 5,873 261 - 6,134
Net investment income 57,195 4,839 (3,315) 58,719 62,525 6,526 (3,327) 65,724
Total net realized investment gains
  (losses)       3,990       827         -         4,817       1,028       2,319         -         3,347
  Total revenues       859,269       96,434         (18,702)         937,001       891,323       99,446         (18,154)         972,615
Expenses
Loss and loss adjustment expenses 777,769 57,855 - 835,624 566,091 51,177 - 617,268
Commission expense 178,808 17,000 46 195,854 159,636 15,935 - 175,571
Other operating expenses 159,492 28,642 (15,433) 172,701 143,529 26,469 (14,827) 155,171
Acquisition-related transaction costs 19,721 - - 19,721 1,982 - - 1,982
Interest expense       15,443       3,315         (3,315)   15,443       16,513       3,327         (3,327)   16,513
  Total expenses       1,151,233       106,812         (18,702)         1,239,343       887,751       96,908         (18,154)         966,505

Other income (expense)

Equity in income (loss)
of unconsolidated affiliate 7,966 - - 7,966 - - - -
Goodwill impairment       (214,049)       -         -         (214,049)       -       -         -         -
Income (loss) before income taxes (498,047) (10,378) - (508,425) 3,572 2,538 - 6,110
Income tax expense (benefit)       (3,622)       102         -         (3,520)       1,216       (910)         -         306
Net income     $ (494,425)     $ (10,480)       $ -       $ (504,905)     $ 2,356     $ 3,448       $ -       $ 5,804
 
Ratios                                                                        
Net loss ratio 102.7% 69.9% 99.4% 71.1% 60.9% 70.1%
Net expense ratio 38.0% 45.6% 38.7% 33.5% 43.9% 34.5%
Net combined ratio 140.7% 115.5% 138.1% 104.6% 104.8% 104.6%
 

 
Commercial Insurance Segment Information
($ in thousands)
(Unaudited)
          Three Months Ended     Six Months Ended
June 30, June 30,
2013     2012       Change(%) 2013     2012       Change(%)
Key Measures
Premiums written
Gross premiums written $ 179,680 $ 214,835 -16.4% $ 364,536 $ 422,627 -13.7%
Less: ceded premiums written (10,616) (13,155) -19.3% (20,914) (20,336) 2.8%
Net premiums written $ 169,064 $ 201,680 -16.2% $ 343,622 $ 402,291 -14.6%
 
Revenues
Net premiums earned 170,832 193,793 -11.8% $ 348,827 $ 381,651 -8.6%
Ceding commission revenue (8,301) (732) 1034.0% (8,237) (2,778) 196.5%
Policy billing fees 1,422 1,390 2.3% 2,792 2,903 -3.8%
Total revenues 163,953 194,451 -15.7% 343,382 381,776 -10.1%
Expenses
Net loss and loss adjustment expenses 249,906 155,395 60.8% 373,293 272,239 37.1%
Underwriting expenses
Direct commission expenses 34,141 33,485 2.0% 64,156 66,184 -3.1%
Other underwriting expenses 32,473 30,347 7.0% 65,227 62,061 5.1%
Total underwriting expenses 66,614 63,832 4.4% 129,383 128,245 0.9%
Underwriting profit (loss) $ (152,567) $ (24,776) 515.8% $ (159,294) $ (18,708) 751.5%
 
Underwriting Ratios
Net loss ratio 146.3% 80.2% 107.0% 71.3%
Net expense ratio 43.0% 32.6% 38.7% 33.6%
Net combined ratio 189.3% 112.8% 145.7% 104.9%
 

 
Specialty Insurance and Reinsurance Segment Information
($ in thousands)
(Unaudited)
          Three Months Ended     Six Months Ended
June 30, June 30,
2013     2012       Change(%) 2013     2012       Change(%)
Key Measures
Premiums written
Gross premiums written $ 121,340 $ 154,923 -21.7% $ 343,008 $ 284,161 20.7%
Less: ceded premiums written (17,653) (12,855) 37.3% (36,421) (22,499) 61.9%
Net premiums written $ 103,687 $ 142,068 -27.0% $ 306,587 $ 261,662 17.2%
 
Revenues
Net premiums earned $ 122,211 $ 143,857 -15.0% $ 251,999 $ 253,834 -0.7%
Ceding commission revenue 3,528 4,626 -23.7% 6,751 6,682 1.0%
Total revenues 125,739 148,483 -15.3% 258,750 260,516 -0.7%
Expenses
Net loss and loss adjustment expenses 248,466 125,814 97.5% 321,442 210,408 52.8%
Underwriting expenses
Direct commission expenses 37,612 33,054 13.8% 71,320 56,485 26.3%
Other underwriting expenses 19,160 17,068 12.3% 35,595 32,366 10.0%
Total underwriting expenses 56,772 50,122 13.3% 106,915 88,851 20.3%
Underwriting profit (loss) $ (179,499) $ (27,453) 553.8% $ (169,607) $ (38,743) 337.8%
 
Underwriting Ratios
Net loss ratio 203.3% 87.5% 127.6% 82.9%
Net expense ratio 43.6% 31.6% 39.7% 32.4%
Net combined ratio 246.9% 119.1% 167.3% 115.3%
 

 
Personal Insurance Segment Information
($ in thousands)
(Unaudited)
                               
Three Months Ended June 30,
2013 2012
Reciprocal Reciprocal
            Tower       Exchanges       Total       Tower       Exchanges       Total
Key Measures
Premiums written
Gross premiums written $ 118,430 $ 56,106 $ 174,536 $ 115,719 52,147 167,866
Less: ceded premiums written (30,245) (13,331) (43,576) (17,854) (7,527) (25,381)
Net premiums written $ 88,185 $ 42,775 $ 130,960 $ 97,865 44,620 142,485
 
Revenues
Net premiums earned 83,512 41,809 125,321 79,962 42,541 122,503
Ceding commission revenue 6,078 5,966 12,044 2,961 3,225 6,186
Policy billing fees 1,865 34 1,899 1,481 129 1,610
Total revenues 91,455 47,809 139,264 84,404 45,895 130,299
Expenses
Net loss and loss adjustment expenses 39,063 22,457 61,520 41,633 26,933 68,566
Underwriting expenses
Direct commission expense 19,826 10,036 29,862 20,486 8,162 28,648
Other underwriting expenses 18,427 15,420 33,847 12,909 14,607 27,516
Total underwriting expenses 38,253 25,456 63,709 33,395 22,769 56,164
Underwriting profit (loss) $ 14,139 $ (104) $ 14,035 $ 9,376 (3,807) 5,569
 
Underwriting Ratios
Net loss ratio 46.8% 53.7% 49.1% 52.1% 63.3% 56.0%
Net expense ratio 36.3% 46.5% 39.7% 36.2% 45.6% 39.5%
Net combined ratio 83.1% 100.2% 88.8% 88.3% 108.9% 95.5%
 

 
Personal Insurance Segment Information
($ in thousands)
(Unaudited)
                           
Six Months Ended June 30,
2013 2012
Reciprocal Reciprocal
            Tower       Exchanges       Total       Tower       Exchanges       Total
Key Measures
Premiums written
Gross premiums written $ 213,881 $ 104,554 $ 318,435 $ 196,384 101,814 298,198
Less: ceded premiums written (87,889) (24,653) (112,542) (31,133) (19,101) (50,234)
Net premiums written $ 125,992 $ 79,901 $ 205,893 $ 165,251 82,713 247,964
 
Revenues
Net premiums earned $ 156,612 $ 82,812 $ 239,424 $ 160,796 $ 84,030 $ 244,826
Ceding commission revenue 15,243 7,665 22,908 5,029 6,310 11,339
Policy billing fees 3,342 337 3,679 2,970 261 3,231
Total revenues 175,197 90,814 266,011 168,795 90,601 259,396
Expenses
Net loss and loss adjustment expenses 83,034 57,855 140,889 83,444 51,177 134,621
Underwriting expenses
Direct commission expense 38,668 17,046 55,714 36,967 15,935 52,902
Other underwriting expenses 37,339 28,643 65,982 27,171 27,544 54,715
Total underwriting expenses 76,007 45,689 121,696 64,138 43,479 107,617
Underwriting profit (loss) $ 16,156 $ (12,730) $ 3,426 $ 21,213 (4,055) 17,158
 
Underwriting Ratios
Net loss ratio 53.0% 69.9% 58.8% 51.9% 60.9% 55.0%
Net expense ratio 36.7% 45.5% 39.7% 34.9% 43.9% 38.0%
Net combined ratio 89.7% 115.4% 98.5% 86.8% 104.8% 93.0%
 

         
Tower Group International, Ltd.
Consolidated Balance Sheets
   
June 30, December 31,
($ in thousands, except par value and share amounts)       2013     2012
Assets
Investments - Tower
Available-for-sale investments, at fair value:
Fixed-maturity securities (amortized cost of $1,980,652 and $1,926,236) $ 2,035,770 $ 2,064,148
Equity securities (cost of $127,598 and $144,204) 134,650 140,695
Short-term investments (cost of $13,415 and $4,749) 13,379 4,750
Other invested assets 77,038 57,786
Investments - Reciprocal Exchanges
Available-for-sale investments, at fair value:
Fixed-maturity securities (amortized cost of $248,755 and $263,950) 253,775 280,563
Equity securities (cost of $2,751 and $5,144)         2,750       5,563
Total investments 2,517,362 2,553,505
Cash and cash equivalents (includes $12,744 and $9,782 relating to Reciprocal Exchanges) 108,535 102,269
Investment income receivable (includes $2,609 and $2,610 relating to Reciprocal Exchanges) 26,182 25,332
Investment in unconsolidated affiliate 76,196 71,894
Premiums receivable (includes $45,385 and $44,285 relating to Reciprocal Exchanges) 392,433 412,045
Reinsurance recoverable on paid losses (includes $6,556 and $682 relating to Reciprocal Exchanges) 27,333 17,609
Reinsurance recoverable on unpaid losses (includes $24,897 and $52,389 relating to Reciprocal Exchanges) 690,069 459,457
Prepaid reinsurance premiums (includes $19,988 and $17,803 relating to Reciprocal Exchanges) 126,159 63,923
Deferred acquisition costs, net (includes $9,912 and $11,364 relating to Reciprocal Exchanges) 192,887 181,198
Intangible assets (includes $6,596 and $6,854 relating to Reciprocal Exchanges) 99,507 106,768
Goodwill 55,540 241,458
Funds held by reinsured companies 890,186 137,545
Other assets (includes $1,687 and $1,559 relating to Reciprocal Exchanges)         465,548       338,769
Total assets       $ 5,667,937     $ 4,711,772
Liabilities
Loss and loss adjustment expenses (includes $119,263 and $135,791 relating to Reciprocal Exchanges) $ 2,552,351 $ 1,895,679
Unearned premium (includes $102,492 and $103,216 relating to Reciprocal Exchanges) 998,624 921,271
Reinsurance balances payable (includes $7,266 and $6,979 relating to Reciprocal Exchanges) 46,442 40,569
Funds held under reinsurance agreements (includes $0 and $500 relating to Reciprocal Exchanges) 657,275 98,581
Other liabilities (includes $10,851 and $21,321 relating to Reciprocal Exchanges) 350,838 296,960
Deferred income taxes (includes $19,818 and $19,719 relating to Reciprocal Exchanges) 20,282 24,763
Debt         451,224       449,731
Total liabilities 5,077,036 3,727,554
Shareholders' equity
Common stock ($0.01 par value; 100,000,000 shares authorized, 57,437,157 and
53,048,011 shares issued, and 57,429,099 and 43,513,678 shares outstanding) 574 530
Treasury stock (8,058 and 9,534,333 shares) (17) (181,435)
Paid-in-capital 812,547 780,036
Accumulated other comprehensive income 9,060 82,756
Retained earnings (accumulated deficit)         (242,930)       268,171
Tower Group International, Ltd. shareholders' equity         579,234       950,058
Noncontrolling interests         11,667       34,160
Total shareholders' equity         590,901       984,218
Total liabilities and shareholders' equity       $ 5,667,937     $ 4,711,772
 

                 
Tower Group International, Ltd.
Consolidated Statements of Operations
    Three Months Ended Six Months Ended
June 30, June 30,
($ in thousands, except per share amounts)         2013       2012       2013       2012
Revenues
Net premiums earned $ 418,364 $ 460,153 $ 840,250 $ 880,311
Ceding commission revenue 11,933 10,080 26,084 15,243
Insurance services revenue 532 1,359 660 1,856
Policy billing fees 3,321 3,000 6,471 6,134
Net investment income 28,402 31,781 58,719 65,724
Net realized investment gains (losses):
Other-than-temporary impairments (4,456) (2,270) (5,145) (5,246)
Portion of loss recognized in other comprehensive income - 286 - 286
  Other net realized investment gains         2,422       2,003       9,962       8,307
    Total net realized investment gains         (2,034)       19       4,817       3,347
Total revenues 460,518 506,392 937,001 972,615
Expenses
Loss and loss adjustment expenses 559,892 349,775 835,624 617,268
Commission expense 106,278 95,186 195,854 175,571
Other operating expenses 88,308 78,100 172,701 155,171
Acquisition-related transaction costs 665 720 19,721 1,982
Interest expense         7,635       7,902       15,443       16,513
Total expenses 762,778 531,683 1,239,343 966,505
Other income (expense)
Equity in income (loss) of unconsolidated affiliate 7,838 - 7,966 -
Goodwill impairment         (214,049)       -       (214,049)       -
Income before income taxes (508,471) (25,291) (508,425) 6,110
Income tax expense         (1,930)       (8,919)       (3,520)       306
Net income $ (506,541) $ (16,372) $ (504,905) $ 5,804
Less: Net income attributable to Noncontrolling interests         801       437       (10,480)       3,448
Net income attributable to Tower Group International, Ltd.       $ (507,342)     $ (16,809)     $ (494,425)     $ 2,356
Earnings per share attributable to Tower Group International, Ltd. shareholders:
Basic $ (8.88) $ (0.39) $ (9.60) $ 0.04
  Diluted       $ (8.88)     $ (0.39)     $ (9.60)     $ 0.04
Weighted average common shares outstanding:
Basic 57,134 43,286 51,487 43,340
  Diluted         57,134       43,286       51,487       43,419
Dividends declared and paid per common share       $ 0.17     $ 0.17     $ 0.34     $ 0.34
 

           
Three Months Ended Six Months Ended
($ in thousands except per share amounts)         June 30, June 30,
Reconciliation of non-GAAP financial measures: 2013     2012 2013   2012
Net income (loss) attributable to Tower Group International, Ltd. $ (507,342) $ (16,809) $ (494,425) $ 2,356
Net realized gains (losses) on investments (2,243) 1,676 3,990 1,028
Acquisition-related transaction costs (665) (720) (19,721) (1,982)
Goodwill impairment (214,049) - (214,049) -
Income tax 729 (452) 2,574 5
Operating income (loss) attributable to        
Tower Group International, Ltd. $ (291,114) $ (17,313) $ (267,219) $ 3,305
 
Operating EPS and ROE:
Operating earnings (loss) per share - Basic $ (5.10) $ (0.40) $ (5.19) $ 0.07
Operating earnings (loss) per share - Diluted $ (5.10) $ (0.40) $ (5.19) $ 0.07
Operating return on average equity -123.6% -6.8% -56.8% 0.7%
 
Book Value Per Share and Tangible Book Value Per Share    

June 30,

2013

     

Dec. 31,

2012

Tower Group International, Ltd. shareholders' equity 579,234 950,058
Intangible assets     148,451       341,372
Tower Group International, Ltd. shareholder's equity excluding intangible assets 430,783 608,686
Shares outstanding   57,429     43,514
Book Value Per Share $ 10.09   $ 21.83
Tangible Book Value Per Share $ 7.50   $ 13.99

CONTACT:
Tower Group International, Ltd.
Bernie Kilkelly, 212-655-8943
Managing Vice President, Investor Relations
bkilkelly@twrgrp.com