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.
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Financial Summary ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | 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) |
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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% |
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Financial Summary ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | 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 |
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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% |
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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% |
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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% |
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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% | | | | |
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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