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Tower Group, Inc. Reports Strong Second Quarter 2009 Operating Results
Wednesday, August 05, 2009 6:51 AM


(Source: Business Wire)trackingTower 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 frommanaging 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 behalfof 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 and23,408,145 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 accumulatedcomprehensive 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 fromadoption of FSP FAS 115-2                                      -                  -                  (2,497      )      -               Equity in net unrealized gains (losses) on investment inunconsolidated affiliate's investment portfolio      -                  (324        )      3,245              (1,107      )   Less: reclassification adjustment for (gains) lossesincluded in net income                                   (442        )      7,970              230                6,596           Income tax (benefit) expense related to items of othercomprehensive 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             -------------------------------------------------------------------------------  

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