UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 29, 2007
EMPLOYERS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
001-33245 (Commission File Number) |
04-3850065 (I.R.S. Employer Identification No.) |
|
9790 Gateway Drive Reno, Nevada 89521 (Address of Principal Executive Offices) |
89521 (Zip Code) |
(888) 682-6671
(Registrants telephone number including area code)
No change since last report
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure
In connection with meetings by senior management of Employers Holdings, Inc. (the Company) with certain analysts, the Company is disclosing certain information (the Disclosed Information).
Statements made in the Disclosed Information which are not historical are forward-looking statements that reflect managements current views with respect to future events and performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical fact. Such statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See Forward-looking Statements in the Disclosed Information.
A copy of the Disclosed Information is attached to this report as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
99.1 |
Presentation Materials |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EMPLOYERS HOLDINGS, INC | |
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By: |
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Name: |
Lenard T. Ormsby |
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Title: |
Executive Vice President and, Chief |
Dated: November 29, 2007 |
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Exhibit Index
Exhibit No. |
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Exhibit |
99.1 |
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Presentation Materials |
Management Presentation
November, 2007
Safe Harbor Disclosure
This slide presentation is for informational purposes only. It should be read in conjunction with our Form 10-K for the year 2006, our Form
10-Q for the second and third quarters of 2007 and our
Form 8-Ks filed with the Securities and Exchange Commission (SEC), all of which
are available on the Investor Relations section of our website at
www.employers.com.
Non-GAAP Financial Measures
In presenting Employers Holdings, Inc.s (EMPLOYERS) results, management has included and discussed certain non-GAAP financial
measures, as defined in Regulation G. Management believes these
non-GAAP measures better explain EMPLOYERS results allowing for a
more complete understanding of underlying trends in our business. These measures should not be viewed as a substitute for those
determined in accordance with GAAP. The
reconciliation of these measures to their most comparable GAAP financial measures is included
in this presentation or in our Form 10-K for the year 2006, our Form 10-Q for the second quarter 2007 and our Form 8-Ks filed with the
Securities and Exchange
Commission (SEC) and available in the Investor Relations section of our website at www.employers.com.
Forward-looking Statements
This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements regarding anticipated
future results and can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like believe, expect, anticipate, estimate and intend or future or
conditional verbs
such as will, would, should, could or may. Certain factors that could cause actual results to differ materially from
expected results include increased competitive pressures, changes in the interest rate environment, general
economic conditions, and
legislative and regulatory changes that could adversely affect the business of EMPLOYERS and its subsidiaries. All subsequent written and
oral forward-looking statements attributable to us or individuals acting on
our behalf are expressly qualified in their entirety by these
cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Copyright © 2007 EMPLOYERS. All rights reserved. EMPLOYERS and Americas small business insurance specialists are
registered trademarks of Employers Insurance Company of Nevada.
Workers compensation insurance and services are offered
through Employers Compensation Insurance Company and Employers Insurance Company of Nevada.
Contents Page
18
California Rates and Rate Setting
13
Customer Selection
19
Insurance Operations Summary
17
Workers Compensation Industry
16
Policy Count
15
Strategic Distribution Partners
14
Focused Marketing and Distribution
12
Focus on Low to Medium Hazard Groups
11
Disciplined Underwriting Five Basic Elements
Insurance Operations
9
Seasoned Executives with Extensive Experience
8
Expanding Geographic Footprint
7
Strategies
6
Financial Snapshot
5
Key Strengths
4
Overview
Corporate Overview
30-31
Summary
28
Capital Management
23
Selected Operating Results
SUMMARY
27
Investment Portfolio
26
Reinsurance Program
25
Underwriting Profitability
24
Earnings and EPS
22
Loss Portfolio Transfer
21
Four Key Elements of our Financial Strength
Financial Results
Corporate Overview
Overview
Business
Specialty provider of workers compensation insurance
18th largest private writer in the U.S. (1)
8th largest private writer in California (1)
2nd largest writer in Nevada (1)
Geographic
Focused in western U.S. direct premiums written as of the third quarter of 2007
71% in California
19% in Nevada
10% in nine other states
Customers
Small businesses in low to medium hazard industries
Distribution through independent agents and strategic partners
33,027 policies in force at 9/30/2007
Average annual policy premium of approximately $11,000
(1) Based on One-Year Premium and Loss Study, U.S., California and Nevada, A.M. Best Company, 2006
4
Key Strengths
Established enterprise with 94 year operating history
Focused operations and disciplined underwriting target an attractive
and underserved market segment with growth opportunities
Unique and long-standing strategic distribution relationships
Financial strength and flexibility - strong balance sheet and conservative
reserving
Experienced management team with deep knowledge of workers
compensation
5
440
187
298
418
387
93
82
87
0
100
200
300
400
500
2002
2003
2004
2005
2006
Qtrs. 1-3,
2007
Financial Snapshot
673
655
682
339
431
531
640
224
0
200
400
600
800
2002
2003
2004
2005
2006
3/31/07
6/30/07
9/30/07
23
152
73
46
11
94
26
25
0
50
100
150
200
2002
2003
2004
2005
2006
Qtrs. 1-3,
2007
Net Premium Written
351
747
607
516
424
790
795
771
0
200
400
600
800
2002
2003
2004
2005
2006
3/31/07
6/30/07
9/30/07
Net Income Before Loss Portfolio Transfer (LPT)
Equity Incl. Deferred Gain - LPT
Statutory Surplus
($ million)
Premium growth has declined due to California rate
decreases
Strong growth provides a solid basis for underwriting
Loss trends and investments are driving net income
Capital management plans include dividends and share
repurchases
6
Strategies
Focus on
Profitability
Target attractive, underserved small business market
Maintain disciplined risk selection, underwriting and
pricing
Pursue
Organic
Growth
Opportunities
Expand in current markets and in our new states
Leverage infrastructure, technology and systems
Utilize existing and new strategic distribution partners
Optimize
Capital
Structure
Invest in operations and manage capital prudently
Return capital to shareholders
Consider opportunistic strategic transactions
7
70.5%
1.9%
1.3%
2.3%
3.5%
19.2%
California
Nevada
Colorado
Utah
Idaho
Montana
New States
Expanding Geographic Footprint
2000
2002
2006
2007
FL
NM
MD
TX
OK
KS
NE
SD
ND
MT
WY
CO
UT
ID
AZ
NV
WA
CA
OR
KY
ME
NY
PA
MI
NH
MA
CT
VA
WV
OH
IN
IL
NC
TN
SC
AL
AR
LA
MO
IA
MN
WI
GA
MS
VT
NJ
DE
RI
8
NEW STATES
Florida, Oregon,
Texas, Arizona
and Illinois = 1.3%
Direct Premiums Written (%) for nine months ended 9/30/07
Seasoned Executives with Extensive Experience
31
EVP, Chief Financial Officer
William E. Yocke
28
SVP, Chief Underwriting Officer
Jeff J. Gans
25
SVP, Chief Claims Officer
Stephen V. Festa
19
SVP, President of Western Region
George Tway
22
SVP, President of Strategic Markets Region
David M. Quezada
16
SVP, President of Pacific Region
T. Hale Johnston
29
President and Chief Operating Officer
Martin J. Welch
22
Chief Executive Officer
Douglas D. Dirks
Experience
(Years)
Title
Name
Average experience of senior operating leadership = 24 years
9
Insurance Operations
Disciplined Underwriting
37.9% statutory loss and LAE ratio in 2006
Risk Selection
Expertise
Strong
Underwriting
Culture
Focused
Guidelines and
Consistent
Automated
Approach
Disciplined
Underwriting
Local Knowledge
Pricing of
Individual Risks
Five Basic Elements
11
12%
20%
19%
5%
4%
14%
26%
1%
13%
10%
7%
11%
23%
35%
Focus on Low to Medium Hazard Groups
EMPLOYERS
Focus on low to medium hazard risks allows us to optimize risk selection and pricing adequacy
Hazard Group A
Industry (1)
% of Premiums Written, 12/31/06
12
Hazard Group B
Hazard Group C
Hazard Group D
Hazard Group E
Hazard Group F
Hazard Group G
Hazard Groups A through D
Lower
Risk
Higher
Risk
(1) NCCI 2006 Premium Distribution by Hazard Group (as presented at 2007 Annual Issues Symposium).
Industry = 56%
EMPLOYERS = 82%
Customer Selection
35.1%
$136,883
Top 10
1.7
6,458
Automobile
D
2.0
7,939
Dentists & Dental Surgeons & Clerical
C
2.3
9,040
Clothing Manufacturers
C
2.4
9,455
Machine Shops
D
2.5
9,846
Clerical Office Employees
C
2.9
11,189
Store: Retail
B
3.0
11,590
College: Professional Employees & Clerical
B
4.8
18,854
Store: Wholesale
B
6.4
24,858
Physicians & Clerical
C
7.1%
$ 27,654
Restaurants
A
Percent of
Total
Direct Premiums
Written (000s)
Class
Hazard
Group
EMPLOYERS further differentiates risks within industry-defined customer classes
Top Ten Classes in 2006
13
Focused Marketing and Distribution
Independent Agents and Brokers
PACIFIC REGION
California
In 2006, 44% of direct
premiums written
STRATEGIC REGION
Largely ADP & Wellpoint;
added E-CHX in Qtr 4, 2006
Primarily California today
Intego Insurance Services, LLC,
in Qtr. 3, 2007
In 2006, 30% of direct premiums
written
Three business units target customer segments with a focused underwriting approach
WESTERN REGION
Nevada, Colorado, Utah,
Montana, Idaho, Texas,
Arizona, Illinois, Oregon,
Florida
In 2006, 26% of direct
premiums written
Strategic Distribution Partners
14
Strategic Distribution Partners
Largest payroll services company in the
U.S. with over 450,000 clients
Partner since entering California market
in 2002
Business originated by ADPs field sales
staff and insurance agency
Pay-by-Pay premium collection
Strategic partners expand market reach and produce business with high persistency
15
Largest group health carrier in California
Partner since entering California market
in 2002
Business originated by Wellpoints health
insurance agents
Single bill to customers
16
23,657
24,967
26,005
27,686
29,742
30,922
31,902
33,027
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
2002
2003
2004
2005
2006
3/31/07
6/30/07
9/30/07
Solid in force policy count growth
continued in the third quarter, 2007
33,027 at 9/30/07
29,311 at 9/30/06
Total increase of 3,716 or
12.7%
In Force Policy Count
Total in force policy count has grown consistently with a 2002 2006 CAGR of 6%
0%
25%
50%
75%
100%
125%
150%
'96
'97
'98
'99
'00
'01
'02
'03
'04
'05
Workers Compensation Industry
Historical Pure Loss Ratio
California
Total U.S.
Source: WCIRB as of 09/30/06 (California); Insurance Information Institute as of 12/31/05 (Total U.S.)
2002: EMPLOYERS
entry into California
17
18
California Rates and Rate Setting
- 14.2%
July 1, 2007
- 9.5%
January 1, 2007
-65.1%
Cumulative Change
-16.4%
July 1, 2006
-15.3%
January 1, 2006
-18.0%
July 1, 2005
- 2.2%
January 1, 2005
- 7.0%
July 1, 2004
-14.9%
January 1, 2004
Workers Compensation Insurance Rating Bureau (WCIRB)
recommended increase of 5.2% in October, 2007
Companys choice to implement rate changes
Internal analyses are compared to Bureaus view of the
industry to confirm actual experience
Filed loss cost multipliers (LCMs) account for loss
adjustment, underwriting and commission expenses and
targeted unlevered return of 12% to 13%
Rate deviation plans modify full premium rates based on
individual or group risk characteristics to yield effective
rates
EMPLOYERS filed a 4.5% decrease in premium for California
policies incepting on or after September 15, 2007
Rate filing accepted August, 2007
Awaiting Commissioner Ordered Advisory Pure Premium
Change for rates on January 1, 2008
Recent Commissioner Ordered
Advisory Pure Premium Changes
High performing insurance operation, built upon four key
elements
A highly focused customer base
A disciplined underwriting culture
An efficient and scalable infrastructure
Strong producer and strategic partner relationships, providing us
with:
broader access to markets
enhanced value delivery to our customers
more cost-effective production
Insurance Operations Summary
19
Financial Results
Four Key Elements of Our Financial Strength
Surplus of
$673MM
at 9/30/2007
Conservative
Reserving
High Quality
Investment
Portfolio
Catastrophe
Reinsurance
Program
0.5:1 NPW / Surplus
(Trailing 12 months NPW
at 9/30/07)
Approximately 90% fixed
maturity with average
rating AA
Coverage up to
$200MM loss
Track record of
reserve strength
21
Loss Portfolio Transfer (LPT)
$ millions
$602.5
Gain at 9/30/2007
(147.5)
Subsequent Reserve Adjustments
750
Gain at 1/1/2000
$ 775
Consideration
$1,525
Original Reserves Transferred
$2,000
Total Coverage
Contract
$ millions
$429.3
GAAP: Deferred Reinsurance
Gain LPT Agreement
(173.2)
Cumulative Amortization To Date
$602.5
Statutory Surplus Created
Accounting at 9/30/07
Non-recurring transaction with no ongoing cash benefits or charges to current operations
Retroactive 100% quota share reinsurance coverage for all losses occurring prior to 7/1/95
Gain on transaction booked as statutory surplus; deferred and amortized under GAAP
22
Selected Operating Results
23
Premiums are
declining due to
California rate
decreases
Loss trends and
investments are
driving net income
771.1
795.5
790.4
746.8
607.0
Equity including LPT deferred gain
341.8
361.6
352.0
303.8
144.6
Shareholders equity
2,282.5
2,294.3
2,307.2
2,307.8
2,350.0
Reserves for loss & LAE
3,169.3
3,221.2
3,221.2
3,195.7
3,094.2
Total assets
93.2
149.3
66.5
80.0
61.1
Cash and cash equivalents
1,730.9
1,695.2
1,768.6
1,715.7
1,595.8
Total investments
Balance Sheet Data
74.8
25.3
26.2
23.3
152.2
93.8
Net Income Before LPT
88.5
29.9
30.8
27.9
171.6
137.6
Net Income
59.4
19.2
19.3
20.8
68.2
54.4
Net Investment Income
262.4
88.5
84.1
89.8
393.0
438.3
Net Premiums Earned
262.0
87.3
81.5
93.2
387.2
439.7
Net Premiums Written
$ 271.3
$ 90.3
$ 84.6
$ 96.5
$ 401.8
$ 458.7
Gross Premiums Written
Income Statement Data
YTD
2007
Q3
2007
Q2
2007
Q1
2007
12/31/06
12/31/05
$ Million
Portfolio re-allocation (equity
sales) in Q4 of 2006 reduced
volatility
While premiums have
declined in California, losses
have also declined
Earnings and EPS
24
$ 1.43
$ .49
$ .49
$ .45
$ 3.04
$ 1.88
EPS Before Impacts of the LPT,
pro forma
.26
.09
.09
.08
.39
.87
EPS attributable to LPT
$ 1.69
.58
.58
.53
$3.43
$2.75
GAAP EPS for the period
$ 1.55
---
---
.40
EPS for Feb. 5 through the period
(required reporting due to conversion)
$ 74.8
$ 25.3
$ 26.2
$ 23.3
$ 152.2
$ 93.8
Net Income Before LPT
(13.7)
(4.6)
(4.6)
(4.6)
(19.4)
(43.8)
Less: LPT Deferred Gain Amortization
$88.5
$29.9
$30.8
$27.9
$171.6
$ 137.6
GAAP Net Income
YTD
2007
Q3
2007
Q2
2007
Q1
2007
12/31/06
12/31/05
$ Million
(except per share data)
(1) Pro Forma EPS for 2005 and 2006 assumes 50,000,002 shares outstanding before the conversion.
(2) Pro forma basic and diluted EPS computed using the weighted average shares outstanding during the period after the Companys IPO and assumes the
50,000,002 shares outstanding prior to the IPO. Equity instruments have been excluded in computing the diluted earnings per share because their
inclusion would be anti-dilutive.
(3) Basic and Diluted EPS computed using the actual weighted shares outstanding during the period.
(4) Basic EPS and Diluted EPS round to the same amount for the period.
(2)
(3)
(4)
(2,4)
(1)
(1)
(1)
(1)
(1)
(1)
(2)
(2)
(3)
(3)
(4)
(4)
(2,4)
(2,4)
Underwriting Profitability
(1)
Excluding $43.4 million of favorable development in the first nine months of 2007, our loss ratio before the LPT would have been 64.2% and our combined ratio
would have been 103.7%. We target a combined
ratio of 100.
(2)
Total deferred gain amortization and LPT reserve adjustment of $43.8 million in 2005, $19.4 million in 2006, $4.6 million in the first, second and third quarters of
2007.
(3)
Our higher expense ratio is largely a function of falling California rates.
25
Excluding reserve
development for 9
months, 2007 (1)
YTD
2007
12/31/06
12/31/05
COMBINED RATIO
$43.4
$43.4
$107.1
$78.1
Favorable Reserve Development ($ million)
103.7%
87.1%
72.6%
84.9%
Combined Ratio (excl. LPT)
25.8%
25.8%
22.3%
16.0%
Underwriting & Other Expense Ratio (3)
13.6%
13.6%
12.3%
10.7%
Commission Expense Ratio (3)
64.2%
47.6%
37.9%
58.3%
Loss & LAE Ratio (excl. LPT)
5.2%
5.2%
4.9%
10.0%
Less: Impact of LPT (2)
59.0%
42.4%
33.0%
48.3%
Loss & LAE Ratio
Retention
$10M xs $10M
Catastrophe per Occurrence
First Excess of Loss Layer
$30M xs $20M
Catastrophe per Occurrence
Second Excess of Loss Layer
$50M xs $50M
Catastrophe per Occurrence
Third Excess of Loss Layer
$50M xs $100M
Catastrophe per Occurrence
Fourth Excess of Loss Layer
$50M xs $150M
Catastrophe per Occurrence
Fifth Excess of Loss Layer
$5M xs $5M
$20M Aggregate
First Excess of Loss Layer
$200M
$ 5M
$10M
$20M
$50M
$100M
$150M
Expires 7/1/08
Priced annually
Includes terrorism, except nuclear,
biological, chemical and radiological
Increased retention to $5.0M
from $4.0M from previous treaty
Increased total limits by $25.0M from
previous treaty
Catastrophe Excess of Loss includes
maximum any one life of $10.0M
Reinsurance Program
26
Investment Portfolio
U.S. Treasury
Securities
8.2%
U.S. Agency
Securities
7.9%
Corporate
Securities
11.0%
Equities
6.3%
Asset-backed
Securities
1.2%
Commercial
Mortgage-
backed
Securities
2.8%
Mortgage-
backed
Securities
11.2%
Tax-exempt
Municipal
Securities
51.3%
$1.7 billion of
investment securities
- Less than .03% related to
sub-prime
- Less than 6% related to
financials
Approximately 90%
AA rated
Book yield of 4.4%
Tax equivalent book
yield of 5.3%
Effective duration of 5.7
Outsourced to Conning
Asset Management
Portfolio Mix at 9/30/07
27
Capital Management
$38 million ordinary
dividend capacity
(unassigned surplus at
12/31/2006), plus
$9.7 million in net proceeds
from the IPO, plus
$55 million up-streamed
extraordinary dividend
Greater than $100 million
available cash in 2007
Holding Company
Cash Flow
Strong Capital Position
$771 million GAAP
adjusted equity at
9/30/2007
0.6:1 NPW/surplus at
12/31/2006
No debt
Reserve strength
Our goal is to drive shareholder value through an improving ROE resulting from (i) profitability consistent with historical results, (ii) disciplined growth and (iii) prudent capital management
28
Capital Management
Tools
Shareholder dividends
$0.06 per share
quarterly dividend
Three quarters
declared, two paid
$3.2 million Q2, 2007
$3.1 million Q3, 2007
$3.0 million Q4, 2007
Share repurchase
$75 million in open
market in 2007
3,911,272 shares
Summary
Summary
Established enterprise with 94 year operating history
Focused operations and disciplined underwriting target an attractive
and underserved market segment with growth opportunities
Unique and long-standing strategic distribution relationships
Financial strength and flexibility - strong balance sheet and conservative
reserving
Experienced management team with deep knowledge of workers
compensation
30
Douglas D. Dirks
President & Chief Executive Officer
Employers Holdings, Inc.
William E. (Ric) Yocke
Chief Financial Officer
Employers Holdings, Inc.
Analyst Contact:
Vicki Erickson
Vice President, Investor Relations
Employers Holdings, Inc.
(775) 327-2794
verickson@employers.com
9790 Gateway Drive
Reno, NV. 89521-5906
(775) 327-2700
31