NEVADA
(State
or Other Jurisdiction of
Incorporation)
|
001-33245
(Commission
File Number)
|
04-3850065
(I.R.S.
Employer Identification No.)
|
10375
Professional Circle
Reno,
Nevada
(Address
of Principal Executive Offices)
|
89521
(Zip
Code)
|
|
Registrant's
telephone number including area code: (888)
682-6671
|
||
No
change since last report
(Former
Name or Address, if Changed Since Last
Report)
|
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))
|
EMPLOYERS
HOLDINGS, INC.
|
|||||
By:
|
/s/
Lenard T. Ormsby
|
||||
Name:
|
Lenard
T. Ormsby
|
||||
Title:
|
Executive
Vice President, Chief
|
||||
Legal
Officer and General Counsel
|
Exhibit
No.
|
Exhibit
|
99.1
|
Employers
Holdings, Inc. press release, dated May 6,
2009.
|
news release |
●
|
Diversified
direct written premium
|
o
|
California
40%, Florida 10%, Wisconsin 9%, Nevada 6%
|
●
|
Continued
favorable prior accident year development of $13.5
million
|
●
|
Portfolio
fair market value increased 2% from December 31, 2008 to $2.1 billion at
March 31, 2009
|
●
|
Generated
book value per share growth of 5% from $17.43 at December 31, 2008 to
$18.26 at March 31, 2009
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Revenues
|
(unaudited)
|
|||||||
Gross
written premiums
|
$
|
128,089
|
$
|
81,674
|
||||
Net
written premiums
|
$
|
124,672
|
$
|
79,104
|
||||
Net
premiums earned
|
$
|
111,600
|
$
|
75,896
|
||||
Net
investment income
|
23,306
|
18,903
|
||||||
Realized
losses on investments, net
|
(2,112
|
)
|
(1,488
|
)
|
||||
Other
income
|
146
|
438
|
||||||
Total
revenues
|
132,940
|
93,749
|
||||||
Expenses
|
||||||||
Losses
and loss adjustment expenses
|
59,162
|
30,614
|
||||||
Commission
expense
|
13,658
|
10,623
|
||||||
Dividends
to policyholders
|
2,018
|
15
|
||||||
Underwriting
and other operating expense
|
36,484
|
21,711
|
||||||
Interest
expense
|
1,959
|
---
|
||||||
Total
expenses
|
113,281
|
62,963
|
||||||
Net
income before income taxes
|
19,659
|
30,786
|
||||||
Income
tax (benefit) expense
|
(1,196
|
)
|
5,292
|
|||||
Net
income
|
$
|
20,855
|
$
|
25,494
|
||||
Reconciliation
of net income to net income
before
the impacts of the LPT Agreement
|
||||||||
Net
income
|
$
|
20,855
|
$
|
25,494
|
||||
Less:
Impact of LPT Agreement:
Amortization
of deferred reinsurance gain –
LPT
Agreement
|
4,348
|
4,792
|
||||||
Net
Income before the impacts of LPT Agreement
|
$
|
16,507
|
$
|
20,702
|
||||
Earnings
per common share
|
||||||
Three
Months Ended March 31,
|
||||||
2009
|
2008
|
|||||
(unaudited)
|
||||||
Net
Income
|
$
|
20,855
|
$
|
25,494
|
||
Earnings
per common share
|
||||||
Basic
|
$
|
0.43
|
$
|
0.51
|
||
Diluted
|
$
|
0.43
|
$
|
0.51
|
||
Weighted
average shares outstanding
|
||||||
Basic
|
48,576,655
|
49,611,213
|
||||
Diluted
|
48,612,853
|
49,646,553
|
||||
Reconciliation
of EPS to EPS
before
the impacts of the LPT Agreement
|
||||||
Earnings
per common share
|
||||||
Basic
|
$
|
0.43
|
$
|
0.51
|
||
Diluted
|
$
|
0.43
|
$
|
0.51
|
||
Earnings
per common share attributable to the LPT Agreement
|
||||||
Basic
|
$
|
0.09
|
$
|
0.09
|
||
Diluted
|
$
|
0.09
|
$
|
0.09
|
||
Earnings
per common share before the LPT
Agreement
|
||||||
Basic
|
$
|
0.34
|
$
|
0.42
|
||
Diluted
|
$
|
0.34
|
$
|
0.42
|
||
Reconciliation
of basic EPS before the impact of the LPT to
change
in book value per share
|
||||||
Basic
EPS before the impact of the LPT
|
$
|
0.34
|
||||
Treasury
stock repurchase
|
0.29
|
|||||
Change
in other comprehensive income
|
0.25
|
|||||
Dividend
to shareholders
|
(0.06
|
)
|
||||
Other
|
0.01
|
|||||
Change
in book value per share
|
$
|
0.83
|
As
of
March
31,
|
As
of
December
31,
|
||||
2009
|
2008
|
||||
Assets
|
(unaudited)
|
||||
Available
for Sale:
|
|||||
Fixed
maturity investments at fair value (amortized cost $1,936,482
at
March
31, 2009 and $1,870,227 at December 31, 2008)
|
$
|
1,997,409
|
$
|
1,909,391
|
|
Equity
securities at fair value (cost of $41,232 at March 31, 2009 and
$43,014
at
December 31, 2008)
|
52,825
|
58,526
|
|||
Short-term
investments at fair value (amortized cost $32,752 at
March
31, 2009 and $74,952 at December 31, 2008)
|
32,985
|
75,024
|
|||
Total
investments
|
2,083,219
|
2,042,941
|
|||
Cash
and cash equivalents
|
190,431
|
202,893
|
|||
Accrued
investment income
|
22,667
|
24,201
|
|||
Premiums
receivable, less bad debt allowance of $8,606 at March 31,
2009
and $7,911
at December 31, 2008
|
105,097
|
91,273
|
|||
Reinsurance
recoverable for:
|
|||||
Paid
losses
|
11,504
|
12,723
|
|||
Unpaid
losses, less allowance of $1,335 at each
period
|
1,065,343
|
1,075,015
|
|||
Funds
held by or deposited with reinsureds
|
87,087
|
88,163
|
|||
Deferred
policy acquisition costs
|
33,861
|
32,365
|
|||
Federal
income taxes recoverable
|
9,672
|
11,042
|
|||
Deferred
income taxes, net
|
70,070
|
80,968
|
|||
Property
and equipment, net
|
13,211
|
14,098
|
|||
Intangible
assets, net
|
17,358
|
18,218
|
|||
Goodwill
|
36,192
|
36,192
|
|||
Other
assets
|
19,066
|
26,621
|
|||
Total
assets
|
$
|
3,764,778
|
$
|
3,756,713
|
|
Liabilities
and stockholders’ equity
|
|||||
Claims
and policy liabilities:
|
|||||
Unpaid losses and loss adjustment
expenses
|
$
|
2,494,554
|
$
|
2,506,478
|
|
Unearned
premiums
|
151,930
|
139,310
|
|||
Policyholders’ dividends
accrued
|
8,725
|
8,737
|
|||
Total
claims and policy liabilities
|
2,655,209
|
2,654,525
|
|||
Commissions
and premium taxes payable
|
14,030
|
12,691
|
|||
Accounts
payable and accrued expenses
|
20,624
|
24,192
|
|||
Deferred
reinsurance gain – LPT Agreement
|
402,233
|
406,581
|
|||
Notes
Payable
|
182,000
|
182,000
|
|||
Other
liabilities
|
30,740
|
31,996
|
|||
Total
liabilities
|
$
|
3,304,836
|
$
|
3,311,985
|
As
of
March
31,
|
As
of
December
31,
|
||||||
2009
|
2008
|
||||||
(unaudited)
|
|||||||
Commitments
and contingencies
|
|||||||
Stockholders’
equity:
|
|||||||
Common
stock, $0.01 par value; 150,000,000 shares authorized;
|
|||||||
53,528,207
and 53,528,207 shares issued and 47,205,945 and 48,830,140
shares
outstanding at March 31, 2009 and December 31, 2008,
respectively
|
535
|
535
|
|||||
Preferred
stock, $0.01 par value; 25,000,000 shares authorized; none
issued
|
---
|
---
|
|||||
Additional
paid-in capital
|
306,854
|
306,032
|
|||||
Retained
earnings
|
212,454
|
194,509
|
|||||
Accumulated
other comprehensive income, net
|
44,781
|
32,804
|
|||||
Treasury
stock, at cost (6,322,262 shares at March 31, 2009 and
4,698,067
|
|||||||
shares
at December 31, 2008)
|
(104,682
|
)
|
(89,152
|
)
|
|||
Total
stockholders’ equity
|
459,942
|
444,728
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
3,764,778
|
$
|
3,756,713
|
|||
Equity
including deferred reinsurance gain – LPT
|
|||||||
Total
stockholders’ equity
|
$
|
459,942
|
$
|
444,728
|
|||
Deferred
reinsurance gain – LPT Agreement
|
402,233
|
406,581
|
|||||
Total
equity including deferred reinsurance gain – LPT Agreement (A)
|
$
|
862,175
|
$
|
851,309
|
|||
Shares
outstanding (B)
|
47,205,945
|
48,830,140
|
|||||
Book
value per share (A * 1000
/ B)
|
$
|
18.26
|
$
|
17.43
|
|||
Increase
in book value per share for the three months ended March 31,
2009
|
$
|
0.83
|
|||||
Three
months ended March 31,
|
|||||||
2009
|
2008
|
||||||
(unaudited)
|
|||||||
Operating
activities
|
|||||||
Net
income
|
$
|
20,855
|
$
|
25,494
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
3,006
|
1,618
|
|||||
Stock-based
compensation
|
821
|
632
|
|||||
Amortization
of premium on investments, net
|
1,218
|
1,687
|
|||||
Allowance
for doubtful accounts – premiums receivable
|
695
|
197
|
|||||
Deferred
income tax expense
|
4,355
|
4,531
|
|||||
Realized
losses on investments, net
|
2,112
|
1,488
|
|||||
Realized
losses on retirement of assets
|
26
|
---
|
|||||
Change
in operating assets and liabilities:
|
|||||||
Accrued
investment income
|
1,534
|
722
|
|||||
Premiums
receivable
|
(14,519
|
)
|
4,921
|
||||
Reinsurance
recoverable on paid and unpaid losses
|
10,891
|
8,724
|
|||||
Funds
held by or deposited with reinsureds
|
1,076
|
1,911
|
|||||
Unpaid
losses and loss adjustment expenses
|
(11,924
|
)
|
(14,470
|
)
|
|||
Unearned
premiums
|
12,620
|
1,073
|
|||||
Federal
income taxes
|
1,370
|
(3,017
|
)
|
||||
Accounts
payable, accrued expenses and other liabilities
|
(6,384
|
)
|
(2,900
|
)
|
|||
Deferred
reinsurance gain–LPT Agreement
|
(4,348
|
)
|
(4,792
|
)
|
|||
Other
|
7,372
|
(1,734
|
)
|
||||
Net
cash provided by operating activities
|
30,776
|
26,085
|
|||||
Investing
activities
|
|||||||
Purchase
of fixed maturities
|
(110,512
|
)
|
(5,414
|
)
|
|||
Purchase
of equity securities
|
(150
|
)
|
(764
|
)
|
|||
Proceeds
from sale of fixed maturities
|
21,890
|
11,687
|
|||||
Proceeds
from sale of equity securities
|
3,276
|
764
|
|||||
Proceeds
from maturities and redemptions of investments
|
59,883
|
2,500
|
|||||
Cash
paid of acquisition, net of cash and cash equivalents
acquired
|
(100
|
)
|
(758
|
)
|
|||
Capital
expenditures and other, net
|
(1,261
|
)
|
(1,925
|
)
|
|||
Net
cash (used in) provided by investing activities
|
(26,974
|
)
|
6,090
|
||||
Financing
activities
|
|||||||
Acquisition
of treasury stock
|
(13,355
|
)
|
(796
|
)
|
|||
Dividend
paid to stockholders
|
(2,909
|
)
|
(2,977
|
)
|
|||
Net
cash used in financing activities
|
(16,264
|
)
|
(3,773
|
)
|
|||
Net
(decrease) increase in cash and cash equivalents
|
(12,462
|
)
|
28,402
|
||||
Cash
and cash equivalents at the beginning of the period
|
202,893
|
149,703
|
|||||
Cash
and cash equivalents at the end of the period
|
$
|
190,431
|
$
|
178,105
|
|||
Three
months ended March 31,
|
|||||||
2009
|
2008
|
||||||
(unaudited)
|
|||||||
Net
Premiums Earned
|
$
|
111,600
|
$
|
75,896
|
|||
Losses
and Loss Adjustment Expenses (LAE)
|
$
|
59,162
|
$
|
30,614
|
|||
Losses
& LAE Ratio
|
53.0
|
%
|
40.3
|
%
|
|||
Amortization
of deferred reinsurance gain – LPT
|
$
|
4,348
|
$
|
4,792
|
|||
Impacts
of LPT
|
3.9
|
%
|
6.3
|
%
|
|||
Losses
& LAE before impact of LPT
|
$
|
63,510
|
$
|
35,406
|
|||
Losses
& LAE Ratio before impact of LPT
|
56.9
|
%
|
46.7
|
%
|
|||
Commission
Expense
|
$
|
13,658
|
$
|
10,623
|
|||
Commission
Expense Ratio
|
12.2
|
%
|
14.0
|
%
|
|||
Dividends
to Policyholders
|
2,018
|
15
|
|||||
Dividend
Expense Ratio
|
1.8
|
%
|
0.0
|
%
|
|||
Underwriting
& Other Operating Expense
|
$
|
36,484
|
$
|
21,711
|
|||
Underwriting
& Other Operating Expense Ratio
|
32.7
|
%
|
28.6
|
%
|
|||
Total
Expense
|
$
|
111,322
|
$
|
62,963
|
|||
Combined
Ratio
|
99.8
|
%
|
83.0
|
%
|
|||
Total
Expense before impact of the LPT
|
$
|
115,670
|
$
|
67,755
|
|||
Combined
Ratio before the impact of the LPT
|
103.6
|
%
|
89.3
|
%
|
|||