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
(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)
|
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 February 26, 2008.
|
|
99.2
|
Employers
Holdings, Inc. press release, dated February 26,
2008.
|
February 26,
2008
|
For Immediate
Release
|
Quarter
Ended
|
||||||||
December
31
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
Revenues
|
||||||||
Gross
written premiums
|
$
|
79,384
|
$
|
91,434
|
||||
Net
written premiums
|
$
|
76,537
|
$
|
87,714
|
||||
Net
premiums earned
|
$
|
84,448
|
$
|
92,849
|
||||
Net
investment income
|
19,237
|
18,472
|
||||||
Realized
(losses) gains on investments, net
|
502
|
48,617
|
||||||
Other
income
|
1,189
|
1,106
|
||||||
Total
revenues
|
105,376
|
161,044
|
||||||
Expenses
|
||||||||
Losses
and loss adjustment expenses
|
31,966
|
34,010
|
||||||
Commission
expense
|
8,539
|
11,615
|
||||||
Underwriting
and other operating expense
|
23,621
|
28,675
|
||||||
Total
expenses
|
64,126
|
74,300
|
||||||
Net
income before income taxes
|
41,250
|
86,744
|
||||||
Income
taxes
|
9,486
|
31,662
|
||||||
Net
income
|
$
|
31,764
|
$
|
55,082
|
||||
Earnings
per common share-basic and diluted (2)
(pro
forma for quarter ended December 31, 2006)
|
$
|
.64
|
$
|
1.10
|
(1) | |||
Reconciliation
of net income to net income before the impacts of the LPT
Agreement
|
$
|
31,764
|
$
|
55,082
|
||||
Less:
Amortization of deferred reinsurance gain – LPT Agreement
|
4,340
|
4,759
|
||||||
Net
Income before the impacts of LPT Agreement
|
$
|
27,424
|
$
|
50,323
|
||||
Pro
forma earnings per share data – basic and diluted – before
impacts of LPT Agreement, assuming the conversion from a mutual company to
a stock company (2)
– (pro forma for quarter ended December 31, 2006)
|
$
|
0.55
|
$
|
1.01
|
(1) | |||
Cash
dividends declared per common share
|
$
|
0.06
|
||||||
(1)
|
In
compliance with SEC requirements earnings per share is shown based on
50,000,002 shares issued in the conversion, for all historical periods
prior to the Company’s initial public offering. In future earnings
releases, our earnings per share for current periods will reflect the
weighted average shares outstanding for the
period.
|
(2)
|
Weighted
average number of common shares outstanding for quarter ended
12/31/07: 49,644,578 – Basic; 49,674,533 –
Diluted
|
Year
Ended
|
||||||
December
31
|
||||||
2007
|
2006
|
|||||
Revenues
|
||||||
Gross
premiums written
|
$
|
350,696
|
$
|
401,756
|
||
Net
premiums written
|
$
|
338,569
|
$
|
387,184
|
||
Net
premiums earned
|
$
|
346,884
|
$
|
392,986
|
||
Net
investment income
|
78,623
|
68,187
|
||||
Realized
gains on investments, net
|
180
|
54,277
|
||||
Other
income
|
4,236
|
4,800
|
||||
Total
revenues
|
429,923
|
520,250
|
||||
Expenses
|
||||||
Losses
and loss adjustment expenses
|
143,302
|
129,755
|
||||
Commission
expense
|
44,336
|
48,377
|
||||
Underwriting
and other operating expense
|
91,399
|
87,826
|
||||
Total
expenses
|
279,037
|
265,958
|
||||
Net
income before income taxes
|
150,886
|
254,292
|
||||
Income
taxes
|
30,603
|
82,722
|
||||
Net
income
|
$
|
120,283
|
$
|
171,570
|
||
Net
income after date of conversion (February 5 through December 31,
2007)
|
$
|
113,812
|
||||
Earnings
per common share-basic and diluted-for the period
February
5 through December 31, 2007 (1)
|
$
|
2.19
|
||||
Pro
forma earnings per common share-basic and diluted (2,3)
(pro
forma for year ended December 31, 2006)
|
$
|
2.32
|
$
|
3.43
|
||
Cash
dividends declared per common share
|
$
|
0.18
|
||||
(1)
|
Weighted
average number of common shares outstanding for period February 5, 2007
through December 31, 2007: 51,933,827 –
Basic; 51,943,412 –
Diluted
|
(2)
|
In
compliance with SEC requirements earnings per share is shown based on
50,000,002 shares issued in the conversion, for all historical periods
prior to the Company’s initial public offering. In future earnings
releases, our earnings per share for current periods will reflect the
weighted average shares outstanding for the
period.
|
(3)
|
Weighted
average number of common shares outstanding at
12/31/07: 51,748,392 – Basic; 51,757,057 –
Diluted
|
Year Ended
|
||||||
December
31,
|
||||||
2007
|
2006
|
|||||
Net
income
|
$
|
120,283
|
$
|
171,570
|
||
Less: Impact
of LPT Agreement:
Amortization of deferred
reinsurance gain – LPT
|
18,034
|
19,373
|
||||
Pro
forma net income before impact of LPT Agreement
|
$
|
102,249
|
$
|
152,197
|
||
Net
income after date of conversion (February 5 through December 31,
2007)
|
$
|
113,812
|
||||
Earnings
per common share–basic and diluted – for the period February 5 through
December 31, 2007 (1)
|
$ |
2.19
|
$
|
---- | ||
Pro
forma earnings per common share–basic and diluted – for years ended
December 31 (2)
|
$
|
2.32
|
$
|
3.43
|
||
Less:
Earnings per common share attributable to amortization of deferred
reinsurance gain – LPT (3,
4)
|
$
|
0.35
|
$
|
0.39
|
||
Pro
forma earnings per common share data-basic and diluted-before impact of
LPT
(2, 4)
|
$
|
1.97
|
$
|
3.04
|
||
(1)
|
Weighted
average number of common shares outstanding for period February 5, 2007
through December 31, 2007: 51,933,827 –
Basic; 51,943,412 –
Diluted
|
(2)
|
In
compliance with SEC requirements earnings per share is shown based on
50,000,002 shares issued in the conversion, for all historical periods
prior to the Company’s initial public offering. In future earnings
releases, our earnings per share for current periods will reflect the
weighted average shares outstanding for the
period.
|
(3)
|
Earnings
per share before the impact of the LPT for the period February 5 through
December 31, 2007 has not been
calculated.
|
(4)
|
Weighted
average number of common shares outstanding at
12/31/07: 51,748,392 – Basic; 51,757,057 –
Diluted
|
December
31,
|
||||||
2007
|
2006
|
|||||
Assets
|
||||||
Available
for Sale:
|
||||||
Fixed
maturity investments at fair value (amortized cost $1,594,159 in 2007
and $1,599,321 in 2006)
|
$
|
1,618,903
|
$
|
1,605,395
|
||
Equity
securities at fair value (cost $60,551 in 2007 and $63,478 in
2006)
|
107,377
|
102,289
|
||||
Short-term
investments (at cost or amortized cost, which approximates fair
value)
|
—
|
7,989
|
||||
Total
investments
|
1,726,280
|
1,715,673
|
||||
Cash
and cash equivalents
|
149,703
|
79,984
|
||||
Accrued
investment income
|
19,345
|
18,431
|
||||
Premiums
receivable, less bad debt allowance of $6,037 in 2007 and $6,911 in
2006
|
36,402
|
51,311
|
||||
Reinsurance
recoverable for:
|
||||||
Paid
losses
|
10,218
|
11,073
|
||||
Unpaid
losses, less allowance of $1,308 in 2007 and $1,276 in
2006
|
1,051,333
|
1,096,827
|
||||
Funds
held by or deposited with reinsureds
|
95,884
|
102,955
|
||||
Deferred
policy acquisition costs
|
14,901
|
13,767
|
||||
Deferred
income taxes, net
|
59,730
|
73,849
|
||||
Property
and equipment, net
|
14,133
|
15,598
|
||||
Other
assets
|
13,299
|
16,257
|
||||
Total
assets
|
$
|
3,191,228
|
$
|
3,195,725
|
||
Liabilities
and stockholders’ equity
|
||||||
Claims
and policy liabilities:
|
||||||
Unpaid losses
and loss adjustment expenses
|
$
|
2,269,710
|
$
|
2,307,755
|
||
Unearned
premiums
|
63,924
|
73,255
|
||||
Policyholders’
dividends accrued
|
386
|
506
|
||||
Total
claims and policy liabilities
|
2,334,020
|
2,381,516
|
||||
Commissions
and premium taxes payable
|
7,493
|
6,776
|
||||
Federal
income taxes payable
|
13,884
|
24,262
|
||||
Accounts
payable and accrued expenses
|
20,682
|
22,178
|
||||
Deferred
reinsurance gain–LPT Agreement
|
425,002
|
443,036
|
||||
Other
liabilities
|
10,694
|
14,180
|
||||
Total
liabilities
|
2,811,775
|
2,891,948
|
||||
Commitments
and contingencies
Stockholders’
equity:
|
||||||
Common stock, $0.01 par value;
150,000,000 shares authorized;
|
||||||
53,527,907 and 0 shares issued
and 49,616,635 and 0 shares
|
||||||
outstanding at December 31,
2007 and December 31, 2006, respectively
|
535
|
--
|
||||
Preferred stock, $0.01 par
value; 25,000,000 shares authorized; none issued
|
--
|
--
|
||||
Additional paid-in
capital
|
302,862
|
—
|
||||
Retained
earnings
|
104,536
|
274,602
|
||||
Accumulated other comprehensive income, net
|
46,520
|
29,175
|
||||
Treasury
stock, at cost (3,911,272 shares at December 31, 2007and 0 shares at
December 31, 2006)
|
(75,000)
|
—
|
||||
Total
stockholders’ equity
|
379,453
|
303,777
|
||||
Total
liabilities and stockholders’ equity
|
$
|
3,191,228
|
3,195,725
|
|||
Equity
including deferred reinsurance gain – LPT
|
||||||
Total
stockholders’ equity
|
$
|
379,453
|
$
|
303,777
|
||
Deferred
reinsurance gain – LPT Agreement
|
425,002
|
443,036
|
||||
Total
equity including deferred reinsurance gain – LPT Agreement
|
$
|
804,455
|
$
|
746,813
|
Year
Ended
|
|||||||
December
31,
|
|||||||
2007
|
2006
|
||||||
Operating
activities
|
|||||||
Net
income
|
$
|
120,283
|
$
|
171,570
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
|
6,406
|
4,152
|
|||||
Stock-based
compensation
|
1,720
|
--
|
|||||
Amortization of premium on
investments, net
|
6,430
|
5,496
|
|||||
Allowance for doubtful accounts –
premiums receivable
|
(874
|
)
|
294
|
||||
Allowance for doubtful accounts –
unpaid reinsurance recoverable
|
32
|
—
|
|||||
Deferred income tax
expense
|
4,779
|
5,980
|
|||||
Realized gains on investments,
net
|
(180
|
)
|
(54,277
|
)
|
|||
Realized losses on retirement of
assets
|
23
|
—
|
|||||
Change in operating assets and
liabilities:
|
|||||||
Accrued investment
income
|
(914
|
)
|
(4,135
|
)
|
|||
Premiums
receivable
|
15,783
|
8,206
|
|||||
Reinsurance recoverable on paid
and unpaid losses
|
46,317
|
43,266
|
|||||
Funds held by or deposited with
reinsureds
|
7,071
|
11,220
|
|||||
Unpaid losses and loss adjustment
expenses
|
(38,045
|
)
|
(42,226
|
)
|
|||
Unearned premiums
|
(9,331
|
)
|
(7,480
|
)
|
|||
Federal income taxes
payable
|
(10,378
|
)
|
4,393
|
||||
Accounts payable, accrued
expenses and other liabilities
|
(9,428
|
)
|
11,025
|
||||
Deferred reinsurance gain–LPT
Agreement
|
(18,034
|
)
|
(19,373
|
)
|
|||
Other
|
(1,506
|
)
|
(16,300
|
)
|
|||
Net
cash provided by operating activities
|
120,154
|
121,811
|
|||||
Investing
activities
|
|||||||
Purchase
of fixed maturities
|
(252,275
|
)
|
(678,026
|
)
|
|||
Purchase
of equity securities
|
(1,037
|
)
|
(12,224
|
)
|
|||
Proceeds
from sale of fixed maturities
|
208,697
|
245,216
|
|||||
Proceeds
from sale of equity securities
|
4,264
|
189,815
|
|||||
Proceeds
from maturities and redemptions of investments
|
55,475
|
165,021
|
|||||
Capital
expenditures and other, net
|
(4,964
|
)
|
(9,635
|
)
|
|||
Net
cash provided by (used in) investing activities
|
10,160
|
(99,833
|
)
|
||||
Financing
activities
|
|||||||
Issuance
of common stock, net
|
486,670
|
(3,077
|
)
|
||||
Cash
paid to eligible policyholders under plan of conversion
|
(462,989
|
)
|
—
|
||||
Acquisition
of treasury stock
|
(75,000
|
)
|
—
|
||||
Dividend
paid to stockholders
|
(9,276
|
)
|
—
|
||||
Net
cash used by financing activities
|
(60,595
|
)
|
(3,077
|
)
|
|||
Net
increase in cash and cash equivalents
|
69,719
|
18,901
|
|||||
Cash
and cash equivalents at the beginning of the year
|
79,984
|
61,083
|
|||||
Cash
and cash equivalents at the end of the year
|
$
|
149,703
|
$
|
79,984
|
|||
Cash
paid for income taxes
|
$
|
36,200
|
$
|
72,349
|
|||
Schedule
of non-cash transactions
|
|||||||
Stock
issued in exchange for membership interest
|
$
|
281,073
|
$
|
—
|
|||
Quarter
Ended
|
|||||||
December 31,
|
|||||||
2007
|
2006
|
||||||
Net
Premiums Earned
|
$
|
84,448
|
$
|
92,849
|
|||
Losses
and Loss Adjustment Expenses (LAE)
|
$
|
31,966
|
$
|
34,010
|
|||
Loss & LAE
Ratio
|
37.9
|
%
|
36.6
|
%
|
|||
Amortization
of deferred reinsurance gain - LPT
|
$
|
4,340
|
$
|
4,759
|
|||
Impacts
of LPT
|
5.1
|
%
|
5.1
|
%
|
|||
Loss & LAE before impacts
of LPT
|
$
|
36,306
|
$
|
38,769
|
|||
Loss & LAE Ratio before
impacts of LPT
|
43.0
|
%
|
41.8
|
%
|
|||
Commission
Expense
|
$
|
8,539
|
$
|
11,615
|
|||
Commission Expense
Ratio
|
10.1
|
%
|
12.5
|
%
|
|||
Underwriting
& Other Operating Expense
|
$
|
23,621
|
$
|
28,675
|
|||
Underwriting & Other
Operating Expense Ratio
|
28.0
|
%
|
30.9
|
%
|
|||
Total
Expense
|
$
|
64,126
|
$
|
74,300
|
|||
Combined Ratio
|
75.9
|
%
|
80.0
|
%
|
|||
Total
Expense before impacts of the LPT
|
$
|
68,466
|
$
|
79,059
|
|||
Combined Ratio before the
impacts of the LPT
|
81.1
|
%
|
85.1
|
%
|
|||
Year
Ended
|
|||||||
December
31,
|
|||||||
2007
|
2006
|
||||||
Net
Premiums Earned
|
$
|
346,884
|
$
|
392,986
|
|||
Losses
and Loss Adjustment Expenses (LAE)
|
$
|
143,302
|
$
|
129,755
|
|||
Loss & LAE
Ratio
|
41.3
|
%
|
33.0
|
%
|
|||
Amortization
of deferred reinsurance gain - LPT
|
$
|
18,034
|
$
|
19,373
|
|||
Impacts
of LPT
|
5.2
|
%
|
4.9
|
%
|
|||
Loss & LAE before impacts
of LPT
|
$
|
161,336
|
$
|
149,128
|
|||
Loss & LAE Ratio before
impacts of LPT
|
46.5
|
%
|
37.9
|
%
|
|||
Commission
Expense
|
$
|
44,336
|
$
|
48,377
|
|||
Commission Expense
Ratio
|
12.8
|
%
|
12.3
|
%
|
|||
Underwriting
& Other Operating Expense
|
$
|
91,399
|
$
|
87,826
|
|||
Underwriting & Other
Operating Expense Ratio
|
26.3
|
%
|
22.3
|
%
|
|||
Total
Expense
|
$
|
279,037
|
$
|
265,958
|
|||
Combined Ratio
|
80.4
|
%
|
67.7
|
%
|
|||
Total
Expense before impacts of the LPT
|
$
|
297,071
|
$
|
285,331
|
|||
Combined Ratio before the
impacts of the LPT
|
85.6
|
%
|
72.6
|
%
|
|||
February
26, 2008
|
For
Immediate Release
|