epi-8k.htm
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): April 7, 2008
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.)
|
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)
|
_____________________
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 a presentation 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 management's 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 furnished as Exhibit 99.1 to this Current
Report on Form 8-K. The information set forth under "Item
7.01. Regulation FD Disclosure." and Exhibit 99.1 is intended to be
furnished pursuant to Item 7.01. Such information, including Exhibit
99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing. The furnishing of this information pursuant to Item 7.01
shall not be deemed an admission by the Company as to the materiality of such
information.
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.
|
EMPLOYERS
HOLDINGS, INC.
|
|
|
|
|
By:
|
/s/
Lenard T. Ormsby
|
|
Name:
|
Lenard
T. Ormsby
|
|
Title:
|
Executive
Vice President, Chief Legal Officer and General
Counsel
|
Dated: April
7, 2008
Exhibit
Index
|
|
|
|
|
|
99.1
|
|
Presentation
Materials
|
ex99-1.htm
Exhibit
99.1
Employers
Holdings, Inc.
Management
Presentation
April,
2008
This
slide presentation is for informational purposes only. It
should be read in conjunction with our Form 10-K for the year 2007, our Form
10-Q for the
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
2007, our Form 10-Q for the quarters of 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.
All
forward-looking statements made in this presentation, related to the anticipated
acquisition of AmCOMP, Inc. or otherwise, reflect EMPLOYERS
current views
with respect to future events, business transactions and business performance
and are made pursuant to the safe harbor provisions of the
Private Securities
Litigation Reform Act of 1995. Such statements involve risks and uncertainties,
which may cause actual results to differ materially from
those set forth in
these statements. The following factors, among others, could cause or contribute
to such material differences: failure
to satisfy any of the
conditions of closing, including the failure to obtain
AmCOMP stockholder approval or any required regulatory approvals; the risks that
EMPLOYERS and
AmCOMP's businesses will not be integrated successfully; the
risk that EMPLOYERS will not realize estimated cost savings and synergies; costs
relating
to the proposed transaction; and disruption from the transaction
making it more difficult to maintain relationships with customers,
employees,
agents
or
producers. 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
© 2008 EMPLOYERS. All rights reserved. EMPLOYERS and America’s 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.
Safe
Harbor Disclosure
Corporate
Overview
and
Operations
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 at 12/31/07
– 72%
in California
– 17%
in Nevada
– 11%
in nine other states
Customers
· Small
businesses in low-to-medium hazard industries
· Distribution
through independent agents and strategic partners
· Average
annual policy premium of approximately $10,000
(1) Based
on “One-Year Premium and Loss Study,” United States., California and Nevada,
A.M. Best Company, 2006
2
Overview
To
be the leader in workers’
compensation for small
businesses
History & Key
Strengths
(1)
EICN = Employers Insurance Company of Nevada, SIIS = State Industrial Insurance
System
• Demutualization
and
IPO
• Entry
into
California
Market
Goal:
2007
2002
• EICN
Assumed
Assets,
Liabilities
and
Operations
of
SIIS (1)
3
2005
2008
• Signed
definitive
agreement
to acquire
AmCOMP
Incorporated
1913
• Established
enterprise - 95 year operating
history
• Focused
operations and disciplined underwriting
- attractive and
underserved target 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
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
PA
NH
MA
CT
VA
WV
OH
IN
IL
NC
TN
SC
AL
AR
LA
MO
IA
MN
GA
MS
VT
NJ
DE
RI
RECENT
STATES
Florida,
Oregon,
Texas, Arizona
and Illinois = 1.7%
Direct
Premiums Written (%) at 12/31/07
4
Geographic
Footprint
46.5%
statutory loss and LAE ratio as of 12/31/07
Risk
Selection
Expertise
Strong
Underwriting
Culture
Focused
Guidelines
and
Consistent
Automated
Approach
Disciplined
Underwriting
Local
Knowledge
Pricing
of
Individual
Risks
Five
Basic Elements
5
Disciplined
Underwriting
EMPLOYERS
Focus
on low to medium hazard risks allows us to optimize risk selection and pricing
adequacy
Industry
(1)
%
of Premiums Written, 12/31/06
6
(1)
NCCI 2006 Premium Distribution by Hazard Group (as presented at 2007 Annual
Issues Symposium).
%
of Premiums Written, 12/31/07
Focus
on Low to Medium Hazard Groups
Customer
Selection
Hazard Group
|
Class
|
Direct
Premiums
Written
(000s)
|
Percent
of Total
|
A
|
Restaurants
|
$ 22,292
|
6.4%
|
C
|
Physicians
& Clerical
|
20,402
|
5.8
|
B
|
Store:
Wholesale
|
16,917
|
4.8
|
B
|
Store:
Retail
|
10,411
|
3.0
|
B
|
College:
Professional Employees & Clerical
|
9,114
|
2.6
|
C
|
Clothing
Manufacturers
|
8,349
|
2.4
|
C
|
Clerical
Office Employees
|
8,166
|
2.3
|
D
|
Machine
Shops
|
7,558
|
2.2
|
D
|
Automobile
Service or Repair Center or Drivers
|
6,183
|
1.8
|
C
|
Dentists
& Dental Surgeons & Clerical
|
6,142
|
1.8
|
|
Top
10
|
$115,534
|
33.1%
|
EMPLOYERS
further differentiates risks within industry-defined customer
classes
Top
Ten Classes in 2007
7
• Largest payroll
services company
in
the U.S. with over 450,000
clients
• Partner since
entering California
market
in 2002
• Business
originated by ADP’s field
sales
staff and insurance agency
• “Pay-by-Pay”
premium collection
Strategic
partners expand market reach and produce business with high
persistency
8
• Largest group
health carrier in
California
• Partner since
entering
California
market in 2002
• Business
originated by
Wellpoint’s
health insurance
agents
• Single bill to
customers
E-chx,
Inc.
• Specialty provider
of
payroll
services
Intego Insurance
Services, LLC
• Since Q 4
2007
• Provider of
insurance
software
services
Strategic
Distribution Partners
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
· Consider
opportunistic strategic transactions
· Return
capital to shareholders
9
Strategies
AmCOMP Acquisition
- - Compelling Transaction
Strategic
Rationale
10
Key
Terms
• Announced
1/10/08
• Estimated
closing: 2Q
2008
• Subject
to regulatory approvals
and
AmCOMP shareholder vote
• $12.50
per share, $194 million
equity
value, $230 million
including
assumed debt
• 100%
cash consideration
• Expected
financing sources:
combination
of debt and cash
• Excellent
strategic fit
– Mono-line workers’
compensation
company,
disciplined underwriting, small
to
mid-sized businesses
• Immediate
premium volume growth
– $221 million
direct premium written in18 states
– Over 900
independent agencies
• Increased
scale
– Diversified
earnings base
• Meaningful
synergies
– $10 million annual
pre-tax cost savings
achievable
by 2010
• Elimination of
public company expenses,
systems
integration, lower reinsurance costs
• Financial
benefits
– Efficient use of
capital and debt capacity
– Accretive to EPS
and ROE in first full year
FL
NM
MD
TX
OK
KS
NE
SD
ND
MT
WY
CO
UT
ID
AZ
NV
WA
CA
OR
KY
ME
NY
PA
NH
MA
CT
VA
WV
OH
IN
IL
NC
TN
SC
AL
AR
LA
MO
IA
MN
GA
MS
VT
NJ
DE
RI
11
AmCOMP
EMPLOYERS
Overlap
Expands EMPLOYERS
Geographic Footprint
Pro-Forma
Rankings (1)
|
CA
|
8
|
NV
|
2
|
FL
|
10
|
TX
|
14
|
WI
|
14
|
Total
U.S.
|
13
|
(1) By 2006 Direct
Premiums Written for states, by 2006 Net Premiums Written for total U.S., A.M.
Best
12
EMPLOYERS
EMPLOYERS
+ AmCOMP Pro Forma
%
of Direct Premiums Written, 12/31/07
California
Indiana
3%
Texas
Other
44%
11%
17%
11%
5%
6%
Wisconsin
Nevada
Florida
California
Nevada
Other
72%
17%
11%
Direct
Premiums Written: $ 346 Million
Direct
Premiums Written: $ 567 Million
Tennessee
3%
Diversifies
EMPLOYERS Geographic Footprint
Surplus
of
$698 MM
Conservative
Reserving
High
Quality
Investment
Portfolio
Catastrophe
Reinsurance
Program
0.5:1
NPW / Surplus
at 12/31/07
Approximately
93%
fixed maturity with
average rating AA
Coverage
up to
$200MM loss
Track
record of
reserve strength
14
Four
Key Elements of Our Financial Strength
15
Loss
Portfolio Transfer (LPT)
• Non-recurring
transaction with no ongoing cash benefits or charges to current
operations
• Retroactive 100%
quota share reinsurance coverage for all losses occurring prior to
7/1/95
• Gain on
transaction booked as statutory surplus; deferred and amortized under
GAAP
Net
Premium Written
Net
Income Before Loss Portfolio Transfer (LPT)
Equity
Incl. Deferred Gain - LPT
Statutory
Surplus
($
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
16
Financial
Snapshot
17
Healthy
in
force
policy
count
growth
of
13.3%
in
2007
Growing In Force
Policy Count
Total
in force policy count has grown consistently
’02 -
’07 CAGR = 7.3%
Premiums
declined
due to
California
rate
decreases
Loss
trends and
Investments
are
driving net
income
Cash
holdings increased to
support acquisition
and other
capital management
programs
While
premiums have
declined in
California,
losses
have also declined
18
Selected Operating
Results
19
(1) Pro
Forma EPS for 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 Company’s IPO and assumes the
50,000,002
shares outstanding prior to the IPO.
(3) Basic EPS and
Diluted EPS round to the same amount for the periods.
(4) EPS before the
impact of the LPT for the period February 5 through December 31, 2007 has not
been calculated.
NOTES:
Earnings and
EPS
_____________________________________________________
Total
deferred gain amortization and LPT reserve adjustment of $43.8 million in 2005,
$19.4 million in 2006, and $18 million in 2007.
Our
recent expense ratios are largely a function of declines in California
rates.
Net of
$1.6 million commutation in the third quarter.
(2)
(1)
(3)
20
Underwriting
Profitability
Portfolio Mix at
12/31/07
• $1.7
billion of investment
securities
-
Less than .03% related to
sub-prime
-
Less than 6% related to
financials
• Approximately
93% AA rated
• Book
yield of 4.37%
• Tax
equivalent yield of 5.37%
• Effective
duration of 5.82
• Outsourced
to Conning Asset
Management
21
Investment
Portfolio
Holding
Company
Cash Flow
Strong
Capital Position
• $804 million
GAAP
adjusted
equity at
12/31/07
• 0.5:1 NPW/surplus
at
12/31/2007
• No debt
pre-acquisition
• 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
Capital
Management Tools
• Shareholder
dividends
– $0.06 per
share
quarterly
dividend
– Four quarters for
a
total
of $12.3 million
• Share
repurchases
– Completed $75
million
on
10/17/2007,
3,911,272
total shares
– $100
million
authorized
in February
2008,
authorization
through
June 30 2009
22
Capital
Management
24
Summary
• Established
enterprise with 95 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
insurance
Analyst
Contact:
Vicki
Erickson
Vice President, Investor Relations
Employers Holdings,
Inc.
(775) 327-2794
verickson@employers.com
10375
Professional Circle
Reno, NV. 89521
(775) 327-2700
25
Douglas D.
Dirks
President & Chief Executive Officer
Employers Holdings,
Inc.
William E. (Ric) Yocke
Chief Financial Officer
Employers
Holdings, Inc.