SEC Filing | Employers Holdings, Inc.

View:

Download DOC

Download PDF

Download XLS

employers_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): August 18, 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: August 18, 2008

Exhibit Index

Exhibit No.		Exhibit
99.1		Presentation Materials

employers_ex99-1.htm

Employers Holdings, Inc.

Investor Presentation

August, 2008

Exhibit 99.1

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 first
and second quarters of 2008 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 first and second quarters of 2008 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”. 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, Incorporated (AmCOMP) 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

Business

· Specialty provider of workers’ compensation
insurance

· Coverage required by statute

· Medical, temporary/permanent indemnity, death

Geographic

· 12 states, headquarters Reno, NV

· Market leading presence in California and Nevada

· Unique markets by state and area

Customers

· Small “main street” businesses

· 35,299 in force policies with $8,464 average policy size
at June 30, 2008

· Low-to-medium hazard exposure industries

· Top classes include restaurants, physicians, dentists,
clerical, retail stores

· Distribution through agents and strategic partners

$50 billion
per year
industry
(2007, A.M. Best)

Highly
focused
business
model

Operate in
48% of total
market
(2007, A.M. Best)

Overview

Key Strengths

	Net Income*	Book Value per Share*
2007	$ 102 Million	$16.21
2006	$ 152 Million	$14.94
2005	$ 94 Million	$12.14

* Adjusted for the Loss Portfolio Transfer
(LPT) - see Appendix and SEC Filings

• Established enterprise with consistently strong performance - 95 year operating history

• Focused operations and disciplined underwriting - attractive, underserved target market
segment with growth opportunities

• Unique and long-standing strategic distribution relationships - resulting in higher
retention

• Financial strength and flexibility - - strong balance sheet, conservative reserving, negligible
asset exposure to recent sub-prime market dislocations

• Experienced management team with deep knowledge of workers’ compensation - -
average 25 years experience with the ability to manage through challenging operating
conditions

FOCUS

GROWTH

CAPITAL

Key Strategies

FOCUS

Executing our Strategies

Focus: Attractive Small Business Market

• U.S. Small Business Administration

– 26.8 million small businesses in
2006

– More new business creation than
closures in 2006

• Two thirds of new firms survive at
least two years; 44% at least four
years

– Create 60% to 80% of net new jobs

– Share of employment remains
steady as some grow into larger
firms

– Small businesses employ about half
of U.S. workers

• Proven business model

• Significant room for growth

• In-depth market knowledge

Reduced reliance on
any one policyholder

Specialty provider for small businesses

Underserved by large carriers

Less price sensitivity

Strong persistency

Risk Selection
Expertise

Strong Underwriting
Culture

Focused

Guidelines and

Consistent
Automated

Approach

Disciplined
Underwriting

Pricing of Individual
Risks

Local Knowledge

Focus: Disciplined Underwriting

Focus: Disciplined Risk Selection

EMPLOYERS further differentiates risks within industry-defined customer classes

A	Restaurants	6.4
C	Physicians and Clerical	5.8
B	Wholesale Stores	4.8
B	Retail Stores	3.0
B	College Employees	2.6
C	Clothing Manufacturers	2.4
C	Clerical Office Employees	2.3
D	Machine Shops	2.2
D	Automobile Services	1.8
C	Dentists/Dental Employees	1.8
	Total Top 10	33.1

NCCI
Hazard
Group

% of Direct
Written
Premium

Top 10 Classes in 2007

Focus: Superior Claims Management

• In-house medical management staff help coordinate care and manage medical costs

– URAC accreditation in case management and utilization review

• Comprehensive fraud program

– $10 million savings in 2007

• Rigorous quality assurance processes ensure compliance with best practices and
regulatory requirements

• Dedicated subrogation unit with recoveries over $2 million in 2007

• Savings in excess of $2.5 million in 2007 through pharmacy benefit management program

• Claims professionals average over a decade of experience

Focus: Delivering superior loss ratios

Consistently lower Losses and LAE ratios than the industry

(Before the Loss Portfolio Transfer - see
APPENDIX)

A.M. Best, “Aggregates and Averages”

GROWTH

Executing our Strategies

California

Arizona

Montana

Other

Utah

Nevada

Colorado

Illinois

Idaho

2000

2002

2006

2007

Direct Premiums Written (%) at 6/30/08

2008

Growth: Selectively Expanding Footprint

• 2002 - 2007 NPW CAGR of 13%

• Top line challenged by prior rate
decreases in California, economic
slowdown in Southern Nevada and
increasing competition in some markets

• Outlook:

– EMPLOYERS California rate change
(- 4.5% effective 9/15/07) will roll
through Q 3, 2008

– California advisory pure premium rates
stable since July, 2007

– California Rating Bureau (WCIRB) is
recommending pure premium rate
increase of 16% for 2009

– APPLYING DISCIPLINE: Will not grow
top line at the expense of bottom line
profitability

Growth: Top Line

$ million

Net Premiums Written

$ million

# policies

• Strong in force policy growth

– Strong sales and marketing efforts

• 2008 TTM* gain a healthy 10.6%

– 13% in California, our largest market

– 37% in states other than California
and Nevada

• Maintaining underwriting discipline

– Focused operations

– 90% of total policy count in Hazard
Groups A through D

– Top ten customer classes: 100% in
Hazard Groups A through D were
42% of total 6/30/08 policy count

Growth: Increasing market penetration

* trailing twelve months

Responsible Organic Growth

Substantive M & A Growth

Purchase
Fremont Book
of Business

Purchase
AmCOMP
Incorporated

Net
Premiums
Written

• Excellent strategic fit

• Immediate growth in
premium volume

– Introduction of A- rated
paper

• Increased scale

– 15 new states

– Diversified earnings

• Meaningful synergies

– $10 million by year 3

– Leverage best practices

• Financial benefits

– Deploy capital in core
assets with history of
profits

– Accretive to EPS / ROE

2007
Pro Forma
(EMPLOYERS,
$339 M and
AmCOMP,
$221 M)

Pending acquisition of AmCOMP

Growth: Organic and Strategic

EMPLOYERS

AmCOMP

Overlap

California

Indiana
3%

Texas

Other

44%

11%

17%

11%

Wisconsin

Nevada

Florida

Tennessee
3%

EMPLOYERS is building national scale with local knowledge

Pro Forma with AmCOMP Acquisition

Direct Premiums Written (%) at 12/31/07

Growth: Selectively Expanding Footprint

• Scalable business model

– Increasing policy count per full time employee

• 7.4% increase in this measure from 2006 to 2007

• Increasing the ease of doing business

– Highly automated underwriting system - EACCESS

• Electronic submission and review of applications

• Includes underwriting guidelines and standards

• Average small policy size requires automation

• Initiatives

– Continuing roll-out of EACCESS to agents

– Building scale

Growth: Leverage Infrastructure, Technology and Systems

Independent Agents and Brokers

Strategic Partnerships

Industry Focused

• California Restaurant
Association provider of choice

• California Medical Association
sponsorship

• Over 900 in place

• Strong relationships
with agents

Restaurants and physicians
are our top two classes of
customers

Growth: Unique Distribution Network

Strategic Partnerships

• Provide a distribution
advantage

– Expand market reach

– Significant knowledge
of local markets

• Result in high
persistency

• Contribute about

one-third of direct
premiums written

• Largest payroll services company in the U.S. with over
450,000 clients

• Partner since 2002 - business originated by ADP’s field sales
staff and insurance agency with “Pay-by-Pay” premium
collection

• Largest group health carrier in California - exclusive
relationship

• Partner since 2002 - business originated by Wellpoint’s health
insurance agents with a single bill to customers

• Use medical provider network

• Specialty provider of payroll services / insurance broker

• Partner since Q 4 2006, expanded alliance in 2008

• Provider of insurance software services

• Partner since Q 4 2007

• Small business payroll services

• Program since Q 2 2008

Growth: Increasing Points of Access

• Overall retention mid to
high 80s

• Strategic partnerships
historically low 90s

• Slightly lower but strong
retention in 2008

Growth: Strong retention rates

Strategic partnerships maintain higher retention rates

CAPITAL

Executing our Strategies

Strong

Underwriting

Leverage

Conservative
Reserving

High Quality
Investment
Portfolio

Catastrophe
Reinsurance
Program

Position of
Financial Strength

• Strong growth in statutory surplus provides a solid
basis for underwriting

– $275 million extraordinary dividends to parent as of
6/30/08

• 0.7 : 1 NPW / statutory surplus ratio at 6/30/08

• Financial Strength Rating of A- (Excellent) by A.M.
Best

($ million)

Operating Company Surplus

Capital: Manage Capital Prudently

• Holding Company Leverage

– $150 million Amended and Restated Secured Revolving Credit Facility (Wells Fargo)
through April 30, 2009 for acquisition costs and general corporate purposes

• After April 30, 2009 - $50 million

– Currently no borrowings

– Debt to total capital to continue below rating agency requirements

• Liquidity

– Holding company liquidity above requirements for expenses and capital
management programs

– Allows access to financial markets

– Conserving cash since Q 4 2007 for acquisition and general corporate purposes

Holding Company Position of Financial Strength

Capital: Manage Capital Prudently

• Track record of reserve strength ($ million)

Reserve Review

Reserve Development

Net reserves for workers’ comp industry estimated to be deficient by $2 Billion at 12/31/07 (1)

(1) NCCI, “2008 State of the Line”

Net Calendar Year Reserve Releases
for Prior Accident Years

Capital: History of Reserve Strength

• Quarterly evaluation of prior year reserves
and current year loss picks

• Consider point estimate of independent
consulting actuary

– Twice annually

• Results from senior management to Board
Audit Committee

• OUTLOOK:

– Going forward, we expect current AY loss
picks to be closer to consulting actuary
estimates

• $1.7 billion portfolio of invested
securities

- Less than .02% related to

sub-prime

- Less than 6% related to

financials

• Approximately 87% AA rated

• Book yield of 4.27%

• Tax equivalent book yield of 5.16%

• Effective duration of 5.54

• Outsourced to Conning Asset
Management

Portfolio Mix at 6/30/08

Capital: High Quality Investment Portfolio

• Maintain a high quality reinsurance
program

– Focus on select small business
provides a natural dispersion of
exposure across markets

• Long-term relationships with lead
reinsurers

• 100% rated A or better

• Priced annually, effective

7/1/2008

• Limits of $200M

• Retention of $5M

• Catastrophe excess of

loss includes maximum any

one life of $10M

• Includes terrorism, excludes

nuclear, biological,

chemical, and radiological

Program Structure

Capital: High Quality Reinsurance

Statutory Surplus

• Generating capital to support
growth

• Cost containment initiatives

– Underwriting and other
operating expenses have been
flat YTD at 6/30/08

– Minimal hiring in 2008

– Extensive budget review

• Redeploying capital in profitable
operations

– Purchase price of AmCOMP -
equity value of $194 million,
$230 million including net debt
assumed

2002-2007 Underwriting/Other Op Exp CAGR 15.6%

Increased staffing for
public reporting

Acquisition of Fremont book

2002-2007 Net Premiums Earned CAGR 14.0%

Investing in the Future

Assuming
acquisition of
AmCOMP*

2007 Pro
Forma*

* Pro Forma numbers from Form 8-K filed with the SEC May 2, 2008 (Includes one-time expenses such as options settlements and severance benefits)

$ million

Capital: Investing in Operations

• $0.06 per share quarterly to date

• Approximately $12 million per year

• Future dividends subject to Board
approval

• Repurchased $75 million (3.9 million
shares) in 2007

• $100 million authorized in February
2008 through June 30 2009

– $7 million YTD at June 30, 2008

– $3.8 million in July of 2008

– Since Q 4, 2007, we have been
conserving cash for the pending
acquisition and for general corporate
purposes

Shareholder Dividends

Share Repurchases

EMPLOYERS returned 83% of 2007 net income to shareholders

Capital: Return Capital to Shareholders

Calendar Year Combined Ratio Before the LPT

Underwriting model
targets a 100% combined
ratio and a 12-13% return

84.9%

72.6%

85.6%

(LPT is 10%)*

(LPT is 4.9%)

(LPT is 5.2%)

(LPT is 12%)*

(LPT is 16.8%)*

(LPT is 5.5%)*

100.9%

94.3%

90.9%

* Including reserve adjustments

86.3%

(LPT is 6.3%)

Results: Consistently Profitable Underwriting

YEAR	EPS Before LPT (1)
2002	$ 0.22
2003	$ 0.92
2004	$ 1.46
2005	$ 1.88
2006	$ 3.04
2007	$ 1.98
YTD 6/30/08	$ 0.88

$ million

Annual Net Income Before LPT

Quarterly Net Income Before LPT

(1) 50,000,002 shares prior to February 5, 2007.
51,757,057 diluted shares in 2007.
49,545,264 diluted shares in 2008.

Results: Continuing Profits

YEAR	Adjusted ROE (3)
2002	3.1%
2003	10.9%
2004	14.1%
2005	15.5%
2006	20.4%
2007	12.7%
YTD 6/30/08	5.3%

(1) Shareholder’s equity including deferred gain related to the LPT

(2) Shareholder’s equity including deferred gain related to the LPT; 50,000,002 pro forma shares before February 5, 2007

(3) Net Income Before the LPT, equity includes deferred gain related to the LPT - equity in the ROE calculation is averaged for the period

Shareholder’s Equity (1)

Book Value per Share (2)

$ million

Results: Increasing Shareholder’s Equity, Book Value per Share,
Double Digit ROE

Investment Considerations

FOCUS on core operations

Organic / Strategic GROWTH

Prudent CAPITAL Management

• Established enterprise with
consistently strong performance

• Focused operations and disciplined
underwriting

• Unique and long-standing strategic
distribution relationships

• Financial strength and flexibility

• Experienced management team with
deep knowledge of workers’
compensation

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

Douglas D. Dirks
President & Chief Executive Officer
Employers Holdings, Inc.

William E. (Ric) Yocke
Chief Financial Officer
Employers Holdings, Inc.

Appendix

All other
states less
than 4%

• $50 billion market (1)

– California 18% of total workers’ compensation premiums (2)

Direct Written Premiums,
Commercial Property & Casualty Market (1)

(1) A.M. Best - Best’s State/Line - P/C US (data on-line as of 7/23/08)

(2) A.M. Best, 2007 Data

Direct Written Premiums,
Commercial Property & Casualty Market,
State Percent of Total Workers’ Compensation Market (2)

Workers’ Compensation

State Workers
Compensation Fund
established in
Nevada

History

2007

2002

2005

Privatization: EICN
assumed assets,
liabilities and
operations of Fund

Entry into California,
the largest WC market
in the U.S. (and four
other states)

Formation of
mutual holding
company

Demutualization and
IPO - entry into
Florida, Illinois and
Oregon

Pending AmCOMP
acquisition: enter 15
additional states

1913

2008

Top 25 private
U.S. workers’
compensation
provider
(2007, A.M. Best)

Contract
$ millions
Total Coverage	$2,000

Original Reserves Transferred	$1,525
Consideration	$ 775
Gain at 1/1/2000	750
Subsequent Reserve Adjustments	(147.5)
Gain at 9/30/2007	$602.5

Accounting at 9/30/07
$ millions
Statutory Surplus Created	$602.5
Cumulative Amortization To Date	(186.9)

GAAP: Deferred Reinsurance Gain - LPT Agreement	$415.6

• 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

• Youngest claim is 13 years old, 3754 claims open as of 6/30/08 with, on average, approximately
6% closing each year

Loss Portfolio Transfer (LPT)

• Non-recurring transaction with no ongoing cash benefits or charges to current operations

Premium and Incurred Losses

EMPLOYERS entry

Reform

2007 and 2008 -
increasing
competition

73.6% of Premium: California

California Rate Setting Process

Rate Setting Process Example
Filed Loss Costs Estimate	65
+ or - adjustment	-7.5%
Revised Loss Costs Estimate	60
X LCM	166%
Revised Filed Rates	100
Schedule Credits	-5
Effective Rates	95

• Key Terms: Loss Costs (losses only; also referred to as Pure Premium); Lost Cost Multiplier (LCM); Filed Rate;
Schedule Credit/Debit; Effective Rate

• WCIRB recommendations to the Commissioner are based on study of approximately 86% of the industry “loss costs”

- Annually by class of business

- Interim studies in aggregate

• Commissioner can accept, reject or modify WCIRB findings

• Companies then accept, reject or modify the Commissioner’s recommendations; if they accept or modify they file new
rates that are the product of revised pure loss cost estimates X LCM’s required to cover their total costs by class of
business

• Companies also file rate deviation plans or schedule credits

• These schedule credits are applied to modify filed rates to individual policy or group requirements to arrive at
“effective rates”

Employers Holdings, Inc.

Employers

Insurance
Company

of Nevada

Employers

Compensation

Insurance

Company

AmCOMP

Preferred

Insurance
Company

Employers

Occupational

Health, Inc.

AmCOMP

Assurance

Corporation

Elite

Insurance

Services

Pinnacle

Administrative

Company

Pinnacle

Benefits, Inc.

AmSERV,

Inc.

Employers Group, Inc.

Current
Organization
(shaded area)

Organization after Acquisition

AmCOMP at a Glance

Key Strengths of AmCOMP

Direct Premiums Written: $101.7 M

Net Premiums Earned: $100.7 M

Net Investment Income: $10.4 M

Net Income: $6.5 M

Combined Ratio: 94.8%

Total Investments: $434.1 M

Total Assets: $655.5 M

Shareholder’s Equity: $163.7 M

YTD 6/30/08

Source: AmCOMP Incorporated Form 10-Q filed with the SEC, August, 2008 and 2007 Form 10-K

(Excluding policyholder dividends
and interest expense)

Growth: Acquisition of AmCOMP is a Natural Extension

• Mono-line workers’ compensation

• Leading market presence in Florida (approximately
30% of premiums) and meaningful footprint in 17
other southeast and midwest states

• Disciplined underwriting and pricing culture
including loss prevention and claims handling
expertise

• Writes all classes targeting employers with annual
premiums of $10,000 to $100,000

• Strong, long-term agent relationships

– Over 900 independent agencies

• Strong reserve position with favorable development
each of the last 14 years

• Successful track record of expansion and profitable
growth

Miscellaneous

Contracting

Manufacturing

Office and
Clerical

36%

18%

32%

Goods and
Services

EMPLOYERS

Miscellaneous

Contracting

Manufacturing

Office and
Clerical

46%

13%

22%

Goods and

Services

10%

Pro forma Combined at 12/31/2007

Miscellaneous

Contracting

Manufacturing

Office and
Clerical

40%

20%

22%

Goods and

Services

AmCOMP

Policyholder mix will shift to include more contractors

Direct Premiums Written: $221 Million

Direct Premiums Written: $346 Million

Direct Premiums Written: $567 Million

Growth: Policyholders by Industry Group