0001379041-15-000167.txt : 20150730 0001379041-15-000167.hdr.sgml : 20150730 20150730160232 ACCESSION NUMBER: 0001379041-15-000167 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Employers Holdings, Inc. CENTRAL INDEX KEY: 0001379041 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 043850065 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-33245 FILM NUMBER: 151016106 BUSINESS ADDRESS: STREET 1: 10375 PROFESSIONAL CIRCLE CITY: RENO STATE: NV ZIP: 89521 BUSINESS PHONE: 775-327-2936 MAIL ADDRESS: STREET 1: 10375 PROFESSIONAL CIRCLE CITY: RENO STATE: NV ZIP: 89521 10-Q 1 eig-6302015x10q.htm 10-Q EIG-6.30.2015-10Q


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-Q

R  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2015

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____  to ____

Commission file number: 001-33245

EMPLOYERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation or organization)
 
04-3850065
(I.R.S. Employer
Identification Number)
 
 
 
10375 Professional Circle, Reno, Nevada  89521
(Address of principal executive offices and zip code)
(888) 682-6671
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer R
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No R
 
Class
 
July 23, 2015
Common Stock, $0.01 par value per share
 
32,036,774 shares outstanding




 
 
Page
No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2



PART IFINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements
Employers Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
 
 
As of
 
As of
 
 
June 30,
2015
 
December 31,
2014
Assets
 
(unaudited)
 
 
Available for sale:
 
 
 
 
Fixed maturity securities at fair value (amortized cost $2,211,200 at June 30, 2015 and $2,186,100 at December 31, 2014)
 
$
2,281,800

 
$
2,275,700

Equity securities at fair value (cost $150,300 at June 30, 2015 and $97,800 at December 31, 2014)
 
217,300

 
172,700

Short-term investments at fair value (amortized cost $18,500 at June 30, 2015)
 
18,500

 

Total investments
 
2,517,600


2,448,400

Cash and cash equivalents
 
64,900

 
103,600

Restricted cash and cash equivalents
 
6,600

 
10,800

Accrued investment income
 
20,600

 
20,500

Premiums receivable (less bad debt allowance of $10,300 at June 30, 2015 and $7,900 at December 31, 2014)
 
314,600

 
295,800

Reinsurance recoverable for:
 
 
 
 
Paid losses
 
7,500

 
10,700

Unpaid losses
 
640,900

 
669,500

Deferred policy acquisition costs
 
48,100

 
44,600

Deferred income taxes, net
 
55,400

 
49,700

Property and equipment, net
 
23,200

 
21,000

Intangible assets, net
 
8,800

 
9,000

Goodwill
 
36,200

 
36,200

Contingent commission receivable—LPT Agreement
 
29,200

 
26,400

Other assets
 
37,800

 
23,500

Total assets
 
$
3,811,400

 
$
3,769,700

 
 
 
 
 
Liabilities and stockholders’ equity
 
 

 
 

Claims and policy liabilities:
 
 

 
 

Unpaid losses and loss adjustment expenses
 
$
2,354,500

 
$
2,369,700

Unearned premiums
 
341,400

 
310,800

Total claims and policy liabilities
 
2,695,900

 
2,680,500

Commissions and premium taxes payable
 
48,800

 
46,300

Accounts payable and accrued expenses
 
16,400

 
20,400

Deferred reinsurance gain—LPT Agreement
 
195,100

 
207,000

Notes payable
 
92,000

 
92,000

Other liabilities
 
48,700

 
36,700

Total liabilities
 
3,096,900

 
3,082,900

Commitments and contingencies
 


 


Stockholders’ equity:
 
 

 
 

Common stock, $0.01 par value; 150,000,000 shares authorized; 55,409,748 and 54,866,802 shares issued and 32,036,774 and 31,493,828 shares outstanding at June 30, 2015 and December 31, 2014, respectively
 
600

 
600

Preferred stock, $0.01 par value; 25,000,000 shares authorized; none issued
 

 

Additional paid-in capital
 
352,300

 
346,600

Retained earnings
 
634,700

 
595,300

Accumulated other comprehensive income, net
 
89,500

 
106,900

Treasury stock, at cost (23,372,974 shares at June 30, 2015 and December 31, 2014)
 
(362,600
)
 
(362,600
)
Total stockholders’ equity
 
714,500

 
686,800

Total liabilities and stockholders’ equity
 
$
3,811,400

 
$
3,769,700

See accompanying unaudited notes to the consolidated financial statements.

3



Employers Holdings, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(in thousands, except per share data)
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015

2014
Revenues
 
(unaudited)
 
(unaudited)
Net premiums earned
 
$
170,600

 
$
172,600

 
$
329,600

 
$
339,900

Net investment income
 
18,400

 
18,300

 
35,300

 
36,300

Net realized gains on investments
 
1,900

 
9,200

 
3,100

 
12,400

Other income
 

 
200

 
100

 
200

Total revenues
 
190,900

 
200,300

 
368,100

 
388,800

Expenses
 
 

 
 

 
 
 
 
Losses and loss adjustment expenses
 
101,500

 
98,500

 
207,700

 
220,800

Commission expense
 
22,900

 
20,400

 
41,600

 
40,400

Underwriting and other operating expenses
 
32,500

 
33,100

 
66,000

 
66,400

Interest expense
 
700

 
700

 
1,400

 
1,500

Total expenses
 
157,600

 
152,700

 
316,700

 
329,100

Net income before income taxes
 
33,300

 
47,600

 
51,400

 
59,700

Income tax expense
 
4,100

 
2,000

 
8,200

 
3,300

Net income
 
$
29,200

 
$
45,600

 
$
43,200

 
$
56,400

 
 
 
 
 
 
 
 
 
Earnings per common share (Note 11):
 
 
 
 
 
 
 
 
Basic
 
$
0.91

 
$
1.45

 
$
1.35

 
$
1.79

Diluted
 
$
0.90

 
$
1.42

 
$
1.33

 
$
1.76

Cash dividends declared per common share
 
$
0.06

 
$
0.06

 
$
0.12

 
$
0.12

 
 
 
 
 
 
 
 
 
Comprehensive income
 
 
 
 
 
 
 
 
Unrealized (losses) gains during the period (net of tax (benefit) expense of $(13,300) and $8,600 for the three months ended June 30, 2015 and 2014, respectively, and $(8,300) and $14,100 for the six months ended June 30, 2015 and 2014, respectively)
 
$
(24,600
)
 
$
16,100

 
$
(15,400
)
 
$
26,300

Reclassification adjustment for realized gains in net income (net of taxes of $700 and $3,200 for the three months ended June 30, 2015 and 2014, respectively, and $1,100 and $4,300 for the six months ended June 30, 2015 and 2014, respectively)
 
(1,200
)
 
(6,000
)
 
(2,000
)

(8,100
)
Other comprehensive (loss) income, net of tax
 
(25,800
)
 
10,100

 
(17,400
)
 
18,200

 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
3,400

 
$
55,700

 
$
25,800

 
$
74,600

 
 
 
 
 
 
 
 
 
Net realized gains on investments
 
 
 
 
 
 
 
 
Net realized gains on investments before credit related impairments
 
$
2,000

 
$
9,200

 
$
3,200

 
$
12,400

Other than temporary impairment, credit losses recognized in earnings
 
(100
)
 

 
(100
)
 

Net realized gains on investments
 
$
1,900

 
$
9,200

 
$
3,100

 
$
12,400

See accompanying unaudited notes to the consolidated financial statements.

4



Employers Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
 
 
Six Months Ended
 
 
June 30,
 
 
2015
 
2014
Operating activities
 
(unaudited)
Net income
 
$
43,200

 
$
56,400

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
3,600

 
3,500

Stock-based compensation
 
2,700

 
3,500

Amortization of premium on investments, net
 
6,100

 
5,100

Deferred income tax expense
 
3,700

 
300

Realized gains on investments, net
 
(3,100
)
 
(12,400
)
Excess tax benefits from stock-based compensation
 
(700
)
 
(1,200
)
Other
 
2,500

 

Change in operating assets and liabilities:
 
 

 
 

Premiums receivable
 
(21,200
)
 
(43,000
)
Reinsurance recoverable for paid and unpaid losses
 
31,800

 
43,200

Federal income taxes
 

 
3,300

Unpaid losses and loss adjustment expenses
 
(15,200
)
 
24,300

Unearned premiums
 
30,600

 
35,700

Accounts payable, accrued expenses and other liabilities
 
8,000

 
9,000

Deferred reinsurance gain—LPT Agreement
 
(11,900
)
 
(26,000
)
Contingent commission receivable—LPT Agreement
 
(2,800
)
 
(9,300
)
Other
 
(14,900
)
 
(14,300
)
Net cash provided by operating activities
 
62,400

 
78,100

Investing activities
 
 

 
 

Purchase of fixed maturity securities
 
(256,600
)
 
(215,900
)
Purchase of equity securities
 
(65,700
)
 
(14,200
)
Proceeds from sale of fixed maturity securities
 
50,700

 
38,000

Proceeds from sale of equity securities
 
16,300

 
21,300

Proceeds from maturities and redemptions of investments
 
156,300

 
100,700

Capital expenditures
 
(5,600
)
 
(2,400
)
Change in restricted cash and cash equivalents
 
4,200

 
(1,900
)
Net cash used in investing activities
 
(100,400
)
 
(74,400
)
Financing activities
 
 

 
 

Cash transactions related to stock-based compensation
 
2,400

 
1,400

Dividends paid to stockholders
 
(3,800
)
 
(3,800
)
Excess tax benefits from stock-based compensation
 
700

 
1,200

Net cash used in financing activities
 
(700
)
 
(1,200
)
Net (decrease) increase in cash and cash equivalents
 
(38,700
)
 
2,500

Cash and cash equivalents at the beginning of the period
 
103,600

 
34,500

Cash and cash equivalents at the end of the period
 
$
64,900

 
$
37,000

 See accompanying unaudited notes to the consolidated financial statements.

5



Employers Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
 (Unaudited)
1. Basis of Presentation and Summary of Operations
Employers Holdings, Inc. (EHI) is a Nevada holding company. Through its wholly owned insurance subsidiaries, Employers Insurance Company of Nevada (EICN), Employers Compensation Insurance Company (ECIC), Employers Preferred Insurance Company (EPIC), and Employers Assurance Company (EAC), EHI is engaged in the commercial property and casualty insurance industry, specializing in workers' compensation products and services. Unless otherwise indicated, all references to the “Company” refer to EHI, together with its subsidiaries.
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation of the Company’s consolidated financial position and results of operations for the periods presented have been included. The results of operations for an interim period are not necessarily indicative of the results for an entire year. These financial statements have been prepared consistent with the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
The Company considers an operating segment to be any component of its business whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance based on discrete financial information. Currently, the Company has one operating segment, workers’ compensation insurance and related services.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. As a result, actual results could differ from these estimates. The most significant areas that require management judgment are the estimate of unpaid losses and loss adjustment expenses (LAE), evaluation of reinsurance recoverables, recognition of premium revenue, deferred income taxes, valuation of investments, and the valuation of goodwill and intangible assets.
2. Change in Estimates
During the second quarter of 2015, the Company reduced its estimated reserves ceded under the Loss Portfolio Transfer Agreement (LPT Reserve Adjustment) as a result of the determination that an adjustment was necessary to reflect observed favorable paid loss trends. The following table shows the financial statement impact related to the reduction in estimated reserves ceded under the Loss Portfolio Transfer Agreement (LPT Agreement).
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2015
 
June 30, 2015
 
 
(in millions, except per share data)

Change in estimated reserves ceded under the LPT Agreement
 
$
(10.0
)
 
$
(10.0
)
Cumulative adjustment to the Deferred Gain(1)
 
(6.4
)
 
(6.4
)
Net income impact of change in estimate
 
6.4

 
6.4

EPS impact of change in estimate
 
 
 
 
Basic and Diluted
 
0.20

 
0.20

(1)
The cumulative adjustment to the Deferred reinsurance gain–LPT Agreement (Deferred Gain) was also recognized in losses and LAE incurred in the Consolidated Statement of Comprehensive Income, so that the Deferred Gain reflects the balance that would have existed had the revised reserves been recognized at the inception of the LPT Agreement.

6



During the three months ended June 30, 2015, the Company increased its estimate of contingent commission receivable – LPT Agreement (LPT Contingent Commission Adjustment) as a result of the determination that an adjustment was necessary to reflect observed favorable paid loss trends. The following table shows the impact to the Consolidated Statements of Comprehensive Income related to these changes in estimates.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2015
 
June 30, 2015
 
 
(in millions, except per share data)
Change in estimate of contingent commission receivable – LPT Agreement
 
$
2.6

 
$
2.8

Cumulative adjustment to the Deferred Gain(1)
 
$
(2.4
)
 
$
(2.6
)
Net income impact of change in estimate
 
2.4

 
2.6

EPS impact of change in estimate
 
 
 
 
Basic and Diluted

 
0.07

 
0.08

(1)
The cumulative adjustment to the Deferred Gain was also recognized in losses and LAE incurred in the Consolidated Statement of Comprehensive Income, so that the Deferred Gain reflects the balance that would have existed had the revised reserves been recognized at the inception of the LPT Agreement.
During the second quarter of 2015, the Company reallocated reserves from non-taxable periods prior to January 1, 2000 to taxable years, which reduced our effective tax rate (Note 6). This change in estimate was the result of the determination that a reallocation of reserves among accident years was appropriate to address the observed loss trends. The following table shows the financial statement impact of this change in estimate.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2015
 
June 30, 2015
 
 
(in millions, except per share data)
Reserves reallocated to taxable years
 
19.4

 
19.4

Net income impact of change in estimate
 
2.5

 
2.5

EPS impact of change in estimate
 
 
 
 
Basic and Diluted

 
0.08

 
0.08

3. New Accounting Standards
In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) Number 2015-05, Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40). The update provides guidance to purchasers to assist in determining whether a cloud computing arrangement includes a software license and how to account for such an arrangement. This update becomes effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015 and early adoption is permitted. The Company does not expect the adoption to have a material impact, if any, on its consolidated financial condition and results of operations.
In May 2015, the Financial Accounting Standards Board issued ASU Number 2015-07, Fair Value Measurement (Topic 820). This update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value (NAV) per share. Additionally, this update removes the requirement to make certain disclosures for all investments that are eligible to be measured as a practical expedient at fair value using the NAV per share. This update becomes effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015 and early adoption is permitted. As this update focuses only on disclosures, it will not impact the Company's consolidated financial condition and results of operations.
In May 2015, the Financial Accounting Standards Board issued ASU Number 2015-09, Financial Services - Insurance (Topic 944). This update expands the breadth of disclosures that an insurance entity must provide about its short-duration insurance contracts. This expanded disclosure includes the presentation of incurred and paid claims development tables by accident year for a period of up to 10 years. This update becomes effective for annual reporting periods beginning after December 15, 2015 and interim periods beginning after December 15, 2016 and early adoption is permitted. As this update focuses only on disclosures, it will not impact the Company's consolidated financial condition and results of operations.

7



4. Fair Value of Financial Instruments
The carrying value and the estimated fair value of the Company’s financial instruments were as follows:
 
 
June 30, 2015
 
December 31, 2014
 
 
Carrying Value
 
Estimated Fair Value
 
Carrying Value
 
Estimated Fair Value
 
 
(in millions)
Financial assets
 
 
 
 
 
 
 
 
Investments
 
$
2,517.6

 
$
2,517.6

 
$
2,448.4

 
$
2,448.4

Cash and cash equivalents
 
64.9

 
64.9

 
103.6

 
103.6

Restricted cash and cash equivalents
 
6.6

 
6.6

 
10.8

 
10.8

Financial liabilities
 
 

 
 

 
 
 
 
Notes payable
 
92.0

 
95.7

 
92.0

 
97.8

Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based upon the levels of judgment associated with the inputs used to measure their fair value. Level inputs are defined as follows:
Level 1 - Inputs are unadjusted quoted market prices for identical assets or liabilities in active markets at the measurement date.
Level 2 - Inputs other than Level 1 prices that are observable for similar assets or liabilities through corroboration with market data at the measurement date.
Level 3 - Inputs that are unobservable that reflect management's best estimate of what willing market participants would use in pricing the assets or liabilities at the measurement date.
Fair values of available-for-sale fixed maturity and equity securities are based on quoted market prices, where available. If quoted market prices and an estimate determined by using objectively verifiable information are unavailable, the Company produces an estimate of fair value based on internally developed valuation techniques, which, depending on the level of observable market inputs, will render the fair value estimate as Level 2 or Level 3. The Company bases all of its estimates of fair value for assets on the bid price, as it represents what a third-party market participant would be willing to pay in an arm's length transaction.
These methods of valuation will only produce an estimate of fair value if there is objectively verifiable information to produce a valuation. If objectively verifiable information is not available, the Company would be required to produce an estimate of fair value using some of the same methodologies, making assumptions for market-based inputs that are unavailable.
The Company's estimates of fair value for financial liabilities are based on a combination of the variable interest rates for the Company's existing line of credit and other notes with similar durations to discount the projection of future payments on notes payable. The fair value measurements for notes payable have been determined to be Level 2.
The following table presents the items on the accompanying consolidated balance sheets that are stated at fair value and the corresponding fair value measurements.
 
 
June 30, 2015
 
December 31, 2014
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
 
 
(in millions)
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$

 
$
158.7

 
$

 
$

 
$
166.7

 
$

U.S. Agencies
 

 
38.1

 

 

 
39.6

 

States and municipalities
 

 
799.9

 

 

 
745.8

 

Corporate securities
 

 
903.7

 

 

 
908.3

 

Residential mortgage-backed securities
 

 
262.8

 

 

 
288.4

 

Commercial mortgage-backed securities
 

 
60.2

 

 

 
65.4

 

Asset-backed securities
 

 
58.4

 

 

 
61.5

 

Total fixed maturity securities
 
$

 
$
2,281.8

 
$

 
$

 
$
2,275.7

 
$

Equity securities
 
$
217.3

 
$

 
$

 
$
172.7

 
$

 
$

Short-term investments
 
$

 
$
18.5

 
$

 
$

 
$

 
$


8



5. Investments
The cost or amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the Company’s investments were as follows:
 
 
Cost or Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
 
(in millions)
At June 30, 2015
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
153.0

 
$
5.7

 
$

 
$
158.7

U.S. Agencies
 
36.1

 
2.0

 

 
38.1

States and municipalities
 
766.5

 
36.1

 
(2.7
)
 
799.9

Corporate securities
 
881.2

 
25.9

 
(3.4
)
 
903.7

Residential mortgage-backed securities
 
255.7

 
8.5

 
(1.4
)
 
262.8

Commercial mortgage-backed securities
 
60.3

 
0.5

 
(0.6
)
 
60.2

Asset-backed securities
 
58.4

 

 

 
58.4

Total fixed maturity securities
 
2,211.2

 
78.7

 
(8.1
)
 
2,281.8

Equity securities
 
150.3

 
71.7

 
(4.7
)
 
217.3

Short-term investments
 
18.5

 

 

 
18.5

Total investments
 
$
2,380.0

 
$
150.4

 
$
(12.8
)
 
$
2,517.6

At December 31, 2014
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
160.9

 
$
5.8

 
$

 
$
166.7

U.S. Agencies
 
37.2

 
2.4

 

 
39.6

States and municipalities
 
701.6

 
44.4

 
(0.2
)
 
745.8

Corporate securities
 
880.7

 
30.8

 
(3.2
)
 
908.3

Residential mortgage-backed securities
 
278.6

 
10.6

 
(0.8
)
 
288.4

Commercial mortgage-backed securities
 
65.5

 
0.5

 
(0.6
)
 
65.4

Asset-backed securities
 
61.6

 

 
(0.1
)
 
61.5

Total fixed maturity securities
 
2,186.1

 
94.5

 
(4.9
)
 
2,275.7

Equity securities
 
97.8

 
75.5

 
(0.6
)
 
172.7

Total investments
 
$
2,283.9

 
$
170.0

 
$
(5.5
)
 
$
2,448.4

The amortized cost and estimated fair value of fixed maturity securities at June 30, 2015, by contractual maturity, are shown below. Expected maturities differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
 
Amortized Cost
 
Estimated Fair Value
 
 
(in millions)
Due in one year or less
 
$
144.9

 
$
146.0

Due after one year through five years
 
816.8

 
850.1

Due after five years through ten years
 
628.9

 
649.3

Due after ten years
 
246.2

 
255.0

Mortgage and asset-backed securities
 
374.4

 
381.4

Total
 
$
2,211.2

 
$
2,281.8


9



The following is a summary of investments that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 months or greater as of June 30, 2015 and December 31, 2014.
 
 
June 30, 2015
 
December 31, 2014
 
 
Estimated Fair Value
 
Gross Unrealized Losses
 
Number of Issues
 
Estimated Fair Value
 
Gross Unrealized Losses
 
Number of Issues
 
 
(in millions, except number of issues data)
Less than 12 months:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
States and municipalities
 
$
184.4

 
$
(2.7
)
 
45

 
$
20.6

 
$
(0.2
)
 
5

Corporate securities
 
220.8

 
(2.4
)
 
82

 
109.9

 
(0.8
)
 
42

Residential mortgage-backed securities
 
60.9

 
(1.1
)
 
23

 

 

 

Commercial mortgage-backed securities
 
25.8

 
(0.5
)
 
9

 

 

 

Total fixed maturity securities
 
491.9

 
(6.7
)
 
159

 
130.5

 
(1.0
)
 
47

Equity securities
 
70.9

 
(4.6
)
 
57

 
10.1

 
(0.6
)
 
15

Total less than 12 months
 
$
562.8

 
$
(11.3
)
 
216

 
$
140.6

 
$
(1.6
)
 
62

 
 
 
 
 
 
 
 
 
 
 
 
 
12 months or greater:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
41.4

 
$
(1.0
)
 
11

 
$
129.4

 
$
(2.4
)
 
39

Residential mortgage-backed securities
 
9.2

 
(0.3
)
 
27

 
44.1

 
(0.8
)
 
36

Commercial mortgage-backed securities
 
3.0

 
(0.1
)
 
2

 
31.3

 
(0.6
)
 
8

Asset-backed securities
 

 

 

 
18.3

 
(0.1
)
 
6

Total fixed maturity securities
 
53.6

 
(1.4
)
 
40

 
223.1

 
(3.9
)
 
89

Equity securities
 
0.8

 
(0.1
)
 
4

 

 

 

Total 12 months or greater
 
$
54.4

 
$
(1.5
)
 
44

 
$
223.1

 
$
(3.9
)
 
89

 
 
 
 
 
 
 
 
 
 
 
 
 
Total available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
States and municipalities
 
$
184.4

 
$
(2.7
)
 
45

 
$
20.6

 
$
(0.2
)
 
5

Corporate securities
 
262.2

 
(3.4
)
 
93

 
239.3

 
(3.2
)
 
81

Residential mortgage-backed securities
 
70.1

 
(1.4
)
 
50

 
44.1

 
(0.8
)
 
36

Commercial mortgage-backed securities
 
28.8

 
(0.6
)
 
11

 
31.3

 
(0.6
)
 
8

Asset-backed securities
 

 

 


18.3

 
(0.1
)
 
6

Total fixed maturity securities
 
545.5

 
(8.1
)
 
199

 
353.6

 
(4.9
)
 
136

Equity securities
 
71.7

 
(4.7
)
 
61

 
10.1

 
(0.6
)
 
15

Total available-for-sale
 
$
617.2

 
$
(12.8
)
 
260

 
$
363.7

 
$
(5.5
)
 
151

Based on reviews of the fixed maturity securities, the Company determined that unrealized losses for the six months ended June 30, 2015 were primarily the result of changes in prevailing interest rates and not the credit quality of the issuers. The fixed maturity securities whose total fair value was less than amortized cost were not determined to be other-than-temporarily impaired given the severity and duration of the impairment, the credit quality of the issuers, the Company’s intent to not sell the securities, and a determination that it is not more likely than not that the Company will be required to sell the securities until fair value recovers to above amortized cost, or maturity.
Based on reviews of the equity securities, the Company recognized a total impairment of $0.1 million in the fair value of four equity securities for the six months ended June 30, 2015, as a result of the severity and duration of the change in fair value of the securities. The remaining unrealized losses on equity securities were not considered to be other-than-temporary due to the financial condition and near-term prospects of the issuers.

10



Net realized gains on investments and the change in unrealized gains (losses) on fixed maturity and equity securities are determined on a specific-identification basis and were as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015

2014
 
2015

2014
 
 
(in millions)
Net realized gains on investments
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
0.3

 
$
0.1

 
$
0.3

 
$
0.8

Gross losses
 
(0.2
)
 

 
(0.2
)
 

Net realized gains on fixed maturity securities
 
$
0.1

 
$
0.1

 
$
0.1

 
$
0.8

Equity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
1.9

 
$
9.1

 
$
3.5

 
$
11.6

Gross losses
 
(0.1
)
 

 
(0.5
)
 

Net realized gains on equity securities
 
$
1.8

 
$
9.1

 
$
3.0

 
$
11.6

Total
 
$
1.9

 
$
9.2

 
$
3.1

 
$
12.4

 
 
 
 
 
 
 
 
 
Change in unrealized gains (losses)
 
 

 
 

 
 
 
 
Fixed maturity securities
 
$
(33.1
)
 
$
18.0

 
$
(19.0
)
 
$
31.3

Equity securities
 
(6.7
)
 
(2.6
)
 
(7.8
)
 
(3.4
)
Total
 
$
(39.8
)
 
$
15.4

 
$
(26.8
)
 
$
27.9

Net investment income was as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in millions)
Fixed maturity securities
 
$
17.9

 
$
17.9

 
$
34.3

 
$
35.5

Equity securities
 
1.2

 
1.0

 
2.3

 
2.0

Gross investment income
 
19.1

 
18.9

 
36.6

 
37.5

Investment expenses
 
(0.7
)
 
(0.6
)
 
(1.3
)
 
(1.2
)
Net investment income
 
$
18.4

 
$
18.3

 
$
35.3

 
$
36.3

The Company is required by various state laws and regulations to keep securities or letters of credit in depository accounts with certain states in which it does business. As of June 30, 2015 and December 31, 2014, securities having a fair value of $901.4 million and $783.9 million, respectively, were on deposit. These laws and regulations govern not only the amount, but also the types of securities that are eligible for deposit. The deposits are limited to fixed maturity securities in all states.
Certain reinsurance contracts require Company funds to be held in trust for the benefit of the ceding reinsurer to secure the outstanding liabilities assumed by the Company. The fair value of fixed maturity securities held in trust for the benefit of ceding reinsurers at June 30, 2015 and December 31, 2014 was $31.0 million and $31.2 million, respectively.
Pursuant to the Third Amended and Restated Credit Agreement with Wells Fargo (Amended Credit Facility), a portion of the Company's debt was secured by fixed maturity securities and restricted cash and cash equivalents that had a fair value of $75.1 million and $74.6 million at June 30, 2015 and December 31, 2014, respectively.

11



6. Income Taxes
Income tax expense for interim periods is measured using an estimated effective tax rate for the annual period. The following is a reconciliation of the federal statutory income tax rate to the Company’s effective tax rates for the periods presented.
 
 
Six Months Ended
 
 
June 30,
 
 
2015
 
2014
Expense computed at statutory rate
 
35.0
 %
 
35.0
 %
Dividends received deduction and tax-exempt interest
 
(8.0
)
 
(9.8
)
LPT deferred gain amortization
 
(4.5
)
 
(8.0
)
LPT reserve adjustment
 
(2.1
)
 
(8.1
)
Pre-privatization reserve adjustment, excluding LPT
 
(4.9
)
 
(3.7
)
Other
 
0.5

 
0.1

Effective tax rate
 
16.0
 %
 
5.5
 %
7. Liability for Unpaid Losses and Loss Adjustment Expenses 
The following table represents a reconciliation of changes in the liability for unpaid losses and LAE.
 
 
Six Months Ended
 
 
June 30,
 
 
2015
 
2014
 
 
(in millions)
Unpaid losses and LAE, gross of reinsurance, at beginning of period
 
$
2,369.7

 
$
2,330.5

Less reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
669.5

 
743.1

Net unpaid losses and LAE at beginning of period
 
1,700.2

 
1,587.4

Losses and LAE, net of reinsurance, incurred during the period related to:
 
 

 
 

Current period
 
221.1

 
252.8

Prior periods
 
1.4

 
3.3

Total net losses and LAE incurred during the period
 
222.5

 
256.1

Paid losses and LAE, net of reinsurance, related to:
 
 

 
 

Current period
 
20.1

 
19.7

Prior periods
 
189.0

 
168.2

Total net paid losses and LAE during the period
 
209.1

 
187.9

Ending unpaid losses and LAE, net of reinsurance
 
1,713.6

 
1,655.6

Reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
640.9

 
699.2

Unpaid losses and LAE, gross of reinsurance, at end of period
 
$
2,354.5

 
$
2,354.8

Total net losses and LAE included in the above table excludes the impact of the aggregate of amortization of the deferred reinsurance gain—LPT Agreement, LPT Reserve Adjustments, and LPT Contingent Commission Adjustments, which totaled $14.8 million and $35.3 million for the six months ended June 30, 2015 and 2014, respectively (Note 8).
The increase in the estimates of incurred losses and LAE attributable to insured events for prior periods was related to the Company's assigned risk business.
8. LPT Agreement
The Company is party to a 100% quota share retroactive reinsurance agreement (LPT Agreement) under which $1.5 billion in liabilities for losses and LAE related to claims incurred by EICN prior to July 1, 1995 were reinsured for consideration of $775.0 million. The LPT Agreement provides coverage up to $2.0 billion. The initial Deferred Gain resulting from the LPT Agreement was recorded as a liability in the accompanying consolidated balance sheets as Deferred reinsurance gain–LPT Agreement. The Company is also entitled to receive a contingent profit commission under the LPT Agreement. The contingent profit commission is an amount based on the favorable difference between actual paid losses and LAE and expected paid losses and LAE as established in the LPT Agreement. The Company records its estimate of contingent profit commission in the accompanying consolidated balance sheets as Contingent commission receivable–LPT Agreement and a corresponding liability is recorded on the accompanying consolidated balance sheets in Deferred reinsurance gain–LPT Agreement. The Deferred Gain is being amortized using the recovery method. Amortization is determined by the proportion of actual reinsurance recoveries to total estimated recoveries over the life of the LPT Agreement, except for the contingent profit commission, which is amortized through June 30, 2024, the date through which the Company is entitled to receive a contingent profit commission under the LPT Agreement. The

12



amortization is recorded in losses and LAE incurred in the accompanying consolidated statements of comprehensive income. Any adjustments to the Deferred Gain are recorded in losses and LAE incurred in the accompanying consolidated statements of comprehensive income.
The Company amortized $5.8 million and $6.9 million of the Deferred Gain for the six months ended June 30, 2015 and 2014, respectively. Additionally, the Deferred Gain was reduced by $6.4 million and $20.8 million for the six months ended June 30, 2015 and 2014, respectively, due to a favorable LPT Reserve Adjustment and by $2.6 million and $7.6 million for the six months ended June 30, 2015 and 2014, respectively, due to favorable LPT Contingent Commission Adjustments. The remaining Deferred Gain was $195.1 million and $207.0 million as of June 30, 2015 and December 31, 2014, respectively. The estimated remaining liabilities subject to the LPT Agreement were $511.2 million and $534.8 million as of June 30, 2015 and December 31, 2014, respectively. Losses and LAE paid with respect to the LPT Agreement totaled $682.0 million and $668.4 million from inception through June 30, 2015 and December 31, 2014, respectively.
9. Accumulated Other Comprehensive Income, net
Accumulated other comprehensive income, net, is comprised of unrealized gains on investments classified as available-for-sale, net of deferred tax expense. The following table summarizes the components of accumulated other comprehensive income, net:
 
 
June 30, 2015
 
December 31, 2014
 
 
(in millions)
Net unrealized gain on investments, before taxes
 
$
137.7

 
$
164.5

Deferred tax expense on net unrealized gains
 
(48.2
)
 
(57.6
)
Total accumulated other comprehensive income, net
 
$
89.5

 
$
106.9

10. Stock-Based Compensation
The Company awarded stock options, restricted stock units (RSUs) and performance share units (PSUs) to certain officers and non-employee Directors of the Company as follows:
 
Number Awarded
 
Weighted Average Fair Value on Date of Grant
 
Weighted Average Exercise Price
 
Aggregate Fair Value on Date of Grant
 
 
 
 
 
 
 
(in millions)
March 2015
 
 
 
 
 
 
 
Stock options(1)
80,800

 
$
7.63

 
$
24.20

 
$
0.6

RSUs(1)
89,602

 
24.20

 

 
2.2

PSUs(2)
110,000

 
24.20

 

 
2.7

 
 
 
 
 
 
 
 
May 2015
 
 
 
 
 
 
 
RSUs(1)
19,904

 
24.11

 

 
0.5

(1)
The stock options and RSUs awarded in March 2015 were awarded to certain officers of the Company and vest 25% on March 15, 2016, and each of the subsequent three anniversaries of that date. The stock options and RSUs are subject to accelerated vesting in certain circumstances, including but not limited to: death, disability, retirement, or in connection with change of control of the Company. The stock options expire seven years from the date of grant.
The RSUs awarded in May 2015 were awarded to non-employee Directors of the Company and have a service vesting period of one year from the date of grant.
(2)
The PSUs awarded in March 2015 were awarded to certain officers of the Company and have a performance period of two years followed by an additional one year vesting period. The PSU awards are subject to certain performance goals with payouts that range from 0% to 200% of the target awards. The value shown in the table represents the aggregate number of PSUs awarded at the target level.
A total of 283,760 and 120,494 stock options were exercised during the six months ended June 30, 2015 and the year ended December 31, 2014, respectively.

13



11. Earnings Per Share
Basic earnings per share excludes dilution and is computed by dividing income applicable to stockholders by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilutive impact of all convertible securities on earnings per share. Diluted earnings per share includes shares assumed issued under the “treasury stock method,” which reflects the potential dilution that would occur if outstanding options were to be exercised. The following table presents the net income and the weighted average number of shares outstanding used in the earnings per common share calculations.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015

2014
 
2015

2014
 
 
(in millions, except share data)
Net income available to stockholders—basic and diluted
 
$
29.2

 
$
45.6

 
$
43.2

 
$
56.4

Weighted average number of shares outstanding—basic
 
32,066,981

 
31,518,473

 
31,906,401

 
31,464,198

Effect of dilutive securities:
 
 
 
 
 
 
 
 
PSUs
 
88,543

 
263,925

 
205,697

 
237,861

Stock options
 
311,436

 
213,496

 
311,168

 
232,007

RSUs
 
40,536

 
35,060

 
59,964

 
96,128

Dilutive potential shares
 
440,515


512,481

 
576,829

 
565,996

Weighted average number of shares outstanding—diluted
 
32,507,496

 
32,030,954

 
32,483,230

 
32,030,194

Diluted earnings per share excludes outstanding options and other common stock equivalents in periods where the inclusion of such options and common stock equivalents would be anti-dilutive. The following table presents options and RSUs that were excluded from diluted earnings per share.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015
 
2014
Options excluded as the exercise price was greater than the average market price
 

 
149,100

 

 
149,100

Options and RSUs excluded under the treasury method as the potential proceeds on settlement or exercise price were greater than the value of shares acquired
 
345,369

 
446,974

 
306,407

 
154,044


14



Item 2.  Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations
You should read the following discussion and analysis in conjunction with our consolidated financial statements and the related notes thereto included in Item 1 of Part I. Unless otherwise indicated, all references to “we,” “us,” “our,” “the Company,” or similar terms refer to Employers Holdings, Inc. (EHI), together with its subsidiaries. The information contained in this quarterly report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this quarterly report and in our other reports filed with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2014 (Annual Report).
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements if accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed. You should not place undue reliance on these statements, which speak only as of the date of this report. Forward-looking statements include those related to our expected financial position, business, financing plans, litigation, future premiums, revenues, earnings, pricing, investments, business relationships, expected losses, loss experience, loss reserves, acquisitions, competition, the impact of changes in interest rates, rate increases with respect to our business, and the insurance industry in general. Statements including words such as “expect,” “intend,” “plan,” “believe,” “estimate,” “may,” “anticipate,” “will,” or similar statements of a future or forward-looking nature identify forward-looking 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, except as required by law. All forward-looking statements address matters that involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results, depending on a number of factors. These risks and uncertainties include, but are not limited to, those described in our Annual Report and other documents that we have filed with the SEC.
Overview
We are a Nevada holding company. Through our insurance subsidiaries, we provide workers’ compensation insurance coverage to select, small businesses in low to medium hazard industries. Workers’ compensation insurance is provided under a statutory system wherein most employers are required to provide coverage for their employees’ medical, disability, vocational rehabilitation, and/or death benefit costs for work-related injuries or illnesses. We provide workers’ compensation insurance in 32 states and the District of Columbia, with a concentration in California, where over one-half of our business is generated. Our revenues are primarily comprised of net premiums earned, net investment income, and net realized gains on investments.
We target small businesses, as we believe that this market is traditionally characterized by fewer competitors, more attractive pricing, and stronger persistency when compared to the U.S. workers’ compensation insurance industry in general. We believe we are able to price our policies at levels that are competitive and profitable over the long-term. Our underwriting approach is to consistently underwrite small business accounts at appropriate and competitive prices without sacrificing long-term profitability and stability for short-term top-line revenue growth.
Our strategy is to pursue profitable growth opportunities across market cycles and maximize total investment returns within the constraints of prudent portfolio management. We pursue profitable growth opportunities by focusing on disciplined underwriting and claims management, utilizing medical provider networks designed to produce superior medical and indemnity outcomes, establishing and maintaining strong, long-term relationships with independent insurance agencies, and developing important alternative distribution channels. We continue to execute a number of strategic initiatives, including: focusing on internal and customer facing business process excellence; diversifying our risk exposure across our markets; utilizing a three-company pricing platform in California with territorial multipliers; strengthening the linkage between pricing and class code performance; non-renewing under-performing business; and targeting attractive classes of business across all of our markets.

15



Results of Operations
A primary measure of our performance is our ability to increase our Adjusted stockholders' equity over the long-term. The following table shows a reconciliation of our stockholders' equity on a GAAP basis to our Adjusted stockholders' equity and the number of common shares outstanding.
 
 
June 30, 2015
 
December 31, 2014
 
 
(in millions, except share data)
GAAP stockholders' equity
 
$
714.5

 
$
686.8

Deferred reinsurance gain–LPT Agreement
 
195.1

 
207.0

Less: Accumulated other comprehensive income, net
 
89.5

 
106.9

Adjusted stockholders' equity(1)
 
$
820.1

 
$
786.9

Common shares outstanding
 
32,036,774

 
31,493,828

(1)
Adjusted stockholders' equity is a non-GAAP measure that is defined as total stockholders' equity plus the Deferred reinsurance gain–LPT Agreement (Deferred Gain), less Accumulated other comprehensive income, net, which we believe is an important supplemental measure of our capital position.
Overall, net income was $29.2 million and $43.2 million for the three and six months ended June 30, 2015, respectively, compared to $45.6 million and $56.4 million for the corresponding periods of 2014. We recognized underwriting income of $13.7 million and $14.3 million for the three and six months ended June 30, 2015, respectively, compared $20.6 million and $12.3 million for the corresponding periods of 2014. Underwriting income or loss is determined by deducting losses and LAE, commission expense, and underwriting and other operating expenses from net premiums earned.
Our results of operations during the three and six months ended June 30, 2015 were impacted by: (1) favorable development in the estimated reserves ceded under the LPT Agreement that resulted in a $6.4 million cumulative adjustment to the Deferred Gain and reduced our losses and LAE by the same amount during the second quarter of 2015 (LPT Reserve Adjustment); (2) an increase in the contingent commission receivable under the LPT Agreement that resulted in a $2.4 million cumulative adjustment, which reduced our losses and LAE by the same amount (LPT Contingent Commission Adjustment) during the second quarter of 2015; and (3) a reallocation of $19.4 million of reserves from non-taxable periods prior to January 1, 2000, which reduced our tax expenses by $2.5 million for the three and six months ended June 30, 2015 and reduced our effective tax rate by 4.9 percentage points for the six months ended June 30, 2015. Collectively, these items increased net income by $11.3 million during the second quarter of 2015.
Our results of operations during the three and six months ended June 30, 2014 were impacted by: (1) favorable development in the estimated reserves ceded under the LPT Agreement that resulted in a $20.1 million LPT Reserve Adjustment during the second quarter of 2014; (2) an increase in the contingent commission receivable under the LPT Agreement that resulted in a $7.3 million LPT Contingent Commission Adjustment during the second quarter of 2014; and (3) a reallocation of $12.0 million of reserves from non-taxable periods prior to January 1, 2000, which reduced our tax expenses by $2.2 million, for the six months ended June 30, 2014 and reduced our effective tax rate by 3.7 percentage points for the six months ended June 30, 2014. Collectively, these items increased net income by $29.6 million during the second quarter of 2014.

16



The comparative components of net income are set forth in the following table:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015

2014
 
 
(in millions)
Gross premiums written
 
$
190.6

 
$
193.7

 
$
364.6

 
$
379.7

Net premiums written
 
188.3

 
190.8

 
360.2

 
374.1

 
 
 
 
 
 
 
 
 
Net premiums earned
 
$
170.6

 
$
172.6

 
$
329.6

 
$
339.9

Net investment income
 
18.4

 
18.3

 
35.3

 
36.3

Net realized gains on investments
 
1.9

 
9.2

 
3.1

 
12.4

Other income
 

 
0.2

 
0.1

 
0.2

Total revenues
 
190.9


200.3

 
368.1

 
388.8

 
 
 
 
 
 
 
 
 
Losses and LAE
 
101.5

 
98.5

 
207.7

 
220.8

Commission expense
 
22.9

 
20.4

 
41.6

 
40.4

Underwriting and other operating expenses
 
32.5

 
33.1

 
66.0

 
66.4

Interest expense
 
0.7

 
0.7

 
1.4

 
1.5

Income tax expense
 
4.1

 
2.0

 
8.2

 
3.3

Total expenses
 
161.7

 
154.7

 
324.9

 
332.4

Net income
 
$
29.2

 
$
45.6

 
$
43.2

 
$
56.4

Less amortization of the Deferred Gain related to losses
 
$
2.3

 
$
3.1

 
$
4.8

 
$
6.0

Less amortization of the Deferred Gain related to contingent commission
 
0.5

 
0.5

 
1.0

 
0.9

Less impact of LPT Reserve Adjustments(1)
 
6.4

 
20.1

 
6.4

 
20.8

Less impact of LPT Contingent Commission Adjustments(2)
 
2.4

 
7.3

 
2.6

 
7.6

Net income before impact of the LPT Agreement(3)
 
$
17.6

 
$
14.6

 
$
28.4

 
$
21.1

(1)
Any adjustment to the estimated reserves ceded under the LPT Agreement results in a cumulative adjustment to the Deferred Gain, which is also included in losses and LAE incurred in the Consolidated Statements of Comprehensive Income, such that the Deferred Gain reflects the balance that would have existed had the revised reserves been recognized at the inception of the LPT Agreement (LPT Reserve Adjustment).
(2)
Any adjustment to the contingent profit commission under the LPT Agreement results in a cumulative adjustment to the Deferred Gain, which is also recognized in losses and LAE incurred in the Consolidated Statements of Comprehensive Income, such that the Deferred Gain reflects the balance that would have existed had the revised contingent profit commission been recognized at the inception of the LPT Agreement (LPT Contingent Commission Adjustments).
(3)
We define net income before impact of the LPT Agreement as net income before the impact of: (a) amortization of Deferred Gain; (b) adjustments to LPT Agreement ceded reserves; and (c) adjustments to contingent commission receivable–LPT Agreement. Deferred Gain reflects the unamortized gain from our LPT Agreement. Under GAAP, this gain is deferred and is being amortized using the recovery method. Amortization is determined by the proportion of actual reinsurance recoveries to total estimated recoveries over the life of the LPT Agreement, except for the contingent profit commission, which is amortized through June 30, 2024. The amortization is reflected in losses and LAE. We periodically reevaluate the remaining direct reserves subject to the LPT Agreement and the expected losses and LAE subject to the contingent profit commission under the LPT Agreement. Our reevaluation results in corresponding adjustments, if needed, to reserves, ceded reserves, contingent commission receivable, and the Deferred Gain, with the net effect being an increase or decrease, as the case may be, to net income. Net income before impact of the LPT Agreement is not a measurement of financial performance under GAAP, but rather reflects a difference in accounting treatment between statutory and GAAP, and should not be considered in isolation or as an alternative to net income before income taxes or net income, or any other measure of performance derived in accordance with GAAP.
We present net income before impact of the LPT Agreement because we believe that it is an important supplemental measure of operating performance to be used by analysts, investors, and other interested parties in evaluating us. The LPT Agreement was a non-recurring transaction under which the Deferred Gain does not effect our ongoing operations, and, consequently, we believe this presentation is useful in providing a meaningful understanding of our operating performance. In addition, we believe this non-GAAP measure, as we have defined it, is helpful to our management in identifying trends in our performance because the LPT Agreement has limited significance on our current and ongoing operations.
Gross Premiums Written
Gross premiums written decreased 1.6% and 4.0% for the three and six months ended June 30, 2015, respectively, compared to the same periods of 2014. This change was primarily the result of certain strategic initiatives, including diversifying our risk

17



exposure across our markets, strengthening the linkage between pricing and class code performance, and non-renewing under-performing business.
Net Premiums Earned
Net premiums earned decreased 1.2% and 3.0% for the three and six months ended June 30, 2015, respectively, compared to the same periods of 2014. These decreases were primarily due to decreasing policy count overall and decreasing payroll exposure, primarily in Southern California, which was partially offset by higher net rate. Fifty-eight percent of our in-force premiums were generated in California and no other state represented a significant concentration of business as of June 30, 2015.
The following table shows the percentage change in our in-force premiums, policy count, average policy size, payroll exposure upon which our premiums are based, and net rate overall and for California:
 
As of June 30, 2015
 
Year-to-Date Increase (Decrease)
 
Year-Over-Year Increase (Decrease)
 
Overall
 
California
 
Overall
 
California
In-force premiums
 %
 
(2.1
)%
 
(1.0
)%
 
(4.9
)%
In-force policy count
(0.6
)
 
(3.6
)
 
(1.4
)
 
(7.2
)
Average in-force policy size
0.6

 
1.6

 
0.5

 
2.5

In-force payroll exposure
0.5

 
(5.2
)
 
(1.7
)
 
(13.7
)
Net rate(1)
(0.5
)
 
3.3

 
0.7

 
10.1

(1)
Net rate, defined as total in-force premiums divided by total insured payroll exposure, is a function of a variety of factors, including rate changes, underwriting risk profiles and pricing, and changes in business mix related to economic and competitive pressures.
Our in-force premiums and number of policies in-force for California and all other states combined were as follows:
 
 
June 30, 2015
 
December 31, 2014
 
June 30, 2014
 
December 31, 2013
State
 
In-force
Premiums
 
Policies
In-force
 
In-force
Premiums
 
Policies
In-force
 
In-force
Premiums
 
Policies
In-force
 
In-force
Premiums
 
Policies
In-force
 
 
(dollars in millions)
California
 
$
363.1

 
45,404

 
$
370.8

 
47,093

 
$
381.9

 
48,950

 
$
367.8

 
48,032

Other
 
264.5

 
39,368

 
257.1

 
38,209

 
251.8

 
37,067

 
249.6

 
36,024

Total
 
$
627.6

 
84,772

 
$
627.9

 
85,302

 
$
633.7

 
86,017

 
$
617.4

 
84,056

Our alternative distribution channels that utilize partnerships and alliances generated $147.4 million and $148.1 million, or 23.5% and 23.4%, of our in-force premiums as of June 30, 2015 and 2014, respectively. We believe that the bundling of products and services through these relationships contributes to higher retention rates than business generated by our independent agents. These relationships also allow us to access new customers that we may not have access to through our independent agent distribution channel. We continue to actively seek new partnerships and alliances.
Our net rate (total in-force premiums divided by total insured payroll exposure) increased 3.3% in California during the six months ended June 30, 2015, contributing to the decline in policy count in California. Pricing in California reflects changes to schedule rating, filed rates, and experience modifiers. We began leveraging territorial multipliers and multiple insurance subsidiaries, each with different rate filings, to provide additional pricing options in California for policies incepting on or after June 1, 2014.
Net Investment Income and Net Realized Gains on Investments
We invest our holding company assets, statutory surplus, and the funds supporting our insurance liabilities, including unearned premiums and unpaid losses and LAE. We invest in fixed maturity securities, equity securities, short-term investments, and cash equivalents. Net investment income includes interest and dividends earned on our invested assets and amortization of premiums and discounts on our fixed maturity securities, less bank service charges and custodial and portfolio management fees. We have established a high quality/short duration bias in our investment portfolio.
Net investment income increased 0.5% and decreased 2.8% for the three and six months ended June 30, 2015, respectively, compared to the same periods of 2014. The average pre-tax book yield on invested assets decreased to 3.2% at June 30, 2015, compared to 3.3% at June 30, 2014. The tax-equivalent yield on invested assets decreased to 3.8% at June 30, 2015, compared to 3.9% at June 30, 2014.
Realized gains and losses on our investments are reported separately from our net investment income. Realized gains and losses on investments include the gain or loss on a security at the time of sale compared to its original or adjusted cost (equity securities)

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or amortized cost (fixed maturity securities). Realized losses are also recognized when securities are written down as a result of an other-than-temporary impairment.
Net realized gains on investments were $1.9 million and $3.1 million for the three and six months ended June 30, 2015 , respectively, compared to $9.2 million and $12.4 million for the corresponding periods of 2014. The net realized gains on investments in the second quarter of 2014 was primarily due to the sale of certain equity securities in our portfolio.
Additional information regarding our Investments is set forth under “—Liquidity and Capital Resources—Investments.”
Combined Ratio
The combined ratio, a key measurement of underwriting profitability, is the sum of the loss and LAE ratio, the commission expense ratio, and underwriting and other operating expenses ratio. When the combined ratio is below 100%, we have recorded underwriting income, and conversely, when the combined ratio is greater than 100%, we have recorded an underwriting loss and cannot be profitable without investment income. Because we only have one operating segment, holding company expenses are included in our calculation of the combined ratio and increased the combined ratio by 1.8 and 2.0 percentage points for the three and six months ended June 30, 2015, respectively, compared to 2.1 percentage points for each of the corresponding periods of 2014.
The following table provides the calculation of our calendar period combined ratios.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015

2014
Loss and LAE ratio
 
59.5
%
 
57.1
%
 
63.0
%
 
65.0
%
Underwriting and other operating expenses ratio
 
19.1

 
19.1

 
20.1

 
19.5

Commission expense ratio
 
13.4

 
11.8

 
12.6

 
11.9

Combined ratio
 
92.0
%
 
88.0
%
 
95.7
%
 
96.4
%
Loss and LAE Ratio. This is the ratio of losses and LAE to net premiums earned. Losses and LAE represents our largest expense item and includes claim payments made, amortization of the Deferred Gain, estimates for future claim payments and changes in those estimates for current and prior periods, and costs associated with investigating, defending, and adjusting claims. The quality of our financial reporting depends in large part on accurately predicting our losses and LAE, which are inherently uncertain as they are estimates of the ultimate cost of individual claims based on actuarial estimation techniques.
Our indemnity claims frequency (the number of claims expressed as a percentage of payroll) has decreased year-over-year; however, our loss experience indicates a slight upward movement in medical and indemnity costs per claim that is reflected in our current accident year loss estimate. We believe our current accident year loss and LAE estimate is adequate; however, given the long-tail nature of our business ultimate losses will not be known with any certainty for many years.
Our loss and LAE ratio increased 2.4 percentage points and decreased 2.0 percentage points, while the amount of our losses and LAE increased 3.0% and decreased 5.9%, for the three and six months ended June 30, 2015, compared to the same periods of 2014. The losses and LAE ratios were impacted by $6.4 million and $20.1 million favorable LPT Reserve Adjustments and $2.4 million and $7.3 million favorable LPT Contingent Commission Adjustments that decreased losses and LAE by those amounts during the second quarter of 2015 and 2014, respectively. The increase in our loss and LAE ratio for the three months ended June 30, 2015, compared to the same period of 2014, was primarily due to the period over period change in the LPT Reserve Adjustment and LPT Contingent Commission Adjustment, which was partially offset by a decrease in the current accident year loss estimate. The decrease in our loss and LAE ratio for the six months ended June 30, 2015, compared to the same period of 2014, was primarily due to a decrease in the current accident year loss estimate, partially offset by the period over period change in the LPT Reserve Adjustment LPT Contingent Commission Adjustment.
Our current accident year loss estimates were 66.5% and 67.1% for the three and six months ended June 30, 2015, compared to 74.2% and 74.4% for the three and six months ended June 30, 2014, respectively. The decreases in our current accident year loss estimates were primarily the result of net rate increases that exceeded anticipated increases in loss costs, as well as a change in the mix of business by state and territory. Prior accident year favorable (unfavorable) loss development was $0.3 million and $(1.4) million for the three and six months ended June 30, 2015, compared to $(1.5) million and $(3.3) million for the three and six months ended June 30, 2014, respectively.
Excluding the impact from the LPT Agreement, losses and LAE would have been $113.1 million and $129.5 million, or 66.3% and 75.0% of net premiums earned, for the the three months ended June 30, 2015 and 2014, respectively. For the six months ended June 30, 2015 and 2014, losses and LAE would have been $222.5 million and $256.1 million, or 67.5% and 75.3% of net premiums earned, respectively.

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The table below reflects losses and LAE reserve adjustments and the impact of the LPT on net income before taxes.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2015
 
2014
 
2015