10-Q 1 eig-6302016x10q.htm 10-Q Document


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, 2016

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 21, 2016
Common Stock, $0.01 par value per share
 
32,438,110 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,
2016
 
December 31,
2015
Assets
 
(unaudited)
 
 
Available for sale:
 
 
 
 
Fixed maturity securities at fair value (amortized cost $2,205,500 at June 30, 2016 and $2,221,100 at December 31, 2015)
 
$
2,326,500

 
$
2,288,500

Equity securities at fair value (cost $113,400 at June 30, 2016 and $137,500 at December 31, 2015)
 
181,400

 
198,700

Short-term investments at fair value (amortized cost $2,000 at June 30, 2016)
 
2,000

 

Total investments
 
2,509,900


2,487,200

Cash and cash equivalents
 
128,200

 
56,600

Restricted cash and cash equivalents
 
2,400

 
2,500

Accrued investment income
 
20,600

 
20,600

Premiums receivable (less bad debt allowance of $9,900 at June 30, 2016 and $12,200 at December 31, 2015)
 
330,400

 
301,100

Reinsurance recoverable for:
 
 
 
 
Paid losses
 
7,300

 
7,700

Unpaid losses
 
598,800

 
628,200

Deferred policy acquisition costs
 
48,400

 
44,300

Deferred income taxes, net
 
41,100

 
67,900

Property and equipment, net
 
23,100

 
24,900

Intangible assets, net
 
8,400

 
8,500

Goodwill
 
36,200

 
36,200

Contingent commission receivable—LPT Agreement
 
31,100

 
29,200

Other assets
 
46,500

 
40,900

Total assets
 
$
3,832,400

 
$
3,755,800

 
 
 
 
 
Liabilities and stockholders’ equity
 
 

 
 

Claims and policy liabilities:
 
 

 
 

Unpaid losses and loss adjustment expenses
 
$
2,332,300

 
$
2,347,500

Unearned premiums
 
336,100

 
308,900

Total claims and policy liabilities
 
2,668,400

 
2,656,400

Commissions and premium taxes payable
 
50,700

 
52,500

Accounts payable and accrued expenses
 
16,900

 
24,100

Deferred reinsurance gain—LPT Agreement
 
180,700

 
189,500

Notes payable
 
32,000

 
32,000

Other liabilities
 
38,400

 
40,500

Total liabilities
 
$
2,987,100

 
$
2,995,000

Commitments and contingencies
 


 


Stockholders’ equity:
 
 

 
 

Common stock, $0.01 par value; 150,000,000 shares authorized; 56,078,919 and 55,589,454 shares issued and 32,463,660 and 32,216,480 shares outstanding at June 30, 2016 and December 31, 2015, respectively
 
$
600

 
$
600

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

 

Additional paid-in capital
 
367,900

 
357,200

Retained earnings
 
723,500

 
682,000

Accumulated other comprehensive income, net
 
122,800

 
83,600

Treasury stock, at cost (23,615,259 shares at June 30, 2016 and 23,372,974 shares at December 31, 2015)
 
(369,500
)
 
(362,600
)
Total stockholders’ equity
 
845,300

 
760,800

Total liabilities and stockholders’ equity
 
$
3,832,400

 
$
3,755,800

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,
 
 
2016
 
2015
 
2016

2015
Revenues
 
(unaudited)
 
(unaudited)
Net premiums earned
 
$
176,900

 
$
170,600

 
$
349,500

 
$
329,600

Net investment income
 
18,400

 
18,400

 
36,200

 
35,300

Net realized gains on investments
 
6,000

 
1,900

 
7,500

 
3,100

Other income
 
500

 

 
600

 
100

Total revenues
 
201,800

 
190,900

 
393,800

 
368,100

Expenses
 
 

 
 

 
 
 
 
Losses and loss adjustment expenses
 
111,700

 
101,500

 
219,000

 
207,700

Commission expense
 
21,900

 
22,900

 
42,200

 
41,600

Underwriting and other operating expenses
 
33,600

 
32,500

 
69,900

 
66,000

Interest expense
 
400

 
700

 
800

 
1,400

Total expenses
 
167,600

 
157,600

 
331,900

 
316,700

Net income before income taxes
 
34,200

 
33,300

 
61,900

 
51,400

Income tax expense
 
7,900

 
4,100

 
14,600

 
8,200

Net income
 
$
26,300

 
$
29,200

 
$
47,300

 
$
43,200

Comprehensive income
 
 
 
 
 
 
 
 
Unrealized gains (losses) during the period (net of tax expense of $12,600 and $(13,300) for the three months ended June 30, 2016 and 2015, respectively, and $23,800 and $(8,300) for the six months ended June 30, 2016 and 2015, respectively)
 
$
23,300

 
$
(24,600
)
 
$
44,100

 
$
(15,400
)
Reclassification adjustment for realized gains in net income (net of taxes of $2,100 and $700 for the three months ended June 30, 2016 and 2015, respectively, and $2,600 and $1,100 for the six months ended June 30, 2016 and 2015, respectively)
 
(3,900
)
 
(1,200
)
 
(4,900
)

(2,000
)
Other comprehensive income (loss), net of tax
 
19,400

 
(25,800
)
 
39,200

 
(17,400
)
Total comprehensive income
 
$
45,700

 
$
3,400

 
$
86,500

 
$
25,800

 
 
 
 
 
 
 
 
 
Net realized gains on investments
 
 
 
 
 
 
 
 
Net realized gains on investments before credit related impairments
 
$
6,000

 
$
2,000

 
$
12,800

 
$
3,200

Other than temporary impairment recognized in earnings
 

 
(100
)
 
(5,300
)
 
(100
)
Net realized gains on investments
 
$
6,000

 
$
1,900

 
$
7,500

 
$
3,100

 
 
 
 
 
 
 
 
 
Earnings per common share (Note 11):
 
 
 
 
 
 
 
 
Basic
 
$
0.81

 
$
0.91

 
$
1.45

 
$
1.35

Diluted
 
$
0.80

 
$
0.90

 
$
1.44

 
$
1.33

Cash dividends declared per common share
 
$
0.09

 
$
0.06

 
$
0.18

 
$
0.12

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,
 
 
2016
 
2015
Operating activities
 
(unaudited)
Net income
 
$
47,300

 
$
43,200

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

 
 

Depreciation and amortization
 
4,300

 
3,600

Stock-based compensation
 
3,200

 
2,700

Amortization of premium on investments, net
 
7,400

 
6,100

Allowance for doubtful accounts
 
(2,300
)
 
2,400

Deferred income tax expense
 
5,600

 
3,700

Realized gains on investments, net
 
(7,500
)
 
(3,100
)
Excess tax benefits from stock-based compensation
 
(1,300
)
 
(700
)
Other
 

 
100

Change in operating assets and liabilities:
 
 

 
 

Premiums receivable
 
(27,000
)
 
(21,200
)
Reinsurance recoverable for paid and unpaid losses
 
29,800

 
31,800

Federal income taxes
 
1,500

 

Unpaid losses and loss adjustment expenses
 
(15,200
)
 
(15,200
)
Unearned premiums
 
27,200

 
30,600

Accounts payable, accrued expenses and other liabilities
 
(9,200
)
 
8,300

Deferred reinsurance gain—LPT Agreement
 
(8,800
)
 
(11,900
)
Contingent commission receivable—LPT Agreement
 
(1,900
)
 
(2,800
)
Other
 
(11,700
)
 
(14,900
)
Net cash provided by operating activities
 
41,400

 
62,700

Investing activities
 
 

 
 

Purchase of fixed maturity securities
 
(196,400
)
 
(256,600
)
Purchase of equity securities
 
(34,900
)
 
(65,700
)
Proceeds from sale of fixed maturity securities
 
111,700

 
50,700

Proceeds from sale of equity securities
 
65,600

 
16,300

Proceeds from maturities and redemptions of investments
 
91,900

 
156,300

Capital expenditures
 
(2,400
)
 
(5,600
)
Change in restricted cash and cash equivalents
 
100

 
4,200

Net cash provided by (used in) investing activities
 
35,600

 
(100,400
)
Financing activities
 
 

 
 

Acquisition of treasury stock
 
(6,900
)
 

Cash transactions related to stock-based compensation
 
6,200

 
2,400

Dividends paid to stockholders
 
(5,900
)
 
(3,800
)
Payments on notes payable and capital leases
 
(100
)

(300
)
Excess tax benefits from stock-based compensation
 
1,300

 
700

Net cash used in financing activities
 
(5,400
)
 
(1,000
)
Net increase (decrease) in cash and cash equivalents
 
71,600

 
(38,700
)
Cash and cash equivalents at the beginning of the period
 
56,600

 
103,600

Cash and cash equivalents at the end of the period
 
$
128,200

 
$
64,900

 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, 2015.
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 and 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, and investments.
Reclassifications
Certain prior period information has been reclassified to conform to the current period presentation.
2. Change in Estimates
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 during the second quarter of 2016. 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, 2016
 
June 30, 2016
 
 
(in millions, except per share data)
Change in estimated reserves ceded under the LPT Agreement
 
$
(5.0
)
 
$
(5.0
)
Cumulative adjustment to the Deferred Gain(1)
 
(3.1
)
 
(3.1
)
Net income impact of change in estimate
 
3.1

 
3.1

EPS impact of change in estimate
 
 
 
 
Basic
 
0.10

 
0.10

Diluted
 
0.09

 
0.09

(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



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 during the second quarter of 2016. The following table shows the financial statement impact related to these changes in estimates.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2016
 
June 30, 2016
 
 
(in millions, except per share data)
Change in estimate of contingent commission receivable – LPT Agreement
 
$
1.9

 
$
1.9

Cumulative adjustment to the Deferred Gain(1)
 
(1.8
)
 
(1.8
)
Net income impact of change in estimate
 
1.8

 
1.8

EPS impact of change in estimate
 
 
 
 
Basic
 
0.06

 
0.06

Diluted
 
0.05

 
0.05

(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.
3. New Accounting Standards
In January 2016, the FASB issued ASU Number 2016-01, Financial Instruments - Overall (Subtopic 825-10). This update replaces the guidance to classify equity securities with readily determinable fair values into different categories (trading or available-for-sale) and requires equity securities to be measured at fair value with changes in fair value recognized through net income. Additionally, this update eliminates the method and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost. It requires financial instruments to be measured at fair value using the exit price notion. Furthermore, this update clarifies that an evaluation of deferred tax assets related to available-for-sale securities is needed, in combination with an evaluation of other deferred tax assets, to determine if a valuation allowance is required. This update becomes effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has determined that at June 30, 2016, adoption of this guidance would result in a $68.0 million reclassification adjustment, net of tax, between retained earnings and accumulated other comprehensive income. The Company has not yet estimated the full impact that the adoption will have on its consolidated statement of comprehensive income.
In February 2016, the FASB issued ASU Number 2016-02, Leases (Topic 842). This update provides guidance on a new lessee model that includes the recognition of assets and liabilities arising from lease transactions on the balance sheet. Additionally, the update provides clarity on the definition of a lease and the distinction between finance and operating leases. Furthermore, the update requires certain qualitative and quantitative disclosures pertaining to the amounts recorded in the financial statements. This update becomes effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2018 and early adoption is permitted. The Company has not yet estimated the full impact that the adoption will have on its consolidated financial condition and results of operations.
In March 2016, the FASB issued ASU Number 2016-09, Compensation - Stock Compensation (Topic 718). This update simplifies several aspects of the accounting for share based-payment award transactions including income taxes and classification of awards on the balance sheet and on the statement of cash flows. This update becomes effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2016 and early adoption is permitted. The Company has not yet estimated the full impact that the adoption will have on its consolidated financial condition and results of operations.
In June 2016, the FASB issued ASU Number 2016-13, Financial Instruments - Credit Losses (Topic 326). This update replaces the incurred loss impairment methodology for recognizing credit losses on financial instruments with a methodology that reflects an entity's current estimate of all expected credit losses. This update requires financial assets measured at amortized cost to be presented net of an allowance for credit losses. Additionally, this update requires credit losses on available-for-sale debt securities to be presented as an allowance rather than as a write-down, allowing an entity to also record reversals of credit losses in current period net income. This update becomes effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has not yet estimated the full impact that the adoption will have on its 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, 2016
 
December 31, 2015
 
 
Carrying Value
 
Estimated Fair Value
 
Carrying Value
 
Estimated Fair Value
 
 
(in millions)
Financial assets
 
 
 
 
 
 
 
 
Investments
 
$
2,509.9

 
$
2,509.9

 
$
2,487.2

 
$
2,487.2

Cash and cash equivalents
 
128.2

 
128.2

 
56.6

 
56.6

Restricted cash and cash equivalents
 
2.4

 
2.4

 
2.5

 
2.5

Financial liabilities
 
 

 
 

 
 
 
 
Notes payable
 
$
32.0

 
$
34.3

 
$
32.0

 
$
36.6

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 the interest rates for 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, 2016
 
December 31, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
 
 
(in millions)
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$

 
$
125.9

 
$

 
$

 
$
120.2

 
$

U.S. Agencies
 

 
23.3

 

 

 
24.4

 

States and municipalities
 

 
871.1

 

 

 
854.5

 

Corporate securities
 

 
958.8

 

 

 
925.3

 

Residential mortgage-backed securities
 

 
243.0

 

 

 
237.9

 

Commercial mortgage-backed securities
 

 
75.8

 

 

 
80.3

 

Asset-backed securities
 

 
28.6

 

 

 
45.9

 

Total fixed maturity securities
 
$

 
$
2,326.5

 
$

 
$

 
$
2,288.5

 
$

Equity securities
 
 
 
 
 
 
 
 
 
 
 
 
Corporate equity securities
 
$
176.5

 
$

 
$

 
$
198.7

 
$

 
$

Federal Home Loan Bank stock
 
$

 
$

 
$
4.9

 
$

 
$

 
$

Total equity securities
 
$
176.5

 
$

 
$
4.9

 
$
198.7

 
$

 
$

Short-term investments
 
$

 
$
2.0

 
$

 
$

 
$

 
$


8



The following table provides a reconciliation of the beginning and ending balances that are measured using Level 3 inputs for the six months ended June 30, 2016.
 
 
Equity Securities
 
 
(in millions)
Beginning balance, January 1, 2016
 
$

Purchases
 
4.9

Ending balance, June 30, 2016
 
$
4.9

Each of the Company's insurance operating subsidiaries is a member of the Federal Home Loan Bank (FHLB) of San Francisco. Members are required to purchase stock in the FHLB in addition to maintaining collateral deposits that back any funds advanced. Investment in FHLB stock is recorded at cost, as purchases and sales of these securities are at par value with the issuer. The stock is considered a restricted security and is periodically evaluated for impairment based on the ultimate recovery of par value. Due to the nature of FHLB stock, its carrying value approximates fair value.
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, 2016
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
120.1

 
$
5.8

 
$

 
$
125.9

U.S. Agencies
 
22.0

 
1.3

 

 
23.3

States and municipalities
 
808.8

 
62.3

 

 
871.1

Corporate securities
 
919.0

 
41.6

 
(1.8
)
 
958.8

Residential mortgage-backed securities
 
233.4

 
9.6

 

 
243.0

Commercial mortgage-backed securities
 
73.7

 
2.1

 

 
75.8

Asset-backed securities
 
28.5

 
0.1

 

 
28.6

Total fixed maturity securities
 
2,205.5

 
122.8

 
(1.8
)
 
2,326.5

Equity securities
 
 
 
 
 
 
 
 
Corporate equity securities
 
108.5

 
68.9

 
(0.9
)
 
176.5

Federal Home Loan Bank stock
 
4.9

 

 

 
4.9

Total equity securities
 
113.4

 
68.9

 
(0.9
)
 
181.4

Short-term investments
 
2.0

 

 

 
2.0

Total investments
 
$
2,320.9

 
$
191.7

 
$
(2.7
)
 
$
2,509.9

At December 31, 2015
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
116.4

 
$
3.9

 
$
(0.1
)
 
$
120.2

U.S. Agencies
 
23.0

 
1.4

 

 
24.4

States and municipalities
 
809.4

 
45.1

 

 
854.5

Corporate securities
 
913.4

 
19.9

 
(8.0
)
 
925.3

Residential mortgage-backed securities
 
231.8

 
7.1

 
(1.0
)
 
237.9

Commercial mortgage-backed securities
 
81.1

 
0.2

 
(1.0
)
 
80.3

Asset-backed securities
 
46.0

 

 
(0.1
)
 
45.9

Total fixed maturity securities
 
2,221.1

 
77.6

 
(10.2
)
 
2,288.5

Equity securities
 
 
 
 
 
 
 
 
Corporate equity securities
 
137.5

 
65.8

 
(4.6
)
 
198.7

Equity securities
 
137.5

 
65.8

 
(4.6
)
 
198.7

Total investments
 
$
2,358.6

 
$
143.4

 
$
(14.8
)
 
$
2,487.2


9



The amortized cost and estimated fair value of fixed maturity securities at June 30, 2016, 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
 
$
140.1

 
$
141.7

Due after one year through five years
 
855.5

 
893.4

Due after five years through ten years
 
615.5

 
660.0

Due after ten years
 
258.8

 
284.0

Mortgage and asset-backed securities
 
335.6

 
347.4

Total
 
$
2,205.5

 
$
2,326.5

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, 2016 and December 31, 2015.
 
 
June 30, 2016
 
December 31, 2015
 
 
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
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$

 
$

 

 
$
27.4

 
$
(0.1
)
 
20

Corporate securities
 

 

 

 
328.4

 
(4.7
)
 
122

Residential mortgage-backed securities
 

 

 

 
50.5

 
(0.8
)
 
24

Commercial mortgage-backed securities
 

 

 

 
51.5

 
(1.0
)
 
22

Asset-backed securities
 

 

 

 
34.1

 

 
27

Total fixed maturity securities
 

 

 

 
491.9

 
(6.6
)
 
215

Equity securities
 
10.9

 
(0.9
)
 
23

 
35.8

 
(4.6
)
 
45

Total less than 12 months
 
$
10.9

 
$
(0.9
)
 
23

 
$
527.7

 
$
(11.2
)
 
260

 
 
 
 
 
 
 
 
 
 
 
 
 
12 months or greater:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
28.9

 
$
(1.8
)
 
12

 
$
34.6

 
$
(3.3
)
 
15

Residential mortgage-backed securities
 

 

 

 
7.1

 
(0.2
)
 
25

Asset-backed securities
 

 

 

 
11.1

 
(0.1
)
 
4

Total fixed maturity securities
 
28.9

 
(1.8
)
 
12

 
52.8

 
(3.6
)
 
44

Total 12 months or greater
 
$
28.9

 
$
(1.8
)
 
12

 
$
52.8

 
$
(3.6
)
 
44

 
 
 
 
 
 
 
 
 
 
 
 
 
Total available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$

 
$

 

 
$
27.4

 
$
(0.1
)
 
20

Corporate securities
 
28.9

 
(1.8
)
 
12

 
363.0

 
(8.0
)
 
137

Residential mortgage-backed securities
 

 

 

 
57.6

 
(1.0
)
 
49

Commercial mortgage-backed securities
 

 

 

 
51.5

 
(1.0
)
 
22

Asset-backed securities
 

 

 


45.2

 
(0.1
)
 
31

Total fixed maturity securities
 
28.9

 
(1.8
)
 
12

 
544.7

 
(10.2
)
 
259

Equity securities
 
10.9

 
(0.9
)
 
23

 
35.8

 
(4.6
)
 
45

Total available-for-sale
 
$
39.8

 
$
(2.7
)
 
35

 
$
580.5

 
$
(14.8
)
 
304

Based on reviews of the fixed maturity securities, the Company determined that unrealized losses for the six months ended June 30, 2016 were primarily the result of changes in prevailing interest rates and not the credit quality of the issuers. The fixed maturity

10



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 principal value upon maturity.
Based on reviews of the equity securities, the Company recognized a total impairment of $5.3 million in the fair value of 32 equity securities for the six months ended June 30, 2016, as a result of the Company's intent to sell and/or 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. The other-than-temporary impairment of equity securities was primarily due to the Company's intent to sell certain securities and the downturn in the energy sector that continued through the first quarter of 2016.
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,
 
 
2016

2015
 
2016

2015
 
 
(in millions)
Net realized gains on investments
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
1.1

 
$
0.3

 
$
1.3

 
$
0.3

Gross losses
 
(0.4
)
 
(0.2
)
 
(0.5
)
 
(0.2
)
Net realized gains on fixed maturity securities
 
$
0.7

 
$
0.1

 
$
0.8

 
$
0.1

Equity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
5.5

 
$
1.9

 
$
12.7

 
$
3.5

Gross losses
 
(0.2
)
 
(0.1
)
 
(6.0
)
 
(0.5
)
Net realized gains on equity securities
 
$
5.3

 
$
1.8

 
$
6.7

 
$
3.0

Total
 
$
6.0

 
$
1.9

 
$
7.5

 
$
3.1

 
 
 
 
 
 
 
 
 
Change in unrealized gains (losses)
 
 

 
 

 
 
 
 
Fixed maturity securities
 
$
24.3

 
$
(33.1
)
 
$
53.6

 
$
(19.0
)
Equity securities
 
5.6

 
(6.7
)
 
6.8

 
(7.8
)
Total
 
$
29.9

 
$
(39.8
)
 
$
60.4

 
$
(26.8
)
Net investment income was as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(in millions)
Fixed maturity securities
 
$
17.2

 
$
17.9

 
$
33.9

 
$
34.3

Equity securities
 
1.8

 
1.2

 
3.7

 
2.3

Cash equivalents and restricted cash
 
0.1

 

 
0.1

 

Gross investment income
 
19.1

 
19.1

 
37.7

 
36.6

Investment expenses
 
(0.7
)
 
(0.7
)
 
(1.5
)
 
(1.3
)
Net investment income
 
$
18.4

 
$
18.4

 
$
36.2

 
$
35.3

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, 2016 and December 31, 2015, securities having a fair value of $1,139.7 million and $881.2 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.
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 and restricted cash and cash equivalents held in trust for the benefit of ceding reinsurers at June 30, 2016 and December 31, 2015 was $27.7 million and $32.7 million, 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,
 
 
2016
 
2015
Expense computed at statutory rate
 
35.0
 %
 
35.0
 %
Dividends received deduction and tax-exempt interest
 
(7.3
)
 
(8.0
)
LPT deferred gain amortization
 
(2.1
)
 
(4.5
)
LPT reserve adjustment
 
(2.7
)
 
(2.1
)
Pre-privatization reserve adjustment, excluding LPT
 

 
(4.9
)
Other
 
0.7

 
0.5

Effective tax rate
 
23.6
 %
 
16.0
 %
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,
 
 
2016
 
2015
 
 
(in millions)
Unpaid losses and LAE, gross of reinsurance, at beginning of period
 
$
2,347.5

 
$
2,369.7

Less reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
628.2

 
669.5

Net unpaid losses and LAE at beginning of period
 
1,719.3

 
1,700.2

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

 
 

Current period
 
232.0

 
221.1

Prior periods
 
(2.3
)
 
1.4

Total net losses and LAE incurred during the period
 
229.7

 
222.5

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

 
 

Current period
 
19.1

 
20.1

Prior periods
 
196.4

 
189.0

Total net paid losses and LAE during the period
 
215.5

 
209.1

Ending unpaid losses and LAE, net of reinsurance
 
1,733.5

 
1,713.6

Reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
598.8

 
640.9

Unpaid losses and LAE, gross of reinsurance, at end of period
 
$
2,332.3

 
$
2,354.5

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 $10.7 million and $14.8 million for the six months ended June 30, 2016 and 2015, respectively (Note 8).
The change 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 in 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 amortization is recorded

12



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 of the Deferred Gain for each of the six months ended June 30, 2016 and 2015. Additionally, the Deferred Gain was reduced by $3.1 million and $6.4 million for the six months ended June 30, 2016 and 2015, respectively, due to a favorable LPT Reserve Adjustment and by $1.8 million and $2.6 million for the six months ended June 30, 2016 and 2015, respectively, due to a favorable LPT Contingent Commission Adjustment. The remaining Deferred Gain was $180.7 million and $189.5 million as of June 30, 2016 and December 31, 2015, respectively. The estimated remaining liabilities subject to the LPT Agreement were $479.4 million and $498.0 million as of June 30, 2016 and December 31, 2015, respectively. Losses and LAE paid with respect to the LPT Agreement totaled $708.8 million and $695.2 million from inception through June 30, 2016 and December 31, 2015, 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, 2016
 
December 31, 2015
 
 
(in millions)
Net unrealized gain on investments, before taxes
 
$
189.0

 
$
128.6

Deferred tax expense on net unrealized gains
 
(66.2
)
 
(45.0
)
Total accumulated other comprehensive income, net
 
$
122.8

 
$
83.6

10. Stock-Based Compensation
The Company awarded stock options, restricted stock units (RSUs) and performance share units (PSUs) to certain officers 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 2016
 
 
 
 
 
 
 
Stock options(1)
67,431

 
$
8.38

 
$
27.72

 
$
0.6

RSUs(1)
80,816

 
27.72

 

 
2.2

PSUs(2)
97,236

 
27.72

 

 
2.7

 
 
 
 
 
 
 
 
May 2016
 
 
 
 
 
 
 
RSUs(1)
17,892

 
30.18

 

 
0.5

(1)
The stock options and RSUs awarded in March 2016 were awarded to certain officers of the Company and vest 25% on March 15, 2017, 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 2016 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 2016 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 438,774 and 463,466 stock options were exercised during the six months ended June 30, 2016 and the year ended December 31, 2015, 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 RSUs and PSUs had vested and 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,
 
 
2016

2015
 
2016

2015
 
 
(in millions, except share data)
Net income available to stockholders—basic and diluted
 
$
26.3

 
$
29.2

 
$
47.3

 
$
43.2

Weighted average number of shares outstanding—basic
 
32,629,525

 
32,066,981

 
32,521,672

 
31,906,401

Effect of dilutive securities:
 
 
 
 
 
 
 
 
PSUs
 
178,254

 
88,543

 
158,643

 
205,697

Stock options
 
193,448

 
311,436

 
216,015

 
311,168

RSUs
 
42,872

 
40,536

 
57,194

 
59,964

Dilutive potential shares
 
414,574


440,515

 
431,852

 
576,829

Weighted average number of shares outstanding—diluted
 
33,044,099

 
32,507,496

 
32,953,524

 
32,483,230

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, PSUs, and RSUs that were excluded from diluted earnings per share.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
Options, PSUs and RSUs excluded under the treasury method as the potential proceeds on settlement or exercise price were greater than the value of shares acquired
 
155,833

 
345,369

 
118,317

 
306,407


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, 2015 (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, strategic initiatives, 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 33 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; emphasizing the settlement of open claims; diversifying our risk exposure across our geographic markets; utilizing a three-company pricing platform; utilizing territorial multipliers in California; non-renewing under-performing business; and targeting profitable 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, 2016
 
December 31, 2015
 
 
(in millions, except share data)
GAAP stockholders' equity
 
$
845.3

 
$
760.8

Deferred reinsurance gain–LPT Agreement
 
180.7

 
189.5

Less: Accumulated other comprehensive income, net
 
122.8

 
83.6

Adjusted stockholders' equity(1)
 
$
903.2

 
$
866.7

Common shares outstanding
 
32,463,660

 
32,216,480

(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. We believe that Adjusted stockholders' equity is an important supplemental measure of our capital position.
Overall, net income was $26.3 million and $47.3 million for the three and six months ended June 30, 2016, respectively, compared to $29.2 million and $43.2 million for the corresponding periods of 2015. We recognized underwriting income of $9.7 million and $18.4 million for the three and six months ended June 30, 2016, respectively, compared to $13.7 million and $14.3 million for the corresponding periods of 2015. 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, 2016 were impacted by: (1) favorable development in the estimated reserves ceded under the LPT Agreement that resulted in a $3.1 million cumulative adjustment to the Deferred Gain and reduced our losses and LAE by the same amount during the second quarter of 2016 (LPT Reserve Adjustment) and (2) an increase in the contingent commission receivable under the LPT Agreement that resulted in a $1.8 million cumulative adjustment, which reduced our losses and LAE by the same amount (LPT Contingent Commission Adjustment) during the second quarter of 2016. Collectively, these items increased net income by $4.9 million during the second quarter of 2016.
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.

16



The comparative components of net income are set forth in the following table:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016

2015
 
 
(in millions)
Gross premiums written
 
$
190.6

 
$
190.6

 
$
381.3

 
$
364.6

Net premiums written
 
188.7

 
188.3

 
377.4

 
360.2

 
 
 
 
 
 
 
 
 
Net premiums earned
 
$
176.9

 
$
170.6

 
$
349.5

 
$
329.6

Net investment income
 
18.4

 
18.4

 
36.2

 
35.3

Net realized gains on investments
 
6.0

 
1.9

 
7.5

 
3.1

Other income
 
0.5

 

 
0.6

 
0.1

Total revenues
 
201.8


190.9

 
393.8

 
368.1

 
 
 
 
 
 
 
 
 
Losses and LAE
 
111.7

 
101.5

 
219.0

 
207.7

Commission expense
 
21.9

 
22.9

 
42.2

 
41.6

Underwriting and other operating expenses
 
33.6

 
32.5

 
69.9

 
66.0

Interest expense
 
0.4

 
0.7

 
0.8

 
1.4

Income tax expense
 
7.9

 
4.1

 
14.6

 
8.2

Total expenses
 
175.5

 
161.7

 
346.5

 
324.9

Net income
 
$
26.3

 
$
29.2

 
$
47.3

 
$
43.2

Less amortization of the Deferred Gain related to losses
 
$
2.2

 
$
2.3

 
$
4.8

 
$
4.8

Less amortization of the Deferred Gain related to contingent commission
 
0.5

 
0.5

 
1.0

 
1.0

Less impact of LPT Reserve Adjustments(1)
 
3.1

 
6.4

 
3.1

 
6.4

Less impact of LPT Contingent Commission Adjustments(1)
 
1.8

 
2.4

 
1.8

 
2.6

Net income before impact of the LPT Agreement(2)
 
$
18.7

 
$
17.6

 
$
36.6

 
$
28.4

(1)
Any adjustment to the contingent profit commission under the LPT Agreement results in a cumulative adjustment to the Deferred Gain, which is 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).
(2)
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 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 is the sum of both direct premiums written and assumed premiums written before the effect of ceded reinsurance. Gross premiums written were unchanged for the three months ended June 30, 2016 and increased 4.6% for the six months ended June 30, 2016, compared to the same periods of 2015. Changes in gross premiums written for the three and six months ended June 30, 2016 include $10.3 million and $23.8 million increases in our final audit premiums, year-over-year, respectively, which were partially offset by declines in premium due to lower levels of new and renewal premiums, year-over-year. The declines in new and renewal premiums year-over-year were primarily the result of declines in the LA Area of California,

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partially offset by increases in states outside California, as well as territories outside of southern California, as we continue to focus on profitable classes of business.
Net Premiums Earned
Net premiums earned are those portions of the premiums that apply to the expired portions of the policies in force. Net premiums earned are recognized as revenue. Net premiums earned increased 3.7% and 6.0% for the three and six months ended June 30, 2016, compared to the same periods of 2015. These increases were primarily the result of $10.3 million and $23.8 million increases in our final audit premiums for the three and six months ended June 30, 2016, compared to the same periods of 2015, partially offset by declines in premium due to lower levels of new and renewal premiums. The declines in new and renewal premiums year-over-year were primarily the result of declines in the LA Area of California, partially offset by increases in states outside California, as well as territories outside of southern California, driven by our effort to diversify our risk exposure across our markets and target profitable classes of business across all of our markets. Fifty-six percent of our in-force premiums were generated in California and no other state represented a significant concentration of business as of June 30, 2016.
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, 2016
 
Year-to-Date Increase (Decrease)
 
Year-Over-Year Increase (Decrease)
 
Overall
 
California
 
All Other States
 
Overall
 
California
 
All Other States
In-force premiums
(0.8
)%
 
(1.5
)%
 
0.1
 %
 
(2.1
)%
 
(4.4
)%
 
1.1
 %
In-force policy count
0.3

 
(2.8
)
 
3.7

 

 
(5.6
)
 
6.5

Average in-force policy size
(1.1
)
 
1.3

 
(3.5
)
 
(2.1
)
 
1.3

 
(5.0
)
In-force payroll exposure
0.1

 
0.7

 
(0.3
)
 
1.0

 
0.2

 
1.4

Net rate(1)
(0.9
)
 
(2.2
)
 
0.3

 
(3.0
)
 
(4.7
)
 
(0.3
)
(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 policy count in California declined 4.4% and 5.6%, respectively, year-over-year as of June 30, 2016, while our in-force premiums and policy count in all other states increased 1.1% and 6.5%, respectively, during the same period, as we continued to diversify our risk exposure across our markets.
Our net rate (total in-force premiums divided by total insured payroll exposure) in California decreased 4.7% year-over-year as of June 30, 2016, as we continued to diversify our premiums in California by territory and targeted profitable classes of business. Net rate 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, 2016
 
December 31, 2015
 
June 30, 2015
 
December 31, 2014
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
 
$
347.0

 
42,858

 
$
352.2

 
44,080

 
$
363.1

 
45,404

 
$
370.8

 
47,093

Other
 
267.5

 
41,910

 
267.3

 
40,416

 
264.5

 
39,368

 
257.1

 
38,209

Total
 
$
614.5

 
84,768

 
$
619.5

 
84,496

 
$
627.6

 
84,772

 
$
627.9

 
85,302

Our alternative distribution channels that utilize partnerships and alliances generated $150.2 million and $147.4 million, or 24.4% and 23.5%, of our in-force premiums as of June 30, 2016 and 2015, 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.
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, 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.

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Net investment income was unchanged for the three months ended June 30, 2016 and increased 2.5% for the six months ended June 30, 2016, compared to the same periods of 2015. The average pre-tax book yield on invested assets was 3.2% at both June 30, 2016 and 2015. The tax-equivalent yield on invested assets was 3.7% and 3.8% at June 30, 2016 and 2015, respectively. The slight increase in net investment income for the six months ended June 30, 2016 was primarily related to a change in the mix of invested assets in the investment portfolio.
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) 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 $6.0 million and $7.5 million for the three and six months ended June 30, 2016, respectively, compared to $1.9 million and $3.1 million for the corresponding periods of 2015. The increases in net realized gains