EIG-9.30.2014-10Q


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 September 30, 2014

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
 
October 23, 2014
Common Stock, $0.01 par value per share
 
31,489,468 shares outstanding



TABLE OF CONTENTS
 
 
Page
No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


PART I – FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements
Employers Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
 
 
As of
 
As of
 
 
September 30,
2014
 
December 31,
2013
Assets
 
(unaudited)
 
 
Available for sale:
 
 
 
 
Fixed maturity securities at fair value (amortized cost $2,202,822 at September 30, 2014 and $2,116,064 at December 31, 2013)
 
$
2,290,718

 
$
2,182,546

Equity securities at fair value (cost $95,984 at September 30, 2014 and $89,689 at December 31, 2013)
 
164,548

 
162,312

Total investments
 
2,455,266

 
2,344,858

Cash and cash equivalents
 
59,006

 
34,503

Restricted cash and cash equivalents
 
20,786

 
6,564

Accrued investment income
 
19,485

 
20,255

Premiums receivable (less bad debt allowance of $7,819 at September 30, 2014 and $7,064 at December 31, 2013)
 
315,115

 
279,080

Reinsurance recoverable for:
 
 

 
 
Paid losses
 
7,954

 
8,412

Unpaid losses, including bad debt allowance of $389 at December 31, 2013
 
690,471

 
742,666

Deferred policy acquisition costs
 
47,935

 
43,532

Deferred income taxes, net
 
51,333

 
58,062

Property and equipment, net
 
19,902

 
16,616

Intangible assets, net
 
9,180

 
9,685

Goodwill
 
36,192

 
36,192

Contingent commission receivable—LPT Agreement
 
23,078

 
25,104

Other assets
 
23,479

 
17,920

Total assets
 
$
3,779,182

 
$
3,643,449

 
 
 
 
 
Liabilities and stockholders’ equity
 
 

 
 

Claims and policy liabilities:
 
 

 
 

Unpaid losses and loss adjustment expenses
 
$
2,370,268

 
$
2,330,491

Unearned premiums
 
335,826

 
303,967

Total claims and policy liabilities
 
2,706,094

 
2,634,458

Commissions and premium taxes payable
 
47,287

 
45,314

Accounts payable and accrued expenses
 
20,069

 
18,711

Deferred reinsurance gain—LPT Agreement
 
218,654

 
249,072

Notes payable
 
102,000

 
102,000

Other liabilities
 
32,485

 
25,191

Total liabilities
 
3,126,589

 
3,074,746

Commitments and contingencies
 


 


Stockholders’ equity:
 
 

 
 

Common stock, $0.01 par value; 150,000,000 shares authorized; 54,862,442 and 54,672,904 shares issued and 31,489,468 and 31,299,930 shares outstanding at September 30, 2014 and December 31, 2013, respectively
 
549

 
547

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

 
—

Additional paid-in capital
 
344,814

 
338,090

Retained earnings
 
568,080

 
502,198

Accumulated other comprehensive income, net
 
101,700

 
90,418

Treasury stock, at cost (23,372,974 shares at September 30, 2014 and December 31, 2013)
 
(362,550
)
 
(362,550
)
Total stockholders’ equity
 
652,593

 
568,703

Total liabilities and stockholders’ equity
 
$
3,779,182

 
$
3,643,449

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
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014
 
2013
 
2014

2013
Revenues
 
(unaudited)
 
(unaudited)
Net premiums earned
 
$
172,053

 
$
164,429

 
$
511,866

 
$
472,357

Net investment income
 
18,179

 
17,799

 
54,477

 
52,849

Net realized gains on investments
 
1,776

 
1,075

 
14,202

 
5,735

Other income
 
48

 
29

 
274

 
276

Total revenues
 
192,056

 
183,332

 
580,819

 
531,217

Expenses
 
 

 
 

 
 
 
 
Losses and loss adjustment expenses
 
122,357

 
105,767

 
343,137

 
326,677

Commission expense
 
20,607

 
19,946

 
60,983

 
58,466

Underwriting and other operating expenses
 
31,854

 
32,493

 
98,311

 
96,282

Interest expense
 
743

 
815

 
2,274

 
2,420

Total expenses
 
175,561

 
159,021

 
504,705

 
483,845

Net income before income taxes
 
16,495

 
24,311

 
76,114

 
47,372

Income tax expense (benefit)
 
1,295

 
(3,274
)
 
4,564

 
(2,291
)
Net income
 
$
15,200

 
$
27,585

 
$
71,550

 
$
49,663

 
 
 
 
 
 
 
 
 
Earnings per common share (Note 10):
 
 
 
 
 
 
 
 
Basic
 
$
0.48

 
$
0.88

 
$
2.27

 
$
1.60

Diluted
 
$
0.47

 
$
0.86

 
$
2.23

 
$
1.56

Cash dividends declared per common share
 
$
0.06

 
$
0.06

 
$
0.18

 
$
0.18

 
 
 
 
 
 
 
 
 
Comprehensive income
 
 
 
 
 
 
 
 
Unrealized gains (losses) during the period (net of tax expense (benefit) of $(3,099) and $2,236 for the three months ended September 30, 2014 and 2013, respectively, and $11,045 and $(18,635) for the nine months ended September 30, 2014 and 2013, respectively)
 
$
(5,755
)
 
$
4,154

 
$
20,513

 
$
(34,607
)
Reclassification adjustment for realized gains in net income (net of taxes of $622 and $376 for the three months ended September 30, 2014 and 2013, respectively, and $4,971 and $2,007 for the nine months ended September 30, 2014 and 2013, respectively)
 
(1,154
)
 
(699
)
 
(9,231
)

(3,728
)
Other comprehensive (loss) income, net of tax
 
(6,909
)
 
3,455

 
11,282

 
(38,335
)
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
8,291

 
$
31,040

 
$
82,832

 
$
11,328

 
 
 
 
 
 
 
 
 
Net realized gains on investments
 
 
 
 
 
 
 
 
Net realized gains on investments before credit related impairments on fixed maturity securities
 
$
1,917

 
$
1,075

 
$
14,343

 
$
5,803

Other than temporary impairment, credit losses recognized in earnings
 
(141
)
 
—

 
(141
)
 
(68
)
Net realized gains on investments
 
$
1,776

 
$
1,075

 
$
14,202

 
$
5,735

See accompanying unaudited notes to the consolidated financial statements.

4


Employers Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
 
 
Nine Months Ended
 
 
September 30,
 
 
2014
 
2013
Operating activities
 
(unaudited)
Net income
 
$
71,550

 
$
49,663

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

 
 

Depreciation and amortization
 
5,240

 
4,324

Stock-based compensation
 
4,310

 
5,815

Amortization of premium on investments, net
 
7,809

 
6,574

Deferred income tax expense
 
655

 
(5,482
)
Net realized gains on investments
 
(14,202
)
 
(5,735
)
Excess tax benefits from stock-based compensation
 
(1,154
)
 
(386
)
Other
 
352

 
1,007

Change in operating assets and liabilities:
 
 

 
 

Premiums receivable
 
(36,790
)
 
(61,368
)
Reinsurance recoverable for paid and unpaid losses
 
53,042

 
26,065

Federal income taxes
 
4,424

 
(925
)
Unpaid losses and loss adjustment expenses
 
39,777

 
73,767

Unearned premiums
 
31,859

 
53,834

Accounts payable, accrued expenses and other liabilities
 
8,652

 
6,201

Deferred reinsurance gain—LPT Agreement
 
(30,418
)
 
(20,441
)
Contingent commission receivable—LPT Agreement
 
2,026

 
(2,247
)
Other
 
(10,736
)
 
(6,622
)
Net cash provided by operating activities
 
136,396

 
124,044

Investing activities
 
 

 
 

Purchase of fixed maturity securities
 
(293,689
)
 
(340,343
)
Purchase of equity securities
 
(20,565
)
 
(22,058
)
Proceeds from sale of fixed maturity securities
 
42,232

 
32,706

Proceeds from sale of equity securities
 
27,614

 
22,266

Proceeds from maturities and redemptions of investments
 
158,252

 
148,418

Proceeds from sale of fixed assets
 
—

 
285

Capital expenditures
 
(8,510
)
 
(5,552
)
Change in restricted cash and cash equivalents
 
(14,222
)
 
(725
)
Net cash used in investing activities
 
(108,888
)
 
(165,003
)
Financing activities
 
 

 
 

Cash transactions related to stock-based compensation
 
1,492

 
5,315

Dividends paid to stockholders
 
(5,651
)
 
(5,580
)
Excess tax benefits from stock-based compensation
 
1,154

 
386

Net cash (used in) provided by financing activities
 
(3,005
)
 
121

Net increase (decrease) in cash and cash equivalents
 
24,503

 
(40,838
)
Cash and cash equivalents at the beginning of the period
 
34,503

 
140,661

Cash and cash equivalents at the end of the period
 
$
59,006

 
$
99,823

 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, 2013.
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. Changes in Estimates
During the nine months ended September 30, 2014, the Company reduced its estimated reserves ceded under the Loss Portfolio Transfer Agreement (LPT Agreement) by $33.3 million. This change in estimate resulted in a $22.3 million cumulative adjustment to the deferred reinsurance gain–LPT Agreement (Deferred Gain), which was also recognized in losses and LAE 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 (LPT Reserve Adjustment). This change in estimate was the result of the determination that an adjustment was necessary to reflect observed favorable paid loss trends. This change in estimate increased net income by $22.3 million, or $0.71 and $0.70 per basic and diluted share, respectively, for the nine months ended September 30, 2014.
During the nine months ended September 30, 2014, the Company increased its estimate of contingent commission receivable – LPT Agreement as a result of the determination that an adjustment was necessary to reflect observed favorable paid loss trends. This change in estimate resulted in a $7.9 million cumulative adjustment to the Deferred Gain, which 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 (LPT Contingent Commission Adjustment). This change in estimate increased net income by $7.9 million, or $0.25 per basic and diluted share, for the nine months ended September 30, 2014.
During the nine months ended September 30, 2014, the Company reallocated $12.0 million in reserves from non-taxable periods prior to January 1, 2000 to taxable years, which reduced our effective tax rate by 3.5 percentage points for the nine months ended September 30, 2014. This change in estimate was the result of the determination that a reallocation of reserves among accident years was appropriate to address a continuation of observed loss trends. The income tax impact of this change in estimate increased net income by $2.7 million, or $0.09 and $0.08 per basic and diluted share, respectively, for the nine months ended September 30, 2014.

6


3. Fair Value of Financial Instruments
The carrying value and the estimated fair value of the Company’s financial instruments were as follows:
 
 
September 30, 2014
 
December 31, 2013
 
 
Carrying Value
 
Estimated Fair Value
 
Carrying Value
 
Estimated Fair Value
 
 
(in thousands)
Financial assets
 
 
 
 
 
 
 
 
Investments
 
$
2,455,266

 
$
2,455,266

 
$
2,344,858

 
$
2,344,858

Cash and cash equivalents
 
59,006

 
59,006

 
34,503

 
34,503

Restricted cash and cash equivalents
 
20,786

 
20,786

 
6,564

 
6,564

Financial liabilities
 
 

 
 

 
 
 
 
Notes payable
 
102,000

 
106,444

 
102,000

 
105,450

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, and have been determined to be Level 2 fair value measurements, as defined below.
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.
The following methods and assumptions were used to determine the fair value of each class of assets and liabilities recorded at fair value in the consolidated balance sheets.
Fair value of available-for-sale fixed maturity and equity securities is based on quoted market prices, where available, and is obtained primarily from third-party pricing services, which generally use Level 1 or Level 2 inputs. The Company obtains a quoted price for each security from third party pricing services. The quoted prices are derived through recently reported trades for identical or similar securities. For securities not actively traded, the third party pricing services may use quoted market prices of similar instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, broker quotes, benchmark yields, credit spreads, default rates, and prepayment speeds. The Company also performs a quarterly analysis on the prices received from third party pricing services to determine whether the prices are reasonable estimates of fair value, including confirming the fair values of these securities through observable market prices using an alternative pricing source. If differences are noted in this review, the Company may obtain additional information from other pricing services to validate the quoted price. There were no adjustments to prices obtained from third party pricing services as of September 30, 2014 or December 31, 2013 that were material to the Company's consolidated financial statements.
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.
Estimates of fair value for fixed maturity securities are based on estimates using objectively verifiable information and are included in the amount disclosed in Level 2 of the hierarchy. The Level 3 fair value estimates include the Company's assumptions about risk assessments and market participant assumptions based on the best information available, including quotes from market makers and other broker/dealers recognized as market participants, using standard or trade derived inputs, new issue data, monthly payment information, cash flow generation, prepayment speeds, spread adjustments, or rating updates.

7


The following table presents the items on the accompanying consolidated balance sheets that are stated at fair value and the corresponding fair value measurements.
 
 
September 30, 2014
 
December 31, 2013
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
 
 
(in thousands)
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
—

 
$
171,295

 
$
—

 
$
—

 
$
170,897

 
$
—

U.S. Agencies
 
—

 
48,795

 
—

 
—

 
68,118

 
—

States and municipalities
 
—

 
749,523

 
—

 
—

 
735,180

 
—

Corporate securities
 
—

 
911,271

 
—

 
—

 
833,296

 
—

Residential mortgage-backed securities
 
—

 
288,144

 
—

 
—

 
258,431

 
—

Commercial mortgage-backed securities
 
—

 
61,564

 
—

 
—

 
65,110

 
—

Asset-backed securities
 
—

 
60,126

 
—

 
—

 
51,514

 
—

Total fixed maturity securities
 
—

 
2,290,718

 
—

 
—

 
2,182,546

 
—

Equity securities
 
$
164,548

 
$
—

 
$
—

 
$
162,312

 
$
—

 
$
—

4. 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 thousands)
At September 30, 2014
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
165,159

 
$
6,197

 
$
(61
)
 
$
171,295

U.S. Agencies
 
46,268

 
2,527

 
—

 
48,795

States and municipalities
 
703,112

 
46,702

 
(291
)
 
749,523

Corporate securities
 
884,551

 
30,983

 
(4,263
)
 
911,271

Residential mortgage-backed securities
 
281,125

 
8,995

 
(1,976
)
 
288,144

Commercial mortgage-backed securities
 
62,297

 
348

 
(1,081
)
 
61,564

Asset-backed securities
 
60,310

 
27

 
(211
)
 
60,126

Total fixed maturity securities
 
2,202,822

 
95,779

 
(7,883
)
 
2,290,718

Equity securities
 
95,984

 
69,480

 
(916
)
 
164,548

Total investments
 
$
2,298,806

 
$
165,259

 
$
(8,799
)
 
$
2,455,266

At December 31, 2013
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
163,951

 
$
7,073

 
$
(127
)
 
$
170,897

U.S. Agencies
 
64,985

 
3,137

 
(4
)
 
68,118

States and municipalities
 
698,979

 
40,595

 
(4,394
)
 
735,180

Corporate securities
 
814,283

 
28,671

 
(9,658
)
 
833,296

Residential mortgage-backed securities
 
255,187

 
7,979

 
(4,735
)
 
258,431

Commercial mortgage-backed securities
 
67,066

 
316

 
(2,272
)
 
65,110

Asset-backed securities
 
51,613

 
54

 
(153
)
 
51,514

Total fixed maturity securities
 
2,116,064

 
87,825

 
(21,343
)
 
2,182,546

Equity securities
 
89,689

 
72,844

 
(221
)
 
162,312

Total investments
 
$
2,205,753

 
$
160,669

 
$
(21,564
)
 
$
2,344,858


8


The amortized cost and estimated fair value of fixed maturity securities at September 30, 2014, 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 thousands)
Due in one year or less
 
$
167,908

 
$
169,932

Due after one year through five years
 
799,473

 
836,312

Due after five years through ten years
 
668,703

 
695,413

Due after ten years
 
163,006

 
179,227

Mortgage and asset-backed securities
 
403,732

 
409,834

Total
 
$
2,202,822

 
$
2,290,718


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 September 30, 2014 and December 31, 2013.
 
 
September 30, 2014
 
December 31, 2013
 
 
Estimated Fair Value
 
Gross Unrealized Losses
 
Number of Issues
 
Estimated Fair Value
 
Gross Unrealized Losses
 
Number of Issues
 
 
(dollars in thousands)
Less than 12 months:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
24,935

 
$
(46
)
 
6

 
$
22,242

 
$
(127
)
 
7

U.S. Agencies
 
—

 
—

 
—

 
1,631

 
(4
)
 
1

States and municipalities
 
5,918

 
(66
)
 
3

 
127,965

 
(4,394
)
 
34

Corporate securities
 
131,672

 
(1,069
)
 
40

 
326,608

 
(9,536
)
 
112

Residential mortgage-backed securities
 
34,663

 
(124
)
 
24

 
129,586

 
(4,170
)
 
58

Commercial mortgage-backed securities
 
58

 
(1
)
 
1

 
35,878

 
(1,372
)
 
9

Asset-backed securities
 
27,708

 
(99
)
 
15

 
25,825

 
(52
)
 
13

Total fixed maturity securities
 
224,954

 
(1,405
)
 
89

 
669,735

 
(19,655
)
 
234

Equity securities
 
13,152

 
(889
)
 
25

 
6,140

 
(208
)
 
17

Total less than 12 months
 
$
238,106

 
$
(2,294
)
 
114

 
$
675,875

 
$
(19,863
)
 
251

 
 
 
 
 
 
 
 
 
 
 
 
 
12 months or greater:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
1,381

 
$
(15
)
 
1

 
$
—

 
$
—

 
—

States and municipalities
 
22,049

 
(225
)
 
5

 
—

 
—

 
—

Corporate securities
 
129,577

 
(3,194
)
 
41

 
6,174

 
(122
)
 
3

Residential mortgage-backed securities
 
57,621

 
(1,852
)
 
30

 
5,609

 
(565
)
 
11

Commercial mortgage-backed securities
 
30,813

 
(1,080
)
 
8

 
9,324

 
(900
)
 
3

Asset-backed securities
 
14,116

 
(112
)
 
3

 
8,938

 
(101
)
 
3

Total fixed maturity securities
 
255,557

 
(6,478
)
 
88

 
30,045

 
(1,688
)
 
20

Equity securities
 
447

 
(27
)
 
2

 
303

 
(13
)
 
1

Total 12 months or greater
 
$
256,004

 
$
(6,505
)
 
90

 
$
30,348

 
$
(1,701
)
 
21

 
 
 
 
 
 
 
 
 
 
 
 
 
Total available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
26,316

 
$
(61
)
 
7

 
$
22,242

 
$
(127
)
 
7

U.S. Agencies
 
—

 
—

 
—

 
1,631

 
(4
)
 
1

States and municipalities
 
27,967

 
(291
)
 
8

 
127,965

 
(4,394
)
 
34

Corporate securities
 
261,249

 
(4,263
)
 
81

 
332,782

 
(9,658
)
 
115

Residential mortgage-backed securities
 
92,284

 
(1,976
)
 
54

 
135,195

 
(4,735
)
 
69

Commercial mortgage-backed securities
 
30,871

 
(1,081
)
 
9

 
45,202

 
(2,272
)
 
12

Asset-backed securities
 
41,824

 
(211
)
 
18


34,763

 
(153
)
 
16

Total fixed maturity securities
 
480,511

 
(7,883
)
 
177

 
699,780

 
(21,343
)
 
254

Equity securities
 
13,599

 
(916
)
 
27

 
6,443

 
(221
)
 
18

Total available-for-sale
 
$
494,110

 
$
(8,799
)
 
204

 
$
706,223

 
$
(21,564
)
 
272

Based on reviews of the fixed maturity securities, the Company determined that unrealized losses for the nine months ended September 30, 2014 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

10


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 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 nine months ended September 30, 2014 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.
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
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014

2013
 
2014

2013
 
 
(in thousands)
Net realized gains on investments
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
6

 
$
215

 
$
859

 
$
216

Gross losses
 
—

 
(7
)
 
(1
)
 
(7
)
Net realized gains on fixed maturity securities
 
$
6

 
$
208

 
$
858

 
$
209

Equity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
1,910

 
$
868

 
$
13,486

 
$
5,845

Gross losses
 
(140
)
 
(1
)
 
(142
)
 
(319
)
Net realized gains on equity securities
 
$
1,770

 
$
867

 
$
13,344

 
$
5,526

Total
 
$
1,776

 
$
1,075

 
$
14,202

 
$
5,735

 
 
 
 
 
 
 
 
 
Change in unrealized gains (losses)
 
 

 
 

 
 
 
 
Fixed maturity securities
 
$
(9,925
)
 
$
(1,086
)
 
$
21,414

 
$
(76,168
)
Equity securities
 
(706
)
 
6,401

 
(4,059
)
 
17,191

Total
 
$
(10,631
)
 
$
5,315

 
$
17,355

 
$
(58,977
)
Net investment income was as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
(in thousands)
Fixed maturity securities
 
$
17,848

 
$
17,465

 
$
53,349

 
$
51,991

Equity securities
 
1,025

 
950

 
3,032

 
2,733

Cash equivalents and restricted cash
 
15

 
19

 
48

 
82

 
 
18,888

 
18,434

 
56,429

 
54,806

Investment expenses
 
(709
)
 
(635
)
 
(1,952
)
 
(1,957
)
Net investment income
 
$
18,179

 
$
17,799

 
$
54,477

 
$
52,849

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 September 30, 2014 and December 31, 2013, securities having a fair value of $782.7 million and $602.4 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. Additionally, 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 September 30, 2014 and December 31, 2013 was $31.1 million and $32.2 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 $85.1 million and $95.1 million at September 30, 2014 and December 31, 2013, respectively.

11


5. 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.
 
 
Nine Months Ended
 
 
September 30,
 
 
2014
 
2013
Expense computed at statutory rate
 
35.0
 %
 
35.0
 %
Dividends received deduction and tax-exempt interest
 
(9.4
)
 
(15.0
)
LPT deferred gain amortization
 
(7.7
)
 
(9.3
)
LPT reserve adjustment
 
(8.4
)
 
(6.0
)
Pre-privatization reserve adjustment, excluding LPT
 
(3.5
)
 
(10.5
)
Other
 
—

 
1.0

Effective tax rate
 
6.0
 %
 
(4.8
)%
6. Liability for Unpaid Losses and Loss Adjustment Expenses 
The following table represents a reconciliation of changes in the liability for unpaid losses and LAE.
 
 
Nine Months Ended
 
 
September 30,
 
 
2014
 
2013
 
 
(in thousands)
Unpaid losses and LAE, gross of reinsurance, at beginning of period
 
$
2,330,491

 
$
2,231,540

Less reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
743,055

 
805,386

Net unpaid losses and LAE at beginning of period
 
1,587,436

 
1,426,154

Losses and LAE, net of reinsurance, related to:
 
 

 
 

Current period
 
379,233

 
347,568

Prior periods
 
3,992

 
1,797

Total net losses and LAE incurred during the period
 
383,225

 
349,365

Deduct payments for losses and LAE, net of reinsurance, related to:
 
 

 
 

Current period
 
44,522

 
46,347

Prior periods
 
246,342

 
203,707

Total net payments for losses and LAE during the period
 
290,864

 
250,054

Ending unpaid losses and LAE, net of reinsurance
 
1,679,797

 
1,525,465

Reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
690,471

 
779,842

Unpaid losses and LAE, gross of reinsurance, at end of period
 
$
2,370,268

 
$
2,305,307

Total net losses and LAE included in the above table excludes the impact of the amortization of the deferred reinsurance gain—LPT Agreement (Note 7).
The increase in the estimates of incurred losses and LAE attributable to insured events for prior periods was primarily related to the Company's assigned risk business.
7. 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 amortization is recorded in losses and LAE incurred in the accompanying consolidated statements of comprehensive

12


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 $40.1 million and $22.7 million of the Deferred Gain for the nine months ended September 30, 2014 and 2013, respectively. The remaining Deferred Gain was $218.7 million and $249.1 million as of September 30, 2014 and December 31, 2013, respectively. The estimated remaining liabilities subject to the LPT Agreement were $555.8 million and $612.1 million as of September 30, 2014 and December 31, 2013, respectively. Losses and LAE paid with respect to the LPT Agreement totaled $660.8 million and $637.9 million through September 30, 2014 and December 31, 2013, respectively.
8. 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:
 
 
September 30, 2014
 
December 31, 2013
 
 
(in thousands)
Net unrealized gain on investments, before taxes
 
$
156,460

 
$
139,105

Deferred tax expense on net unrealized gains
 
(54,760
)
 
(48,687
)
Total accumulated other comprehensive income, net
 
$
101,700

 
$
90,418

9. Stock-Based Compensation
The Company awarded stock options, restricted stock units (RSUs) and performance share units (PSUs) to certain officers and 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 2014
 
 
 
 
 
 
 
Stock options(1)
141,744

 
$
6.66

 
$
20.87

 
$
0.9

RSUs(1)
63,878

 
20.87

 
—

 
1.3

PSUs(2)
125,340

 
20.87

 
—

 
2.6

 
 
 
 
 
 
 
 
May 2014
 
 
 
 
 
 
 
RSUs(1)
22,392

 
21.43

 
—

 
0.5

(1)
The stock options and RSUs awarded in March 2014 were awarded to certain officers of the Company and vest 25% on March 11, 2015, and each of the subsequent three anniversaries of that date. The stock options and RSUs are subject to accelerated vesting in certain circumstances, such as: death or disability, 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 2014 were awarded to non-employee Directors of the Company and have a service vesting period of one year from the grant date.
(2)
The PSUs awarded in March 2014 were awarded to certain officers of the Company and have a performance period of three years and are subject to certain performance goals, based on the Company's statutory combined ratio, 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 116,134 and 411,295 stock options were exercised during the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively.

13


10. 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
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014

2013
 
2014

2013
 
 
(in thousands, except share data)
Net income available to stockholders—basic and diluted
 
$
15,200

 
$
27,585

 
$
71,550

 
$
49,663

Weighted average number of shares outstanding—basic
 
31,591,457

 
31,214,230

 
31,507,097

 
31,070,571

Effect of dilutive securities:
 
 
 
 
 
 
 
 
PSUs
 
279,550

 
284,217

 
252,532

 
211,347

Stock options
 
202,010

 
457,909

 
230,961

 
382,871

RSUs
 
36,403

 
77,320

 
53,538

 
136,581

Dilutive potential shares
 
517,963


819,446

 
537,031

 
730,799

Weighted average number of shares outstanding—diluted
 
32,109,420

 
32,033,676

 
32,044,128

 
31,801,370

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
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014
 
2013
 
2014
 
2013
Options excluded as the exercise price was greater than the average market price
 
271,944

 
—

 
141,900

 
—

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
 
296,867

 
165,504

 
154,044

 
165,504


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, 2013 (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 31 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 goal is to maintain our focus on disciplined underwriting and to continue to pursue profitable growth opportunities across market cycles; however, we continue to be affected by persistently low investment yields and continuing high levels of unemployment and underemployment nationally. We believe overall economic conditions will remain uncertain in the near-term.
We market and sell our workers' compensation insurance products through independent local, regional, and national agents and brokers; through our strategic partnerships and alliances, including our principal partners ADP, Inc. and Anthem Blue Cross of California; and through relationships with national, regional, and local trade groups and associations.
Results of Operations
Overall, net income was $15.2 million and $71.6 million for the three and nine months ended September 30, 2014, respectively, compared to $27.6 million and $49.7 million for the corresponding periods of 2013. We recognized underwriting income (losses) of $(2.8) million and $9.4 million for the three and nine months ended September 30, 2014, respectively, compared to underwriting income (losses) of $6.2 million and $(9.1) million for the same periods of 2013. Underwriting income or loss is determined by deducting losses and LAE, commission expense, and underwriting and other operating expenses from net premiums earned. Key factors that affected our financial performance during the three and nine months ended September 30, 2014, compared to the same periods of 2013, include:
•
Gross premiums written decreased 1.3% and increased 2.3%;
•
Net premiums earned increased 4.6% and 8.4%;
•
Net realized gains on investments increased $0.7 million and $8.5 million;
•
Losses and LAE increased 15.7% and 5.0%; and
•
Income taxes increased $4.6 million and $6.9 million.

15



Our results of operations for the nine months ended September 30, 2014 were impacted by: (1) favorable development in the estimated reserves ceded under the LPT Agreement that resulted in a $22.3 million cumulative adjustment to the Deferred reinsurance gain–LPT Agreement (Deferred Gain) and reduced our losses and LAE by the same amount (LPT Reserve Adjustment); (2) an increase in the contingent commission receivable under the LPT Agreement that resulted in a $7.9 million cumulative adjustment, which reduced our losses and LAE by the same amount (LPT Contingent Commission Adjustment); and (3) a reallocation of $12.0 million of reserves from non-taxable periods prior to January 1, 2000 during the second quarter of 2014, which reduced our effective tax rate for the nine months ended September 30, 2014 by 3.5 percentage points, or $2.7 million. Collectively, these items increased net income by $32.9 million for the nine months ended September 30, 2014.
Our results of operations for the nine months ended September 30, 2013 were impacted by: (1) favorable development in the estimated reserves ceded under the LPT Agreement that resulted in a $10.1 million cumulative adjustment to the Deferred Gain and reduced our losses and LAE by the same amount (LPT Reserve Adjustment); and (2) a reallocation of $24.3 million of reserves from non-taxable periods prior to January 1, 2000 during the third quarter of 2013, which reduced our effective tax rate for the nine months ended September 30, 2013 by 10.5 percentage points, or $5.0 million. Collectively, these items increased net income by $15.1 million for the nine months ended September 30, 2013.
A primary measure of our performance is our ability to increase stockholders’ equity, including the impact of the Deferred Gain, over the long-term. The following table shows our stockholders' equity including the Deferred Gain, stockholders' equity on a GAAP basis, and number of common shares outstanding.
 
 
September 30, 2014
 
December 31, 2013
 
 
(in thousands, except share data)
Stockholders' equity including the Deferred Gain(1)
 
$
871,247

 
$
817,775

GAAP stockholders' equity
 
$
652,593

 
$
568,703

Common shares outstanding
 
31,489,468

 
31,299,930

(1)
Stockholders' equity including the Deferred Gain is a non-GAAP measure that is defined as total stockholders' equity plus the Deferred Gain, which we believe is an important supplemental measure of our capital position.
The comparative components of net income are set forth in the following table:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014
 
2013
 
2014

2013
 
 
(in thousands)
Gross premiums written
 
$
166,397

 
$
168,569

 
$
546,132

 
$
533,600

Net premiums written
 
164,234

 
165,885

 
538,333

 
524,907

 
 
 
 
 
 
 
 
 
Net premiums earned
 
$
172,053

 
$
164,429

 
$
511,866

 
$
472,357

Net investment income
 
18,179

 
17,799

 
54,477

 
52,849

Net realized gains on investments
 
1,776

 
1,075

 
14,202

 
5,735

Other income
 
48

 
29

 
274

 
276

Total revenues
 
192,056


183,332

 
580,819

 
531,217

 
 
 
 
 
 
 
 
 
Losses and LAE
 
122,357

 
105,767

 
343,137

 
326,677

Commission expense
 
20,607

 
19,946

 
60,983

 
58,466

Underwriting and other operating expenses
 
31,854

 
32,493

 
98,311

 
96,282

Interest expense
 
743

 
815

 
2,274

 
2,420

Income tax expense (benefit)
 
1,295

 
(3,274
)
 
4,564

 
(2,291
)
Total expenses
 
176,856

 
155,747

 
509,269

 
481,554

Net income
 
$
15,200

 
$
27,585

 
$
71,550

 
$
49,663

Less amortization of the Deferred Gain related to losses
 
$
2,563

 
$
3,195

 
$
8,473

 
$
9,775

Less amortization of the Deferred Gain related to contingent commission
 
455

 
396

 
1,387

 
1,184

Less impact of LPT Reserve Adjustments(1)
 
1,514

 
10,112

 
22,335

 
10,112

Less impact of LPT Contingent Commission Adjustments(2)
 
254

 
318

 
7,893

 
1,617

Net income before impact of the LPT Agreement(3)
 
$
10,414

 
$
13,564

 
$
31,462

 
$
26,975


16


(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 1.3% and increased 2.3% for the three and nine months ended September 30, 2014, compared to the same periods of 2013. These changes were primarily the result of actions that we initiated in June of 2014 to increase net rate, specifically in southern California.
Net Premiums Earned
Net premiums earned increased 4.6% and 8.4% for the three and nine months ended September 30, 2014, compared to the corresponding periods in 2013. These increases were primarily due to increasing policy count, increasing average policy size, and higher net rate. Sixty percent of our in-force premiums were generated in California and no other state represented a significant concentration of business as of September 30, 2014.
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 September 30, 2014
 
Year-to-Date Increase (Decrease)
 
Year-Over-Year Increase (Decrease)
 
Overall
 
California
 
Overall
 
California
In-force premiums
2.5
 %
 
3.0
 %
 
4.0
 %
 
5.1
 %
In-force policy count
2.3

 
0.5

 
2.4

 
0.4

Average in-force policy size
0.1

 
2.5

 
1.6

 
4.7

In-force payroll exposure
(1.0
)
 
(4.9
)
 
(0.9
)
 
(5.1
)
Net rate(1)
3.5

 
8.4

 
4.9

 
10.7

(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.

17


Our in-force premiums and number of policies in-force for California and all other states combined were as follows:
 
 
September 30, 2014
 
December 31, 2013
 
September 30, 2013
 
December 31, 2012
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 thousands)
California
 
$
378,915

 
48,275

 
$
367,813

 
48,032

 
$
360,545

 
48,086

 
$
317,890

 
46,829

Other
 
253,642

 
37,750

 
249,611

 
36,024

 
247,873

 
35,959

 
219,452

 
32,985

Total
 
$
632,557

 
86,025

 
$
617,424

 
84,056

 
$
608,418

 
84,045

 
$
537,342

 
79,814

Our strategic partnerships and alliances generated $148.9 million and $139.3 million, or 23.5% and 22.9%, of our in-force premiums as of September 30, 2014 and 2013, 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 expand our existing relationships and actively seek new partnerships and alliances.
In September 2012, the California legislature passed Senate Bill No. 863 (SB 863), which was subsequently signed into law. SB 863 includes a number of reforms to California's workers' compensation system, including increases to permanent disability benefits offset by reforms that were designed to reduce costs in the system; however, any cost savings associated with SB 863 will be dependent on the implementation of the provisions of the bill and are not included in our current rate filings. We do not anticipate any cost savings associated with SB 863.
Our net rate (total in-force premiums divided by total insured payroll exposure) increased 8.4% in California during the nine months ended September 30, 2014. 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, 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 2.1% and 3.1%for the three and nine months ended September 30, 2014, compared to the same periods of 2013. These increases were primarily related to increases in invested assets, partially offset by a decrease in the average pre-tax book yield on invested assets to 3.2% and 3.3% for the three and nine months ended September 30, 2014, compared to 3.4% and 3.5% for the three and nine months ended September 30, 2013. The tax-equivalent yield on invested assets decreased to 3.9% at September 30, 2014, compared to 4.2% at September 30, 2013.
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 $1.8 million and $14.2 million for the three and nine months ended September 30, 2014, respectively, compared to $1.1 million and $5.7 million for the corresponding periods of 2013. The increase in net realized gains on investments for the nine months ended September 30, 2014 was primarily due to the sale of certain equity securities in our portfolio during the second quarter of 2014.
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.

18


The following table provides the calculation of our calendar year combined ratios.
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014
 
2013
 
2014

2013
Loss and LAE ratio
 
71.1
%
 
64.3
%
 
67.0
%
 
69.2
%
Underwriting and other operating expenses ratio
 
18.5

 
19.8

 
19.3

 
20.3

Commission expense ratio
 
12.0

 
12.1

 
11.9

 
12.4

Combined ratio
 
101.6
%
 
96.2
%
 
98.2
%
 
101.9
%
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 an upward trend in medical and indemnity costs per claim that are reflected in our current accident year loss estimate. Specifically, we experienced increased costs associated with an increase in the number of cumulative trauma claims filed in California during the first nine months of 2014, compared to the same period of 2013. We believe our current accident year loss estimate is adequate; however, ultimate losses will not be known with any certainty for many years. We assume that increasing medical and indemnity cost trends will continue to impact our long-term claims costs and current accident year loss estimate, which may be offset by rate increases.
Our loss and LAE ratio increased 6.8 and decreased 2.2 percentage points, while our losses and LAE increased 15.7% and 5.0% for the three and nine months ended September 30, 2014, compared to the same periods of 2013. The increase in the loss and LAE ratio for the three months ended September 30, 2014, compared to the same period of 2013, was primarily due to the $10.1 million favorable LPT Reserve Adjustment that decreased losses and LAE by that amount in the third quarter of 2013. The decrease in the loss and LAE ratio for the nine months ended September 30, 2014 was primarily due to the $20.1 million favorable LPT Reserve Adjustment and the $7.3 million favorable LPT Contingent Commission Adjustment that decreased losses and LAE by those amounts in the second quarter of 2014. The increases in the dollar amount of losses and LAE were primarily due to the impact of higher net premiums earned during the three and nine months ended September 30, 2014, compared to the same periods of 2013.
Our current accident year loss estimates were 73.5% and 74.1% for the three and nine months ended September 30, 2014, compared to 72.8% and 73.6% for the three and nine months ended 2013, respectively. The 2013 full accident year loss estimate was 77% at December 31, 2013. The increases in our current accident year loss estimates for the three and nine months ended September 30, 2014 were primarily the result of anticipated increases in loss costs that exceeded increases in net rate. Prior accident year unfavorable loss development was $0.7 million and $4.0 million for the three and nine months ended September 30, 2014, compared to $0.1 million and $1.8 million the three and nine months ended 2013, respectively. Prior accident year loss development in each period was primarily related to our assigned risk business. There was no material unfavorable loss development related to our voluntary business.
Excluding the impact from the LPT Agreement, losses and LAE would have been $127.1 million and $119.8 million, or 73.9% and 72.9% of net premiums earned, for the the three months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014 and 2013, losses and LAE would have been $383.2 million and $349.4 million, or 74.9% and 74.0% of net premiums earned, respectively.
Adjustments to losses and LAE are reflected in the table below:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2014
 
2013
 
2014

2013
 
 
(in thousands)
 
(in thousands)
Prior accident year (unfavorable) loss development, net
 
$
(671
)
 
$
(146
)
 
$
(3,992
)
 
$
(1,797
)
Amortization of the Deferred Gain related to losses
 
2,563

 
3,195

 
8,473

 
9,775

Amortization of the Deferred Gain related to contingent commission
 
455