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 September 30, 2017

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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and "emerging growth 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
 
 
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 19, 2017
Common Stock, $0.01 par value per share
 
32,430,616 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 millions, except share data)
 
 
As of
 
As of
 
 
September 30,
2017
 
December 31,
2016
Assets
 
(unaudited)
 
 
Available for sale:
 
 
 
 
Fixed maturity securities at fair value (amortized cost $2,360.6 at September 30, 2017 and $2,305.9 at December 31, 2016)
 
$
2,416.1

 
$
2,344.4

Equity securities at fair value (cost $119.3 at September 30, 2017 and $116.1 at December 31, 2016)
 
203.2

 
192.2

Short-term investments at fair value (amortized cost $5.5 at September 30, 2017 and $16.0 at December 31, 2016)
 
5.5

 
16.0

Total investments
 
2,624.8


2,552.6

Cash and cash equivalents
 
69.4

 
67.2

Restricted cash and cash equivalents
 
1.1

 
3.6

Accrued investment income
 
19.3

 
20.6

Premiums receivable (less bad debt allowance of $9.9 at September 30, 2017 and $9.8 at December 31, 2016)
 
331.5

 
304.7

Reinsurance recoverable for:
 
 
 
 
Paid losses
 
7.8

 
8.7

Unpaid losses
 
553.1

 
580.0

Deferred policy acquisition costs
 
48.1

 
44.3

Deferred income taxes, net
 
42.8

 
59.4

Property and equipment, net
 
15.0

 
22.2

Intangible assets, net
 
8.0

 
8.2

Goodwill
 
36.2

 
36.2

Contingent commission receivable—LPT Agreement
 
31.1

 
31.1

Unsettled sales of investments
 
21.4

 
—

Other assets
 
25.8

 
34.6

Total assets
 
$
3,835.4

 
$
3,773.4

 
 
 
 
 
Liabilities and stockholders’ equity
 
 

 
 

Claims and policy liabilities:
 
 

 
 

Unpaid losses and loss adjustment expenses
 
$
2,298.9

 
$
2,301.0

Unearned premiums
 
331.1

 
310.3

Total claims and policy liabilities
 
2,630.0

 
2,611.3

Commissions and premium taxes payable
 
53.0

 
48.8

Accounts payable and accrued expenses
 
19.8

 
24.2

Deferred reinsurance gain—LPT Agreement
 
166.4

 
174.9

Notes payable
 
20.0

 
32.0

Other liabilities
 
29.1

 
41.6

Total liabilities
 
$
2,918.3

 
$
2,932.8

Commitments and contingencies
 


 


Stockholders’ equity:
 
 

 
 

Common stock, $0.01 par value; 150,000,000 shares authorized; 56,521,284 and 56,226,277 shares issued and 32,423,929 and 32,128,922 shares outstanding at September 30, 2017 and December 31, 2016, respectively
 
$
0.6

 
$
0.6

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

 
—

Additional paid-in capital
 
377.2

 
372.0

Retained earnings
 
832.4

 
777.2

Accumulated other comprehensive income, net of tax
 
90.6

 
74.5

Treasury stock, at cost (24,097,355 shares at September 30, 2017 and December 31, 2016)
 
(383.7
)
 
(383.7
)
Total stockholders’ equity
 
917.1

 
840.6

Total liabilities and stockholders’ equity
 
$
3,835.4

 
$
3,773.4

See accompanying unaudited notes to the consolidated financial statements.

3


Employers Holdings, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(in millions, except per share data)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2017
 
2016
 
2017

2016
Revenues
 
(unaudited)
 
(unaudited)
Net premiums earned
 
$
187.9

 
$
173.3

 
$
535.0

 
$
522.8

Net investment income
 
18.5

 
17.9

 
55.4

 
54.1

Net realized gains on investments
 
4.1

 
1.6

 
7.4

 
9.1

Gain on redemption of notes payable
 
—

 
—

 
2.1

 
—

Other income
 
0.4

 
—

 
0.5

 
0.6

Total revenues
 
210.9

 
192.8

 
600.4

 
586.6

Expenses
 
 

 
 

 
 
 
 
Losses and loss adjustment expenses
 
116.9

 
109.0

 
332.0

 
328.0

Commission expense
 
23.7

 
21.3

 
66.7

 
63.5

Underwriting and other operating expenses
 
33.6

 
31.7

 
102.1

 
101.6

Interest expense
 
0.3

 
0.4

 
1.1

 
1.2

Other expenses
 
7.5


—


7.5


—

Total expenses
 
182.0

 
162.4

 
509.4

 
494.3

Net income before income taxes
 
28.9

 
30.4

 
91.0

 
92.3

Income tax expense
 
7.0

 
7.8

 
21.1

 
21.1

Net income
 
$
21.9

 
$
22.6

 
$
69.9

 
$
71.2

Comprehensive income
 
 
 
 
 
 
 
 
Unrealized gains (losses) arising during the period (net of taxes of $1.6 and $(2.3)) for the three months ended September 30, 2017 and 2016, respectively, and $11.3 and $21.5 for the nine months ended September 30, 2017 and 2016, respectively)
 
$
3.0

 
$
(4.2
)
 
$
20.9

 
$
39.9

Reclassification adjustment for realized gains in net income (net of taxes of $1.4 and $0.6 for the three months ended September 30, 2017 and 2016, respectively, and $2.6 and $3.2 for the nine months ended September 30, 2017 and 2016, respectively)
 
(2.7
)
 
(1.0
)
 
(4.8
)

(5.9
)
Other comprehensive income, net of tax
 
0.3

 
(5.2
)
 
16.1

 
34.0

Total comprehensive income
 
$
22.2

 
$
17.4

 
$
86.0

 
$
105.2

 
 
 
 
 
 
 
 
 
Net realized gains on investments
 
 
 
 
 
 
 
 
Net realized gains on investments before impairments
 
$
4.1

 
$
1.6

 
$
7.6

 
$
14.4

Other than temporary impairment recognized in earnings
 
—

 
—

 
(0.2
)
 
(5.3
)
Net realized gains on investments
 
$
4.1

 
$
1.6

 
$
7.4

 
$
9.1

 
 
 
 
 
 
 
 
 
Earnings per common share (Note 12):
 
 
 
 
 
 
 
 
Basic
 
$
0.67

 
$
0.70

 
$
2.15

 
$
2.19

Diluted
 
$
0.66

 
$
0.69

 
$
2.12

 
$
2.16

Cash dividends declared per common share and eligible RSUs and PSUs
 
$
0.15

 
$
0.09

 
$
0.45

 
$
0.27

See accompanying unaudited notes to the consolidated financial statements.

4


Employers Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
For the Nine Months Ended September 30, 2017 and 2016
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income, Net
 
Treasury Stock at Cost
 
Total Stockholders' Equity
 
Shares Issued
 
Amount
 
 
 
 
 
 
(in millions, except share data)
Balance, January 1, 2017
56,226,277

 
$
0.6

 
$
372.0

 
$
777.2

 
$
74.5

 
$
(383.7
)
 
$
840.6

Stock-based obligations
—

 
—

 
4.0

 
—

 
—

 
—

 
4.0

Stock options exercised
169,024

 
—

 
3.3

 
—

 
—

 
—

 
3.3

Vesting of RSUs and PSUs, net of shares withheld to satisfy minimum tax withholding
125,983

 
—

 
(2.1
)
 
—

 
—

 
—

 
(2.1
)
Dividends declared
—

 
—

 
—

 
(14.7
)
 
—

 
—

 
(14.7
)
Net income for the period
 
 
—

 
—

 
69.9

 
—

 
—

 
69.9

Change in net unrealized gains on investments, net of taxes of $8.7
 
 
—

 
—

 
—

 
16.1

 
—

 
16.1

Balance, September 30, 2017
56,521,284

 
$
0.6

 
$
377.2

 
$
832.4

 
$
90.6

 
$
(383.7
)
 
$
917.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2016
55,589,454

 
$
0.6

 
$
357.2

 
$
682.0

 
$
83.6

 
$
(362.6
)
 
$
760.8

Stock-based obligations
—

 
—

 
4.3

 
—

 
—

 
—

 
4.3

Stock options exercised
484,829

 
—

 
7.7

 
—

 
—

 
—

 
7.7

Vesting of RSUs and PSUs, net of shares withheld to satisfy minimum tax withholding
50,691

 
—

 
(0.6
)
 
—

 
—

 
—

 
(0.6
)
Acquisition of common stock
—

 
—

 
—

 
—

 
—

 
(18.6
)
 
(18.6
)
Dividends declared
—

 
—

 
—

 
(8.7
)
 
—

 
—

 
(8.7
)
Net income for the period
 
 
—

 
—

 
71.2

 
—

 
—

 
71.2

Change in net unrealized gains on investments, net of taxes of $18.3
 
 
—

 
—

 
—

 
34.0

 
—

 
34.0

Balance, September 30, 2016
56,124,974

 
$
0.6

 
$
368.6

 
$
744.5

 
$
117.6

 
$
(381.2
)
 
$
850.1


See accompanying notes to the consolidated financial statements.

5


Employers Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in millions)
 
 
Nine Months Ended
 
 
September 30,
 
 
2017
 
2016
Operating activities
 
(unaudited)
Net income
 
$
69.9

 
$
71.2

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
6.2

 
6.4

Stock-based compensation
 
3.9

 
4.3

Amortization of premium on investments, net
 
11.2

 
11.4

Allowance for doubtful accounts
 
0.1

 
(1.5
)
Deferred income tax expense
 
7.9

 
8.5

Net realized gains on investments
 
(7.4
)
 
(9.1
)
Gain on redemption of notes payable
 
(2.1
)
 
—

Write-off of previously capitalized costs
 
7.5

 
—

Change in operating assets and liabilities:
 
 

 
 

Premiums receivable
 
(26.9
)
 
(14.5
)
Reinsurance recoverable on paid and unpaid losses
 
27.8

 
36.1

Current federal income taxes
 
(5.2
)
 
3.0

Unpaid losses and loss adjustment expenses
 
(2.1
)
 
(17.5
)
Unearned premiums
 
20.8

 
16.7

Payables and other liabilities
 
(9.8
)
 
(6.2
)
Deferred reinsurance gain—LPT Agreement
 
(8.5
)
 
(11.7
)
Contingent commission receivable—LPT Agreement
 
—

 
(1.9
)
Other
 
10.5

 
1.8

Net cash provided by operating activities
 
103.8

 
97.0

Investing activities
 
 

 
 

Purchase of fixed maturity securities
 
(403.7
)
 
(325.2
)
Purchase of equity securities
 
(13.8
)
 
(38.8
)
Purchase of short-term investments
 
(8.2
)
 
(8.0
)
Proceeds from sale of fixed maturity securities
 
181.8

 
111.7

Proceeds from sale of equity securities
 
14.6

 
70.2

Proceeds from maturities and redemptions of fixed maturity securities
 
159.3

 
145.1

Proceeds from maturities of short-term investments
 
18.7

 
—

Net change in unsettled investment purchases and sales
 
(21.4
)
 
—

Capital expenditures and other
 
(7.8
)
 
(3.9
)
Change in restricted cash and cash equivalents
 
2.5

 
(0.2
)
Net cash used in investing activities
 
(78.0
)
 
(49.1
)
Financing activities
 
 

 
 

Acquisition of common stock
 
—

 
(18.6
)
Cash transactions related to stock-based compensation
 
1.2

 
7.1

Stockholder dividends paid
 
(14.7
)
 
(8.8
)
Redemption of notes payable
 
(9.9
)
 
—

Payments on capital leases
 
(0.2
)
 
(0.1
)
Net cash used in financing activities
 
(23.6
)
 
(20.4
)
Net increase in cash and cash equivalents
 
2.2

 
27.5

Cash and cash equivalents at the beginning of the period
 
67.2

 
56.6

Cash and cash equivalents at the end of the period
 
$
69.4

 
$
84.1

 See accompanying unaudited notes to the consolidated financial statements.

6


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.
In 1999, the Nevada State Industrial Insurance System (the Fund) entered into a retroactive 100% quota share reinsurance agreement (the LPT Agreement) through a loss portfolio transfer transaction with third party reinsurers. The LPT Agreement commenced on June 30, 1999 and will remain in effect until all claims under the covered policies have closed, the LPT Agreement is commuted or terminated, upon the mutual agreement of the parties, or the reinsurers' aggregate maximum limit of liability is exhausted, whichever occurs first. The LPT Agreement does not provide for any additional termination terms. On January 1, 2000, EICN assumed all of the assets, liabilities and operations of the Fund, including the Fund's rights and obligations associated with the LPT Agreement. See Note 8.
The Company accounts for the LPT Agreement as retroactive reinsurance. Upon entry into the LPT Agreement, an initial deferred reinsurance gain (the Deferred Gain) was recorded as a liability on the Company’s Consolidated Balance Sheets. The Company is entitled to receive a contingent profit commission under the LPT Agreement. The contingent profit commission is estimated based on both actual paid results to date and projections of expected paid losses under the LPT Agreement and is recorded as an asset in the accompanying Consolidated Balance Sheets.
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 Form 10-K for the year ended December 31, 2016 (Annual Report).
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, recoverability of deferred income taxes, and valuation of investments.
2. New Accounting Standards
Recently Issued Accounting Standards
In January 2017, the FASB issued ASU Number 2017-04, Intangibles-Goodwill and Other (Topic 350). This update simplifies the measurement of goodwill by eliminating the performance of Step 2 in the goodwill impairment testing. This update allows the testing to be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge when the carrying amount exceeds fair value. Additionally, this update eliminated the requirements of any reporting unit with a zero or negative carrying value to perform Step 2, but requires disclosure of the amount of goodwill allocated to a reporting unit with zero or negative carrying amount of net assets. This update becomes effective for fiscal years beginning after December 15, 2019. The Company does not expect this update to have a material impact to its consolidated financial condition and results of operations.
In March 2017, the FASB issued ASU Number 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20). This update shortens the amortization period on callable debt securities held at a premium to the earliest call date, which now

7


closely aligns the amortization period of premiums and discounts to expectations incorporated in the market pricing on callable debt securities. This update becomes effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, and early adoption is permitted. The Company does not expect that adoption of this standard will have a material impact on its consolidated financial condition and results of operations.
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, 2017
 
December 31, 2016
 
 
Carrying Value
 
Estimated Fair Value
 
Carrying Value
 
Estimated Fair Value
 
 
(in millions)
Financial assets
 
 
 
 
 
 
 
 
Investments
 
$
2,624.8

 
$
2,624.8

 
$
2,552.6

 
$
2,552.6

Cash and cash equivalents
 
69.4

 
69.4

 
67.2

 
67.2

Restricted cash and cash equivalents
 
1.1

 
1.1

 
3.6

 
3.6

Financial liabilities
 
 

 
 

 
 
 
 
Notes payable
 
$
20.0

 
$
23.0

 
$
32.0

 
$
33.0

Assets and liabilities recorded at fair value on the Company's 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 Company uses third party pricing services to assist with its investment accounting function. The ultimate pricing source varies depending on the investment security and pricing service used, but investment securities valued on the basis of observable inputs (Levels 1 and 2) are generally assigned values on the basis of actual transactions. Securities valued on the basis of pricing models with significant unobservable inputs or non-binding broker quotes are classified as Level 3. The Company performs quarterly analyses on the prices it receives from third parties 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, as it is ultimately management’s responsibility to ensure that the fair values reflected in the Company’s consolidated financial statements are appropriate. If differences are noted in these analyses, the Company may obtain additional information from other pricing services to validate the quoted price.
The Company bases all of its estimates of fair value for assets on the bid prices, when available, as they represent what a third-party market participant would be willing to pay in an arm's length transaction.
For securities not actively traded, 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 speed assumptions. There were no adjustments to prices obtained from third party pricing services as of September 30, 2017 and December 31, 2016 that were material to the consolidated financial statements.
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 its financial liabilities are based on a combination of the variable 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 at each of the periods presented.
Each of the Company's insurance operating subsidiaries is a member of the Federal Home Loan Bank of San Francisco (FHLB). Members are required to purchase stock in 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. FHLB stock is considered a restricted security and is periodically evaluated by the Company for impairment based on the ultimate recovery of par value. Due to the nature of FHLB stock, its carrying value approximates fair value and was determined by the Company to be Level 3 at each of the periods presented.

8


The following table presents the items in the Company's Consolidated Balance Sheets that are stated at fair value and the corresponding fair value measurements.
 
 
September 30, 2017
 
December 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
 
 
(in millions)
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
—

 
$
132.6

 
$
—

 
$
—

 
$
127.4

 
$
—

U.S. Agencies
 
—

 
13.4

 
—

 
—

 
12.8

 
—

States and municipalities
 
—

 
700.4

 
—

 
—

 
851.6

 
—

Corporate securities
 
—

 
1,060.3

 
—

 
—

 
956.7

 
—

Residential mortgage-backed securities
 
—

 
363.2

 
—

 
—

 
258.0

 
—

Commercial mortgage-backed securities
 
—

 
91.6

 
—

 
—

 
95.5

 
—

Asset-backed securities
 
—

 
54.6

 
—

 
—

 
35.4

 
7.0

Total fixed maturity securities
 
$
—

 
$
2,416.1

 
$
—

 
$
—

 
$
2,337.4

 
$
7.0

Equity securities
 
 
 
 
 
 
 
 
 
 
 
 
Industrial and miscellaneous
 
$
175.6

 
$
—

 
$
—

 
$
167.2

 
$
—

 
$
—

Non-redeemable preferred (FHLB stock)
 
—

 
—

 
4.7

 
—

 
—

 
4.9

Other
 
22.9

 
—

 
—

 
20.1

 
—

 
—

Total equity securities
 
$
198.5

 
$
—

 
$
4.7

 
$
187.3

 
$
—

 
$
4.9

Short-term investments
 
$
—

 
$
5.5

 
$
—

 
$
—

 
$
16.0

 
$
—

Certain cash equivalents, principally money market securities, are measured at fair value using the net asset value (NAV) per share. The following table presents cash equivalents at NAV and total cash and cash equivalents carried at fair value on the Company's Consolidated Balance Sheets.
 
September 30, 2017
 
December 31, 2016
 
(in millions)
Cash and cash equivalents at fair value
$
30.4

 
$
9.7

Cash equivalents measured at NAV, which approximates fair value
39.0

 
57.5

Total cash and cash equivalents
$
69.4

 
$
67.2

The following table provides a reconciliation of the beginning and ending balances that are measured using Level 3 inputs for the nine months ended September 30, 2017 and 2016.
 
 
Level 3 Securities
 
 
2017
 
2016
 
 
(in millions)
Beginning balance, January 1
 
$
11.9

 
$
—

Transfers (out) of Level 3 (1)
 
(7.0
)
 
—

Purchases and sales, net
 
(0.2
)
 
4.9

Ending balance, September 30
 
$
4.7

 
$
4.9

(1)
Transferred from Level 3 to Level 2 because observable market data became available for the securities.

9


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 millions)
At September 30, 2017
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
130.3

 
$
2.5

 
$
(0.2
)
 
$
132.6

U.S. Agencies
 
12.8

 
0.6

 
—

 
13.4

States and municipalities
 
671.0

 
30.7

 
(1.3
)
 
700.4

Corporate securities
 
1,040.3

 
22.0

 
(2.0
)
 
1,060.3

Residential mortgage-backed securities
 
360.1

 
4.8

 
(1.7
)
 
363.2

Commercial mortgage-backed securities
 
91.7

 
0.5

 
(0.6
)
 
91.6

Asset-backed securities
 
54.4

 
0.3

 
(0.1
)
 
54.6

Total fixed maturity securities
 
2,360.6

 
61.4

 
(5.9
)
 
2,416.1

Equity securities
 
 
 
 
 
 
 
 
Industrial and miscellaneous
 
102.8

 
76.4

 
(3.6
)
 
175.6

Non-redeemable preferred (FHLB stock)
 
4.7

 
—

 
—

 
4.7

Other
 
11.8

 
11.1

 
—

 
22.9

Total equity securities
 
119.3

 
87.5

 
(3.6
)
 
203.2

Short-term investments
 
5.5

 
—

 
—

 
5.5

Total investments
 
$
2,485.4

 
$
148.9

 
$
(9.5
)
 
$
2,624.8

At December 31, 2016
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
124.1

 
$
3.5

 
$
(0.2
)
 
$
127.4

U.S. Agencies
 
11.9

 
0.9

 
—

 
12.8

States and municipalities
 
833.0

 
24.7

 
(6.1
)
 
851.6

Corporate securities
 
942.3

 
18.9

 
(4.5
)
 
956.7

Residential mortgage-backed securities
 
255.9

 
4.7

 
(2.6
)
 
258.0

Commercial mortgage-backed securities
 
96.1

 
0.4

 
(1.0
)
 
95.5

Asset-backed securities
 
42.6

 
—

 
(0.2
)
 
42.4

Total fixed maturity securities
 
2,305.9

 
53.1

 
(14.6
)
 
2,344.4

Equity securities
 
 
 
 
 
 
 
 
Industrial and miscellaneous
 
100.5

 
67.4

 
(0.7
)
 
167.2

Non-redeemable preferred (FHLB stock)
 
4.9

 
—

 
—

 
4.9

Other
 
10.7

 
9.4

 
—

 
20.1

Total equity securities
 
116.1

 
76.8

 
(0.7
)
 
192.2

Short-term investments
 
16.0

 
—

 
—

 
16.0

Total investments
 
$
2,438.0

 
$
129.9

 
$
(15.3
)
 
$
2,552.6

The amortized cost and estimated fair value of the Company's fixed maturity securities at September 30, 2017, 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
 
$
260.8

 
$
262.2

Due after one year through five years
 
715.3

 
737.1

Due after five years through ten years
 
692.5

 
713.7

Due after ten years
 
185.8

 
193.7

Mortgage and asset-backed securities
 
506.2

 
509.4

Total
 
$
2,360.6

 
$
2,416.1


10


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, 2017 and December 31, 2016.
 
 
September 30, 2017
 
December 31, 2016
 
 
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
 
$
64.7

 
$
(0.1
)
 
25

 
$
33.3

 
$
(0.2
)
 
14

States and municipalities
 
38.9

 
(0.5
)
 
10

 
200.9

 
(6.1
)
 
50

Corporate securities
 
211.9

 
(1.6
)
 
72

 
289.5

 
(4.1
)
 
101

Residential mortgage-backed securities
 
165.1

 
(1.6
)
 
52

 
137.5

 
(2.6
)
 
51

Commercial mortgage-backed securities
 
35.6

 
(0.4
)
 
13

 
48.0

 
(1.0
)
 
21

Asset-backed securities
 
26.7

 
(0.1
)
 
25

 
30.1

 
(0.2
)
 
20

Total fixed maturity securities
 
542.9

 
(4.3
)
 
197

 
739.3

 
(14.2
)
 
257

Equity securities
 
17.5

 
(3.2
)
 
30

 
13.6

 
(0.6
)
 
28

Total less than 12 months
 
$
560.4

 
$
(7.5
)
 
227

 
$
752.9

 
$
(14.8
)
 
285

 
 
 
 
 
 
 
 
 
 
 
 
 
12 months or greater:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
2.9

 
$
(0.1
)
 
1

 
$
—

 
$
—

 
—

States and municipalities
 
21.0

 
(0.8
)
 
8

 
—

 
—

 
—

Corporate securities
 
23.5

 
(0.4
)
 
10

 
15.2

 
(0.4
)
 
5

Residential mortgage-backed securities
 
3.5

 
(0.1
)
 
3

 
—

 
—

 
—

Commercial mortgage-backed securities
 
6.3

 
(0.2
)
 
4

 
—

 
—

 
—

Total fixed maturity securities
 
57.2

 
(1.6
)
 
26

 
15.2

 
(0.4
)
 
5

Equity securities
 
4.0

 
(0.4
)
 
2

 
1.7

 
(0.1
)
 
5

Total 12 months or greater
 
$
61.2

 
$
(2.0
)
 
28

 
$
16.9

 
$
(0.5
)
 
10

 
 
 
 
 
 
 
 
 
 
 
 
 
Total available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
 
$
67.6

 
$
(0.2
)
 
26

 
$
33.3

 
$
(0.2
)
 
14

States and municipalities
 
59.9

 
(1.3
)
 
18

 
200.9

 
(6.1
)
 
50

Corporate securities
 
235.4

 
(2.0
)
 
82

 
304.7

 
(4.5
)
 
106

Residential mortgage-backed securities
 
168.6

 
(1.7
)
 
55

 
137.5

 
(2.6
)
 
51

Commercial mortgage-backed securities
 
41.9

 
(0.6
)
 
17

 
48.0

 
(1.0
)
 
21

Asset-backed securities
 
26.7

 
(0.1
)
 
25


30.1

 
(0.2
)
 
20

Total fixed maturity securities
 
600.1

 
(5.9
)
 
223

 
754.5

 
(14.6
)
 
262

Equity securities
 
21.5

 
(3.6
)
 
32

 
15.3

 
(0.7
)
 
33

Total available-for-sale
 
$
621.6

 
$
(9.5
)
 
255

 
$
769.8

 
$
(15.3
)
 
295

The Company determined that unrealized losses on fixed maturities for the nine months ended September 30, 2017 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 lack of 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.

11


The Company recognized an impairment of $0.2 million (from one equity security) during the nine months ended September 30, 2017. The other-than-temporary impairment recognized during this period was the result of the severity and duration of the change in fair value of this equity security. Certain 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, and the Company's intent to hold the securities until fair value recovers to above cost.
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,
 
 
2017

2016
 
2017

2016
 
 
(in millions)
Net realized gains on investments
 
 
 
 
 
 
 
 
Fixed maturity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
3.5

 
$
—

 
$
4.0

 
$
1.3

Gross losses
 
(0.7
)
 
—

 
(0.8
)
 
(0.5
)
Net realized gains on fixed maturity securities
 
$
2.8

 
$
—

 
$
3.2

 
$
0.8

Equity securities
 
 
 
 
 
 
 
 
Gross gains
 
$
1.3

 
$
1.6

 
$
4.4

 
$
14.3

Gross losses
 
—

 
—

 
(0.2
)
 
(6.0
)
Net realized gains on equity securities
 
$
1.3

 
$
1.6

 
$
4.2

 
$
8.3

Total
 
$
4.1

 
$
1.6

 
$
7.4

 
$
9.1

 
 
 
 
 
 
 
 
 
Change in net unrealized gains
 
 

 
 

 
 
 
 
Fixed maturity securities
 
$
(1.9
)
 
$
(10.2
)
 
$
17.0

 
$
43.4

Equity securities
 
2.4

 
2.1

 
7.8

 
8.9

Total
 
$
0.5

 
$
(8.1
)
 
$
24.8

 
$
52.3

Net investment income was as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
(in millions)
Fixed maturity securities
 
$
17.4

 
$
16.9

 
$
52.4

 
$
50.8

Equity securities
 
1.7

 
1.7

 
5.2

 
5.4

Cash equivalents and restricted cash
 
0.2

 
0.1

 
0.4

 
0.2

Gross investment income
 
19.3

 
18.7

 
58.0

 
56.4

Investment expenses
 
(0.8
)
 
(0.8
)
 
(2.6
)
 
(2.3
)
Net investment income
 
$
18.5

 
$
17.9

 
$
55.4

 
$
54.1

The Company is required by various state laws and regulations to hold securities or letters of credit in depository accounts with certain states in which it does business. These laws and regulations govern not only the amount but also the types of securities that are eligible for deposit. As of September 30, 2017 and December 31, 2016, securities having a fair value of $1,017.7 million and $1,009.7 million, respectively, were on deposit.
Certain reinsurance contracts require the Company's 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 September 30, 2017 and December 31, 2016 was $25.2 million and $27.2 million, respectively.

12


5. Property and Equipment
Property and equipment consists of the following:
 
As of September 30,
 
As of December 31,
 
2017
 
2016
 
(in millions)
Furniture and equipment
$
1.7

 
$
2.3

Leasehold improvements
2.9

 
4.3

Computers and software
54.5

 
59.0

Automobiles
1.2

 
1.2

Property and equipment, gross
60.3

 
66.8

Accumulated depreciation
(45.3
)
 
(44.6
)
Property and equipment, net
$
15.0

 
$
22.2

Depreciation expenses related to property and equipment for the nine months ended September 30, 2017 was $6.0 million and for the year ended December 31, 2016 was $8.2 million. Internally developed software costs of $1.8 million and $1.3 million were capitalized during the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively.
Additionally, during the third quarter of 2017, the Company wrote-off $7.5 million of previously capitalized costs relating to the development of information technology capabilities that had not yet been placed in service, which is recognized in Other expenses in the Company's Consolidated Statements of Comprehensive Income. The Company incurred this charge as part of a continual evaluation of its ongoing technology initiatives.
6. Income Taxes
Income tax expense for interim periods is measured using an estimated effective tax rate for the annual period. The Company's effective tax rate was 23.2% and 22.9% for the nine months ended September 30, 2017 and 2016, respectively. Tax-advantaged investment income, LPT Reserve Adjustments, Deferred Gain amortization, and certain other adjustments reduced the Company's effective income tax rate below the U.S. statutory rate of 35%.
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.
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
(in millions)
Unpaid losses and LAE, gross of reinsurance, at beginning of period
 
$
2,284.9

 
$
2,332.3

 
$
2,301.0

 
$
2,347.5

Less reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
559.8

 
598.8

 
580.0

 
628.2

Net unpaid losses and LAE at beginning of period
 
1,725.1

 
1,733.5

 
1,721.0

 
1,719.3

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

 
 

Current period
 
119.7

 
111.1

 
341.0

 
343.1

Prior periods
 
(0.2
)
 
0.8

 
(0.5
)
 
(1.5
)
Total net losses and LAE incurred during the period
 
119.5

 
111.9

 
340.5

 
341.6

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

 
 

Current period
 
23.5

 
23.7

 
45.2

 
42.8

Prior periods
 
75.3

 
83.2

 
270.5

 
279.6

Total net paid losses and LAE during the period
 
98.8

 
106.9

 
315.7

 
322.4

Ending unpaid losses and LAE, net of reinsurance
 
1,745.8

 
1,738.5

 
1,745.8

 
1,738.5

Reinsurance recoverable, excluding bad debt allowance, on unpaid losses and LAE
 
553.1

 
591.5

 
553.1

 
591.5

Unpaid losses and LAE, gross of reinsurance, at end of period
 
$
2,298.9

 
$
2,330.0

 
$
2,298.9

 
$
2,330.0

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 $2.5 million and $3.0 million for the three months ended September 30, 2017 and 2016, respectively, and $8.5 million and $13.6 million for the nine months ended September 30, 2017 and 2016, respectively (Note 8).

13


The change in incurred losses and LAE attributable to prior periods was related to the Company's assigned risk business for the nine months ended September 30, 2016.
8. LPT Agreement
The Company is party to the LPT Agreement under which $1.5 billion in liabilities for losses and LAE related to claims incurred by the Fund prior to July 1, 1995 were reinsured for consideration of $775.0 million. The LPT Agreement provides coverage up to $2.0 billion. 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 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 $2.5 million and $3.0 million of the Deferred Gain for the three months ended September 30, 2017 and 2016, respectively, and $8.5 million and $8.7 million for the nine months ended September 30, 2017 and 2016, respectively. Additionally, the Deferred Gain was reduced by a further $3.1 million and $1.8 million for the nine months ended September 30, 2016, due to a favorable LPT Reserve Adjustment and a favorable LPT Contingent Commission Adjustment, respectively. The remaining Deferred Gain was $166.4 million and $174.9 million as of September 30, 2017 and December 31, 2016, respectively. The estimated remaining liabilities subject to the LPT Agreement were $445.4 million and $465.5 million as of September 30, 2017 and December 31, 2016, respectively. Losses and LAE paid with respect to the LPT Agreement totaled $742.7 million and $722.7 million from inception through September 30, 2017 and December 31, 2016, respectively.
9. Notes Payable
Notes payable is comprised of the following:
 
September 30, 2017
 
December 31, 2016
 
(in millions)
Dekania Surplus Note, due April 30, 2034
$
10.0

 
$
10.0

Alesco Surplus Note, due December 15, 2034
10.0

 
10.0

ICONS Surplus Note, due May 26, 2034
—

 
12.0

Balance
$
20.0

 
$
32.0

EPIC has a $10.0 million surplus note to Dekania CDO II, Ltd. issued as part of a pooled transaction. The note matures in 2034 and became callable by the Company in 2009. The terms of the note provide for quarterly interest payments at a rate 425 basis points in excess of the 90-day LIBOR. Both the payment of interest and repayment of the principal under this note and the surplus notes described in the succeeding two paragraphs are subject to the prior approval of the Florida Department of Financial Services.
EPIC has a $10.0 million surplus note to Alesco Preferred Funding V, LTD issued as part of a pooled transaction. The note matures in 2034 and became callable by the Company in 2009. The terms of the note provide for quarterly interest payments at a rate 405 basis points in excess of the 90-day LIBOR.
EPIC had a $12.0 million surplus note to ICONS, Inc. issued as part of a pooled transaction. This note was redeemed in May 2017 for $9.9 million, resulting in a $2.1 million gain.
10. Accumulated Other Comprehensive Income
Accumulated other comprehensive income 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:
 
 
September 30, 2017
 
December 31, 2016
 
 
(in millions)
Net unrealized gains on investments, before taxes
 
$
139.4

 
$
114.6

Deferred tax expense on net unrealized gains
 
(48.8
)
 
(40.1
)
Total accumulated other comprehensive income
 
$
90.6

 
$
74.5


14


11. Stock-Based Compensation
The Company awarded restricted stock units (RSUs) and performance share units (PSUs) to certain employees and non-employee Directors of the Company as follows:
 
Number Awarded
 
Weighted Average Fair Value on Date of Grant
 
Weighted Average Exercise Price
 
Aggregate Fair Value on Date of Grant
 
 
 
 
 
 
 
(in millions)
March 2017
 
 
 
 
 
 
 
RSUs(1)
72,020

 
$
37.60

 
$
—

 
$
2.7

PSUs(2)
97,440

 
37.60

 
—

 
3.7

 
 
 
 
 
 
 
 
May 2017
 
 
 
 
 
 
 
RSUs(1)
11,888

 
$
40.35

 
$
—

 
$
0.5

 
 
 
 
 
 
 
 
July 2017
 
 
 
 
 
 
 
RSUs(1)
1,251

 
43.95

 
$
—

 
$
0.1

(1)
The RSUs awarded in March 2017 were awarded to certain employees of the Company and vest 25% on March 15, 2018, and each of the subsequent three anniversaries of that date. The 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 RSUs awarded in May 2017 and July 2017 were awarded to non-employee Directors of the Company and vest on May 25, 2018.
(2)
The PSUs awarded in March 2017 were awarded to certain employees 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.
Commencing in 2017, employees who were awarded RSUs and PSUs are entitled to receive dividend equivalents for eligible awards, payable in cash, when the underlying award vests and becomes payable. If the underlying award does not vest or is forfeited, any dividend equivalents with respect to the underlying award will also fail to become payable and will be forfeited.
Stock options exercised totaled 169,024 for the nine months ended September 30, 2017, 484,829 for the nine months ended September 30, 2016, and 586,132 for the year ended December 31, 2016.
As of September 30, 2017, the Company had 385,549 options, 331,017 RSUs, and 252,290 PSUs (based on target number awarded) outstanding.

15


12. 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 that are assumed to be 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.
Commencing in 2017, certain stock-based compensation awards are eligible to receive dividend equivalents on awards that fully vest or become payable. These awards are not considered participating securities for the purposes of determining earnings per share.
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,
 
 
2017

2016
 
2017

2016
 
 
(in millions, except share data)
Net income available to stockholders—basic and diluted
 
$
21.9

 
$
22.6

 
$
69.9

 
$
71.2

Weighted average number of shares outstanding—basic
 
32,563,800

 
32,449,617

 
32,454,443

 
32,497,478

Effect of dilutive securities:
 
 
 
 
 
 
 
 
PSUs
 
243,470

 
238,633

 
262,992

 
196,898

Stock options
 
180,421

 
192,827

 
212,044

 
251,068

RSUs
 
66,294

 
67,885

 
77,738

 
70,429

Dilutive potential shares
 
490,185


499,345

 
552,774

 
518,395

Weighted average number of shares outstanding—diluted
 
33,053,985

 
32,948,962

 
33,007,217

 
33,015,873

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 that were excluded from diluted earnings per share.
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,