Employers Holdings Inc
For the period ended Mar 31, 2024. Filed Apr 26, 2024.
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Mar 31, 2024 · Filed Apr 26, 2024
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Notes to Consolidated Financial Statements (Unaudited)
Employers Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
- 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), Employers Assurance Company (EAC), and Cerity Insurance Company (CIC), 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: (i) all claims under the covered policies have closed; (ii) the LPT Agreement is commuted or terminated, upon the mutual agreement of the parties; or (iii) 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 9).
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 also entitled to receive a contingent profit commission under the LPT Agreement through June 30, 2024. 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 on the Company’s Consolidated Balance Sheets. The Contingent Commission receivable at March 31, 2024 was $14.4 million.
The accompanying consolidated financial statements have been prepared in accordance with United States (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 (Exchange Act), 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, 2023 (Annual Report).
The Company operates as a single operating segment, Insurance Operations, through its wholly owned subsidiaries. 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 (CODM) to make decisions about resources to be allocated to the segment and assess its performance based on discrete financial information. Prior to December 31, 2023, the Company operated through two reportable segments: Employers and Cerity. All periods prior to December 31, 2023 have been conformed to the current presentation. Detailed financial information about the Company's single operating segment is presented in Note 14.
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.
- New Accounting Standards
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update improve disclosures about reportable segments and provide more detailed information about a reportable segment's expenses. Specifically, the amendments in this update include disclosures on an annual and interim basis, significant segment expenses that are regularly provided to the CODM, an amount for other segment items by reportable segment and a description on their composition, all annual disclosures about a reportable segment's profit or loss and assets to be required on an interim basis, the measures the CODM uses in assessing performance and allocating resources, and the title and position of the CODM. Additionally, a single reporting segment is subject to all disclosures in this amendment along with existing segment disclosures within Topic 280. This update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt this standard when it becomes effective.
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This update requires public business entities to annually disclose specific categories within the income tax rate reconciliation, and provide additional information for reconciling items that meet a certain quantitative threshold. Additionally, the amendments in this update require entities to disclose certain information about income taxes paid, income tax disaggregation, disclosures around unrecognized tax benefits, and the removal of disclosures related to temporary differences surrounding deferred tax liabilities to enhance the transparency and decision usefulness of income tax disclosures. This update is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted for financial statements that have not been issued. The Company elected to early adopt this update as of December 31, 2023, and the impact of this standard was not material to its consolidated financial condition or results of operations.
In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update(ASU) 2020-04, Reference Rate Reform (Topic 848). This update provided optional transition guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate (LIBOR), with optional expedients and exceptions related to the application of US GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. Companies can elect to adopt this ASU through December 31, 2024. The Company determined that there was no impact of LIBOR transitioning on its existing contracts and investments.
- Valuation of Financial Instruments
Financial Instruments Carried at Fair Value
The carrying value and the estimated fair value of the Company’s financial instruments at fair value were as follows:
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |
| (in millions) | ||||
| Financial assets | ||||
| Total investments at fair value | $2,276.3 | $2,276.3 | $2,180.6 | $2,180.6 |
| Cash and cash equivalents | 114.2 | 114.2 | 226.4 | 226.4 |
| Restricted cash and cash equivalents | 0.2 | 0.2 | 0.2 | 0.2 |
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 material adjustments to the valuation methodology utilized by third party pricing services as of March 31, 2024 and December 31, 2023.
These methods of valuation 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.
As of March 31, 2024, the Company held $47.5 million of fixed maturity securities at fair value that were designated Level 3. These private placement securities were designated as Level 3 securities due to the limited amount of observable market information available.
The following table presents the Company’s investments at fair value and the corresponding fair value measurements.
| March 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| (in millions) | ||||||
| Fixed maturity securities: | ||||||
| U.S. Treasuries | $— | $63.0 | $— | $— | $58.4 | $— |
| U.S. Agencies | — | 2.1 | — | — | 2.1 | — |
| States and municipalities | — | 199.8 | — | — | 210.2 | — |
| Corporate securities | — | 905.5 | 34.0 | — | 863.7 | 32.1 |
| Residential mortgage-backed securities | — | 370.0 | — | — | 362.2 | — |
| Commercial mortgage-backed securities | — | 63.2 | — | — | 63.8 | — |
| Asset-backed securities | — | 163.2 | 13.5 | — | 113.9 | 14.1 |
| Collateralized loan obligations | — | 72.8 | — | — | 91.5 | — |
| Foreign government securities | — | 10.0 | — | — | 10.4 | — |
| Other securities | — | 116.7 | — | — | 113.9 | — |
| Total fixed maturity securities | $— | $1,966.3 | $47.5 | $— | $1,890.1 | $46.2 |
| Equity securities at fair value: | ||||||
| Industrial and miscellaneous | $195.3 | $— | $— | $181.7 | $— | $— |
| Other | 29.0 | — | — | 29.5 | — | — |
| Total equity securities at fair value | $224.3 | $— | $— | $211.2 | $— | $— |
| Short-term investments | $16.5 | $21.7 | $— | $17.6 | $15.5 | $— |
| Total investments at fair value | $240.8 | $1,988.0 | $47.5 | $228.8 | $1,905.6 | $46.2 |
Financial Instruments Carried at Cost
All of the Company's insurance subsidiaries are members of the Federal Home Loan Bank of San Francisco (FHLB). Members are required to purchase stock in the FHLB in addition to maintaining collateral deposits that back any funds advanced and standby letters of credit issued (See Note 10). The Company’s investment in FHLB stock is recorded at cost, which approximates fair value, 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 estimated ultimate recovery of par value.
Financial Instruments Carried at Net Asset Value
The Company has investments in private equity limited partnership interests that are included in Other invested assets on the Company’s Consolidated Balance Sheets. These investments do not have readily determinable fair values and are carried at net asset value (NAV) and therefore are excluded from the fair value hierarchy. The Company initially estimates the value of these investments using the transaction price. In subsequent periods, the Company measures these investments using NAV per share provided quarterly by the general partner, based on financial statements that are audited annually. These investments are generally not redeemable by the investees and cannot be sold without approval of the general partner. These investments have a fund term of 3 to 12 years, subject to two or threeone-year extensions at the general partner’s discretion. The Company will receive distributions of proceeds from dividends and interest from fund investments, as well as from the disposition of a fund investment, or a portion thereof. The Company expects these distributions from time-to-time during the full course of the fund term. As of March 31, 2024, the Company had unfunded commitments to these private equity limited partnerships totaling $19.0 million.
Additionally, certain cash equivalents, principally money market securities, are measured using NAV, which approximates fair value.
The following table presents cash and investments carried at NAV on the Company’s Consolidated Balance Sheets.
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| (in millions) | ||
| Cash equivalents carried at NAV | $104.3 | $197.2 |
| Other invested assets carried at NAV | 97.6 | 91.5 |
The following table provides a reconciliation of the beginning and ending balances that are measured using Level 3 inputs.
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Balance at the beginning of the year | $46.2 | $24.2 |
| Purchases | 1.5 | 1.5 |
| Unrealized (losses) gains included in comprehensive (loss) income | (0.2) | 0.2 |
| Balance at end of period | $47.5 | $25.9 |
- Investments
The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the Company’s available-for-sale (AFS) investments were as follows:
| AmortizedCost | Allowance for Current Expected Credit Losses | GrossUnrealizedGains | GrossUnrealizedLosses | EstimatedFair Value | |
|---|---|---|---|---|---|
| (in millions) | |||||
| Fixed maturity securities | |||||
| U.S. Treasuries | $65.6 | $— | $0.3 | $(2.9) | $63.0 |
| U.S. Agencies | 2.2 | — | — | (0.1) | 2.1 |
| States and municipalities | 202.8 | — | 2.4 | (5.4) | 199.8 |
| Corporate securities | 1,003.5 | (2.2) | 5.4 | (67.2) | 939.5 |
| Residential mortgage-backed securities | 413.0 | — | 0.6 | (43.6) | 370.0 |
| Commercial mortgage-backed securities | 69.7 | (0.3) | — | (6.2) | 63.2 |
| Asset-backed securities | 180.3 | — | 1.1 | (4.7) | 176.7 |
| Collateralized loan obligations | 73.0 | — | — | (0.2) | 72.8 |
| Foreign government securities | 12.7 | — | — | (2.7) | 10.0 |
| Other securities(1) | 116.9 | (0.7) | 0.9 | (0.4) | 116.7 |
| Total fixed maturity securities | $2,139.7 | $(3.2) | $10.7 | $(133.4) | $2,013.8 |
| Short-term investments | 38.2 | — | — | — | 38.2 |
| Total AFS investments | $2,177.9 | $(3.2) | $10.7 | $(133.4) | $2,052.0 |
| Fixed maturity securities | |||||
|---|---|---|---|---|---|
| U.S. Treasuries | $60.3 | $— | $0.6 | $(2.5) | $58.4 |
| U.S. Agencies | 2.2 | — | — | (0.1) | 2.1 |
| States and municipalities | 212.3 | — | 3.1 | (5.2) | 210.2 |
| Corporate securities | 952.8 | (2.1) | 8.3 | (63.2) | 895.8 |
| Residential mortgage-backed securities | 399.3 | — | 0.9 | (38.0) | 362.2 |
| Commercial mortgage-backed securities | 70.2 | — | — | (6.4) | 63.8 |
| Asset-backed securities | 131.8 | — | 1.0 | (4.8) | 128.0 |
| Collateralized loan obligations | 92.2 | — | — | (0.7) | 91.5 |
| Foreign government securities | 12.7 | — | — | (2.3) | 10.4 |
| Other securities(1) | 114.2 | (0.6) | 1.0 | (0.7) | 113.9 |
| Total fixed maturity securities | $2,048.0 | $(2.7) | $14.9 | $(123.9) | $1,936.3 |
| Short-term investments | 33.1 | — | — | — | 33.1 |
| Total AFS investments | $2,081.1 | $(2.7) | $14.9 | $(123.9) | $1,969.4 |
(1)Other securities within fixed maturity securities consist of bank loans, which are classified as AFS and reported at fair value.
The cost and estimated fair value of the Company’s equity securities recorded at fair value at March 31, 2024 and December 31, 2023 were as follows:
| Cost | Estimated Fair Value | |
|---|---|---|
| (in millions) | ||
| Equity securities at fair value | ||
| Industrial and miscellaneous | $105.1 | $195.3 |
| Other | 20.8 | 29.0 |
| Total equity securities at fair value | $125.9 | $224.3 |
| Equity securities at fair value | ||
|---|---|---|
| Industrial and miscellaneous | $104.4 | $181.7 |
| Other | 21.5 | 29.5 |
| Total equity securities at fair value | $125.9 | $211.2 |
The Company had Other invested assets totaling $97.6 million and $91.5 million (initial cost of $88.9 million and $82.5 million) at March 31, 2024 and December 31, 2023, respectively, consisting of private equity limited partnerships, which are carried at NAV based on information provided by the general partner. These investments are non-redeemable until conversion and are periodically evaluated by the Company for impairment based on the ultimate recovery of the investment. Changes in the value of these investments are recorded through Net realized and unrealized gains (losses) on the Company’s Consolidated Statements of Comprehensive Income (Loss).
The amortized cost and estimated fair value of the Company’s fixed maturity securities at March 31, 2024, 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 | $20.6 | $20.3 |
| Due after one year through five years | 651.8 | 630.3 |
| Due after five years through ten years | 642.6 | 599.2 |
| Due after ten years | 88.7 | 81.3 |
| Mortgage and asset-backed securities | 736.0 | 682.7 |
| Total | $2,139.7 | $2,013.8 |
The following is a summary of AFS 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 in each case as of March 31, 2024 and December 31, 2023.
| March 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Estimated Fair Value | GrossUnrealizedLosses | Number of Issues | Estimated Fair Value | GrossUnrealizedLosses | Number of Issues | |
| (dollars in millions) | ||||||
| Less than 12 months: | ||||||
| Fixed maturity securities | ||||||
| U.S. Treasuries | $19.0 | $(0.3) | 8 | $11.9 | $(0.1) | 5 |
| States and municipalities | 42.2 | (0.7) | 16 | 39.5 | (0.3) | 15 |
| Corporate securities | 60.2 | (0.6) | 23 | 26.1 | (0.8) | 13 |
| Residential mortgage-backed securities | 21.5 | (0.3) | 20 | 15.8 | (0.2) | 15 |
| Asset-backed securities | 55.1 | (0.2) | 24 | 24.0 | (0.1) | 15 |
| Collateralized loan obligations | 32.6 | (0.1) | 8 | — | — | — |
| Other securities | 14.9 | (0.2) | 81 | 12.6 | (0.1) | 70 |
| Total fixed maturity securities | 245.5 | (2.4) | 180 | 129.9 | (1.6) | 133 |
| Total less than 12 months | $245.5 | $(2.4) | 180 | $129.9 | $(1.6) | 133 |
| 12 months or greater: | ||||||
| Fixed maturity securities | ||||||
| U.S. Treasuries | $23.5 | $(2.6) | 7 | $23.7 | $(2.4) | 7 |
| U.S. Agencies | 2.2 | (0.1) | 1 | 2.2 | (0.1) | 1 |
| States and municipalities | 71.9 | (4.7) | 33 | 73.5 | (4.9) | 32 |
| Corporate securities | 695.6 | (66.6) | 328 | 684.5 | (62.4) | 331 |
| Residential mortgage-backed securities | 301.7 | (43.3) | 230 | 306.6 | (37.8) | 228 |
| Commercial mortgage-backed securities | 52.4 | (6.2) | 24 | 53.0 | (6.4) | 24 |
| Asset-backed securities | 46.6 | (4.5) | 30 | 47.0 | (4.7) | 29 |
| Collateralized loan obligations | 7.4 | (0.1) | 4 | 80.5 | (0.7) | 21 |
| Foreign government securities | 10.0 | (2.7) | 2 | 10.4 | (2.3) | 2 |
| Other securities | 7.1 | (0.2) | 42 | 10.2 | (0.6) | 58 |
| Total fixed maturity securities | 1,218.4 | (131.0) | 701 | 1,291.6 | (122.3) | 733 |
| Total 12 months or greater | $1,218.4 | $(131.0) | 701 | $1,291.6 | $(122.3) | 733 |
As of March 31, 2024 and December 31, 2023, the Company had an allowance for current expected credit losses (CECL) on AFS debt securities of $3.2 million and $2.7 million, respectively (See Note 5). Those fixed maturity securities whose total fair value was less than amortized cost at each of March 31, 2024 and December 31, 2023, were those in which the Company had no intent, need or requirement to sell at an amount less than their amortized cost.
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 and other invested assets) or amortized cost (fixed maturity securities). Realized losses on fixed maturity securities are also recognized when securities are written down as a result of an other-than-temporary impairment or for unfavorable changes in CECL. Reversals of previously recognized realized losses on fixed maturity securities can also result when securities are written up for favorable changes in CECL.
Net realized gains and losses on investments and the change in unrealized gains and losses on the Company’s investments recorded at fair value are determined on a specific-identification basis and were as follows:
| Gross Realized Gains | Gross Realized Losses | Net Increase in CECL Allowance | Change in Net Unrealized Gains (Losses) | Changes in Fair Value Reflected in Earnings | Changes in Fair Value Reflected in AOCI (1), before tax | |
|---|---|---|---|---|---|---|
| (in millions) | ||||||
| Fixed maturity securities | 0.1 | $(0.5) | $(0.5) | $(13.7) | $(0.9) | $(13.7) |
| Equity securities | 0.1 | (0.5) | — | 13.1 | 12.7 | — |
| Other invested assets | — | — | — | (0.4) | (0.4) | — |
| Total investments | $0.2 | $(1.0) | $(0.5) | $(1.0) | $11.4 | $(13.7) |
| Fixed maturity securities | $0.4 | $(0.6) | $(1.4) | $30.1 | $(1.6) | $30.1 |
|---|---|---|---|---|---|---|
| Equity securities | 0.1 | (1.3) | — | 7.9 | 6.7 | — |
| Other invested assets | — | — | — | 1.3 | 1.3 | — |
| Total investments | $0.5 | $(1.9) | $(1.4) | $39.3 | $6.4 | $30.1 |
(1)AOCI means Accumulated other comprehensive income or loss
Proceeds from sales of fixed maturity securities were $32.0 million for the three months ended March 31, 2024, compared to $44.8 million for the three months ended March 31, 2023.
Net investment income was as follows:
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Fixed maturity securities | $22.3 | $23.7 |
| Equity securities | 1.6 | 1.8 |
| Other invested assets | 1.1 | 0.9 |
| Short-term investments | 0.5 | 1.2 |
| Cash equivalents and restricted cash | 2.3 | 0.9 |
| Gross investment income | 27.8 | 28.5 |
| Investment expenses | (1.0) | (0.9) |
| Net investment income | $26.8 | $27.6 |
The Company is required by various state laws and regulations to support, through securities on deposit or otherwise, its outstanding loss reserves in 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 March 31, 2024 and December 31, 2023, securities having a fair value of $760.6 million and $748.1 million, respectively, were on deposit. Additionally, standby letters of credit from the FHLB were in place in lieu of $70.0 million of securities on deposit as of both March 31, 2024 and December 31, 2023 (See Note 10).
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 both March 31, 2024 and December 31, 2023 was $3.0 million.
- Current Expected Credit Losses
Premiums Receivable
Premiums receivable balances are all due within one year. The Company currently determines the allowance for premiums receivable based on an internal aging schedule using collectability and historical payment patterns, as well as current and expected future market conditions to determine the appropriateness of the allowance. Historical payment patterns and future market conditions provide the basis for the estimation along with similar risk characteristics and the Company's business strategy, which have not changed significantly over time. Changes in the allowance for CECL are recorded through underwriting and general and administrative expenses.
The table below shows the changes in CECL on premiums receivable.
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Beginning balance of CECL on premiums receivable | $17.9 | $12.8 |
| Net change in CECL provision | 5.9 | 3.3 |
| Write-offs charged against CECL | (1.9) | (0.7) |
| Recoveries collected | (2.2) | (1.4) |
| Ending balance of CECL on premiums receivable | $19.7 | $14.0 |
Reinsurance Recoverable
In assessing an allowance for reinsurance assets, which includes reinsurance recoverables and contingent commission receivables, the Company considers historical information, financial strength of reinsurers, collateralization amounts, and ratings to determine the appropriateness of the allowance. Historically, the Company has not experienced a credit loss from reinsurance transactions. In assessing future default, the Company evaluated the CECL allowance under the ratings-based method using the A.M. Best's Average Cumulative Net Impairment Rates. Reinsurer ratings are also assessed through this process. Changes in the allowance for CECL are recorded through underwriting and general and administrative expenses.
The table below shows the changes in CECL on reinsurance recoverables.
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Beginning balance of CECL on reinsurance recoverables | $0.9 | $0.9 |
| Net change in CECL provision | — | — |
| Ending balance of CECL on reinsurance recoverables | $0.9 | $0.9 |
The Company assesses all AFS debt securities in an unrealized loss position for CECL. The Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria is met, the security's amortized cost basis is written down to its fair value. For AFS debt securities that do not meet either criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. Any impairment that has not been recorded through an allowance for credit losses is recognized in Accumulated other comprehensive loss on the Company's Consolidated Balance Sheets. Changes in the allowance for CECL are recorded through realized capital losses.
As of March 31, 2024, the Company established an aggregate allowance for CECL in the amount of $3.2 million. For the Company’s investments in fixed maturity debt securities, the allowance for CECL was determined by: (i) observing the credit characteristics of those debt securities that may have demonstrated a credit loss as of that date and by comparing the present value of cash flows expected to be collected to its amortized cost basis; and (ii) observing the credit characteristics of those debt securities that are expected to demonstrate a credit loss in the future by comparing the present value of cash flows expected to be collected to its amortized cost basis. The expected present value of cash flows are calculated using scenario based credit loss models derived from the discounted cash flows under the Comprehensive Capital Analysis Review framework, which is adopted by the Federal Reserve.
As of March 31, 2024, the Company did not intend to sell any of its AFS debt securities in which its amortized cost exceeded its fair value.
Accrued interest receivable on AFS debt securities totaled $16.5 million at March 31, 2024 and is excluded from the estimate of credit losses based on historically timely payments.
The table below shows the changes in the allowance for CECL on AFS securities.
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Beginning balance of CECL on AFS securities | $2.7 | $4.5 |
| Net change in CECL provision | 0.6 | 2.0 |
| Reductions in allowance from disposals | (0.1) | (0.2) |
| Recoveries of amounts previously written off | — | (0.4) |
| Ending balance of CECL on AFS securities | $3.2 | $5.9 |
- Property and Equipment
Property and equipment consists of the following:
| As of March 31, | As of December 31, | |
|---|---|---|
| 2024 | 2023 | |
| (in millions) | ||
| Furniture and equipment | $1.8 | $1.8 |
| Leasehold improvements | 0.5 | 0.5 |
| Computers and software | 42.2 | 45.7 |
| Automobiles | 0.6 | 0.6 |
| Property and equipment, gross | 45.1 | 48.6 |
| Accumulated depreciation | (38.5) | (42.1) |
| Property and equipment, net | $6.6 | $6.5 |
Depreciation expenses related to property and equipment for the three months ended March 31, 2024 were $1.0 million and $4.8 million for the year ended December 31, 2023. Internally developed software costs that were capitalized were $0.6 million during the three months ended March 31, 2024 and $1.8 million during the year ended December 31, 2023.
Cloud Computing Arrangements
The Company’s capitalized costs associated with cloud computing arrangements totaled $25.2 million and $28.0 million, which were comprised of service contract fees and implementation costs associated with hosting arrangements as of March 31, 2024 and December 31, 2023, respectively. Total amortization for hosting arrangements was $2.8 million for the three months ended March 31, 2024 and $16.7 million for the year ended December 31, 2023.
Leases
The Company determines if an arrangement is a lease at the inception of the transaction. Operating leases for offices are presented as a right-of-use asset (ROU asset) and lease liability on the Company’s Consolidated Balance Sheets. Financing leases for automobiles are included in property and equipment and other liabilities on the Company’s Consolidated Balance Sheets.
ROU assets represent the right to use an underlying asset for the lease term and the lease liability represents the obligation to make lease payments arising from the lease transaction. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. The Company uses collateralized incremental borrowing rates to determine the present value of lease payments. The ROU assets also include lease payments less any lease incentives within a lease agreement. The Company’s lease terms may include options to extend or terminate a lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As of March 31, 2024, the Company’s operating leases have remaining terms ofone year tofive years, with options to extend up tofive years with no termination provision. The Company’s finance leases have an option to terminate afterone year.
Components of lease expense were as follows:
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Operating lease expense | $0.3 | $0.6 |
| Finance lease expense | — | 0.1 |
| Total lease expense | $0.3 | $0.7 |
As of March 31, 2024, the weighted average remaining lease term for operating leases was 3.8 years and for finance leases was 1.7 years. The weighted average discount rate was 1.3% and 7.4% for operating and finance leases, respectively.
Maturities of lease liabilities were as follows:
| Operating Leases · Finance Leases | ||
|---|---|---|
| (in millions) | ||
| 2024 | $1.3 | $0.1 |
| 2025 | 1.5 | 0.1 |
| 2026 | 1.2 | — |
| 2027 | 1.2 | — |
| 2028 | 0.4 | — |
| Thereafter | — | — |
| Total lease payments | 5.6 | 0.2 |
| Less: imputed interest | (0.1) | — |
| Total | $5.5 | $0.2 |
Supplemental balance sheet information related to leases was as follows:
| As of March 31, | As of December 31, | |
|---|---|---|
| 2024 | 2023 | |
| (in millions) | ||
| Operating leases: | ||
| Operating lease right-of-use asset | $4.7 | $5.1 |
| Operating lease liability | 5.5 | 5.9 |
| Finance leases: | ||
| Property and equipment, gross | 0.6 | 0.6 |
| Accumulated depreciation | (0.4) | (0.4) |
| Property and equipment, net | 0.2 | 0.2 |
| Other liabilities | $0.2 | $0.2 |
Supplemental cash flow information related to leases was as follows:
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows used for operating leases | $0.3 | $0.6 |
| Financing cash flows used for finance leases | — | 0.1 |
- Income Taxes
The Company’s effective tax rate for the three months ended March 31, 2024 was 19.8% and the Company’s effective tax rate for the three months ended March 31, 2023 was 18.6%. The effective rates during each of the periods presented included income tax benefits and exclusions associated with tax-advantaged investment income, LPT adjustments, and deferred gain amortization.
The Inflation Reduction Act of 2022 added a new IRC section, Section 4501, that imposes a 1% excise tax on stock repurchases on publicly traded companies that occurred after December 31, 2022. The Company's excise tax obligation is $0.7 million at March 31, 2024, which is included in treasury stock, on its Consolidated Balance Sheets.
- 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 | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions) | ||
| Unpaid losses and LAE at beginning of period | $1,884.5 | $1,960.7 |
| Less reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE | 428.4 | 445.4 |
| Net unpaid losses and LAE at beginning of period | 1,456.1 | 1,515.3 |
| Losses and LAE, net of reinsurance, incurred during the period related to: | ||
| Current period | 118.7 | 109.6 |
| Prior periods | (0.1) | (0.2) |
| Total net losses and LAE incurred during the period | 118.6 | 109.4 |
| Paid losses and LAE, net of reinsurance, related to: | ||
| Current period | 6.8 | 5.6 |
| Prior periods | 117.4 | 105.7 |
| Total net paid losses and LAE during the period | 124.2 | 111.3 |
| Ending unpaid losses and LAE, net of reinsurance | 1,450.5 | 1,513.4 |
| Reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE | 424.0 | 440.3 |
| Unpaid losses and LAE at end of period | $1,874.5 | $1,953.7 |
Total net losses and LAE included in the above table exclude amortization of the deferred reinsurance gain—LPT Agreement and LPT Contingent Commission Adjustments, which totaled $2.1 million and $2.0 million for the three months ended March 31, 2024 and 2023, respectively (see Note 9).
The change in incurred losses and LAE attributable to prior periods for the three months ended March 31, 2024 and 2023, included $0.1 million and $0.2 million of net favorable loss reserve development on the Company's assigned risk business, respectively. For each of the three months ended March 31, 2024 and 2023, the Company did not recognize any prior accident year loss reserve development on its voluntary risk business. These determinations were made in light of: (i) a full actuarial study not being performed during the periods; and (ii) the amount of indicated net prior year loss reserve development was consistent with our expectations.
- 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 (Loss). Any adjustments to the Deferred Gain are recorded in losses and LAE incurred in the accompanying Consolidated Statements of Comprehensive Income (Loss).
The Company amortized $1.9 million and $2.0 million of the Deferred Gain for the three months ended March 31, 2024 and 2023, respectively. The remaining Deferred Gain was $97.2 million and $99.2 million as of March 31, 2024 and December 31, 2023, respectively. Additionally, the Company recognized $0.2 million of favorable LPT Contingent Commission Adjustments as of March 31, 2024. The estimated remaining liabilities subject to the LPT Agreement were $287.1 million and $291.7 million as of March 31, 2024 and December 31, 2023, respectively. Losses and LAE paid with respect to the LPT Agreement totaled $882.2 million and $877.6 million from inception through March 31, 2024 and December 31, 2023, respectively.
- Financing Arrangements
All of the Company's insurance subsidiaries are members of the FHLB. Membership allows the insurance subsidiaries access to collateralized advances, which may be used to support and enhance liquidity management. The amount of advances that may be taken is dependent on statutory admitted assets on a per company basis.
FHLB membership also allows the Company’s insurance subsidiaries access to standby letters of credit (Letter of Credit Agreements). Letter of Credit Agreements may only be used to satisfy, in whole or in part, insurance deposit requirements with the State of California and must be fully secured with eligible collateral at all times. Letter of Credit Agreements are subject to annual maintenance charges and a fee of 15 basis points on issued amounts. As of both March 31, 2024 and December 31, 2023, letters of credit totaling $70.0 million, were issued in lieu of securities on deposit with the State of California under these Letter of Credit Agreements. The Letter of Credit Agreements currently in effect expire on March 31, 2025, and will remain evergreen with automatic one-year extensions unless the FHLB notifies the beneficiary at least 60 days prior to the then applicable expiration date of its election not to renew.
As of March 31, 2024 and December 31, 2023, investment securities having a fair value of $275.1 million and $286.4 million, respectively, were pledged to the FHLB by the Company’s insurance subsidiaries in support of the collateralized advance facility and the Letter of Credit Agreements.
- Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is comprised of unrealized gains and losses on investments classified as AFS, net of deferred taxes. The following table summarizes the components of accumulated other comprehensive loss:
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| (in millions) | ||
| Net unrealized losses on investments, before taxes | $(122.6) | $(108.9) |
| Deferred tax benefit on net unrealized losses | 25.7 | 22.9 |
| Total accumulated other comprehensive loss | $(96.9) | $(86.0) |
- 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 | Aggregate Fair Value on Date of Grant | |
|---|---|---|---|
| (in millions) | |||
| RSUs(1) | 61,280 | 46.36 | 2.8 |
| PSUs(2) | 77,360 | 46.36 | 3.6 |
| RSUs(1) | 4,712 | 45.00 | 0.2 |
(1)These RSUs were awarded to certain employees of the Company on two separate dates and allvest 25% on March 15, 2025 and each of the subsequent three anniversaries of that date.
(2)These PSUs were awarded to certain employees of the Company and have a performance period ofthree years. The PSU awards are subject to certain performance goals with payouts that range from 0% to 250% of the target awards. The value shown in the table represents the aggregate number of PSUs awarded at the target level.
Employees who are awarded RSUs and PSUs are entitled to receive dividend equivalents for eligible awards, payable in cash, when and if, the underlying award vests and becomes payable. If the underlying award does not vest or is forfeited, dividend equivalents with respect to the underlying award fail to become payable and are forfeited.
RSUs and PSUs are subject to accelerated vesting in certain circumstances, including but not limited to: death, disability, retirement, or in connection with a change of control of the Company.
As of March 31, 2024, the Company no longer had any stock options outstanding. During the three months ended March 31, 2023, and the year ended December 31, 2023, there were 23,500 stock options exercised.
As of March 31, 2024, the Company had 240,365 RSUs, and 208,015 PSUs (based on the target achievement for the PSUs awarded) outstanding.
- Earnings Per Common Share
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilutive impact of all common stock equivalents on earnings per share. Diluted earnings per share includes common shares assumed issued under the “treasury stock method,” which reflects the potential dilution that would occur if outstanding RSUs and PSUs vested.
No outstanding PSUs and RSUs are considered in the Company’s diluted earnings per share computations in any period that involves a net loss because their inclusion would be anti-dilutive.
Employees who are awarded RSUs and PSUs are entitled to receive dividend equivalents for eligible awards, payable in cash, when and if, the underlying award vests and becomes payable. Therefore, 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 | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| (in millions, except share data) | ||
| Net income | $28.3 | $23.6 |
| Weighted average number of shares outstanding—basic | 25,345,942 | 27,176,823 |
| Effect of dilutive securities: | ||
| PSUs | 115,021 | 141,246 |
| Stock options | — | 8,286 |
| RSUs | 75,008 | 66,323 |
| Potential dilutive shares | 190,029 | 215,855 |
| Weighted average number of shares outstanding—diluted | 25,535,971 | 27,392,678 |
- Segment Reporting
The Company operates as a single reportable segment, Insurance Operations, through its wholly owned subsidiaries. In the fourth quarter of 2023, the Company developed and executed an integration plan to consolidate its previously segregated direct-to-consumer operations(Cerity)into the Company's mainstream operations, while retaining its digital distribution capabilities. The integration plan, which will allow the Company to operate more efficiently and generate cost savings, resulted in a change in the composition of our reportable segments by eliminating any distinction for reporting purposes, including stand-alone financial statements, among our former segments, which were: Employers and Cerity.
The Insurance Operations segment represents the traditional business offered through its agents, including business originated from the Company's strategic partnerships and alliances and also direct-to-customer business.
The following table summarizes the Company's written premium and components of net income. The prior period has been conformed to current presentation.
| Insurance Operations | Total | |
|---|---|---|
| (in millions) | ||
| Gross premiums written | $210.9 | $210.9 |
| Net premiums written | 209.1 | 209.1 |
| Net premiums earned | 184.9 | 184.9 |
| Net investment income | 26.8 | 26.8 |
| Net realized and unrealized gains on investments | 11.4 | 11.4 |
| Total revenues | 223.1 | 223.1 |
| Losses and loss adjustment expenses | 116.5 | 116.5 |
| Commission expense | 25.5 | 25.5 |
| Underwriting and general and administrative expenses | 45.8 | 45.8 |
| Total expenses | 187.8 | 187.8 |
| Net income before income taxes | 35.3 | 35.3 |
| Income tax expense | 7.0 | 7.0 |
| Net income | $28.3 | $28.3 |
| Gross premiums written | $194.9 | $194.9 |
| Net premiums written | 193.1 | 193.1 |
| Net premiums earned | 172.7 | 172.7 |
| Net investment income | 27.6 | 27.6 |
| Net realized and unrealized gains on investments | 6.4 | 6.4 |
| Other (loss) income | (0.2) | (0.2) |
| Total revenues | 206.5 | 206.5 |
| Losses and loss adjustment expenses | 107.4 | 107.4 |
| Commission expense | 23.4 | 23.4 |
| Underwriting and general and administrative expenses | 44.4 | 44.4 |
| Interest and financing expenses | 2.3 | 2.3 |
| Total expenses | 177.5 | 177.5 |
| Net income before income taxes | 29.0 | 29.0 |
| Income tax expense | 5.4 | 5.4 |
| Net income | $23.6 | $23.6 |
Entity-Wide Disclosures
The Company operates solely within the U.S. and does not have revenue from transactions with a single policyholder accounting for 10% or more of its revenues.
In-force premiums represent the estimated annual premium on all policies that are active and in-force on such date. More specifically, in-force premiums include policy endorsements but exclude estimated final audit premiums. When adjusting for estimated final audit premium, our total in-force premiums were $757.5 million, $737.5 million, $667.6 million, and $654.9 million as of March 31, 2024, December 31, 2023, March 31, 2023, and December 31, 2022, respectively. The Company's management focuses on in-force premium because it represents premium that is available for renewal in the future. The following table shows our in-force premiums, in-force premiums including estimated final audit premium, and number of policies in-force for each of our largest states and all other states combined for the periods presented:
| March 31, 2024 · December 31, 2023 · March 31, 2023 · December 31, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| State | In-force Premiums | PoliciesIn-force | In-force Premiums | PoliciesIn-force | In-forcePremiums | PoliciesIn-force | In-forcePremiums | PoliciesIn-force |
| (dollars in millions) | ||||||||
| California | $320.1 | 43,832 | $311.5 | 43,353 | $282.9 | 42,908 | $279.7 | 42,876 |
| Florida | 57.5 | 10,277 | 56.6 | 10,008 | 50.5 | 9,560 | 49.4 | 9,417 |
| New York | 33.6 | 7,679 | 31.9 | 7,603 | 28.5 | 7,478 | 27.3 | 7,497 |
| Other (43 states and D.C.) | 301.6 | 65,696 | 294.6 | 65,445 | 269.0 | 62,738 | 266.1 | 61,566 |
| Total in-force | $712.8 | 127,484 | $694.6 | 126,409 | $630.9 | 122,684 | $622.5 | 121,356 |
| Estimated audit premium | 44.7 | — | 42.9 | — | 36.7 | — | 32.4 | — |
| Total in-force, includingestimated audit premium | $757.5 | 127,484 | $737.5 | 126,409 | $667.6 | 122,684 | $654.9 | 121,356 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.