AMERISAFE
AMSF
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AMERISAFE - 10-Q quarterly report FY2013 Q1


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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

Commission file number:

001-12251

 

 

AMERISAFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Texas 75-2069407
(State of Incorporation) 

(I.R.S. Employer

Identification Number)

2301 Highway 190 West, DeRidder, Louisiana 70634
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (337) 463-9052

 

 

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  x    No  ¨

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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨  Accelerated filer x
Non-accelerated filer ¨  (Do not check if a smaller reporting company)  Smaller reporting company ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 30, 2013, there were 18,389,367 shares of the Registrant’s common stock, par value $.01 per share, outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

   Page
No.
 
PART I - FINANCIAL INFORMATION  
  Forward-Looking Statements   3  
Item 1  Financial Statements   4  
Item 2  Management’s Discussion and Analysis of Financial Condition and Results of Operations   17  
Item 3  Quantitative and Qualitative Disclosures About Market Risk   22  
Item 4  Controls and Procedures   23  
PART II - OTHER INFORMATION  
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds   23  
Item 6  Exhibits   24  

 

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and the insurance industry in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following:

 

  

greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices anticipate based on historical experience or industry data;

 

  

adverse developments in economic, competitive or regulatory conditions within the workers’ compensation insurance industry;

 

  

decreased level of business activity of our policyholders caused by decreased business activity generally, and in particular in the industries we target;

 

  

developments in capital markets that adversely affect the performance of our investments;

 

  

the cyclical nature of the workers’ compensation insurance industry;

 

  

general economic conditions, including recession, inflation, performance of financial markets, interest rates, unemployment rates and fluctuating asset values;

 

  

decreased demand for our insurance;

 

  

increased competition on the basis of types of insurance offered, premium rates, coverage availability, payment terms, claims management, safety services, policy terms, overall financial strength, financial ratings and reputation;

 

  

changes in regulations, laws, rates, or rating factors applicable to us, our policyholders or the agencies that sell our insurance;

 

  

loss of the services of any of our senior management or other key employees;

 

  

changes in the availability, cost or quality of reinsurance and the failure of our reinsurers to pay claims in a timely manner or at all;

 

  

changes in rating agency policies or practices;

 

  

changes in legal theories of liability under our insurance policies;

 

  

the effects of U.S. involvement in hostilities with other countries and large-scale acts of terrorism, or the threat of hostilities or terrorist acts; and

 

  

other risks and uncertainties described from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”).

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report, and under the caption “Risk Factors” in Item 1A of this report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.

 

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PART I - FINANCIAL INFORMATION

 

Item 1.Financial Statements.

AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

   March 31,
2013
  December 31,
2012
 
   (unaudited)    

Assets

   

Investments:

   

Fixed maturity securities—held-to-maturity, at amortized cost (fair value $614,348 and $627,349 in 2013 and 2012, respectively)

  $573,688   $583,287  

Fixed maturity securities—available-for-sale, at fair value (cost $176,376 and $144,514 in 2013 and 2012, respectively)

   180,112    149,139  

Equity securities—available-for-sale, at fair value (cost $15,336 and $7,000 in 2013 and 2012, respectively)

   15,197    6,766  

Short-term investments

   74,420    68,924  
  

 

 

  

 

 

 

Total investments

   843,417    808,116  

Cash and cash equivalents

   75,294    92,676  

Amounts recoverable from reinsurers

   99,301    101,352  

Premiums receivable, net of allowance

   167,147    141,950  

Deferred income taxes

   30,699    29,521  

Accrued interest receivable

   10,305    10,392  

Property and equipment, net

   7,533    7,711  

Deferred policy acquisition costs

   20,038    18,419  

Other assets

   11,669    10,809  
  

 

 

  

 

 

 
  $1,265,403   $1,220,946  
  

 

 

  

 

 

 

Liabilities and shareholders’ equity

   

Liabilities:

   

Reserves for loss and loss adjustment expenses

  $577,988   $570,450  

Unearned premiums

   155,460    140,528  

Reinsurance premiums payable

   1,080    456  

Amounts held for others

   43,460    41,033  

Policyholder deposits

   39,785    39,088  

Insurance-related assessments

   25,351    22,244  

Accounts payable and other liabilities

   28,190    25,649  

Payable for investments purchased

   4,391    276  
  

 

 

  

 

 

 
   875,705    839,724  

Shareholders’ equity:

   

Common stock:

   

Voting—$0.01 par value authorized shares—50,000,000 in 2013 and 2012; 19,637,617 and 19,513,476 shares issued and 18,379,367 and 18,255,226 shares outstanding in 2013 and 2012, respectively

   196    195  

Additional paid-in capital

   189,039    187,401  

Treasury stock at cost (1,258,250 shares in 2013 and 2012)

   (22,370  (22,370

Accumulated earnings

   220,399    213,017  

Accumulated other comprehensive income, net

   2,434    2,979  
  

 

 

  

 

 

 
   389,698    381,222  
  

 

 

  

 

 

 
  $1,265,403   $1,220,946  
  

 

 

  

 

 

 

See accompanying notes.

 

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AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

(unaudited)

 

   Three Months Ended
March 31,
 
   2013  2012 

Revenues

   

Gross premiums written

  $99,123   $84,924  

Ceded premiums written

   (4,481  (3,904
  

 

 

  

 

 

 

Net premiums written

  $94,642   $81,020  
  

 

 

  

 

 

 

Net premiums earned

  $79,709   $69,790  

Net investment income

   6,670    6,914  

Net realized gains on investments

   24    1,791  

Fee and other income

   109    159  
  

 

 

  

 

 

 

Total revenues

   86,512    78,654  

Expenses

   

Loss and loss adjustment expenses incurred

   56,001    51,843  

Underwriting and certain other operating costs

   7,068    4,287  

Commissions

   6,164    5,295  

Salaries and benefits

   5,645    5,133  

Interest expense

   —      279  

Policyholder dividends

   554    384  
  

 

 

  

 

 

 

Total expenses

   75,432    67,221  
  

 

 

  

 

 

 

Income before income taxes

   11,080    11,433  

Income tax expense

   2,229    1,872  
  

 

 

  

 

 

 

Net income

   8,851    9,561  
  

 

 

  

 

 

 

Net income available to common shareholders

  $8,836   $9,556  
  

 

 

  

 

 

 

Earnings per share

   

Basic

  $0.48   $0.53  
  

 

 

  

 

 

 

Diluted

  $0.47   $0.52  
  

 

 

  

 

 

 

Shares used in computing earnings per share

   

Basic

   18,281,353    18,140,749  
  

 

 

  

 

 

 

Diluted

   18,689,842    18,535,979  
  

 

 

  

 

 

 

Cash dividends declared per common share

  $0.08   $ —    
  

 

 

  

 

 

 

See accompanying notes.

 

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AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

   Three Months Ended
March 31,
 
   2013  2012 

Net income

  $8,851   $9,561  

Other comprehensive income:

   

Unrealized loss on securities, net of tax

   (545  (53
  

 

 

  

 

 

 

Comprehensive income

  $8,306   $9,508  
  

 

 

  

 

 

 

AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands, except share data)

 

   Common Stock   Treasury Stock  Additional
Paid-In
Capital
   Accumulated
Earnings
  Accumulated
Other
Comprehensive
Income
  Total 
   Shares   Amount   Shares  Amounts      

Balance at December 31, 2012

   19,513,476    $195     (1,258,250 $(22,370 $187,401    $213,017   $2,979   $381,222  

Comprehensive income

   —       —       —      —      —       8,851    (545  8,306  

Options exercised

   95,000     1     —      —      854     —      —      855  

Tax benefit from share-based payments

   —       —       —      —      642     —      —      642  

Restricted common stock issued

   29,141     —       —      —      86     —      —      86  

Share-based compensation

   —       —       —      —      56     —      —      56  

Dividends to stockholders

   —       —       —      —      —       (1,469  —      (1,469
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Balance at March 31, 2013

   19,637,617    $196     (1,258,250 $(22,370 $189,039    $220,399   $2,434   $389,698  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

See accompanying notes.

 

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AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

   Three Months Ended
March 31,
 
   2013  2012 

Operating Activities

   

Net income

  $8,851   $9,561  

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

   

Depreciation

   322    262  

Net amortization of investments

   2,928    2,517  

Deferred income taxes

   (885  189  

Net realized gains on investments

   (24  (1,791

Share-based compensation

   290    108  

Changes in operating assets and liabilities:

   

Premiums receivable, net

   (25,197  (17,143

Accrued interest receivable

   87    (820

Deferred policy acquisition costs

   (1,619  (1,097

Other assets and federal income tax recoverable

   (860  1,244  

Reserves for loss and loss adjustment expenses

   7,538    10,745  

Unearned premiums

   14,932    11,230  

Reinsurance balances

   2,675    (4,502

Amounts held for others and policyholder deposits

   3,124    2,660  

Accounts payable and other liabilities

   9,615    4,916  
  

 

 

  

 

 

 

Net cash provided by operating activities

   21,777    18,079  

Investing Activities

   

Purchases of investments held-to-maturity

   (26,454  (42,941

Purchases of investments available-for-sale

   (43,263  (15,212

Purchases of short-term investments

   (47,603  (15,215

Proceeds from maturities of investments held-to-maturity

   34,411    38,138  

Proceeds from sales and maturities of investments available-for-sale

   2,528    23,233  

Proceeds from sales and maturities of short-term investments

   41,338    12,247  

Purchases of property and equipment

   (144  (90
  

 

 

  

 

 

 

Net cash provided by (used in) investing activities

   (39,187  160  

Financing Activities

   

Proceeds from stock option exercises

   855    —    

Tax benefit from share-based payments

   642    —    

Dividends to stockholders

   (1,469  —    
  

 

 

  

 

 

 

Net cash provided by financing activities

   28    —    
  

 

 

  

 

 

 

Change in cash and cash equivalents

   (17,382  18,239  

Cash and cash equivalents at beginning of period

   92,676    45,536  
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $75,294   $63,775  
  

 

 

  

 

 

 

See accompanying notes.

 

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AMERISAFE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Basis of Presentation

AMERISAFE, Inc. (the “Company”) is an insurance holding company incorporated in the state of Texas. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries: American Interstate Insurance Company (“AIIC”), Silver Oak Casualty, Inc. (“SOCI”), American Interstate Insurance Company of Texas (“AIICTX”), Amerisafe Risk Services, Inc. (“RISK”) and Amerisafe General Agency, Inc. (“AGAI”). AIIC and SOCI are property and casualty insurance companies organized under the laws of the state of Louisiana. AIICTX is a property and casualty insurance company organized under the laws of the state of Texas. RISK, a wholly owned subsidiary of the Company, is a claims and safety services company, currently servicing only affiliated insurance companies. AGAI, a wholly owned subsidiary of the Company, is a general agent for the Company. AGAI sells insurance, which is underwritten by AIIC, SOCI and AIICTX, as well as by nonaffiliated insurance carriers. The assets and operations of AGAI are not significant to that of the Company and its consolidated subsidiaries. The terms “AMERISAFE,” the “Company,” “we,” “us” or “our” refer to AMERISAFE, Inc. and its consolidated subsidiaries, as the context requires.

The Company provides workers’ compensation insurance for small to mid-sized employers engaged in hazardous industries, principally construction, trucking, manufacturing and agriculture. Assets and revenues of AIIC represent more than 99% of comparable consolidated amounts of the Company for each of 2013 and 2012.

In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, the results of operations and cash flows for the periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934 and therefore do not include all information and footnotes to be in conformity with accounting principles generally accepted in the United States (“GAAP”). The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the year. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012.

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain prior year amounts have been reclassified to conform with the current year presentation.

Note 2. Stock Options and Restricted Stock

The Company has three equity incentive plans: the AMERISAFE 2005 Equity Incentive Plan (the “2005 Incentive Plan”), the AMERISAFE 2010 Non-Employee Director Restricted Stock Plan (the “2010 Restricted Stock Plan”) and the AMERISAFE 2012 Equity and Incentive Compensation Plan (the “2012 Incentive Plan”). See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 for additional information regarding the Company’s incentive plans.

In February 2013, the Company granted 26,010 shares of restricted common stock to an executive officer. In March 2013, the compensation committee of our board of directors granted 3,131 shares of restricted common stock to three executive officers. The awards were made pursuant to the Company’s 2012 Incentive Plan.

During the three months ended March 31, 2013, options to purchase 95,000 shares of common stock were exercised. Related to these exercises, the Company received $0.9 million of stock option proceeds. During the three months ended March 31, 2012, there were no stock options exercised.

The Company recognized share-based compensation expense of $0.3 million and $0.1 million in the quarters ended March 31, 2013 and 2012.

 

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Note 3. Earnings Per Share

The Company computes earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. Additionally, for periods after December 31, 2012, the Company applied the “two-class method” in computing basic and diluted earnings per share. ASC Topic 260 clarifies that unvested share-based payment awards with a right to receive nonforfeitable dividends are participating securities.

The two-class method allocates net income available to common shareholders and participating securities to the extent that each security shares in earnings as if all earnings for the period had been distributed. The amount of earnings allocable to common shareholders is divided by the weighted-average number of common shares outstanding for the period. Participating securities that are convertible into common stock are included in the computation of basic earnings per share if the effect is dilutive.

Diluted EPS include potential common shares assumed issued under the treasury stock method, which reflects the potential dilution that would occur if any outstanding options or warrants were exercised or restricted stock becomes vested, and includes the “if converted” method for participating securities if the effect is dilutive. The two-class method of calculating diluted EPS is used in the event the “if converted” method is anti-dilutive.

 

   Three Months Ended
March 31,
 
   2013   2012 
   (in thousands, except per share amounts) 

Basic EPS:

    

Net income, as reported

  $8,851    $9,561  

Less allocated income to unvested shares

   15     5  
  

 

 

   

 

 

 

Net income available to common shareholders - basic

  $8,836    $9,556  
  

 

 

   

 

 

 

Basic weighted average common shares

   18,281,353     18,140,749  
  

 

 

   

 

 

 

Basic earnings per common share

  $0.48    $0.53  
  

 

 

   

 

 

 

Diluted EPS:

    

Net income available to common shareholders

  $8,836    $9,556  
  

 

 

   

 

 

 

Diluted weighted average common shares:

    

Weighted average common shares

   18,281,353     18,140,749  

Stock options and performance shares

   408,489     395,230  
  

 

 

   

 

 

 

Diluted weighted average common shares

   18,689,842     18,535,979  
  

 

 

   

 

 

 

Diluted earnings per common share

  $0.47    $0.52  
  

 

 

   

 

 

 

 

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Note 4. Investments

The gross unrealized gains and losses on, and the cost and fair value of, those investments classified as held-to-maturity at March 31, 2013 are summarized as follows:

 

   Cost or
Amortized Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
  Fair Value 
   (in thousands) 

States and political subdivisions

  $399,453    $29,472    $(193 $428,732  

Corporate bonds

   77,596     1,429     (20  79,005  

Commercial mortgage-backed securities

   51,524     5,453     —      56,977  

U.S. agency-based mortgage-backed securities

   30,077     2,809     —      32,886  

U.S. Treasury securities and obligations of U.S. Government agencies

   11,027     1,597     —      12,624  

Asset-backed securities

   4,011     224     (111  4,124  
  

 

 

   

 

 

   

 

 

  

 

 

 

Totals

  $573,688    $40,984    $(324 $614,348  
  

 

 

   

 

 

   

 

 

  

 

 

 

The gross unrealized gains and losses on, and the cost and fair value of, those investments classified as available-for-sale at March 31, 2013 are summarized as follows:

 

   Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
  Fair Value 
   (in thousands) 

Fixed Maturity:

       

States and political subdivision

  $113,232    $4,579    $(444 $117,367  

Corporate bonds

   52,055     636     (12  52,679  

U.S. agency-based mortgage-backed securities

   11,089     23     (1,046  10,066  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total Fixed Maturity

   176,376     5,238     (1,502  180,112  

Equity securities

   15,336     761     (900  15,197  
  

 

 

   

 

 

   

 

 

  

 

 

 

Totals

  $191,712    $5,999    $(2,402 $195,309  
  

 

 

   

 

 

   

 

 

  

 

 

 

The gross unrealized gains and losses on, and the cost and fair value of, those investments classified as held-to-maturity at December 31, 2012 are summarized as follows:

 

   Cost or
Amortized Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
  Fair Value 
   (in thousands) 

States and political subdivisions

  $400,687    $31,387    $(106 $431,968  

Corporate bonds

   82,824     1,565     (12  84,377  

Commercial mortgage-backed securities

   51,529     6,433     —      57,962  

U.S. agency-based mortgage-backed securities

   32,984     3,063     (5  36,042  

U.S. Treasury securities and obligations of U.S. Government agencies

   11,034     1,721     —      12,755  

Asset-backed securities

   4,229     192     (176  4,245  
  

 

 

   

 

 

   

 

 

  

 

 

 

Totals

  $583,287    $44,361    $(299 $627,349  
  

 

 

   

 

 

   

 

 

  

 

 

 

 

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The gross unrealized gains and losses on, and the cost and fair value of, those investments classified as available-for-sale at December 31, 2012 are summarized as follows:

 

   Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
  Fair Value 
   (in thousands) 

Fixed Maturity:

       

States and political subdivision

  $93,362    $5,022    $(142 $98,242  

Corporate bonds

   39,211     623     (24  39,810  

U.S. agency-based mortgage-backed securities

   11,941     5     (859  11,087  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total Fixed Maturity

   144,514     5,650     (1,025  149,139  

Equity securities

   7,000     451     (685  6,766  
  

 

 

   

 

 

   

 

 

  

 

 

 

Totals

  $151,514    $6,101    $(1,710 $155,905  
  

 

 

   

 

 

   

 

 

  

 

 

 

A summary of the cost or amortized cost and fair value of investments in fixed maturity securities, classified as held-to-maturity at March 31, 2013, by contractual maturity, is as follows:

 

Remaining Time to Maturity

  Carrying Value   Fair Value 
   (in thousands) 

Less than one year

  $67,683    $68,316  

One to five years

   151,891     160,322  

Five to ten years

   134,470     149,054  

More than ten years

   134,032     142,669  

U.S. agency-based mortgage-backed securities

   30,077     32,886  

Commercial mortgage-backed securities

   51,524     56,977  

Asset-backed securities

   4,011     4,124  
  

 

 

   

 

 

 

Total

  $573,688    $614,348  
  

 

 

   

 

 

 

A summary of the cost or amortized cost and fair value of investments in fixed maturity securities, classified as available-for-sale at March 31, 2013, by contractual maturity, is as follows:

 

Remaining Time to Maturity

  Carrying Value   Fair Value 
   (in thousands) 

Less than one year

  $15,019    $15,066  

One to five years

   29,431     29,791  

Five to ten years

   18,914     19,608  

More than ten years

   101,923     105,581  

U.S. agency-based mortgage-backed securities

   11,089     10,066  
  

 

 

   

 

 

 

Total

  $176,376    $180,112  
  

 

 

   

 

 

 

 

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The following table summarizes, as of March 31, 2013, gross unrealized losses on securities that were at a loss for either less than twelve months or twelve months or greater:

 

   As of March 31, 2013 
   Less Than 12 Months   12 Months or Greater   Total 
   Fair Value of
Investments
with
Unrealized
Losses
   Gross
Unrealized
Losses
   Fair Value of
Investments
with
Unrealized
Losses
   Gross
Unrealized
Losses
   Fair Value of
Investments
with
Unrealized
Losses
   Gross
Unrealized
Losses
 
   (in thousands) 
Held-to-Maturity            

Fixed maturity securities:

            

Corporate bonds

  $20,763    $20    $ —      $—      $20,763    $20  

States and political subdivisions

   16,824     193     —       —       16,824     193  

Asset-backed securities

   —       —       2,243     111     2,243     111  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total held-to-maturity securities

   37,587     213     2,253     111     39,840     324  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Available-for Sale            

Fixed maturity securities:

            

Corporate bonds

  $11,381    $12    $ —      $—      $11,381    $12  

States and political subdivisions

   31,529     444     —       —       31,529     444  

U.S. agency-based mortgage-backed securities

   8,731     1,046     —       —       8,731     1,046  

Equity Securities

   4,942     440     1,492     460     6,434     900  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total available-for-sale securities

   56,583     1,942     1,492     460     58,075     2,402  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $94,170    $2,155    $3,745    $571    $97,915    $2,726  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table summarizes, as of December 31, 2012, gross unrealized losses on securities that were at a loss for either less than twelve months or twelve months or greater:

 

   As of December 31, 2012 
   Less Than 12 Months   12 Months or Greater   Total 
   Fair Value of
Investments
with
Unrealized
Losses
   Gross
Unrealized
Losses
   Fair Value of
Investments
with
Unrealized
Losses
   Gross
Unrealized
Losses
   Fair Value of
Investments
with
Unrealized
Losses
   Gross
Unrealized
Losses
 
   (in thousands) 
Held-to-Maturity            

Fixed maturity securities:

            

Corporate bonds

  $10,734    $12    $ —      $—      $10,734    $12  

State and political subdivisions

   11,913     106     —       —       11,913     106  

U.S. agency-based mortgage-backed securities

   117     —       68     5     185     5  

Asset-backed securities

   —       —       2,277     176     2,277     176  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total held-to-maturity securities

   22,764     118     2,345     181     25,109     299  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Available-for Sale            

Fixed maturity securities:

            

Corporate bonds

  $6,411    $24    $ —      $—      $6,411    $24  

States and political subdivisions

   6,281     142     —       —       6,281     142  

U.S. agency-based mortgage-backed securities

   10,919     859     —       —       10,919     859  

Equity Securities

   4,186     685     —       —       4,186     685  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total available-for-sale securities

   27,797     1,710     —       —       27,797     1,710  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $50,561    $1,828    $2,345    $181    $52,906    $2,009  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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We regularly review our investment portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of our investments. We consider various factors in determining if a decline in the fair value of an individual security is other-than-temporary. The key factors we consider are:

 

  

any reduction or elimination of dividends, or nonpayment of scheduled principal or interest payments;

 

  

the financial condition and near-term prospects of the issuer of the applicable security, including any specific events that may affect its operations or earnings;

 

  

how long and by how much the fair value of the security has been below its cost or amortized cost;

 

  

any downgrades of the security by a rating agency;

 

  

our intent not to sell the security for a sufficient time period for it to recover its value;

 

  

the likelihood of being forced to sell the security before the recovery of its value; and

 

  

an evaluation as to whether there are any credit losses on debt securities.

We reviewed all securities with unrealized losses in accordance with the impairment policy described above. We determined that the unrealized losses in the fixed maturity securities portfolios related primarily to changes in market interest rates since the date of purchase, current conditions in the capital markets and the impact of those conditions on market liquidity and prices generally. We expect to recover the carrying value of these securities since management does not intend to sell the securities and it is not more likely than not that we will be required to sell the security before the recovery of its amortized cost basis. In addition, none of the unrealized losses on debt securities are considered credit losses.

As a result of the review of our investment portfolio, there were no impairment losses recognized for other-than-temporary declines in the fair value of our investments in the three months ended March 31, 2013.

Note 5. Income Taxes

In accordance with FASB ASC Topic 740, “Income Taxes,” we provide for the recognition and measurement of deferred income tax benefits based on the likelihood of their realization in future years. As of March 31, 2013, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions recognized for the quarters ended March 31, 2013 and 2012.

Tax years 2008 through 2012 are subject to examination by the federal and state taxing authorities. In April 2012, the Company was notified by the Internal Revenue Service that the examination for tax year 2009 had been completed. The Internal Revenue Service concluded that the Company properly computed the 2009 net long-term capital loss carryback of $8.1 million and the resulting $2.9 million credit was processed.

 

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Note 6. Comprehensive Income and Accumulated Other Comprehensive Income

Comprehensive income was $8.3 million for the three months ended March 31, 2013, compared to $9.5 million for the three months ended March 31, 2012. The difference between net income as reported and comprehensive income was due to changes in unrealized gains and losses, net of tax.

The following table presents the changes in the Company’s accumulated other comprehensive income (AOCI) for the three months ended March 31, 2013.

 

   Changes in Net
Unrealized Gains on
Investment Securities
Having No Credit
Losses Recognized in
the Consolidated
Statement of Income
  Changes in Net
Unrealized Gains on
Investment Securities
Having Credit Losses
Recognized in the
Consolidated Statement
of Income
   Total
Accumulated
Other
Comprehensive
Income
 
   (in thousands) 

Balance at December 31, 2012

  $2,966   $13    $2,979  
  

 

 

  

 

 

   

 

 

 

Other comprehensive income (loss) before reclassifications

   (531  —       (531

Amounts reclassified from accumulated other comprehensive income

   (14  —       (14
  

 

 

  

 

 

   

 

 

 

Net current-period other comprehensive income (loss)

   (545  —       (545
  

 

 

  

 

 

   

 

 

 

Balance at March 31, 2013

  $2,421   $13    $2,434  
  

 

 

  

 

 

   

 

 

 

The following table presents the pretax and related income tax expense (benefit) components of the amounts reclassified from the Company’s accumulated other comprehensive income to the Company’s consolidated statement of income for the three months ended March 31, 2013 and 2012.

 

   Three Months
Ended
March 31,
 
   2013  2012 
   (in thousands) 

Reclassification adjustments related to unrealized gains on investment securities:

   

Having no credit losses recognized in the consolidated statement of income (1)

  $(22 $(343

Income tax expense (2)

   (8  (120
  

 

 

  

 

 

 

Total reclassifications, net of taxes

  $(14 $(223
  

 

 

  

 

 

 

 

(1)(Increases) decreases net realized gains on investments on the consolidated statement of income.
(2)(Increases) decreases income tax expense on the consolidated statement of income.

 

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The following table presents the pretax components of other comprehensive income (loss) and related income tax expense for the three months ended March 31, 2013 and 2012.

 

   Three Months Ended
March 31,
 
   2013  2012 
   (in thousands) 

Changes in net unrealized gains on investment securities:

   

Having no credit losses recognized in the consolidated statement of income

  $(838 $(82

Income tax expense

   (293  (29
  

 

 

  

 

 

 

Total other comprehensive income (loss), net of taxes

  $(545 $(53
  

 

 

  

 

 

 

Note 7. Fair Value Measurements

We carry available-for-sale securities at fair value in our consolidated financial statements and determine fair value measurements and disclosure in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures.”

The Company determined the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard defines fair value, describes three levels of inputs that may be used to measure fair value, and expands disclosures about fair value measurements.

Fair value is defined in ASC Topic 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is the price to sell an asset or transfer a liability and, therefore, represents an exit price, not an entry price. Fair value is the exit price in the principal market (or, if lacking a principal market, the most advantageous market) in which the reporting entity would transact. Fair value is a market-based measurement, not an entity-specific measurement, and, as such, is determined based on the assumptions that market participants would use in pricing the asset or liability. The exit price objective of a fair value measurement applies regardless of the reporting entity’s intent and/or ability to sell the asset or transfer the liability at the measurement date.

ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present value amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset, also known as current replacement cost. Valuation techniques used to measure fair value are to be consistently applied.

In ASC Topic 820, inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable:

 

  

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.

 

  

Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Valuation techniques used to measure fair value are intended to maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

 

  

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

  

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data.

 

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Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are to be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters.

The fair values of the Company’s investments are based upon prices provided by an independent pricing service. The Company has reviewed these prices for reasonableness and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2013.

The fair value of the Company’s held-to-maturity portfolio as of March 31, 2013 is classified within Level 2 of the fair value hierarchy.

At March 31, 2013, assets and liabilities measured at fair value on a recurring basis are summarized below:

 

   Level 1
Inputs
   Level 2
Inputs
   Level 3
Inputs
   Total Fair
Value
 
   (in thousands) 

Securities available for sale—equity

        

Domestic common stock

  $15,197    $ —      $—      $15,197  

Securities available for sale—fixed maturity

        

States and political subdivisions

   —       117,367     —       117,367  

Corporate bonds

   —       52,679     —       52,679  

U.S. agency-based mortgage-backed securities

   —       10,066     —       10,066  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available for sale—fixed maturity

   —      $180,112     —       180,112  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available for sale

  $15,197    $180,112    $—      $195,309  
  

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2012, assets and liabilities measured at fair value on a recurring basis are summarized below:

 

   Level 1
Inputs
   Level 2
Inputs
   Level 3
Inputs
   Total Fair
Value
 
   (in thousands) 

Securities available for sale—equity

        

Domestic common stock

  $6,766    $ —      $—      $6,766  

Securities available for sale—fixed maturity

        

States and political subdivisions

   —       98,242     —       98,242  

Corporate bonds

   —       39,810     —       39,810  

U.S. agency-based mortgage-backed securities

   —       11,087     —       11,087  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available for sale—fixed maturity

   —      $149,139    $—      $149,139  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available for sale

  $6,766    $149,139    $—      $155,905  
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company determines fair value amounts for financial instruments using available third-party market information. When such information is not available, the Company determines the fair value amounts using appropriate valuation methodologies. Nonfinancial instruments such as real estate, property and equipment, deferred policy acquisition costs, deferred income taxes and loss and loss adjustment expense reserves are excluded from the fair value disclosure.

Cash and Cash Equivalents—The carrying amounts reported in the accompanying consolidated balance sheets for these financial instruments approximate their fair values, which are characterized as a Level 1 asset.

Investments—The fair values for fixed maturity and equity securities are based on prices obtained from an independent pricing service. Fixed maturity securities are characterized as a Level 2 asset, as their fair value are determined using observable market inputs. Equity securities are characterized as Level 1 assets, as their fair values are based on quoted prices in active markets.

 

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Table of Contents

Short Term Investments—The carrying amounts reported in the accompanying consolidated balance sheets for these financial instruments approximate their fair values. These securities are characterized as a Level 2 asset in the fair value hierarchy.

The following table summarizes the carrying or reported values and corresponding fair values for financial instruments:

 

   As of March 31, 2013   As of December 31, 2012 
   Carrying
Amount
   Fair
Value
   Carrying
Amount
   Fair
Value
 
   (in thousands) 

Assets:

        

Fixed maturity securities—held-to-maturity

  $573,688    $614,348    $583,287    $627,349  

Fixed maturity securities—available-for-sale

   180,112     180,112     149,139     149,139  

Equity securities

   15,197     15,197     6,766     6,766  

Cash and cash equivalents

   75,294     75,294     92,676     92,676  

Short-term Investments

   74,420     74,420     68,924     68,924  

Note 8. Treasury Stock

The Board of Directors initially authorized the Company’s share repurchase program in February 2010. In October 2011, the Board reauthorized this program with a new limit of $25.0 million. In October 2012, the Board extended the share repurchase program through December 31, 2013. There were no shares purchased during the three months ended March 31, 2013 and 2012.

Note 9. Variable Interest Entities

In 2004, the Company formed Amerisafe Capital Trust II (“ACT II”) for the sole purpose of issuing $25.0 million in trust preferred securities. ACT II used the proceeds from the sale of these securities and the Company’s initial capital contribution to purchase $25.8 million of subordinated debt securities from the Company. In May 2012, the Company redeemed $12.9 million of the $25.8 million aggregate principal amount of subordinated debt securities. In May 2012, the Company’s Board of Directors authorized the redemption of the remaining $12.9 million principal amount of subordinated debt securities. The Company redeemed the remaining shares from ACT II in August 2012 and the trust was canceled.

Note 10. Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued updated guidance to improve the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement of income or in the notes, separately for each component of comprehensive income, the current period reclassifications out of accumulated other comprehensive income by the respective line items of net income affected by the reclassification.

The updated guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the updated guidance effective March 31, 2013, and such adoption did not have any effect on the Company’s results of operations, financial position or liquidity.

Note 11. Subsequent Events

The Company’s Board of Directors declared a quarterly cash dividend of $0.08 per share, payable on June 26, 2013 to shareholders of record as of June 12, 2013. The Board intends to consider the payment of a regular cash dividend each calendar quarter. On an annualized basis, the cash dividend is currently expected to be $0.32 per share.

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included in Item 1 of this Quarterly Report on Form 10-Q, together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2012.

We begin our discussion with an overview of our Company to give you an understanding of our business and the markets we serve. We then discuss our critical accounting policies. This is followed with a discussion of our results of operations for the three months ended March 31, 2013 and 2012. This discussion includes an analysis of certain significant period-to-period variances in our consolidated statements of income. Our cash flows and financial condition are discussed under the caption “Liquidity and Capital Resources.”

 

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Table of Contents

Business Overview

AMERISAFE is a holding company that markets and underwrites workers’ compensation insurance through its insurance subsidiaries. Workers’ compensation insurance covers statutorily prescribed benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. Our business strategy is focused on providing this coverage to small to mid-sized employers engaged in hazardous industries, principally construction, manufacturing and agriculture. Employers engaged in hazardous industries pay substantially higher than average rates for workers’ compensation insurance compared to employers in other industries, as measured per payroll dollar. The higher premium rates are due to the nature of the work performed and the inherent workplace danger of our target employers. Hazardous industry employers also tend to have less frequent but more severe claims as compared to employers in other industries due to the nature of their businesses. We employ a proactive, disciplined approach to underwriting employers and providing comprehensive services intended to lessen the overall incidence and cost of workplace injuries. We provide safety services at employers’ workplaces as a vital component of our underwriting process and also to promote safer workplaces. We utilize intensive claims management practices that we believe permit us to reduce the overall cost of our claims. In addition, our audit services ensure that our policyholders pay the appropriate premiums required under the terms of their policies and enable us to monitor payroll patterns that cause underwriting, safety or fraud concerns. We believe that the higher premiums typically paid by our policyholders, together with our disciplined underwriting and safety, claims and audit services, provide us with the opportunity to earn attractive returns for our shareholders.

We actively market our insurance in 30 states and the District of Columbia through independent agencies, as well as through our wholly owned insurance agency subsidiary. We are also licensed in an additional 17 states and the U.S. Virgin Islands.

Critical Accounting Policies

Understanding our accounting policies is key to understanding our financial statements. Management considers some of these policies to be very important to the presentation of our financial results because they require us to make significant estimates and assumptions. These estimates and assumptions affect the reported amounts of our assets, liabilities, revenues and expenses and related disclosures. Some of the estimates result from judgments that can be subjective and complex and, consequently, actual results in future periods might differ from these estimates.

Management believes that the most critical accounting policies relate to the reporting of reserves for loss and loss adjustment expenses, including losses that have occurred but have not been reported prior to the reporting date, amounts recoverable from reinsurers, premiums receivable, assessments, deferred policy acquisition costs, deferred income taxes, the impairment of investment securities and share-based compensation. These critical accounting policies are more fully described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2012.

 

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Table of Contents

Results of Operations

The following table summarizes our consolidated financial results for the three months ended March 31, 2013 and 2012.

 

   Three Months Ended
March 31,
 
   2013  2012 
   

(Dollars in thousands, except per share data)

(unaudited)

 

Gross premiums written

  $99,123   $84,924  

Net premiums earned

   79,709    69,790  

Net investment income

   6,670    6,914  

Total revenues

   86,512    78,654  

Total expenses

   75,432    67,221  
  

 

 

  

 

 

 

Net income

  $8,851   $9,561  
  

 

 

  

 

 

 

Diluted earnings per common share

  $0.47   $0.52  
  

 

 

  

 

 

 

Other Key Measures

   

Net combined ratio (1)

   94.7  96.0

Return on average equity (2)

   9.2  10.8

Book value per share (3)

  $21.20   $19.78  

 

(1)The net combined ratio is calculated by dividing the sum of loss and loss adjustment expenses incurred, underwriting and certain other operating costs, commissions, salaries and benefits, and policyholder dividends by the current period’s net premiums earned.
(2)Return on average equity is calculated by dividing the annualized net income by the average shareholders’ equity for the applicable period.
(3)Book value per share is calculated by dividing shareholders’ equity by total outstanding shares.

Consolidated Results of Operations for Three Months Ended March 31, 2013 Compared to March 31, 2012

Gross Premiums Written. Gross premiums written for the quarter ended March 31, 2013 were $99.1 million, compared to $84.9 million for the same period in 2012, an increase of 16.7%. The increase was attributable to a $12.6 million increase in annual premiums on voluntary policies written during the period, a $0.6 million increase in assumed premium from mandatory pooling arrangements and a $0.6 million increase in premiums resulting from payroll audits and related premium adjustments for policies written in previous quarters.

Net Premiums Written. Net premiums written for the quarter ended March 31, 2013 were $94.6 million, compared to $81.0 million for the same period in 2012, an increase of 16.8%. The increase was primarily attributable to the increase in gross premiums written. As a percentage of gross premiums earned, ceded premiums were 5.3% for the first quarter of 2013 and 2012. For additional information, see Item 1, “Business—Reinsurance” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Net Premiums Earned. Net premiums earned for the first quarter of 2013 were $79.7 million, compared to $69.8 million for the same period in 2012, an increase of 14.2%. The increase was attributable to the increase in net premiums written in the quarter, offset by an increase in unearned premiums.

Net Investment Income. Net investment income for the quarter ended March 31, 2013 was $6.7 million, compared to $6.9 million for the same period in 2012. Average invested assets, including cash and cash equivalents, were $912.3 million in the quarter ended March 31, 2013, compared to an average of $863.4 million for the same period in 2012, an increase of 5.7%. The pre-tax investment yield on our investment portfolio was 2.9% and 3.2% per annum during the quarters ended March 31, 2013 and 2012 respectively. The tax-equivalent yield on our investment portfolio was 4.2% per annum for the quarter ended March 31, 2013, compared to 4.5% per annum for the same period in 2012. The tax-equivalent yield is calculated using the effective interest rate and a 35% marginal tax rate.

Net Realized Gains on Investments. Net realized gains on investments for the three months ended March 31, 2013 were immaterial compared to net realized gains of $1.8 million for the same period in 2012. Net realized gains in the first quarter of 2012 were attributable to realized gains from the sale of equity securities and fixed maturity securities from the available-for-sale portfolio.

 

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Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses (LAE) incurred totaled $56.0 million for the three months ended March 31, 2013, compared to $51.8 million for the same period in 2012, an increase of $4.2 million, or 8.1%. The current accident year losses and LAE incurred were $58.4 million, or 73.2% of net premiums earned, compared to $53.4 million, or 76.5% of net premiums earned, for the same period in 2012. We recorded favorable prior accident year development of $2.4 million in the first quarter of 2013, compared to $1.6 million in the same period of 2012, as further discussed below in “Prior Year Development.” Our net loss ratio was 70.3% in the first quarter of 2013, compared to 74.3% for the same period of 2012.

Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits. Underwriting and certain other operating costs, commissions and salaries and benefits for the quarter ended March 31, 2013 were $18.9 million, compared to $14.7 million for the same period in 2012, an increase of 28.3%. This increase was primarily due to a $2.3 million increase in insurance related assessments, a $1.0 million decrease in experience-rated commissions, and a $0.9 million increase in commission expense. Offsetting these increases was a $0.4 million decrease in premium taxes. Our expense ratio was 23.7% in the first quarter of 2013 compared to 21.1% in the first quarter of 2012.

Interest expense. There was no interest expense for the first quarter of 2013 compared to $0.3 million for the same period in 2012. There were no weighted average borrowings for the quarter ended March 31, 2013 compared to $25.8 million for the same period in 2012. The weighted average interest rate was 4.3% per annum for the first quarter of 2012.

Income tax expense. Income tax expense for the three months ended March 31, 2012 was $2.2 million, compared to $1.9 million for the same period in 2012. The increase was attributable to an increase in the effective tax rate to 20.1% in the first quarter of 2013 from 16.4% in the first quarter of 2012. The increase in the effective tax rate was attributable to a lower ratio of tax-exempt investment income to pre-tax income in the first quarter of 2013 compared to the first quarter of 2012.

Liquidity and Capital Resources

Our principal sources of operating funds are premiums, investment income and proceeds from sales and maturities of investments. Our primary uses of operating funds include payments of claims and operating expenses. Currently, we pay claims using cash flow from operations and invest the excess.

Net cash provided by operating activities was $21.8 million for the three months ended March 31, 2013, which represented a $3.7 million increase from $18.1 million in net cash provided by operating activities for the three months ended March 31, 2012. This increase in operating cash flow was attributable to a $6.4 million increase in premium collections, a $1.2 million decrease in federal income taxes paid and a $1.1 million increase in investment income. Offsetting these increases were a $2.8 million increase in losses paid, a $1.1 million decrease in the payable for securities sold and a $1.0 million increase in underwriting expenses paid.

Net cash used in investing activities was $39.2 million for the three months ended March 31, 2013, compared to net cash provided by investment activities of $0.2 million for the same period in 2012. Cash provided by sales and maturities of investments totaled $78.3 million for the three months ended March 31, 2013, compared to $73.6 million for the same period in 2012. A total of $117.3 million in cash was used to purchase investments in the three months ended March 31, 2013, compared to $73.4 million in purchases for the same period in 2012.

Net cash used in financing activities in the three months ended March 31, 2013 was immaterial compared to $0.0 million for the same period in 2012. In the three months ended March, 31, 2013 and 2012, there were no repurchases of outstanding shares of our common stock. There were proceeds of $0.9 million from stock option exercises in the three months ended March 31, 2013. There were no proceeds from stock option exercises in the three months ended March 31, 2012. During the three months ended March 31, 2013, there was a tax benefit of share based payments in the amount of $0.6 million compared to none in the same period of 2012. Offsetting these increases was a dividend to stockholders of $1.5 million in the three months ended March 31, 2013 compared to none in the same period of 2012.

The Board of Directors initially authorized the Company’s share repurchase program in February 2010. In October 2011 and 2012, the Board reauthorized this program. As of December 31, 2012, we had repurchased a total of 1,258,250 shares of our outstanding common stock for $22.4 million. The Company had $24.4 million available for future purchases at December 31, 2012 under this program. There were no shares purchased during the three months ended March 31, 2013 and 2012. We intend to purchase shares of our common stock from time to time depending upon market conditions and subject to applicable regulatory considerations. It is anticipated that future purchases will be funded from available capital.

The Company’s Board of Directors declared its first quarterly cash dividend of $0.08 per share, which was paid on March 28, 2013 to shareholders of record as of March 14, 2013.

 

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The Company’s Board of Directors declared a quarterly cash dividend of $0.08 per share, payable on June 26, 2013 to shareholders of record as of June 12, 2013. The Board intends to consider the payment of a regular cash dividend each calendar quarter. On an annualized basis, the cash dividend is currently expected to be $0.32 per share.

Investment Portfolio

As of March 31, 2013, our investment portfolio, including cash and cash equivalents, totaled $918.7 million, an increase of 5.8% from March 31, 2012. Effective April 1, 2010, purchases of fixed maturity securities are classified as available-for-sale or held-to-maturity based on the individual security. Such classification is made at the time of purchase. The reported value of our fixed maturity securities classified as held-to-maturity, as defined by FASB ASC Topic 320, “Investments-Debt and Equity Securities,” was equal to their amortized cost, and thus was not impacted by changing interest rates. Our equity securities and fixed maturity securities classified as available-for-sale were reported at fair value.

The composition of our investment portfolio, including cash and cash equivalents, as of March 31, 2013, is shown in the following table:

 

   Carrying
Value
   Percentage of
Portfolio
 
   (in thousands) 

Fixed maturity securities—held-to-maturity:

    

States and political subdivisions

  $399,453     43.5

U.S. agency-based mortgage-backed securities

   30,077     3.3

Commercial mortgage-backed securities

   51,524     5.6

U.S. Treasury securities and obligations of U.S. Government agencies

   11,027     1.2

Corporate bonds

   77,596     8.4

Asset-backed securities

   4,011     0.4
  

 

 

   

 

 

 

Total fixed maturity securities—held-to-maturity

   573,688     62.4
  

 

 

   

 

 

 

Fixed maturity securities—available-for-sale:

    

States and political subdivisions

   117,367     12.8

U.S. agency-based mortgage-backed securities

   10,066     1.1

Corporate bonds

   52,679     5.7
  

 

 

   

 

 

 

Total fixed maturity securities—available-for-sale

   180,112     19.6
  

 

 

   

 

 

 

Equity securities

   15,197     1.7

Short-term investments

   74,420     8.1

Cash and cash equivalents

   75,294     8.2
  

 

 

   

 

 

 

Total investments, including cash and cash equivalents

  $918,711     100.0
  

 

 

   

 

 

 

Our securities classified as available-for-sale are “marked to market” as of the end of each calendar quarter. As of that date, unrealized gains and losses are recorded to Accumulated Other Comprehensive Income, except when such securities are deemed to be other-than-temporarily impaired. For our securities classified as held-to-maturity, unrealized gains and losses are not recorded in the financial statements until realized or until a decline in fair value, below amortized cost, is deemed to be other-than-temporary.

 

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Prior Year Development

The Company recorded favorable prior accident year development of $2.4 million in the three months ended March 31, 2013. The table below sets forth the favorable or unfavorable development for the three months ended March 31, 2013 and 2012 for accident years 2008 through 2012 and, collectively, for all accident years prior to 2008.

 

   Favorable/(Unfavorable) Development 
   Three Months Ended
March 31, 2013
   Three Months Ended
March 31, 2012
 
   (in millions) 

Accident Year

    

2012

  $0.1    $—    

2011

   —       (3.6

2010

   0.2     0.1  

2009

   1.1     0.3  

2008

   0.8     2.8  

Prior to 2008

   0.2     2.0  
  

 

 

   

 

 

 

Total net development

  $2.4    $1.6  
  

 

 

   

 

 

 

The table below sets forth the number of open claims as of March 31, 2013 and 2012, and the number of claims reported and closed during the three months then ended.

 

   Three Months Ended
March 31,
 
   2013  2012 

Open claims at beginning of period

   4,964    5,184  

Claims reported

   1,260    1,371  

Claims closed

   (1,145  (1,458
  

 

 

  

 

 

 

Open claims at end of period

   5,079    5,097  
  

 

 

  

 

 

 

The number of open claims at March 31, 2013 decreased by 18 claims as compared to the number of open claims at March 31, 2012. Efforts continue to close prior year claims, especially in those circumstances where the claim could be settled for less than the corresponding case reserve amount (which amount represents the estimated ultimate cost to settle the claim, undiscounted). Management believes that these efforts have contributed, in part, to the favorable prior accident year development recorded for the three months ended March 31, 2013.

Our reserves for loss and loss adjustment expenses are inherently uncertain and our focus on providing workers’ compensation insurance to employers engaged in hazardous industries results in our receiving relatively fewer but more severe claims than many other workers’ compensation insurance companies. As a result of this focus on higher severity, lower frequency business, our reserve for loss and loss adjustment expenses may have greater volatility than other workers’ compensation insurance companies. For additional information, see Item 1, “Business—Loss Reserves” in our Annual Report on Form 10-K for the year ended December 31, 2012.

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of potential economic loss principally arising from adverse changes in the fair value of financial instruments. The major components of market risk affecting us are credit risk, interest rate risk and equity price risk. We currently have no exposure to foreign currency risk.

Since December 31, 2012, there have been no material changes in the quantitative or qualitative aspect of our market risk profile. For additional information regarding the Company’s exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

 

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Item 4.Controls and Procedures.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms. We note that the design of any system of controls is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.

There have not been any changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

The Board of Directors initially authorized the Company’s share repurchase program in February 2010. In October 2011 and 2012, the Board reauthorized this program. As of December 31, 2012, we had repurchased a total of 1,258,250 shares of our outstanding common stock for $22.4 million. There were no shares purchased during the three months ended March 31, 2013 and 2012. We intend to purchase shares of our common stock from time to time depending upon market conditions and subject to applicable regulatory considerations. It is anticipated that future purchases will be funded from available capital. The approximate dollar value of shares that may yet be purchased under the program is $24.4 million.

 

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Item 6.Exhibits.

 

Exhibit

No.

  

Description

  10.1  Employment Agreement dated April 1, 2013 by and between the Company and Michael Grasher
  10.2  Employment Agreement dated April 1, 2013 by and between the Company and Geoffrey R. Banta
  31.1  Certification of C. Allen Bradley, Jr. filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2  Certification of G. Janelle Frost filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1  Certification of C. Allen Bradley, Jr. and G. Janelle Frost filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*  XBRL Instance Document
101.SCH*  XBRL Taxonomy Extension Schema Document
101.CAL*  XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*  XBRL Taxonomy Extension Label Linkbase Document
101.PRE*  XBRL Taxonomy Extension Presentation Linkbase Document

 

*XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  AMERISAFE, INC.

May 3, 2013

  

/S/ C. ALLEN BRADLEY, JR.

  C. Allen Bradley, Jr.
  Chairman and Chief Executive Officer
  (Principal Executive Officer)

May 3, 2013

  

/S/ G. JANELLEFROST

  G. Janelle Frost
  Executive Vice President and Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit

No.

  

Description

  10.1  Employment Agreement dated April 1, 2013 by and between the Company and Michael Grasher
  10.2  Employment Agreement dated April 1, 2013 by and between the Company and Geoffrey R. Banta
  31.1  Certification of C. Allen Bradley, Jr. filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2  Certification of G. Janelle Frost filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1  Certification of C. Allen Bradley, Jr. and G. Janelle Frost filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*  XBRL Instance Document
101.SCH*  XBRL Taxonomy Extension Schema Document
101.CAL*  XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*  XBRL Taxonomy Extension Label Linkbase Document
101.PRE*  XBRL Taxonomy Extension Presentation Linkbase Document

 

*XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

 

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