As filed with the Securities and Exchange Commission on October 5, 2005
Registration No. 333-127133
SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
Pre-Effective Amendment No. 2
to
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERISAFE, INC.
(ExactInc.
(Exact name of Registrantregistrant as specified in its charter)
| Texas (State or other jurisdiction of incorporation or organization) | 6331 (Primary Standard Classification Code Number) | 75-2069407 (I.R.S. Employer Identification No.) |
2301 HIGHWAYHighway 190 WEST
DERIDDER, LOUISIANAWest
DeRidder, Louisiana 70634
318-463-9052
(Address
(337) 463-9052
(Address, including zip code, and telephone number, including area code, of Registrant'sregistrant’s principal executive offices)
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MARK R. ANDERSON
PRESIDENT
Arthur L. Hunt
Executive Vice President and General Counsel
2301 HIGHWAYHighway 190 WEST
DERIDDER, LOUISIANAWest
DeRidder, Louisiana 70634
318-463-9052
(Name,
(337) 463-9052
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
| James E. Lisa K. Durham Jones Day 2727 North Harwood Street Dallas, Texas 75201 (214) 220-3939 | J. Brett Pritchard Lord, Bissell & 115 South LaSalle Street Chicago, Illinois 60603 (312) 443-0700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after thisthe Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / /o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
(1) Includes 1,650,000 shareso
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Underwriters haveSecurities Act of 1933 or until the option to purchase
to cover over-allotments, if any.
(2) Estimated solely forRegistration Statement shall become effective on the purpose of determiningdate as the registration feeCommission, acting pursuant to Rule 457(a).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)said Section 8(a), MAY DETERMINE.
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* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
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may determine.
| The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. |
SUBJECT TO COMPLETION, DATED AUGUST 13, 1996
PROSPECTUS
, 2005
 | Shares AMERISAFE, Common Stock |
This is the initial public offering of theour common stock. We are offering shares of Class A Common Stock offered hereby (the "Offering")
are being sold by AMERISAFE, Inc. ("AMERISAFE" or the "Company").common stock.
Prior to this Offering,offering, there has not been ano public market for the Class A Common Stock of the
Company. It isour common stock. We currently estimatedestimate that the initial public offering price will be $15.00between $ and $ per share. See "Underwriting"“Underwriting” for information relatinga discussion of the factors to the factorsbe considered in determining the initial public offering price. Application has
been made
We have applied to have the Class A Common Stock listedour shares of common stock approved for listing on the New York Stock ExchangeNasdaq National Market under the symbol "ASF." Each share“AMSF.”
Investing in our common stock involves risks. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our common stock.
| Per Share | Total | |||||||
| Initial public offering price | $ | $ | ||||||
| Underwriting discount* | $ | $ | ||||||
| Proceeds, before expenses, to us | $ | $ | ||||||
| * | See “Underwriting” on page 106 for a description of the underwriters’ compensation. |
To the extent that the underwriters sell more than shares of Class A Common Stock has one vote and each
share ofcommon stock, the Company's Class B Common Stock has ten votes on all matters that
may be submitted to a vote or consent of theselling shareholders of the Company.
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SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
THE CLASS A COMMON STOCK OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses of the Offering estimated at $ payable by
the Company.
(3) The Company hashave granted the Underwritersunderwriters a 30-day option to purchase up to 1,650,000 additional shares of Class A Common Stock oncommon stock at the same terms as set
forth above solelyinitial public offering price, less the underwriting discount, to cover over-allotments, if any. If such optionWe will not receive any of the proceeds from the sale of shares by the selling shareholders.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is exercised in full,a criminal offense.
The underwriters expect to deliver the total Price to Public, Underwriting Discounts and
Commissions, and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."
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The shares of Class A Common Stock are being offered by the several
Underwriters named herein, subjectour common stock to prior sale, when, as and if accepted by
them and subject to certain conditions. It is expected that certificates for
shares of Class A Common Stock offered hereby will be available for deliverypurchasers on or about , 1996, at2005.
Friedman Billings Ramsey
| Keefe, Bruyette & Woods |
| William Blair & Company |
The date of this prospectus is , 2005.
TABLE OF CONTENTS
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| Form of Underwriting Agreement | ||||||||
| Consent of Ernst & Young LLP | ||||||||
| Power of Attorney | ||||||||
| Consent of Austin P. Young III | ||||||||
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. Before making a decision to purchase our common stock, you should read the offices of Smith Barney Inc., 333 West 34th
Street, New York, New York 10001.
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SMITH BARNEY INC. PIPER JAFFRAY INC.
, 1996.
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AMERISAFE, INC.
sm
THE MANAGED RESULTS COMPANY
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NOTICE TO NORTH CAROLINA PURCHASERS: THE COMMISSIONER OF INSURANCE OF THE
STATE OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS
THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A COMMON
STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE MANAGED RESULTS COMPANYSM IS A SERVICE MARK OF THE COMPANY. AN
APPLICATION HAS BEEN FILED TO REGISTER THIS MARK WITH THE UNITED STATES PATENT
AND TRADEMARK OFFICE; HOWEVER, NO ASSURANCE CAN BE GIVEN THAT SUCH APPLICATION
WILL BE ACCEPTED.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety byentire prospectus carefully, including the more detailed
information“Risk Factors” and “Forward-Looking Statements” sections and our consolidated financial statements and the notes appearing elsewhereto those financial statements.
Who We Are
We are a specialty provider of workers’ compensation insurance focused on small to mid-sized employers engaged in this Prospectus. Unless otherwise indicated, informationhazardous industries, principally construction, trucking, logging, agriculture, oil and gas, maritime and sawmills. Since commencing operations in this Prospectus
(i) assumes no exercise1986, we have gained significant experience underwriting the complex workers’ compensation exposures inherent in these industries. We provide coverage to employers under state and federal workers’ compensation laws. These laws prescribe wage replacement and medical care benefits that employers are obligated to provide to their employees who are injured in the course and scope of the Underwriters' optiontheir employment.
Employers engaged in hazardous industries tend to purchase up to 1,650,000
additional shares of Class A Common Stock to cover over-allotments, if any, and
(ii) reflects a reorganization of the Company (the "Reorganization") to be
effected immediately prior to the closing of this Offering. See "Recent
Reorganization." Unless the context otherwise requires, references in this
Prospectus to "AMERISAFE" or the "Company" refer to AMERISAFE, Inc. and its
subsidiaries.
THE COMPANY
AMERISAFE provides managed care workers' compensation products and services
primarilyhave less frequent but more severe claims as compared to employers in hazardous occupation industries. The Company offers
its client-employersother industries due to the nature of their businesses. We employ a fully integrated program designed to lower the overall
costs of workers' compensation claims by: (i) implementingproactive, disciplined approach in underwriting employers and applying
workplace safety programs designed to prevent occupational injuries; (ii)
providing immediate, efficient and appropriate managed medical care to injured
workers; and (iii) using intensive personal claims management practices to guide
and encourage injured workers through the recovery and rehabilitation process
with the primary goal of returning the injured worker to work as promptly as
practicable. From 1991 through 1995, the Company has increased its revenues from
$20.3 million to $69.7 million, or a compound annual growth rate of 36.1%. In
this same period, the Company's net income (before cumulative effect of
accounting change) increased from $1.8 million to $9.3 million, or a compound
annual growth rate of 50.8%. As of March 31, 1996, the Company was licensed to
provide workers' compensation coverage andcomprehensive services, in 25 states and the U.S.
Virgin Islands and provided its products and services to approximately 2,900
employers in 16 states, primarily in the southeastern United States.
The Company integrates proactiveincluding safety services withand intensive claims management practices, and quality managed care to produce "managed results." The
Company's managed results approach focuses on creating and maintaining direct,
personal relationships with employers, employees and health care providers in
order to design and promote services which are intended to produce lowerlessen the overall occupational injury costs. The Company designates service teams for each client
in order to foster personal relationships, provide continuityincidence and cost of services and
implement specific solutions for individual client workers' compensation needs.
Since it began operations in 1986, the Company has focused on providing its
managed results products and services toworkplace injuries. Hazardous industry employers whose employees are engaged
in hazardous occupations, primarily the logging industry. Beginning in 1994, the
Company began expanding its client base by targeting employers in other
hazardous occupation industries, including general contracting, trucking, and
oil and gas exploration. Employers engaged in hazardous occupation industries pay substantially higher than average workers'rates for workers’ compensation rates. For example,
the Company's logging clients pay generally an amount equal to 20% to 50% of
their payroll to obtain workers' compensation coverage for their employees,insurance compared to employers in other industries, as measured per payroll dollar. The higher premium rates are due to the nature of clerical workers who pay generally less than 1% of
their payroll to obtain such coverage. The Company believes that the high
severity injuries typically suffered by employees engaged in hazardous
occupationswork performed and the resulting high cost typically incurredinherent workplace danger of our target employers. Our policyholders paid an average rate of $7.76 per $100 of payroll for workers’ compensation insurance in 2004, which was approximately three times the average for all reported occupational class codes, according to the most recent market analyses provided by the National Council on Compensation Insurance, Inc., or NCCI.
We believe the workers’ compensation market in the hazardous industries we target is underserved and competition is fragmented. We compete on the basis of coverage availability, claims management, safety services, payment terms and premium rates. According to the most recent market data reported by the NCCI, which is the official ratings bureau in the majority of states in which we are licensed, total premiums reported for the specific occupational class codes for which we underwrite business was $17 billion. Total premiums reported for all occupational class codes reported by the NCCI for these same jurisdictions was $37 billion.
What We Do
We provide workers’ compensation insurance primarily to employers in providing the mandatory workers'following targeted hazardous industries:
| • | Construction. Includes a broad range of operations such as highway and bridge construction, building and maintenance of pipeline and powerline networks, excavation, commercial construction, roofing, iron and steel erection, tower erection and numerous other specialized construction operations. Our gross premiums written in 2004 for employers in the construction industry were $101.3 million, or 38.3% of total gross premiums written in 2004. | |
| • | Trucking. Includes a large spectrum of diverse operations including contract haulers, regional and local freight carriers, special equipment transporters and other trucking companies that conduct a variety of short- and long-haul operations. Our gross premiums written in 2004 for employers in the trucking industry were $57.8 million, or 21.8% of total gross premiums written in 2004. |
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| • | Logging. Includes tree harvesting operations ranging from labor intensive chainsaw felling and trimming to sophisticated mechanized operations using heavy equipment. Our gross premiums written in 2004 for employers in the logging industry were $30.3 million, or 11.5% of total gross premiums written in 2004. |
We also provide workers’ compensation coverage for such employees
provideinsurance to employers in the greatest opportunity to lower costs by applying the Company's
managed results approach. By focusing on developingagriculture, oil and implementing
client-specific workplace safety techniquesgas, maritime, sawmill and intensive claims management, the
Company believes that substantial cost savings can be achieved when compared to
the traditional workers' compensation approach toother hazardous occupation
industries. By reducing the overall costOur operations are geographically diverse, with no more than 11.0% of providing workers' compensation
coverage to its employer-clients, the Company believes its managed results
approach permits it to price its productsour gross premiums written in 2004 derived from any one state. In 2004, our largest states in terms of gross premiums written were Louisiana (10.6%), Georgia (9.5%), Texas (6.5%), Illinois (6.4%), North Carolina (6.3%) and services competitively.Virginia (5.2%). No other state had gross premiums written in excess of 5.0% of our total gross premiums written in 2004. As of March 31, 1996, more than two-thirds of AMERISAFE's client-employers were
involved in hazardous occupation industries.
The cost to employers of providing workers' compensation benefits in the
United States totaledJune 30, 2005, we had approximately $58 billion in 1994. From 1984 to 1990,
workers' compensation costs increased6,300 voluntary business policyholders with an average annual premium per workers’ compensation policy of 13.3% per year and,approximately $38,000.
We are rated “A-” (Excellent) by A.M. Best Company, which rating is the fourth highest of 15 rating levels. In June 2005, A.M. Best placed our rating under review with negative implications, citing concerns about our risk adjusted capital, credit risk associated with amounts recoverable from 1990 to 1992, workers' compensation costs increased an average of 6.3% per year.
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The substantial growth in the workers' compensation market is primarily
attributable to the increased costs of medical treatment and an increase in
workers' compensation litigation, which affects both medical benefits and
indemnity payments. The Company believes that successful containment of these
expenses depends largely upon early intervention in the claims process and
promptly enabling an injured employee to return to work. The Company also
believes that traditional insurers have focused on high premium volume and
generally maintain minimal staffing. As a result, the Company believes that the
workers' compensation industry is generally characterized by limited safety
services, inefficient claims adjustment processes and ineffective medical cost
management.
The Company's strategy is to utilize its managed results approach in an
effort to prevent workplace injuries, and, when an injury does occur, to arrange
for timely, high quality and cost-effective managed care. The key elements of
the Company's strategy are to (i) focus on hazardous occupation employers, (ii)
improve workplace safety to reduce workplace accidents, (iii) manage care
through personal, direct contact, (iv) direct injured workers to appropriate
health care providers, and (v) pursue growth both internally and through
acquisitions.
BENEFITS TO EXISTING SHAREHOLDERS
The Company will use a portion of the net proceeds of the Offering to repay
indebtedness under the Company's existing credit facility. This credit facility
is secured by a pledge of the Company's outstanding Class B Common Stock held by
Millard E. Morris, the Company's Chairman of the Board of Directors and Chief
Executive Officer,our reinsurers and the stocksomewhat limited financial flexibility of certainour holding company, AMERISAFE. Effective June 30, 2005, we entered into a commutation agreement with one of our reinsurers, Converium Reinsurance (North America), pursuant to which Converium paid us $61.3 million in exchange for a termination and release of three of our five reinsurance agreements with Converium. We believe this commutation agreement substantially addresses the Company's subsidiaries. Upon
this repayment,concern expressed by A.M. Best regarding the credit facility will be cancelled and the pledge of such
stock will be released. Further, in connectionrisk associated with a reorganization of the
Company to be effected immediately prior to the completion of the Offering, the
Company will distribute (i) all of the outstanding capital stock of Auto One
Acceptance Corporation ("AOAC") to Mr. Morris and Mark R. Anderson, the
Company's President, and (ii) shares of two of the Company's existing
subsidiaries to Mr. Morris. Prior to such distribution, the Company will
contribute to AOAC additional capital in the form of a note in the amount of $50
million. This note will be repaid with the proceeds of the Offering. See "Recent
Reorganization" and "Use of Proceeds."
RISK FACTORS
Prospective purchasers of the Class A Common Stock should consider certain
factors affecting the Company and an investment in the Class A Common Stock. See
"Risk Factors."
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THE OFFERING
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(1) Does not include an additional 1,650,000 shares of Class A Common Stock that
may be sold pursuant to the Underwriters' over-allotment option. See
"Underwriting."
(2) Excludes (i) 600,000 shares of Class A Common Stock issuable pursuant to
outstanding stock options having an exercise price of $12.00 per share
granted under the AMERISAFE, Inc. 1996 Stock Incentive Plan (the "Stock
Incentive Plan"), and (ii) 6,000 shares of Class A Common Stock to be issued
to non-employee directors upon completion of the Offering pursuant to the
Stock Incentive Plan. See "Management -- Stock Incentive Plan" and
"Management -- Director Compensation."
(3) See "Description of Capital Stock -- Class A Common Stock and Class B Common
Stock" regarding the conversion rights of the Class B Common Stock.
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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(1) Adjusted to give effect to (i) the Reorganization, (ii) the sale of
11,000,000 shares of Class A Common Stock in the Offering at an assumed
public offering price of $15 per share less the estimated underwriting
discounts and Offering expenses, and (iii)our reinsurance recoverables. Following the application of the net proceeds of this offering, we expect that our under review status will be returned to stable and that A.M. Best will affirm our “A-” (Excellent) rating in late 2005. A.M. Best ratings are directed toward the Offeringconcerns of policyholders and insurance agencies and are not intended for the protection of investors or as described herein. See "Usea recommendation to buy, hold or sell our securities.
As of Proceeds"June 30, 2005, we had total assets of $811.5 million and "Recent Reorganization."
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THE COMPANY
The Companyshareholders’ equity (deficit) plus redeemable preferred stock of $84.4 million. For the year ended December 31, 2004, we produced total revenues of $249.0 million and net income of $10.6 million. For the six months ended June 30, 2005, we produced total revenues of $133.8 million and net loss of $4.3 million. Our results for the six months ended June 30, 2005 included a $13.2 million pre-tax charge related to our commutation with Converium and an $8.7 million pre-tax charge to increase our reserves for loss and loss adjustment expenses.
Our gross premiums are derived from direct premiums and assumed premiums. Direct premiums include premiums from employers who purchase insurance directly from us and who we voluntarily agree to insure, which we refer to as our voluntary business, as well as employers assigned to us under residual market programs implemented by some of the states in which we operate, which we refer to as our assigned risk business. Assumed premiums include premiums from our participation in mandatory pooling arrangements under residual market programs implemented by some of the states in which we operate. For the year ended December 31, 2004, our voluntary business accounted for 93.4% of our gross premiums written.
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Our Competitive Strengths
We believe we enjoy the following competitive strengths:
| • | Focus on Hazardous Industries. We have extensive experience insuring employers engaged in hazardous industries and have a history of profitable underwriting in these industries. Our specialized knowledge of these hazardous industries helps us better serve our policyholders, which leads to greater employer loyalty and policy retention. Our policy renewal rate on voluntary business that we elected to quote for renewal was 87.9% in 2002, 91.4% in 2003 and 93.0% in 2004. | |
| • | Focus on Small to Mid-Sized Employers. We believe large insurance companies generally do not target small to mid-sized employers in hazardous industries due to their smaller premium size, type of operations, mobile workforce and extensive service needs. We provide enhanced customer services to our policyholders. For example, unlike many of our competitors, our premium payment plans enable our policyholders to better match their premium payments with their payroll costs. | |
| • | Specialized Underwriting Expertise. Based on our 19-year underwriting history of insuring employers engaged in hazardous industries, we have developed industry specific risk analysis and rating tools to assist our underwriters in risk selection and pricing. Our 17 underwriting professionals average approximately 10 years of experience underwriting workers’ compensation insurance, most of which has focused on hazardous industries. We are highly disciplined when quoting and binding new business. In 2004, we offered quotes on approximately one out of every five applications submitted. We do not delegate underwriting authority to agencies that sell our insurance or to any other third party. | |
| • | Comprehensive Safety Services. We provide proactive safety reviews of employers’ workplaces, which are often located in rural areas. These safety reviews are a vital component of our underwriting process and also assist our policyholders in loss prevention and encourage the safest workplaces possible by deploying experienced field safety professionals, or FSPs, to our policyholders’ worksites. Our 49 FSPs have an average of approximately 15 years of workplace safety or related industry experience. From January 1, 2004 through June 30, 2005, approximately 86% of our new voluntary business policyholders were subject to pre-quotation safety inspections. We perform periodic on-site safety surveys on all of our voluntary business policyholders. | |
| • | Proactive Claims Management. As of June 30, 2005, our employees managed more than 97% of our open claims in-house utilizing our intensive claims management practices that emphasize a personal approach and quality, cost-effective medical treatment. Our claims management staff includes 93 field case managers, or FCMs, who average approximately 18 years of experience in the workers’ compensation insurance industry, and five medical-only case managers. We currently average approximately 60 open indemnity claims per FCM, which we believe is significantly less than the industry average. We believe our claims management practices allow us to achieve a more favorable claim outcome, accelerate an employee’s return to work and more rapidly close claims, all of which ultimately lead to lower overall costs. In addition, we believe our practices lessen the likelihood of litigation. Only 9.0% of all claims reported for accident year 2003 were open as of June 30, 2005. |
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Our Strategy
We believe the net proceeds from this offering will provide us with the additional capital necessary to increase the amount of insurance we are able to write. We will scrutinize the potential for achieving underwriting profits and adequate returns on capital as we expand our business. We plan to pursue profitable growth and favorable returns on equity using the following strategies:
| • | Expand in our Existing Markets. Our market share in our six largest states in terms of premiums written did not exceed 3.0% of the workers’ compensation market in any one state, according to NCCI’s most recent market analyses. Competition in our target markets is fragmented by state and employer industry focus. We believe that our specialized underwriting expertise and safety, claims and audit services position us to profitably increase our market share in our existing principal markets, with minimal increase in field service employees. | |
| • | Prudent and Opportunistic Geographic Expansion. While we actively market our insurance in 29 states and the District of Columbia, approximately 43.4% of our voluntary in-force premiums were generated in six states as of June 30, 2005. We are licensed in an additional 16 states and the U.S. Virgin Islands. Our existing licenses and rate filings will expedite our ability to write policies in these markets when we decide it is prudent to do so. | |
| • | Focus on Underwriting Profitability. We intend to maintain our underwriting discipline and profitability throughout market cycles. Our strategy is to focus on underwriting workers’ compensation insurance in hazardous industries and to maintain adequate rate levels commensurate with the risks we underwrite. We will also continue to strive for improved risk selection and pricing, as well as reduced frequency and severity of claims through comprehensive workplace safety reviews, rapid closing of claims through personal, direct contact with our policyholders and their employees, and effective medical cost containment measures. | |
| • | Leverage Investments in Information Technology. In October 2000, we launched our customized information system, ICAMS, that we believe significantly enhances our ability to select risk, write profitable business and cost-effectively administer our billing, claims and audit functions. Since the launch, we have introduced automated analytical tools and have continued to improve and enhance our ICAMS system and tools. We believe our technology is scalable and can be modified at minimal cost to accommodate our growth. In addition, we believe this scalability has lowered, and will continue to lower, our expense ratio as we continue to achieve premium growth over time. | |
| • | Maintain Capital Strength. We plan to manage our capital to achieve our growth and profitability goals while maintaining a prudent operating leverage for our insurance company subsidiaries. To accomplish this objective, we intend to maintain underwriting profitability throughout market cycles, deploy a portion of the proceeds of this offering toward the judicious growth of our business, optimize our use of reinsurance, reduce our current financial leverage, and maximize an appropriate risk adjusted return on our growing investment portfolio. |
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Our Challenges
As part of your evaluation of our business, you should consider the following challenges we face in implementing our business strategies:
| • | Adequacy of Premiums and Loss Reserves. Our loss reserves are based upon estimates that are inherently uncertain. These estimates may be inadequate to cover our actual losses, in which case we would need to increase our estimates and recognize a corresponding decrease in pre-tax net income for the period in which the change in our estimates occurs. | |
| • | Downgrade of our A.M. Best Rating. Our A.M. Best rating is subject to periodic review and, if it is downgraded, our business could be negatively affected by the loss of certain existing and potential policyholders and the loss of relationships with independent agencies. | |
| • | Cyclical Nature of the Workers’ Compensation Industry. The workers’ compensation insurance industry has historically fluctuated with periods of low premium rates and excess underwriting capacity resulting from increased competition followed by periods of high premium rates and shortages of underwriting capacity resulting from decreased competition. This cyclicality may cause our revenues and net income to fluctuate. | |
| • | Availability of Reinsurance. The availability, amount and cost of reinsurance are subject to market conditions and our experience with insured losses. If we are unable to obtain reinsurance on favorable terms, our ability to write new policies and renew existing policies could be adversely affected. | |
| • | Ability to Recover from Reinsurers. If any of our reinsurers is unable to meet any of its obligations to us, we would be responsible for all claims and claim settlement expenses that would otherwise be covered by our reinsurer. An inability to recover amounts due from our reinsurers would adversely affect our financial condition and results of operations. |
For further discussion of these and other challenges we face, see “Risk Factors.”
Operating History
We commenced operations in 1986 to underwrite workers’ compensation insurance for employers engaged in the logging industry. Beginning in 1994, we expanded our customer base by insuring employers in other hazardous occupation industries.
Beginning in 1997 and into 2000, we employed a strategy to increase revenue through rapid geographic expansion and underwriting workers’ compensation insurance for employers engaged in non-hazardous industries, such as service and retail businesses. This strategy did not produce the results anticipated, and as a result our weighted average gross accident year loss ratio for the period 1997 through 2000 was 120.2%, as compared to 57.7% for the period 1994 through 1996. An accident year loss ratio measures loss and loss adjustment expenses for insured events occurring during a particular year, regardless of when they are reported, as a percentage of the premium earned during that year.
In September 2000, we undertook several strategic initiatives to improve the profitability of our existing in-force book of business and new business. These initiatives included the following:
| • | Renewed focus on core hazardous classes of business by non-renewing policies with employers engaged in non-hazardous industries that have higher frequency claims characteristics. | |
| • | Commenced re-underwriting our book of business to improve our risk selection and establish rates commensurate with the risks we were underwriting. | |
| • | Reduced or ceased underwriting in states where we lacked a sufficient level of premium production to effectively deploy our field resources or where we believed the operating environment was unfavorable. |
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| • | Increased pre-quotation safety inspection of employers on new business. | |
| • | Took action to manage substantially all claims in-house and limit reliance on third-party administrators. | |
| • | Implemented an incentive program to align the compensation of our underwriters and field safety professionals with underwriting performance. |
We believe these actions have contributed to improved underwriting profitability, as measured on an accident year basis. Our accident year gross loss ratio improved to 67.8% for 2004 from 121.2% for 2000, as developed through December 31, 2004.
Recent Developments
Effective June 30, 2005, we entered into a commutation agreement with Converium Reinsurance (North America), one of our reinsurers. Under this agreement, Converium paid us $61.3 million in exchange for a termination and release of three of our five reinsurance agreements with Converium. Under this agreement, all liabilities reinsured with Converium under these three reinsurance agreements reverted back to us. We recorded a pre-tax loss of $13.2 million in the period ended June 30, 2005 in connection with the commutation agreement with Converium. Converium remains obligated to us under the remaining two reinsurance agreements. As of June 30, 2005, the amount recoverable from Converium under the remaining two agreements was $6.3 million.
Hurricane Katrina struck the Gulf Coast of the United States on August 29, 2005, followed by Hurricane Rita on September 24, 2005. These storms caused substantial damage in Louisiana, Texas, Mississippi and Alabama. We anticipate that we may incur some delay in receipt of premiums, and reduction of premiums, from policyholders directly affected by the hurricanes. Because of the geographic diversity of our operations, we do not expect a material impact on our cash flows or results of operations as a result of any such delay or reduction. Due to the redundancy of our systems, no policyholder, claimant or other data was lost as a result of the hurricanes. Over the next several months, as the areas affected by the hurricanes begin to recover, we anticipate that we may see an increase in revenue due primarily to increased construction activity.
AMERISAFE is an insurance holding company and was incorporated as ain Texas corporation in 1985 and1985. Our principal subsidiary is principally engaged through its subsidiaries in providing workers' compensation
products and services. The Company's principalAmerican Interstate Insurance Company. Our executive offices are located at 2301 Highway 190 West, DeRidder, Louisiana 70634, (telephone: 318-463-9052) and our telephone number at 5550 LBJ Freeway, Suite 901, Dallas, Texas 75240 (telephone: 214-448-7414).that location is (337) 463-9052. Our website iswww.amerisafe.com. The Company's principal operating subsidiaryinformation on our website is American Interstate Insurance
Company,not part of this prospectus.
6
The Offering
| Shares of common stock offered by us | �� shares | |
| Over-allotment shares of common stock offered by selling shareholders | shares | |
| Shares of common stock to be issued upon exchange of outstanding Series A preferred stock | shares | |
| Shares of common stock to be outstanding after the offering | shares | |
| Use of proceeds | We estimate that our net proceeds from this offering will be approximately $ million, based on an assumed initial public offering price of $ per share, which is the mid-point of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and our estimated offering expenses. We will use approximately $ million of the proceeds from this offering to redeem all of our outstanding Series E preferred stock. We will use 50% of our net proceeds from this offering, or approximately $ million, to redeem approximately shares of our outstanding Series A preferred stock. We intend to use approximately $ million of the remaining net proceeds to contribute capital to our insurance company subsidiaries and approximately $ million for general corporate purposes. | |
| Dividend policy | We currently intend to retain any additional future earnings to finance our operations and growth. As a result, we do not expect to pay any cash dividends on our common stock for the foreseeable future. | |
| Our ability to pay dividends is subject to restrictions in our articles of incorporation that prohibit us from paying dividends on our common stock (other than in additional shares of common stock) without the consent of the holders of two-thirds of the outstanding shares of our convertible preferred stock. In addition, because AMERISAFE is a holding company and has no direct operations, our ability to pay dividends in the future may be limited by regulatory restrictions on the payment of dividends to AMERISAFE by our insurance company subsidiaries. | ||
| Proposed Nasdaq National Market symbol | “AMSF” |
The number of shares of common stock shown to be outstanding upon completion of the offering excludes:
| • | shares issuable upon conversion of our outstanding Series C and Series D convertible preferred stock, subject to adjustment in certain circumstances; | |
| • | shares that may be issued pursuant to stock options we intend to grant to our executive officers and other employees upon completion of this offering, at an exercise price equal to the initial public offering price; and | |
| • | additional shares available for future issuance under our equity incentive plans. |
7
Summary Financial Information
The following income statement data for the years ended December 31, 2002, 2003 and 2004 and the balance sheet data as of December 31, 2003 and 2004 were derived from our consolidated financial statements included elsewhere in this prospectus. The income statement data for the years ended December 31, 2000 and 2001 and the balance sheet data as of December 31, 2000, 2001 and 2002 were derived from our audited consolidated financial statements, which are not included in this prospectus. The income statement data for the six-month periods ended June 30, 2004 and 2005 and the balance sheet data as of June 30, 2004 and 2005 were derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus, which include all adjustments, consisting of normal recurring adjustments, that management considers necessary for a Louisiana corporation ("American Interstate"). See "Business."
RISK FACTORS
In additionfair presentation of our financial position and results of operations for the periods presented. These historical results are not necessarily indicative of results to be expected from any future period. You should read the following summary financial information together with the other information contained in this Prospectus, prospective
investors should consider carefully the following factors in evaluating an
investment in the shares of the Class A Common Stock offered hereby.
GOVERNMENT REGULATION
The Company is subject to substantial regulation by the governmental
agencies in the states in which it operates, and will be subject to such
regulation in any state in which the Company provides workers' compensation
coverage and services in the future. These regulations are primarily intended to
protect covered employees and policyholders rather than insurance companies or
their shareholders. State regulatory agencies have broad administrative power
with respect to all aspects of the Company's business,prospectus, including premium rates,
capital and surplus requirements, reserve requirements, transactions with
affiliates, changes in control, investment criteria and policy forms. Under
Louisiana law, an insurance company may not, without regulatory approval, pay to
its shareholders within a 12-month period dividends or other distributions of
cash or property the total fair market value of which exceeds the lesser of (i)
ten percent of surplus as to policyholders at the end of the prior calendar year
or (ii) the prior calendar year's net income (less any realized capital gains).
This requirement would limit American Interstate's ability to make distributions
to AMERISAFE in 1996 to approximately $2.7 million. There is no assurance that
the Company will seek approval from state regulatory authorities to permit its
insurance subsidiaries to pay dividends or make distributions or that, if
sought, such approval will be obtained. This approval requirement may limit the
amount of distributions which may be made by such subsidiaries and may decrease
the amount of capital available to the Company for expansion opportunities and
other purposes.
Workers' compensation coverage is a creation of state law, is subject to
change by the applicable state legislature and is influenced by the political
process in each state. Several states have mandated that employers receive
coverage only from funds operated by the state. New laws affecting the workers'
compensation system in states where the Company presently operates or may
operate in the future, including laws that require all employers to participate
in state sponsored funds or that mandate premium reductions, could have a
materially adverse effect on the demand for the Company's services and programs,
as well as on the Company's business, financial condition or results of
operations.
From time to time, Congress has also considered federal regulation of the
health insurance industry. In 1993, the Clinton administration proposed
legislation that would have put into effect substantial changes in the health
care industry. Such legislation has not been adopted. Any legislation relating
to a comprehensive health care program could adversely affect the Company. See
"Business -- Regulation."
CONTROL BY A SINGLE SHAREHOLDER
The Company's equity currently consists of Class A Common Stock and Class B
Common Stock (collectively, the "Common Stock"), which vote together as a single
class on all issues, except as otherwise required by law. Following the
Offering, Millard E. Morris, the Chairman of the Board of Directors and Chief
Executive Officer of the Company, will beneficially own 17,126,521 shares of the
Company's Class B Common Stock, each share of which has ten times the voting
power of a share of Class A Common Stock. As a result, Mr. Morris will control
approximately 92.6% of the voting power of the Common Stock (91.8% if the
7
9
Underwriters' over-allotment option is exercised in full) and will control the
outcome of all shareholder votes, including those relating to amending the
Company's Amended and Restated Articles of Incorporation (the "Articles") or
Restated Bylaws (the "Bylaws"), election of directors and certain mergers and
other significant corporate transactions. This could have the effect of
delaying, deferring or preventing a change in control of the Company. See
"Principal Shareholders" and "Description of Capital Stock -- Class A Common
Stock and Class B Common Stock."
TRANSACTIONS WITH CONTROLLING SHAREHOLDER
After the consummation of the Offering, the Company will have business
relationships with certain entities controlled by Millard E. Morris, the
principal shareholder, Chairman of the Board of Directors and Chief Executive
Officer of the Company. Some of these entities will receive services (e.g.,
administrative services and aviation services) from the Company for a fee. The
Company also subleases office space from one of these entities. In addition, the
Company has entered into a Tax Sharing Agreement in connection with the
Reorganization. See "Certain Transactions and Relationships" and "Recent
Reorganization."
HOLDING COMPANY STRUCTURE
The Company is a holding company, the primary assets of which are the
capital stock of its subsidiaries. Accordingly, the Company is dependent on the
cash flow from its subsidiaries, received through dividends or other
intercompany transfers of funds, to meet its obligations. Although the Company
does not intend to pay dividends for the foreseeable future, the Company will be
dependent on such sources to pay, if and when declared by the Company's Board of
Directors, dividends on the Common Stock or any outstanding shares of the
Company's preferred stock, $.01 par value per share ("Preferred Stock"). See
"Dividend Policy." Dividends and other payments received from the Company's
subsidiaries, together with any net proceeds from the Offering retained by the
Company for general corporate purposes, are expected, for the foreseeable
future, to be the Company's major source of liquidity. None of the Company's
subsidiaries will be obligated to declare or pay dividends or make other capital
distributions to the Company. In addition, the payment of dividends by the
Company's subsidiaries may be restricted under applicable law. See
"-- Government Regulation" above. Limitations on the ability of the Company's
subsidiaries to make such payments could adversely impact the Company's
liquidity.
Under Louisiana law applicable to insurance holding companies, the
Company's insurance subsidiaries may not enter into certain transactions,
including certain reinsurance agreements, management agreements, service
contracts and cost sharing arrangements, with members of their insurance holding
company system unless they have notified the Commissioner of Insurance of their
intention to enter into such a transaction at least 30 days in advance and the
Commissioner of Insurance has not disapproved the transaction within such
period. Among other things, such transactions are subject to the requirements
that their terms be fair and reasonable, that charges or fees for services
performed must be reasonable and that the interests of policyholders not be
adversely affected.
NEED FOR CAPITAL
The Company may from time to time need additional capital and surplus to
meet certain state regulatory requirements. In particular, the Company
anticipates that its insurance subsidiaries will require capital to meet current
statutory surplus needs and any additional funding requirements that may
periodically arise. From time to time, the Company may be required to increase
the capital and surplus of its insurance subsidiaries to remain in compliance
with state regulatory requirements. The Company intends to use a portion of the
net proceeds from this Offering for this purpose. The Company expects that
additional capital will be required by regulatory authorities for the Company to
further expand into additional states. If the Company is unable to generate
sufficient capital, either internally or from outside sources, it could be
required to reduce its growth or to delay or abandon plans to expand into
additional states. Although the Company has met its capital needs in the past,
there can be no assurance that capital will continue to be available when needed
or, if available, will be on terms acceptable to the Company. Additionally, if
such capital is not available, there can be no assurance that the Company will
be able to maintain its current rating of "A" (Excellent) from A.M. Best
8
10
Company, Inc. See "Use of Proceeds," "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations -- LiquidityOperations” and Capital
Resources"the financial statements and "Business -- A.M. Best Rating."
The National Associationrelated notes included elsewhere in this prospectus.
| Year Ended | Six Months Ended | ||||||||||||||||||||||||||||
| December 31, | June 30, | ||||||||||||||||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | |||||||||||||||||||||||
| (In thousands, except share and per share data) | |||||||||||||||||||||||||||||
Income Statement Data | |||||||||||||||||||||||||||||
| Gross premiums written | $ | 345,027 | $ | 204,752 | $ | 185,093 | $ | 223,590 | $ | 264,962 | $ | 151,557 | $ | 160,524 | |||||||||||||||
| Ceded premiums written | (80,076 | ) | (49,342 | ) | (26,563 | ) | (27,600 | ) | (21,951 | ) | (10,523 | ) | (9,697 | ) | |||||||||||||||
| Net premiums written | $ | 264,951 | $ | 155,410 | $ | 158,530 | $ | 195,990 | $ | 243,011 | $ | 141,034 | $ | 150,827 | |||||||||||||||
| Net premiums earned | $ | 187,106 | $ | 170,782 | $ | 163,257 | $ | 179,847 | $ | 234,733 | $ | 113,079 | $ | 125,032 | |||||||||||||||
| Net investment income | 9,372 | 9,935 | 9,419 | 10,106 | 12,217 | 5,407 | 7,650 | ||||||||||||||||||||||
| Net realized gains (losses) on investments | (773 | ) | 491 | (895 | ) | 316 | 1,421 | 619 | 774 | ||||||||||||||||||||
| Fee and other income | 2,520 | 1,367 | 2,082 | 462 | 589 | 262 | 306 | ||||||||||||||||||||||
| Total revenues | 198,225 | 182,575 | 173,863 | 190,731 | 248,960 | 119,367 | 133,762 | ||||||||||||||||||||||
| Loss and loss adjustment expenses incurred | 109,536 | 123,386 | 121,062 | 129,250 | 174,186 | 86,413 | 110,436 | ||||||||||||||||||||||
| Underwriting and certain other operating costs(1) | 23,334 | 23,364 | 22,674 | 23,062 | 28,987 | 12,620 | 15,297 | ||||||||||||||||||||||
| Commissions | 16,121 | 14,351 | 9,189 | 11,003 | 14,160 | 6,971 | 7,822 | ||||||||||||||||||||||
| Salaries and benefits | 20,253 | 17,148 | 16,541 | 15,037 | 15,034 | 7,512 | 6,448 | ||||||||||||||||||||||
| Interest expense | 797 | 735 | 498 | 203 | 1,799 | 627 | 1,326 | ||||||||||||||||||||||
| Policyholder dividends | 7,156 | 2,717 | 156 | 736 | 1,108 | 754 | 386 | ||||||||||||||||||||||
| Total expenses | 177,197 | 181,701 | 170,120 | 179,291 | 235,274 | 114,897 | 141,715 | ||||||||||||||||||||||
| Income (loss) before taxes | 21,028 | 874 | 3,743 | 11,440 | 13,686 | 4,470 | (7,953 | ) | |||||||||||||||||||||
| Income tax expense (benefit) | 7,001 | (395 | ) | (1,438 | ) | 2,846 | 3,129 | 871 | (3,669 | ) | |||||||||||||||||||
| Net income (loss) | 14,027 | 1,269 | 5,181 | 8,594 | 10,557 | 3,599 | (4,284 | ) | |||||||||||||||||||||
| Payment-in-kind preferred dividends | (8,229 | ) | (8,820 | ) | (9,453 | ) | (10,133 | ) | (9,781 | ) | (5,221 | ) | (4,720 | ) | |||||||||||||||
| Net income (loss) available to common shareholders | $ | 5,798 | $ | (7,551 | ) | $ | (4,272 | ) | $ | (1,539 | ) | $ | 776 | $ | (1,622 | ) | $ | (9,004 | ) | ||||||||||
| Portion allocable to common shareholders(2) | 65.3% | 100.0% | 100.0% | 100.0% | 70.2% | 100.0% | 100.0% | ||||||||||||||||||||||
| Net income (loss) allocable to common shareholders | $ | 3,784 | $ | (7,551 | ) | $ | (4,272 | ) | $ | (1,539 | ) | $ | 545 | (1,622 | ) | $ | (9,004 | ) | |||||||||||
| Diluted earnings per common share equivalent | $ | 0.18 | $ | (0.58 | ) | $ | (0.33 | ) | $ | (0.12 | ) | $ | 0.03 | $ | (0.13 | ) | $ | (0.42 | ) | ||||||||||
| Diluted weighted average of common share equivalents outstanding | 21,581,864 | 12,967,104 | 12,967,104 | 12,967,104 | 18,380,132 | 12,967,104 | 21,581,864 | ||||||||||||||||||||||
8
| Year Ended | Six Months Ended | |||||||||||||||||||||||||||
| December 31, | June 30, | |||||||||||||||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | ||||||||||||||||||||||
Selected Insurance Ratios | ||||||||||||||||||||||||||||
| Current accident year loss ratio(3) | 57.1% | 66.9% | 71.8% | 70.6% | 68.5% | 64.8% | 70.8% | |||||||||||||||||||||
| Prior accident year loss ratio(4) | 1.4% | 5.3% | 2.4% | 1.3% | 5.7% | 11.6% | 17.5% | |||||||||||||||||||||
| Net loss ratio | 58.5% | 72.2% | 74.2% | 71.9% | 74.2% | 76.4% | 88.3% | |||||||||||||||||||||
| Net underwriting expense ratio(5) | 31.9% | 32.1% | 29.7% | 27.3% | 24.8% | 24.0% | 23.6% | |||||||||||||||||||||
| Net dividend ratio(6) | 3.8% | 1.6% | 0.1% | 0.4% | 0.5% | 0.7% | 0.3% | |||||||||||||||||||||
| Net combined ratio(7) | 94.2% | 105.9% | 104.0% | 99.6% | 99.5% | 101.1% | 112.2% | |||||||||||||||||||||
| As of December 31, | As of June 30, | |||||||||||||||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 44,914 | $ | 44,270 | $ | 44,677 | $ | 49,815 | $ | 25,421 | $ | 51,037 | $ | 27,462 | ||||||||||||||
| Investments | 145,439 | 148,305 | 205,315 | 257,729 | 364,868 | 287,299 | 396,733 | |||||||||||||||||||||
| Amounts recoverable from reinsurers | 327,172 | 298,451 | 214,342 | 211,774 | 198,977 | 195,564 | 174,556 | (8) | ||||||||||||||||||||
| Premiums receivable, net | 122,450 | 104,907 | 95,291 | 108,380 | 114,141 | 142,603 | 144,953 | |||||||||||||||||||||
| Deferred income taxes | 11,807 | 14,716 | 11,372 | 12,713 | 15,624 | 16,140 | 23,274 | |||||||||||||||||||||
| Deferred policy acquisition costs | 14,038 | 11,077 | 9,505 | 11,820 | 12,044 | 14,399 | 18,496 | |||||||||||||||||||||
| Deferred charges | 3,681 | 2,588 | 1,997 | 2,987 | 3,054 | 4,014 | 3,894 | |||||||||||||||||||||
| Total assets | 685,308 | 645,474 | 603,801 | 678,608 | 754,187 | 735,189 | 811,530 | |||||||||||||||||||||
| Reserves for loss and loss adjustment expenses | 379,824 | 383,032 | 346,542 | 377,559 | 432,880 | 400,405 | 457,827 | |||||||||||||||||||||
| Unearned premiums | 107,418 | 92,047 | 87,319 | 103,462 | 111,741 | 131,417 | 137,536 | |||||||||||||||||||||
| Insurance-related assessments | 25,522 | 25,964 | 23,743 | 26,133 | 29,876 | 30,531 | 34,487 | |||||||||||||||||||||
| Debt | 9,500 | 9,000 | 8,000 | 16,310 | 36,090 | 36,090 | 36,090 | |||||||||||||||||||||
| Redeemable preferred stock(9) | 112,061 | 116,520 | 121,300 | 126,424 | 131,916 | 129,122 | 134,808 | |||||||||||||||||||||
| Shareholders’ deficit(10) | (26,913 | ) | (10,980 | ) | (25,100 | ) | (20,652 | ) | (42,862 | ) | (47,584 | ) | (50,452 | ) | ||||||||||||||
| (1) | Includes policy acquisition expenses, such as assessments, premium taxes and other general and administrative expenses, excluding commissions and salaries and benefits, related to insurance operations and corporate operating expenses. |
| (2) | Reflects the participation rights of the Series C and Series D convertible preferred stock. See Note 15 to our audited financial statements. |
| (3) | The current accident year loss ratio is calculated by dividing loss and loss adjustment expenses incurred for the current accident year by the current year’s net premiums earned. |
| (4) | The prior accident year loss ratio is calculated by dividing the change in loss and loss adjustment expenses incurred for prior accident years by the current year’s net premiums earned. |
| (5) | The net underwriting expense ratio is calculated by dividing underwriting and certain other operating costs, commissions and salaries and benefits by the current year’s net premiums earned. |
| (6) | The net dividend ratio is calculated by dividing policyholder dividends by the current year’s net premiums earned. |
| (7) | The net combined ratio is the sum of the net loss ratio, the net underwriting expense ratio and the net dividend ratio. |
| (8) | Includes a $67.6 million recoverable from Converium Reinsurance (North America), offset by a $1.3 million expense reimbursement that we owed to Converium. Subsequent to June 30, 2005, we received $61.3 million of this amount pursuant to a commutation agreement. |
| (9) | Includes our Series A preferred stock and Series C and Series D convertible preferred stock, each of which is mandatorily redeemable upon the occurrence of certain events that are deemed to be outside the control of our company. |
| (10) | In 1997, we entered into a recapitalization transaction with Welsh Carson that resulted in a $164.2 million charge to retained earnings. See Note 1 to our audited financial statements. |
9
RISK FACTORS
An investment in our common stock involves a number of Insurance Commissioners ("NAIC") has adoptedrisks. Before making a system of assessing minimum capital adequacy, which system is applicabledecision to purchase our common stock, you should carefully consider the Company's insurance subsidiaries. This system, known as risk-based capital
("RBC"), is used to identify companies that merit further regulatory action by
comparing adjusted surplus tofollowing information about these risks, together with the required surplus, which reflects the risk
profileother information contained in this prospectus. Any of the insurer. Insurers having less statutory surplus than that
required by the RBC model formula are subject to regulatory action dependingrisks described below could result in a significant or material adverse effect on the level of capital inadequacy. At December 31, 1995, the RBC ratios of the
Company's insurance subsidiaries were in excess of statutory minimums.
MANAGEMENT OF GROWTH; EXPANSION STRATEGY
Since it began operations in 1986, the Company has experienced significant
growth in its revenues, the number of its employees and the scope of its
operations. This growth has and will require the Company to obtain additional
capital. See "-- Need for Capital" above. This growth has also resulted in, and
is expected to continue to create, new and increased responsibilities for
management personnel, as well as additional demands on the Company's operating
and financial systems. The Company's business and future growth will depend on
the efforts of key management personnel and the Company's ability to attract and
retain qualified management personnel. The Company's continued growth also will
require it to recruit qualified persons, to enhance managerial systems for its
operations, and to successfully integrate new employees and systems into its
existing operations. If the Company is unable to continue to manage growth
effectively, the Company'sour business, financial condition or results of operations, and a decline in the market price of our common stock. You could lose all or part of your investment.
Risks Related to Our Business
Our loss reserves are based on estimates and may be materially adversely affected. See "Management's Discussioninadequate to cover our actual losses.
We must establish and Analysismaintain reserves for our estimated liability for loss and loss adjustment expenses. We establish loss reserves that represent an estimate of Financial Conditionamounts needed to pay and Resultsadminister claims with respect to insured events that have occurred, including events that have occurred but have not yet been reported to us. Reserves are based on estimates of Operations"the ultimate cost of individual claims. These estimates are inherently uncertain. Judgment is required to determine the relevance of historical payment and "Business --
Strategy -- Pursue Growth Opportunities."claim settlement patterns under current facts and circumstances. The Company intendsinterpretation of this historical data can be impacted by external forces, principally legislative changes, economic fluctuations and legal trends. If there are unfavorable changes in our assumptions, our reserves may need to pursue growth opportunities through both greater
market penetrationbe increased.
Workers’ compensation claims often are paid over a long period of time. In addition, there are no policy limits on our liability for workers’ compensation claims as there are for other forms of insurance. Therefore, estimating reserves for workers’ compensation claims may be more uncertain than estimating reserves for other types of insurance claims with shorter or more definite periods between occurrence of the claim and final determination of the loss and with policy limits on liability for claim amounts. Accordingly, our reserves may prove to be inadequate to cover our actual losses. If we change our estimates, these changes would result in existing marketsadjustments to our reserves and expansion into new markets, targeting
employersour loss and loss adjustment expenses incurred in industries and geographic areasthe period in which the Company does not
presently conduct business.estimates are changed. If the estimate is increased, our pre-tax income for the period in which we make the change will decrease by a corresponding amount. In addition, increasing reserves results in a reduction in our surplus and could result in a downgrade in our A.M. Best rating. Such a downgrade could, in turn, adversely affect our ability to sell insurance policies.
A downgrade in our A.M. Best rating would likely reduce the Company intendsamount of business we are able to pursue
acquisitionswrite.
Rating agencies evaluate insurance companies based on their ability to pay claims. We are currently assigned a group letter rating of “A-” (Excellent) from A.M. Best, which is the rating agency that we believe has the most influence on our business. This rating is assigned to companies that, in the opinion of A.M. Best, have demonstrated an excellent overall performance when compared to industry standards. A.M. Best considers “A-” rated companies to have an excellent ability to meet their ongoing obligations to policyholders. The ratings of A.M. Best are subject to periodic review using, among other workers' compensation insurersthings, proprietary capital adequacy models, and are subject to revision or bookswithdrawal at any time. A.M. Best ratings are directed toward the concerns of indemnity
business. To date,policyholders and insurance agencies and are not intended for the Company has never acquired another workers' compensation
insurerprotection of investors or as a recommendation to buy, hold or sell securities. Our competitive position relative to other companies is determined in part by our A.M. Best rating.
In June 2005, A.M. Best placed our rating under review with negative implications, citing concerns about our risk adjusted capital, credit risk associated with amounts recoverable from our reinsurers and is unable to predict whether or when any prospective acquisition
candidate will become available or the likelihoodsomewhat limited financial flexibility of our holding company, AMERISAFE. As a result of our commutation with Converium Reinsurance (North America), one of our reinsurers, discussed elsewhere in this document, and the application of the proceeds from this offering, we expect that any acquisitionour under
10
review status will be completed. The Companyreturned to stable and that A.M. Best will compete for acquisition and expansion opportunities
with many entities that have substantially greater resources. In addition,
acquisitions may involve difficultiesaffirm our “A-” (Excellent) rating in the retention of personnel, diversion
of management's attention, unexpected legal liabilities and tax and accounting
issues. There can be no assurance that the Company will be able to successfully
identify suitable acquisition candidates, complete acquisitions, integrate
acquired businesses into its operations or expand into new markets. Once
integrated, acquisitions may not achieve levels of revenues, profitability or
productivity comparable to the existing business of the Company or otherwise
perform as expected. The occurrence of any of these events could have a
materially adverse effect on the Company's business, financial condition or
results of operations. See "Business -- Strategy."
Future growth of the Company's operations depends, in part, on its ability
to enter markets in additional states. To achieve this objective, the Company
must obtain regulatory approval, win acceptance in the local market, adapt its
procedures to each state's regulatory system (which differs materially from
state to state) and expand its network of agents. The time required to obtain
regulatory approval varies from state to state, andlate 2005. However, there can be no assurance that the Companywe will obtain such approval in each state it may seek to enter.
See "Business -- Regulation."
The Company plans to manage its growth in a manner intendedbe able to maintain its
"A" (Excellent)our current rating. Any downgrade in our rating fromwould likely adversely affect our business through the loss of certain existing and potential policyholders and the loss of relationships with independent agencies. For example, we believe some of our construction contractor policyholders are required to maintain workers’ compensation coverage with an insurance company with an A.M. Best Company, Inc., although there canrating of “A-” (Excellent) or better in order to bid on certain contracts. As a result, if our rating were downgraded, we would not be no
assurancesable to write this business. Because we do not review or have access to our policyholders’ construction contracts, we are not able to quantify the percentage of our business, in this regard. See "Business --terms of premiums or otherwise, that would be affected by a downgrade in our A.M. Best Rating."
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FOCUS ON HAZARDOUS OCCUPATION INDUSTRIES
Since it began operations in 1986, the Company has focused on providing
workers' compensation products and services torating. In 2004, we derived 38.3% of our gross premiums written from employers whose employees are engaged in hazardous occupationsthe construction industry. Based on industry experience, we believe that our larger policyholders are more likely to have construction contracts with this type of ratings requirement.
The workers’ compensation insurance industry is cyclical in nature, which may affect our overall financial performance.
The financial performance of the workers’ compensation insurance industry has historically fluctuated with periods of low premium rates and excess underwriting capacity resulting from increased competition followed by periods of high premium rates and shortages of underwriting capacity resulting from decreased competition. Although the financial performance of an individual insurance company is dependent on its own specific business characteristics, the profitability of most workers’ compensation insurance companies generally tends to follow this cyclical market pattern. Beginning in 2000 and accelerating in 2001, the workers’ compensation insurance industry experienced a market reflecting increasing premium rates, more restrictive policy coverage terms and more conservative risk selection. We believe these trends slowed beginning in 2004. We also believe the current workers’ compensation insurance market is slowly transitioning to a more competitive market environment in which underwriting capacity and price competition may increase. This additional underwriting capacity may result in increased competition from other insurance carriers expanding the kinds or amounts of business they write or seeking to maintain or increase market share at the expense of underwriting discipline. Because this cyclicality is due in large part to the actions of our competitors and general economic factors, we cannot predict the timing or duration of changes in the market cycle. While we have not experienced significant increased price competition in our target markets during the first six months of 2005, these cyclical patterns could cause our revenues and net income to fluctuate, which may cause the price of our common stock to be volatile.
If we are unable to obtain reinsurance on favorable terms, our ability to write policies could be adversely affected.
We purchase reinsurance to protect us from the impact of large losses. Reinsurance is an arrangement in which an insurance company, called the ceding company, transfers insurance risk by sharing premiums with another insurance company, called the reinsurer. Conversely, the reinsurer receives or assumes reinsurance from the ceding company. We currently participate in an excess of loss reinsurance treaty program covering all of our voluntary and assigned risk business, which represented approximately 97% of our gross premiums written in 2004. Our current reinsurance program provides us with reinsurance coverage for each loss occurrence up to $30.0 million, subject to applicable deductibles and retentions. However, for any loss occurrence involving only one person, our reinsurance coverage is limited to a maximum of $10.0 million, subject to applicable deductibles and retentions. We retain the first $1.0 million of each loss and are subject to an annual aggregate deductible of approximately $5.6 million for losses between $1.0 million and $5.0 million before our reinsurers are obligated to reimburse us. After the deductible is satisfied, we retain 10.0% of each loss between $1.0 million and $5.0 million. See “Business—Reinsurance.” The availability, amount and cost of reinsurance are subject to market conditions and our experience with insured losses.
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Due to the increased cost of reinsurance, we increased our levels of retention on a per occurrence basis in 2003, 2004 and 2005. As a result, we are exposed to increased risk of loss resulting from volatility in the frequency and severity of claims, which could adversely affect our financial performance.
If any of our current reinsurers were to terminate participation in our 2005 reinsurance treaty program, we could be exposed to an increased risk of loss.
The agreements under our 2005 reinsurance treaty program may be terminated by us or our reinsurers upon 90 days prior notice on any December 31. If our reinsurance treaty program is terminated and we enter into a new program, any decrease in the amount of reinsurance at the time we enter into a new program, whether caused by the existence of more restrictive terms and conditions or decreased availability, will also increase our risk of loss and, as a result, are susceptible to serious
injuries. Such injuries typically result in substantial costs for both medical
treatment and indemnity payments, as well as the costs of managing the delivery
of care to injured employees. To limit its exposure, the Company has "excess of
loss" reinsurance in effect with a number of reinsurance carriers. The failure
of any such reinsurer to meet its obligations to the Company could have a
materially adverse effect on the Company'sadversely affect our business, financial condition orand results of operations. See "-- RelianceWe currently have ten reinsurers participating in our reinsurance treaty program, and we believe that this is a sufficient number of reinsurers to provide us with the reinsurance coverage we require. However, because our reinsurance treaty program may be terminated on Reinsurance."
RELIANCE ON REINSURANCE
Due toany December 31, it is possible that one or more of our current reinsurers could terminate participation in our program. In addition, we may terminate the Company's exposure to significant claims resulting from injuries
sufferedparticipation of one or more of our reinsurers under certain circumstances as permitted by the employeesterms of its clients,our reinsurance agreements. In either of those events, if our reinsurance broker is unable to spread the Company has "excessterminated reinsurance among the remaining reinsurers in the program, it could take a significant amount of loss"
reinsurance in effecttime to identify and negotiate agreements with a numberreplacement reinsurer. During this time, we would be exposed to an increased risk of loss, the extent of which would depend on the volume of terminated reinsurance.
We may not be able to recover amounts due from our reinsurers, which would adversely affect our financial condition.
Reinsurance does not discharge our obligations under the insurance policies we write. We remain liable to our policyholders even if we are unable to make recoveries that we are entitled to receive under our reinsurance carriers. This reinsurance,
incontracts. As a result, we are subject to credit risk with respect to our reinsurers. Losses are recovered from our reinsurers as claims are paid. In long-term workers’ compensation claims, the aggregate, currently provides coverage for each claim occurrence upcreditworthiness of our reinsurers may change before we recover amounts to $50,000,000 in excess of the Company's retention of $200,000. The Company
presently intends to increase its retention level under these policies upon
their expiration in July 1997. The Company regularly performs internal reviews
of the financial strength of its reinsurers. However,which we are entitled. Therefore, if a reinsurer is unable to meet any of its obligations to the Company under the reinsurance agreements,
whether due to the incurrence of multiple large claims by the Company's clients
or otherwise, the Companyus, we would be responsible for the payment of all claims and claim settlement expenses for which we would have otherwise received payment from the reinsurer.
In the past, we have been unable to recover amounts from our reinsurers. In 2001, Reliance Insurance Company, has cededone of our former reinsurers, was placed under regulatory supervision by the Pennsylvania Insurance Department and was subsequently placed into liquidation. As a result, between 2001 and 2004, we recognized losses related to such reinsurer. Any
such failureuncollectible amounts due from Reliance aggregating $20.6 million.
As of June 30, 2005, we had $174.6 million of recoverables from reinsurers. Of this amount, $167.9 million was unsecured. As of June 30, 2005, our largest recoverables from reinsurers included $66.3 million from Converium Reinsurance (North America), $24.6 million from American Reinsurance Company and $22.5 million from Odyssey America Reinsurance Company. If we are unable to collect amounts recoverable from our reinsurers, our financial condition would be adversely affected.
During 2004, Converium reported a significant loss, resulting in a downgrade in its A.M. Best rating. Although Converium continued to indemnify us under the terms of our reinsurance agreements, we initiated discussions with Converium to seek to reduce the credit risk associated with the amounts due to us. Effective as of June 30, 2005, we entered into a commutation agreement with Converium. Under this agreement, Converium paid us $61.3 million in exchange for a termination and release of
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three of our five reinsurance agreements with Converium. Under the commutation agreement, all liabilities reinsured with Converium under these three reinsurance agreements reverted back to us. The reinsurance agreements have been terminated, and we and Converium have fully released each other from all liabilities under or relating to these three reinsurance agreements. We recorded a pre-tax loss of $13.2 million in the period ended June 30, 2005 in connection with the commutation agreement with Converium. Converium remains obligated to us under the remaining two reinsurance agreements. As of June 30, 2005, the amount recoverable from Converium under the remaining two agreements was $6.3 million. We cannot assure you that the cash payment we received from Converium, and any investment income we may earn on that amount, will be sufficient to cover all claims for which we would otherwise have been contractually entitled to recover from Converium under the partthree reinsurance agreements subject to the commutation agreement.
If we do not accurately establish our premium rates, our results of operations will be adversely affected.
In general, the premium rates for our insurance policies are established when coverage is initiated and, therefore, before all of the Company's reinsurersunderlying costs are known. Like other workers’ compensation insurance companies, we rely on estimates and assumptions in setting our premium rates. Establishing adequate rates is necessary, together with investment income, to generate sufficient revenue to offset losses, loss adjustment expenses and other underwriting expenses and to earn a profit. If we fail to accurately assess the risks that we assume, we may fail to charge adequate premium rates to cover our losses and expenses, which could reduce our net income and cause us to become unprofitable. For example, when initiating coverage on a policyholder, we estimate future claims expense based, in part, on prior claims information provided by the policyholder’s previous insurance carriers. If this prior claims information is not accurate, we may underprice our policy by using claims estimates that are too low. As a result, our actual costs for providing insurance coverage to our policyholders may be significantly higher than our premiums. In order to set premium rates accurately, we must:
| • | collect and properly analyze a substantial volume of data; | |
| • | develop, test and apply appropriate rating formulae; | |
| • | closely monitor and timely recognize changes in trends; and | |
| • | project both frequency and severity of losses with reasonable accuracy. |
We must also implement our pricing accurately in accordance with our assumptions. Our ability to undertake these efforts successfully, and as a result set premium rates accurately, is subject to a number of risks and uncertainties, principally:
| • | insufficient reliable data; | |
| • | incorrect or incomplete analysis of available data; | |
| • | uncertainties generally inherent in estimates and assumptions; | |
| • | our inability to implement appropriate rating formulae or other pricing methodologies; | |
| • | costs of ongoing medical treatment; | |
| • | our inability to accurately estimate retention, investment yields and the duration of our liability for loss and loss adjustment expenses; and | |
| • | unanticipated court decisions, legislation or regulatory action. |
Consequently, we could set our premium rates too low, which would negatively affect our results of operations and our profitability, or we could set our premium rates too high, which could reduce our competitiveness and lead to lower revenues.
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Negative developments in the workers’ compensation insurance industry would adversely affect our financial condition and results of operations.
We principally offer workers’ compensation insurance. We have no current plans to focus our efforts on offering other types of insurance. As a result, negative developments in the economic, competitive or regulatory conditions affecting the workers’ compensation insurance industry could have an adverse effect on our financial condition and results of operations. Negative developments in the workers’ compensation insurance industry could have a materially
adversegreater effect on the Company's business, financial condition or resultsus than on more diversified insurance companies that also sell other types of operations. See "Business -- Reinsurance."
QUARTERLY FLUCTUATIONS IN OPERATING RESULTS
The Company establishes reserves to cover its estimated liability for
claims and claim settlement expenses with respect to reported claims and claims
incurred but not yet reported as of the end of each accounting period. The
process of establishing reserves involves many factors and is inherently
uncertain. The Company's results of operations may fluctuate on a quarterly
basis due in part to the seasonal nature of the businesses conducted by its
clients and also as a result of changesinsurance.
A decline in the Company's reserve estimates, as
well as other factors.
CONCENTRATION IN LOGGING INDUSTRY
Since it began operations in 1986, the Company has focused on providing its
workers' compensation products and services to employerslevel of business activity of our policyholders, particularly those engaged in the construction, trucking and logging industry, primarily in the southeastern United States.industries, could negatively affect our earnings and profitability.
In 1994, the Company
began a program2004, approximately 71.5% of providing its services to businesses in other hazardous
occupation industries. For the year ended December 31, 1995 and the three months
ended March 31, 1996, approximately 59.6% and 45.5%, respectively, of the
Company'sour gross premiums earnedwritten were derived from its clientspolicyholders in the construction, trucking and logging industry.industries. Because premiumspremium rates are calculated, in general, determined as a percentage of its
clients'a policyholder’s payroll expense, (or, in the case of its logging clients, the clients'
production of wood products), premiums fluctuate depending upon the level of business activity and number of its clients.employees of our policyholders. As a result, our gross premiums written are primarily dependent upon the economic conditions in the construction, trucking and logging industries and upon economic conditions generally.
Unfavorable changes in economic conditions affecting the states in which we operate could adversely affect our financial condition or results of operations.
As of June 30, 2005, we provided insurance in 29 states and the District of Columbia. Although we have expanded our operations into new geographic areas and expect to continue to do so in the future, approximately 44.5% of our gross premiums written for the year ended December 31, 2004 were derived from policyholders in Louisiana, Georgia, Texas, Illinois, North Carolina and Virginia. No other state accounted for more than 5.0% of gross premiums written in 2004. In the future, we may be exposed to economic and regulatory risks or risks from natural perils that are greater than the risks faced by insurance companies that have a larger percentage of their gross premiums written diversified over a broader geographic area. Unfavorable changes in economic conditions affecting the states in which we write business could adversely affect our financial condition or results of operations. See “Business—Policyholders.”
Our revenues and results of operations may fluctuate as a result of factors beyond our control, which fluctuation may cause the price of our common stock to be volatile.
The revenues and results of operations of insurance companies historically have been subject to significant fluctuations and uncertainties. Our profitability can be affected significantly by:
| • | rising levels of claims costs, including medical and prescription drug costs, that we cannot anticipate at the time we establish our premium rates; | |
| • | fluctuations in interest rates, inflationary pressures and other changes in the investment environment that affect returns on invested assets; | |
| • | changes in the frequency or severity of claims; | |
| • | the financial stability of our reinsurers and changes in the level of reinsurance capacity and our capital capacity; | |
| • | new types of claims and new or changing judicial interpretations relating to the scope of liabilities of insurance companies; |
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| • | volatile and unpredictable developments, including man-made, weather-related and other natural catastrophes or terrorist attacks; and | |
| • | price competition. |
If our revenues and results of operations fluctuate as a result of one or more of these factors, the price of our common stock may be volatile.
We operate in a highly competitive industry and may lack the financial resources to compete effectively.
There is significant competition in the workers’ compensation insurance industry. We believe that our competition in the hazardous industries we target is fragmented and not dominated by one or more competitors. We compete with other insurance companies, individual self-insured companies, state insurance pools and self-insurance funds. Many of our existing and potential competitors are significantly larger and possess greater financial, marketing and management resources than we do. Moreover, a number of these competitors offer other types of insurance in addition to workers’ compensation and can provide insurance nationwide. We compete on the basis of many factors, including coverage availability, claims management, safety services, payment terms, premium rates, policy terms, types of insurance offered, overall financial strength, financial ratings and reputation. If any of our competitors offer premium rates, policy terms or types of insurance that are more competitive than ours, we could lose market share. No assurance can be given that we will maintain our current competitive position in the markets in which we currently operate or that we will establish a competitive position in new markets into which we may expand.
If we cannot sustain our relationships with independent agencies, we may be unable to operate profitably.
We market a substantial portion of our workers’ compensation insurance through independent agencies. As of June 30, 2005, independent agencies produced approximately 80.6% of our voluntary in-force premiums, and no independent agency accounted for more than 1.4% of our voluntary in-force premiums at that date. Independent agencies are not obligated to promote our insurance and may sell insurance offered by our competitors. As a result, our continued profitability depends, in part, on the marketing efforts of our independent agencies and on our ability to offer workers’ compensation insurance and maintain financial strength ratings that meet the requirements of our independent agencies and their policyholders.
An inability to effectively manage the growth of our operations could make it difficult for us to compete and affect our ability to operate profitably.
Our continuing growth strategy includes expanding in our existing markets, entering new geographic markets and further developing our agency relationships. Our growth strategy is subject to various risks, including risks associated with our ability to:
| • | identify profitable new geographic markets for entry; | |
| • | attract and retain qualified personnel for expanded operations; | |
| • | identify, recruit and integrate new independent agencies; and | |
| • | augment our internal monitoring and control systems as we expand our business. |
Because we are subject to extensive state and federal regulation, legislative changes may negatively impact our business.
We are subject to extensive regulation by the Louisiana Department of Insurance and the insurance regulatory agencies of other states in which we are licensed and, to a lesser extent, federal
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regulation. State agencies have broad regulatory powers designed primarily to protect policyholders and their employees, and not our shareholders. Regulations vary from state to state, but typically address:
| • | standards of solvency, including risk-based capital measurements; | |
| • | restrictions on the nature, quality and concentration of our investments; | |
| • | restrictions on the terms of the insurance policies we offer; | |
| • | restrictions on the way our premium rates are established and the premium rates we may charge; | |
| • | required reserves for unearned premiums and loss and loss adjustment expenses; | |
| • | standards for appointing general agencies; | |
| • | limitations on transactions with affiliates; | |
| • | restrictions on mergers and acquisitions; | |
| • | restrictions on the ability of our insurance company subsidiaries to pay dividends to AMERISAFE; | |
| • | certain required methods of accounting; and | |
| • | potential assessments for state guaranty funds, second injury funds and other mandatory pooling arrangements. |
We may be unable to comply fully with the wide variety of applicable laws and regulations that are continually undergoing revision. In addition, we follow practices based on our interpretations of laws and regulations that we believe are generally followed by our industry. These practices may be different from interpretations of insurance regulatory agencies. As a result, insurance regulatory agencies could preclude us from conducting some or all of our activities or otherwise penalize us. For example, in order to enforce applicable laws and regulations or to protect policyholders, insurance regulatory agencies have relatively broad discretion to impose a variety of sanctions, including examinations, corrective orders, suspension, revocation or denial of licenses and the takeover of one or more of our insurance subsidiaries. The extensive regulation of our business may increase the cost of our insurance and may limit our ability to obtain premium rate increases or to take other actions to increase our profitability.
The effects of emerging claim and coverage issues on our business are uncertain.
As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. In some instances, these changes may not become apparent until after we have issued insurance policies that are affected by the changes. As a result, the Company's gross premiums
earnedfull extent of our liability under an insurance policy may not be known until many years after the policy is issued. For example, medical costs associated with permanent and partial disabilities may increase more rapidly or be higher than we currently expect. Changes of this nature may expose us to higher claims than we anticipated when we wrote the underlying policy. As of June 30, 2005, approximately 1.3% of the 28,377 claims reported for accident year 2000 were open, 2.5% of the 13,813 claims reported for accident year 2001 were open, 4.7% of the 8,005 claims reported for accident year 2002 were open, 9.2% of the 6,278 claims reported for accident year 2003 were open and 21.8% of the 6,917 claims reported for accident year 2004 were open.
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Additional capital that we may require in the future may not be available to us or may be available to us only on unfavorable terms.
Our future capital requirements will depend on many factors, including state regulatory requirements, the financial stability of our reinsurers and our ability to write new business and establish premium rates sufficient to cover our estimated claims. We may need to raise additional capital or curtail our growth if the portion of our net proceeds of this offering to be contributed to the capital of our insurance subsidiaries is insufficient to support future operating requirements and/or cover claims. If we had to raise additional capital, equity or debt financing may not be available to us or may be available only on terms that are dependent uponnot favorable. In the case of equity financings, dilution to our shareholders could result and the securities sold may have rights, preferences and privileges senior to the common stock sold in this offering. In addition, under certain circumstances, the sale of our common stock, or securities convertible or exchangeable into shares of our common stock, at a price per share less than the fair value of our common stock may result in an adjustment to the conversion price at which shares of our existing convertible preferred stock may be converted into shares of our common stock. If we cannot obtain adequate capital on favorable terms or at all, we may be unable to support future growth or operating requirements and, as a result, our business, financial condition or results of operations could be adversely affected.
If we are unable to realize our investment objectives, our financial condition and results of operations may be adversely affected.
Investment income is an important component of our net income. As of June 30, 2005, our investment portfolio, including cash and cash equivalents, had a carrying value of $424.2 million. For the year ended December 31, 2004, we had $12.2 million of net investment income. Our investment portfolio is managed by an independent asset manager that operates under investment guidelines approved by our board of directors. Although these guidelines stress diversification and capital preservation, our investments are subject to a variety of risks, including risks related to general economic conditions, generallyinterest rate fluctuations and market volatility. General economic conditions may be adversely affected by U.S. involvement in particular,hostilities with other countries and large-scale acts of terrorism, or the demandthreat of hostilities or terrorist acts.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political conditions. Changes in interest rates could have an adverse effect on the value of our investment portfolio and future investment income. For example, changes in interest rates can expose us to prepayment risks on mortgage-backed securities included in our investment portfolio. When interest rates fall, mortgage-backed securities are prepaid more quickly than expected and the holder must reinvest the proceeds at lower interest rates. In periods of increasing interest rates, mortgage-backed securities are prepaid more slowly, which may require us to receive interest payments that are below the interest rates then prevailing for longer than expected.
These and other factors affect the wood products harvested by its logging clients. Further,capital markets and, consequently, the value of our investment portfolio and our investment income. Any significant decline in our investment income would adversely affect our revenues and net income and, as a result, increase our shareholders’ deficit and decrease our surplus.
Our business is dependent on the efforts of our executive officers because of their industry expertise, knowledge of our markets and relationships with the independent agencies that sell our insurance.
Our success is dependent on the efforts of our executive officers because of their industry expertise, knowledge of our markets and relationships with our independent agencies. Our executive officers are Mark R. Anderson, Chairman; C. Allen Bradley, Jr., President and Chief Executive Officer; Geoffrey R. Banta, Executive Vice President and Chief Financial Officer; Arthur L. Hunt, Executive Vice President and General Counsel; and Craig P. Leach, Executive Vice President, Sales and
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Marketing. Mr. Anderson and Mr. Leach have been with our company for more than 25 years and Mr. Bradley and Mr. Hunt have been with us for more than ten years. We have entered into employment agreements with each of our executive officers, which are described under “Management—Employment Agreements.” Our employment agreement with Mr. Anderson expires on January 1, 2007, unless extended. We are presently in discussions with Mr. Anderson regarding his role with our company after that date. Our employment agreements with Messrs. Bradley, Banta, Hunt and Leach expire on January 1, 2008, unless extended. Should any of our executive officers cease working for us, we may be unable to find acceptable replacements with comparable skills and experience in the workers’ compensation insurance industry and the hazardous industries that we target. As a result, our operations may be disrupted and our business may be adversely affected. We do not currently maintain life insurance policies with respect to our executive officers.
In September 2002, Mr. Banta was diagnosed with prostate cancer. He was treated at that time and declared cancer-free in early 2003. In September 2005, the prostate cancer returned. Mr. Banta began an alternative treatment that is expected to permit him to continue to substantially perform his current responsibilities as our Chief Financial Officer. However, due to the treatment regime, he cannot travel until the treatment is completed in mid-November 2005. Based on discussions with his physician, Mr. Banta has advised us that he expects to make a full recovery.
AMERISAFE is an insurance holding company and does not have any direct operations.
AMERISAFE is a holding company that transacts business through its operating subsidiaries, including American Interstate. AMERISAFE’s primary assets are the capital stock of these operating subsidiaries. The ability of AMERISAFE to pay dividends to our shareholders depends upon the surplus and earnings of our subsidiaries and their ability to pay dividends to AMERISAFE. Payment of dividends by our insurance subsidiaries is restricted by state insurance laws, including laws establishing minimum solvency and liquidity thresholds, and could be subject to contractual restrictions in the future, including those imposed by indebtedness we may incur in the future. See “Business—Regulation—Dividend Limitations.” As a result, at times, AMERISAFE may not be able to receive dividends from its insurance subsidiaries and may not receive dividends in amounts necessary to pay dividends on our capital stock. Based on reported capital and surplus at December 31, 2004, American Interstate would have been permitted under Louisiana insurance law to pay dividends to AMERISAFE in 2005 in an amount up to $11.2 million without approval by the Louisiana Department of Insurance.
In addition, our ability to pay dividends is subject to restrictions in the articles of incorporation of AMERISAFE that prohibit us from paying dividends on our common stock (other than in additional shares of common stock) without the consent of the holders of two-thirds of the outstanding shares of our convertible preferred stock. If holders of our convertible preferred stock consent to the payment of a dividend, we must pay a dividend to the holders of our convertible preferred stock on an as-converted to common stock basis equal to the dividend we pay to holders of our common stock. Currently, we do not intend to pay dividends on our common stock.
Assessments and premium surcharges for state guaranty funds, second injury funds and other mandatory pooling arrangements may reduce our profitability.
Most states require insurance companies licensed to do business in their state to participate in guaranty funds, which require the insurance companies to bear a portion of the unfunded obligations of impaired, insolvent or failed insurance companies. These obligations are funded by assessments, which are expected to continue in the future. State guaranty associations levy assessments, up to prescribed limits, on all member insurance companies in the state based on their proportionate share of premiums written in the lines of business in which the impaired, insolvent or failed insurance companies are engaged. See “Business—Regulation.” Accordingly, the assessments levied on us may increase as we increase our written premium. Some states also have laws that establish second injury funds to reimburse insurers and employers for claims paid to injured employees for aggravation of prior
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conditions or injuries. These funds are supported by either assessments or premium surcharges based on paid losses.
In addition, as a condition to conducting business in some states, insurance companies are required to participate in residual market programs to provide insurance to those employers who cannot procure coverage from an insurance carrier on a negotiated basis. Insurance companies generally can fulfill their residual market obligations by, among other things, participating in a reinsurance pool where the results of all policies provided through the pool are shared by the participating insurance companies. Although we price our insurance to account for obligations we may have under these pooling arrangements, we may not be successful in estimating our liability for these obligations. Accordingly, mandatory pooling arrangements may cause a decrease in our profits. We currently participate in mandatory pooling arrangements in 11 states. Our average annual premiums from mandatory pooling arrangements were approximately $5.2 million from 2001 through 2004. Our loss and loss adjustment expenses and assessments for expenses and losses related to these mandatory pooling arrangements caused our combined ratio in these years to increase an average of 0.1%. As we write policies in new states that have mandatory pooling arrangements, we will be required to participate in additional pooling arrangements. Further, the impairment, insolvency or failure of other insurance companies in these pooling arrangements would likely increase the liability for other members in the pool. The effect of assessments and premium surcharges or changes in them could reduce our profitability in any given period or limit our ability to grow our business.
The outcome of recent insurance industry investigations and regulatory proposals could adversely affect our financial condition and results of operations and cause the price of our common stock to be volatile.
The insurance industry has recently become the focus of increased scrutiny by regulatory and law enforcement authorities, as well as class action attorneys and the general public, relating to allegations of improper special payments, price-fixing, bid-rigging, improper accounting practices and other alleged misconduct, including payments made by insurers to brokers and the practices surrounding the placement of insurance business. Formal and informal inquiries have been made of a large segment of the industry, and a number of companies in the insurance industry have received or may receive subpoenas, requests for information from regulatory agencies or other inquiries relating to these and similar matters. These efforts are expected to result in both enforcement actions and proposals for new state and federal regulation. It is difficult to predict the outcome of these investigations, whether they will expand into other areas not yet contemplated, whether activities and practices currently thought to be lawful will be characterized as unlawful, what form new regulations will have when finally adopted and the impact, if any, of increased regulatory and law enforcement action and litigation on our business and financial condition. We have received and responded to requests for information and other inquiries from the Department of Insurance in each of Arkansas, Delaware and North Carolina and have received no further requests for information.
We may have exposure to losses from terrorism for which we are required by law to provide coverage.
When writing workers’ compensation insurance policies, we are required by law to provide workers’ compensation benefits for losses arising from acts of terrorism. The impact of any terrorist act is unpredictable, and the ultimate impact on us would depend upon the nature, extent, location and timing of such an act. Notwithstanding the protection provided by reinsurance and the Terrorism Risk Insurance Act of 2002, the risk of severe losses to us from acts of terrorism has not been eliminated because our reinsurance treaty program includes various sub-limits and exclusions limiting our reinsurers’ obligation to cover losses caused by acts of terrorism. Accordingly, events constituting acts of terrorism may not be covered by, or may exceed the capacity of, our reinsurance and could adversely affect our business and financial condition. In addition, the Terrorism Risk Insurance Act is set to expire on December 31, 2005, and the U.S. Department of the Treasury has recommended that
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Congress not extend the law in its current form. If this law is not extended or is extended in a scaled-back form, which is the current proposal by the U.S. Department of the Treasury, reinsurance for losses arising from terrorism may be unavailable or prohibitively expensive, and we may be further exposed to losses arising from acts of terrorism.
Risks Related to Our Common Stock and This Offering
There has been no prior public market for our common stock and, therefore, you cannot be certain that an active trading market or a specific share price will be established.
�� Currently, there is no public trading market for our common stock, and it is possible that an active trading market will not develop upon completion of this offering or that the market price of our common stock will decline below the initial public offering price. We have applied to have our shares of common stock approved for listing on the Nasdaq National Market under the symbol “AMSF.” The initial public offering price per share will be determined by negotiation among us and the underwriters and may not be indicative of the market price of our common stock after completion of this offering.
The trading price of our common stock may decline after this offering.
The trading price of our common stock may decline after this offering for many reasons, some of which are beyond our control, including, among others:
| • | our results of operations; | |
| • | changes in expectations as to our future results of operations, including financial estimates and projections by securities analysts and investors; | |
| • | results of operations that vary from those expected by securities analysts and investors; | |
| • | developments in the healthcare or insurance industries; | |
| • | changes in laws and regulations; | |
| • | announcements of claims against us by third parties; and | |
| • | future sales of our common stock. |
In addition, the stock market in general has experienced significant volatility that often has been unrelated to the operating performance of companies whose shares are traded. These market fluctuations could adversely affect the trading price of our common stock, regardless of our actual operating performance. As a result, the trading price of our common stock may be less than the initial public offering price, and you may not be able to sell your shares at or above the price you pay to purchase them.
Public investors will suffer immediate and substantial dilution as a result of this offering.
The initial public offering price per share is significantly higher than our pro forma net tangible book value per share of common stock. Accordingly, if you purchase shares in this offering, you will suffer immediate and substantial dilution of your investment. Based upon the issuance and sale of shares of our common stock at an assumed initial offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will incur immediate dilution of approximately $ in the net tangible book value per share if you purchase common stock in this offering. See “Dilution.” In addition, if you purchase shares in this offering, you will:
| • | pay a price per share that substantially exceeds the book value of our assets after subtracting liabilities; and | |
| • | contribute % of the total amount invested to date to fund our company based on an assumed initial offering price to the public of $ per share, which is the midpoint of the price range |
20
| set forth on the cover page of this prospectus, but will own only % of the shares of common stock outstanding after completion of this offering. |
Securities analysts may not initiate coverage of our common stock or may issue negative reports, which may adversely affect the trading price of our common stock.
There is no assurance that securities analysts will cover our company after completion of this offering. If securities analysts do not cover our company, this lack of coverage may adversely affect the trading price of our common stock. The trading market for our common stock will rely in part on the research and reports that securities analysts publish about us or our business. If one or more of the analysts who cover our company downgrades our common stock, the trading price of our common stock may decline rapidly. If one or more of these analysts ceases to cover our company, we could lose visibility in the market, which, in turn, could also cause the trading price of our common stock to decline. Because of our small market capitalization, it may be difficult for us to attract securities analysts to cover our company, which could adversely affect the trading price of our common stock.
Upon completion of this offering, our principal shareholders will still have the ability to significantly influence our business, which may be disadvantageous to other shareholders and adversely affect the trading price of our common stock.
Upon completion of this offering and based on the number of shares outstanding as of June 30, 2005, entities affiliated with Welsh Carson Anderson & Stowe, or Welsh Carson, collectively, will beneficially own approximately % of our outstanding common stock and will possess approximately % of the total voting power. As a result, these shareholders, acting together, will have the ability to exert substantial influence over all matters requiring approval by our shareholders, including the election and removal of directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. In addition, these shareholders may have interests that are different from ours. For example, entities affiliated with Welsh Carson own a substantial interest in AmCOMP Incorporated, which is a workers’ compensation insurance company. Two members of our board of directors are also directors of AmCOMP.
Our officers, directors and principal shareholders could delay or prevent an acquisition or merger of our company even if the transaction would benefit other shareholders. Moreover, this concentration of share ownership may make it difficult for shareholders to replace management. In addition, this significant concentration of share ownership may adversely affect the Company's clientstrading price for our common stock because investors often perceive disadvantages in owning stock in companies with significant or controlling shareholders. This concentration could be disadvantageous to other shareholders with interests different from those of our officers, directors and principal shareholders and the trading price of our common stock could be adversely affected. See “Principal and Selling Shareholders” for a more detailed description of our share ownership.
Future sales of our common stock may affect the trading price of our common stock and the future exercise of options or the exercise of the conversion rights of our convertible preferred stock may lower our stock price.
We cannot predict what effect, if any, future sales of our common stock, or the availability of shares for future sale, will have on the trading price of our common stock. Sales of a substantial number of shares of our common stock in the logging industry,public market after completion of this offering, or the Company's gross premiums earned tendperception that such sales could occur, may adversely affect the trading price of our common stock and may make it more difficult for you to sell your shares at a time and price that you determine appropriate. See “Shares Eligible for Future Sale” for further information regarding circumstances under which additional shares of our common stock may be lower duringsold. Upon completion of this offering, there will be shares of our common stock outstanding. Moreover, additional shares of our common stock are issuable upon the full exercise of options granted in connection with this offering and
21
the conversion of shares of our convertible preferred stock. See “Description of Capital Stock.” We and our current directors, our officers and the selling shareholders have entered into 180-day lock-up agreements as described in “Shares Eligible for Future Sale—Lock-Up Agreements.” An aggregate of shares of our common stock are subject to these lock-up agreements.
Being a public company will increase our expenses and administrative workload.
As a public company, we will need to comply with additional laws and regulations, including the Sarbanes-Oxley Act of 2002 and related rules of the Securities and Exchange Commission, or the SEC, and requirements of the Nasdaq National Market. We were not required to comply with these laws and requirements as a private company. Complying with these laws and regulations will require the time and attention of our board of directors and management and will increase our expenses. Among other things, we will need to:
| • | design, establish, evaluate and maintain a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board; | |
| • | prepare and distribute periodic reports in compliance with our obligations under the federal securities laws; | |
| • | establish new internal policies, principally those relating to disclosure controls and procedures and corporate governance; | |
| • | institute a more comprehensive compliance function; and | |
| • | involve to a greater degree our outside legal counsel and accountants in the above activities. |
In addition, we also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage. These factors could also make it more difficult for us to attract and retain qualified executives and members of our board of directors, particularly directors willing to serve on our audit committee.
We will be exposed to risks relating to evaluations of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002.
We are in the process of evaluating our internal control systems to allow management to report on, and our independent auditors to assess, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We are required to comply with Section 404 by no later than December 31, 2006. However, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable SEC and Public Company Accounting Oversight Board rules and regulations that remain unremediated. As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that materially affect, or are reasonably likely to materially affect, internal controls over financial reporting. A “material weakness” is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. If we fail to implement the requirements of Section 404 in a timely manner, we might be subject to sanctions or investigation by regulatory agencies such as the SEC. In addition, failure to comply with Section 404 or the report by us of a material weakness may cause investors to lose confidence in our financial statements and the trading price of our common stock may decline. If we fail to remedy any
22
material weakness, our financial statements may be inaccurate, our access to the capital markets may be restricted and the trading price of our common stock may decline.
Anti-takeover provisions in our articles of incorporation and bylaws and under the laws of the states of Louisiana and Texas could impede an attempt to replace or remove our directors or otherwise effect a change of control of our company, which could diminish the value of our common stock.
Our articles of incorporation and bylaws contain provisions that may make it more difficult for shareholders to replace or remove directors even if the shareholders consider it beneficial to do so. In addition, these provisions could delay or prevent a change of control of our company that shareholders might consider favorable. Our articles of incorporation and bylaws contain the following provisions that could have an anti-takeover effect:
| • | election of our directors is classified, meaning that the members of only one of three classes of our directors are elected each year; | |
| • | shareholders have limited ability to call shareholder meetings and to bring business before a meeting of shareholders; | |
| • | shareholders may not act by written consent, unless the consent is unanimous; and | |
| • | our board of directors may authorize the issuance of preferred stock with such rights, preferences and privileges as the board deems appropriate. |
These provisions may make it difficult for shareholders to replace management and could have the effect of discouraging a future takeover attempt that is not approved by our board of directors, but which individual shareholders might consider favorable.
We are incorporated in Texas and will be subject to Part 13 of the Texas Business Corporation Act. Under this statute, our ability to enter into a business combination with any affiliated shareholder will be limited. See “Description of Capital Stock—Anti-Takeover Provisions.”
In addition, two of our three insurance company subsidiaries, American Interstate and Silver Oak Casualty, are incorporated in Louisiana and the other, American Interstate of Texas, is incorporated in Texas. Under Louisiana and Texas insurance law, advance approval by the state insurance department is required for any change of control of an insurer. “Control” is presumed to exist through the direct or indirect ownership of 10% or more of the voting securities of a domestic insurance company or any entity that controls a domestic insurance company. Obtaining these approvals may result in the material delay of, or deter, any such transaction.
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CERTAIN IMPORTANT INFORMATION
You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and the underwriters are offering to sell and seeking offers to buy these securities only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
In this prospectus:
| • | references to the “company,” “we,” “us” or “our” refer to AMERISAFE, Inc. and its subsidiaries, unless the context suggests otherwise; and | |
| • | references to “AMERISAFE” refer solely to AMERISAFE, Inc., unless the context suggests otherwise. |
Unless otherwise stated, all amounts in this prospectus assume no exercise of the underwriters’ over-allotment option and all share amounts for periods following completion of, inclement
weather when logging activity is reduced. See "-- Quarterly Fluctuations in
Operating Results" and "Management'sor giving effect to, this offering assume:
| • | an initial public offering price of $ per share, which is the mid-point of the price range set forth on the cover page of this prospectus; | |
| • | a -for- reverse stock split prior to completion of this offering; | |
| • | the use of approximately $ million of our proceeds from this offering to redeem all of our outstanding Series E preferred stock upon completion of this offering; | |
| • | the use of 50% of our net proceeds from this offering, or approximately $ million, to redeem shares of our outstanding Series A preferred stock upon completion of this offering; and | |
| • | the exchange of the remaining shares of our outstanding Series A preferred stock for shares of common stock upon completion of this offering. |
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FORWARD-LOOKING STATEMENTS
Some of the statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Overview."
RELIANCE ON INDEPENDENT AGENTS
The Company markets a portionOperations” and “Business” and elsewhere in this prospectus may include forward-looking statements. These statements reflect the current views of its workers' compensation productsour senior management with respect to future events and services through independent agents. For the year ended December 31, 1995our financial performance. These statements include forward-looking statements with respect to our business and the three months ended March 31, 1996, independent agents accountedinsurance 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 for approximately 39.1% and 47.8%, respectively,purposes of the Company's gross premiums
earned. No independent agent accounted for 5.0%federal securities laws or otherwise.
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; | |
| • | changes in rating agency policies or practices; | |
| • | the cyclical nature of the workers’ compensation insurance industry; | |
| • | 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; | |
| • | negative developments in the workers’ compensation insurance industry; | |
| • | decreased level of business activity of our policyholders; | |
| • | decreased demand for our insurance; | |
| • | increased competition on the basis of coverage availability, claims management, safety services, payment terms, premium rates, policy terms, types of insurance offered, overall financial strength, financial ratings and reputation; | |
| • | changes in regulations or laws applicable to us, our policyholders or the agencies that sell our insurance; | |
| • | changes in legal theories of liability under our insurance policies; | |
| • | developments in capital markets that adversely affect the performance of our investments; | |
| • | loss of the services of any of our senior management or other key employees; | |
| • | 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 | |
| • | changes in general economic conditions, including inflation and other factors. |
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. If one or more of the Company's gross
premiums earned for either period.
10
12
These agents are not obligatedthese or other risks or uncertainties materialize, or if our underlying assumptions prove to promote the Company's products and services
andbe incorrect, actual results may sell competitors' insurance products. As a result, the Company's
business dependsdiffer materially from what we anticipate. Any forward-looking statements you read in part on the marketing effort of these agents and on the
Company's ability to continue to offer workers' compensation products and
services that meet the requirements of these agents and their customers. In
addition,this prospectus reflect our views as the Company expands into additional states and industries, it may
elect to establish additional independent agents to market its products. Failure
of these independent insurance agents to market successfully the Company's
products and services could have a materially adverse effect on the Company's
business, financial condition or results of operations. See "Business -- Sales
and Marketing."
TAX-FREE REORGANIZATION
Immediately prior to the completion of the Offering, the Company
distributed the stockdate of certain subsidiary corporations to existing
shareholders of the Company in transactions intended to qualify as tax-free
distributions for federal income tax purposes under section 355 of the Internal
Revenue Code of 1986, as amended (the "Code"). Prior to such distributions, the
Board of Directors of the Company received an opinion of counsel to the effect
that such distributions should so qualify for federal income tax purposes. The
opinion of counsel received by the Board of Directors of the Company is not
binding on the Internal Revenue Service (the "IRS"), and there can be no
assurance that the IRS will agree with the opinion. No rulingthis prospectus with respect to such distributions has been requested from the IRS, however,future events and there can be no
assurance that the IRS will not take the position that such distributions do not
qualify as tax-free. If the distributions were notare subject to qualify for tax-free
treatment under section 355these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. Before making a decision to purchase our common stock, you should carefully consider all of the Code, the Company would recognize taxable
gainfactors identified in this prospectus that could cause actual results to differ.
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USE OF PROCEEDS
We estimate that our net proceeds from this offering will be approximately $ million, based on the distributions equal to the difference on such date between (i) the
fair market value of the distributed stock and (ii) the Company's adjusted basis
in such stock. See "Recent Reorganization."
DEPENDENCE ON KEY PERSONNEL
The Company's success is largely dependent on the efforts of Millard E.
Morris, its Chairman of the Board of Directors and Chief Executive Officer, and
Mark R. Anderson, its President. The loss of the services of either of these
individuals could have a materially adverse effect on the Company. Further, the
employment agreement between the Company and Mr. Morris does not provide for him
to devote full time to the business of the Company. See
"Management -- Employment Agreements."
ABSENCE OF PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE
Prior to the Offering, there has been no public market for the Class A
Common Stock and there can be no assurance that an active trading market for the
Class A Common Stock will develop or be sustained after the Offering. Theassumed initial public offering price of $ per share, which is the Classmid-point of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and our estimated offering expenses. We will use 50% of our net proceeds from this offering, or about $ million, to redeem approximately shares of our outstanding Series A Common Stockpreferred stock and approximately $ million to redeem all of our outstanding Series E preferred stock. We intend to use approximately $ million of the remaining net proceeds to contribute capital to our insurance company subsidiaries and approximately $ million for general corporate purposes, including to pay interest on our outstanding subordinated notes, to fund other holding company operations and to make additional capital contributions to our insurance company subsidiaries as necessary.
DIVIDEND POLICY
We currently intend to retain any future earnings to finance our operations and growth. As a result, we do not expect to pay any cash dividends on our common stock for the foreseeable future. Any future determination to pay cash dividends on our common stock will be determined
through negotiations betweenat the Companydiscretion of our board of directors and representativeswill be dependent on our earnings, financial condition, operating results, capital requirements, any contractual, regulatory or other restrictions on the payment of dividends by our subsidiaries to AMERISAFE, and other factors that our board of directors deems relevant.
AMERISAFE is a holding company and has no direct operations. Our ability to pay dividends in the Underwriters,future depends on the ability of our operating subsidiaries to pay dividends to us. Our insurance company subsidiaries are regulated insurance companies and may not be indicative of the market price. Additionally, the
market price of the Class A Common Stock could betherefore are subject to significant fluctuationsregulatory restrictions limiting their ability to declare and pay dividends.
Our ability to pay dividends is also subject to restrictions set forth in response to period-to-period variationsour articles of incorporation, which prohibit us from paying dividends on our common stock (other than in operating resultsadditional shares of common stock) without the consent of the Company, changes in general conditions inholders of two-thirds of the economy or the financial
markets, developments in the health care or insurance industries or other
developments affecting the Company, its customers or its competitors, someoutstanding shares of which may be unrelatedour convertible preferred stock. If holders of our convertible preferred stock consent to the Company's performance. See "Underwriting."
COMPETITION
The workers' compensation industry is highly competitive. The Company's
competitors include, among others, insurance companies, specialized provider
groups, in-house benefits administrators, state insurance pools and other
significant providerspayment of health care and insurance services. A number of the
Company's current and potential competitors are significantly larger, with
greater financial and operating resources than the Company and can offer their
services nationwide. Additionally, the Company does not offer the full line of
insurance products which is offereda dividend by some of its competitors. There can be no
assurance that the Company will be able to compete effectively in the future.
See "Business -- Competition."
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13
SHARES ELIGIBLE FOR FUTURE SALE
After completion of the Offering, the Company will have outstanding
11,000,000 shares of Class A Common Stock (12,650,000 shares if the
Underwriters' over-allotment option is exercised in full) and 17,400,000 shares
of Class B Common Stock. Of those shares, 11,000,000 shares of Class A Common
Stock offered hereby (12,650,000 if the Underwriter's over-allotment option is
exercised in full) will be freely tradable without restriction or further
registration under the Securities Act of 1933, as amended (the "Securities
Act"), unless purchased by "affiliates" of the Company, as that term is defined
in Rule 144 under the Securities Act ("Rule 144"). All of the shares of Class B
Common Stock were issued by the Company in private transactions priorus, we must pay a dividend to the Offering and are "restricted securities" as that term is defined in Rule 144 and
are tradable subjectholders of our convertible preferred stock on an as-converted to compliance with Rule 144. The Company and its existing
shareholders, who upon completion of the Offering will own 17,400,000 shares of
Class B Common Stock, have agreed not to dispose of any shares of Class A Common
Stock or any securities convertible into or exchangeable for such Class A Common
Stock (other than shares andcommon stock options to be granted pursuantbasis equal to the Stock
Incentive Plan)dividend we pay to holders of our common stock.
For additional information regarding restrictions on the payment of dividends by us and our insurance company subsidiaries, see “Business—Regulation—Dividend Limitations.”
26
CAPITALIZATION
The table below sets forth our consolidated capitalization as of June 30, 2005 on an actual basis and on an as adjusted basis giving effect to:
| • | the sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the mid-point of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and our estimated offering expenses; | |
| • | a -for- reverse stock split prior to completion of this offering; | |
| • | the use of approximately $ million of our proceeds from this offering to redeem all of our outstanding Series E preferred stock upon completion of this offering; | |
| • | the use of $ million, or 50% of our net proceeds from this offering, to redeem shares of our outstanding Series A preferred stock upon completion of this offering; | |
| • | the exchange of the remaining shares of our outstanding Series A preferred stock for shares of common stock upon completion of this offering; and | |
| • | shares of restricted stock that we intend to grant to our non-employee directors upon completion of this offering. |
| As of June 30, 2005 | |||||||||
| Actual | As Adjusted | ||||||||
| (Unaudited) | |||||||||
| (In thousands, except | |||||||||
| share data) | |||||||||
Subordinated debt securities | $ | 36,090 | $ | 36,090 | |||||
Redeemable preferred stock: | |||||||||
| Series A preferred stock, par value $0.01 per share, $100 per share redemption value, 1,500,000 shares authorized; 848,082 shares issued and outstanding, actual; no shares issued and outstanding, as adjusted | 84,808 | — | |||||||
| Series C convertible preferred stock, par value $0.01 per share, $100 per share redemption value, 300,000 shares authorized; 300,000 shares issued and outstanding, actual and as adjusted | 30,000 | 30,000 | |||||||
| Series D convertible preferred stock, par value $0.01 per share, $100 per share redemption value, 200,000 shares authorized; 200,000 shares issued and outstanding, actual and as adjusted | 20,000 | 20,000 | |||||||
| Total redeemable preferred stock | 134,808 | 50,000 | |||||||
Shareholders’ deficit: | |||||||||
| Series E preferred stock, par value $0.01 per share, $100 per share redemption value, 500,000 shares authorized; 35,930 shares issued and outstanding, actual; no shares issued and outstanding, as adjusted | 3,593 | — | |||||||
| Common stock, par value $0.01 per share, 100,000,000 shares authorized; 21,581,864 shares issued and outstanding, actual; shares issued and outstanding, as adjusted | 216 | ||||||||
| Additional paid-in capital | — | ||||||||
| Retained deficit | (60,900 | ) | |||||||
| Accumulated other comprehensive income | 6,639 | ||||||||
| Total shareholders’ deficit | (50,452 | ) | |||||||
Total capitalization | $ | 120,446 | $ | ||||||
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DILUTION
Our net tangible book value as of June 30, 2005 is presented below on a periodpro forma basis, assuming:
| • | the use of approximately $ million of our proceeds from this offering to redeem all of our outstanding Series E preferred stock upon completion of this offering; | |
| • | the use of $ million, or 50% of our net proceeds from this offering, based on the assumed initial public offering price of $ per share, which is the mid-point of the price range set forth on the cover page of this prospectus, to redeem shares of our outstanding Series A preferred stock upon completion of this offering; | |
| • | the exchange of the remaining shares of our outstanding Series A preferred stock for shares of our common stock; and | |
| • | the issuance of shares of restricted stock to our non-employee directors upon completion of this offering. |
As of 180 days from the date of this Prospectus,
without the prior written consent of Smith Barney Inc., on behalf of the
Underwriters. Sales of substantial amounts of Class A Common StockJune 30, 2005, our pro forma net tangible book value was $ million, or Class B
Common Stock, or the perception that such sales could occur, could adversely
affect market prices for the Class A Common Stock and could impair the Company's
future ability to obtain capital through an offering of equity securities. See
"Shares Eligible for Future Sale." In addition, Messrs. Morris and Anderson are
entitled to certain registration rights with respect to the shares of the Class
A Common Stock. See "Description of Capital Stock -- Class A Common Stock and
Class B Common Stock -- Registration Rights Agreement."
IMMEDIATE AND SUBSTANTIAL DILUTION
Purchasers of Class A Common Stock in the Offering will experience
immediate and substantial dilution, approximately $10.61$ per share in theof common stock. Our pro forma net tangible book value per share represents the amount of Class A Common Stock and may incur additional
dilution uponour total tangible assets less total liabilities divided by the exercisenumber of outstanding stock options. See "Dilution" and
"Management -- Stock Incentive Plan -- Awards."
ANTI-TAKEOVER PROVISIONS
The Board of Directors of the Company is authorized to issue up to
25,000,000 shares of Preferred Stock andour common stock outstanding. After giving effect to fix the rights, preferences,
privileges and restrictions, including voting rights,issuance of those shares without
any further vote or action by the shareholders of the Company. The rights and
preferences of any such Preferred Stock may be superior to those of the Class A
Common Stock and may adversely affect the rights of the holders of the Class A
Common Stock. The Company has no present intention to issue any shares of Preferred Stock. The voting structure ofour common stock at the Common Stock and other provisions
of the Articles are intended to encourage a person interested in acquiring the
Company to negotiate with, and to obtain the approval of, the Board of Directors
of the Company in connection with any such transaction. However, certain of
these provisions may discourage a future acquisition of the Company, including
an acquisition in which shareholders might otherwise receive a premium for their
shares. As a result, shareholders who might desire to participate in such a
transaction may not have the opportunity to do so. Moreover, the existence of
these provisions may have a depressive effect on the market price of the Class A
Common Stock. In addition, the Company is subject to the provisions of Louisiana
law applicable to insurance holding companies that prohibit a merger or change
in control of the Company without the approval of the Louisiana Department of
Insurance. See "Description of Capital Stock -- Anti-Takeover Provisions."
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14
USE OF PROCEEDS
Assuming aassumed initial public offering price of $15$ per share, which is the mid-point of the price range set forth on the cover page of this prospectus, and the application of the estimated net proceeds to the
Company from the sale of the 11,000,000 shares of Class A Common Stock offered
hereby,therefrom, and after deducting the estimated underwriting discounts and commissions and Offeringour estimated offering expenses, are estimatedour pro forma net tangible book value as of June 30, 2005 would have been $ million, or $ per share of common stock. This amount represents an immediate increase of $ per share to be approximately $152.5 million ($175.5
million if the Underwriters' over-allotment option is exercised in full). The
Company intends to use the net proceedsour existing shareholders and an immediate dilution of $ per share from the Offering as follows:
(i) $50.0 million to repay a note issued as a capital contribution
to Auto One Acceptance Corporation in connection with the Reorganization
(Immediately prior to the Reorganization AOAC was a wholly owned
subsidiary of the Company; immediately following the Reorganization AOAC
will be owned by Messrs. Morris and Anderson);
(ii) $12.1 million to repay notes issued to a former shareholder and
former subsidiaries in connection with the Reorganization;
(iii) $10.0 million to repay in full indebtedness to Banc One Capital
Partners II, Ltd., which matures in January 2002 and bears interest at a
rate equal to the London Interbank Offered Rate plus 6.0% (11.5% at July
31, 1996); and
(iv) $900,000 to repay in full indebtedness to certain individuals
incurred by the Company in September 1995 in connection with the
acquisition of Hammerman & Gainer, Inc., a subsidiary of the Company. Such
indebtedness bears interest at 2.667% per annum and is repayable in four
equal installments with the last such payment due in September 1999.
The balance of the estimated net proceeds from the Offering (approximately $79.5
million, or $102.5 million if the Underwriters' over-allotment option is
exercised in full) will be retained by the Company and used to increase its
capital and surplus and for other general corporate purposes. Pending such use,
the Company intends to invest such proceeds in investment-grade debt securities.
For information relating to the Reorganization, see "Recent Reorganization"
below.
DIVIDEND POLICY
The Company does not currently intend to pay cash dividends to its
shareholders. Any determination to pay cash dividends in the future and their
amounts, however, will be at the discretion of the Board of Directors and will
depend upon the Company's earnings, financial condition, capital requirements,
plans for expansion, contractual restrictions, restrictions imposed by
applicable law and regulations and other factors deemed relevant by the Board of
Directors. The principal source for cash from which to make dividend payments
will be dividends and other distributions from the Company's subsidiaries. The
Company has not paid any dividends to its shareholders in the past two years
except for the distributions described below under "Recent Reorganization." See
"Risk Factors -- Government Regulation" and "Management's Discussion and
Analysis of Results of Operations -- Liquidity and Capital Resources."
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15
RECENT REORGANIZATION
Immediately prior to completion of the Offering, the Company effected
certain transactions to separate certain non-workers' compensation related
businesses from its workers' compensation businesses and otherwise facilitate
the Offering (the "Reorganization"). The Reorganization principally consisted of
the following steps:
(i) The Company distributed all of the stock of certain corporations
conducting insurance agency and other unrelated businesses (the "MorTem
Corporations") and 51% of the capital stock of two other
subsidiaries -- Southern Underwriters, Inc. ("SU"), and Morris, Temple &
Trent Financial Services, Inc. ("MTTFS") -- to a former shareholder of the
Company in exchange for all shares of Class B Common Stock then owned by
such shareholder. In addition, the Company paid such shareholder $8.0
million and contributed additional capital to the MorTem Corporations in
the amount of $4.1 million, in each case, in the form of notes, bearing
interest at 8.0%. Such notes will be paid with the proceeds of the
Offering.
(ii) The Company distributed all of the capital stock of Auto One
Acceptance Corporation ("AOAC") to Messrs. Morris and Anderson on a pro
rata basis and the remaining 49% of the capital stock of SU and MTTFS to
Mr. Morris. Prior to such distribution, the Company contributed to AOAC
additional capital in the amount of $50 million, in the form of a note
bearing interest at 8.0%. Such note will be paid with proceeds of the
Offering.
The Board of Directors of the Company, in reliance upon the advice of
counsel to the Company, believes that the distributions of the stock of the
MorTem Corporations, AOAC, SU and MTTFS (the "Distributed Subsidiaries")
described in steps (i) and (ii) above (the "Distributions") should qualify as
tax-free under section 355 of the Code. In general, if the Distributions so
qualify as tax-free under section 355 of the Code, (i) the Company will not be
taxed on any unrealized appreciation on the value of the stock of the
Distributed Subsidiaries, and (ii) the shareholders receiving such Distributions
will not be taxed on the value of the stock received.
The Board of Directors of the Company received an opinion of Jones, Day,
Reavis & Pogue, counsel to the Company, to the effect that for federal income
tax purposes the Distributions should qualify as tax-free under section 355 of
the Code. Such opinion of counsel was based upon and subject to certain
assumptions, facts and representations provided by the Company and certain of
the Company's shareholders. The Company is not aware of any present facts or
circumstances which should make such assumptions, facts, representations and
advice unobtainable or untrue. However, certain future events not within the
control of the Company, including, for example, certain dispositions of stock of
the Company or the Distributed Subsidiaries after the Distributions, could cause
the Distributions not to qualify as tax-free.
The opinion of counsel received by the Board of Directors of the Company
has no binding effect on the IRS and there can be no assurance that the IRS will
agree with the opinion. A ruling has not been sought from the IRS with respect
to the federal income tax consequences of the Reorganization, and it is possible
that the IRS may take the position that some or all of the Distributions do not
qualify as tax-free, whether or not the assumptions, facts, representations and
advice referred to above are received and are true at the time of the
Reorganization, and such position may ultimately be upheld. If a Distribution
were not to qualify for tax-free treatment under section 355 of the Code, the
Company would recognize taxable gain on the Distribution equal to the difference
on such date between (i) the fair market value of the distributed stock and (ii)
the Company's adjusted basis in such stock. The Company believes that any
taxable gain recognized if the Distributions fail to qualify for tax-free
treatment would be substantial and would have a materially adverse effect on the
Company's business, financial condition or results of operations. Further, each
Company shareholder receiving stock of a Distributed Subsidiary in a
distribution not qualifying as tax-free would be treated as receiving a
distribution, taxable as a dividend, in an amount equal to the fair market value
of such stock on the date of distribution.
The foregoing summary of the anticipated principal federal income tax
consequences of the Reorganization under current law is for general information
only and does not purport to cover all federal income tax consequences or any
tax consequences that may arise under the tax laws of other jurisdictions. The
Company has not requested, and its counsel will not be rendering, any opinion
with respect to the tax consequences of the Reorganization under the laws of any
state, local or foreign government.
14
16
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at March 31, 1996, as adjusted to reflect the transactions consummated
in connection with the Reorganization (see "Recent Reorganization") and as
further adjusted to reflect the sale of the 11,000,000 shares of Class A Common
Stock offered hereby and the application of the net proceeds therefrom as
described under "Use of Proceeds," assuming aassumed initial public offering price of $15$ per share issued to new investors purchasing shares offered hereby. The table below illustrates this per share dilution:
| Assumed initial public offering price per share | $ | ||||||||
| Pro forma net tangible book value per share as of June 30, 2005 | $ | ||||||||
| Increase in pro forma net tangible book value per share attributable to this offering | $ | ||||||||
| Pro forma net tangible book value per share after this offering | $ | ||||||||
| Dilution per share to new investors | $ | ||||||||
The table below sets forth, as of June 30, 2005, the number of shares of our common stock issued (assuming the use of $ million to redeem all of our outstanding Series E preferred stock, the use of $ million, or 50% of our net proceeds from this offering, to redeem shares of our outstanding Series A preferred stock, the exchange of the remaining shares of our outstanding Series A preferred stock for shares of our common stock, and the issuance of shares of restricted stock to our non-employee directors upon completion of this offering), the total consideration paid and the average price per share paid by (a) our existing shareholders, and (b) our new investors, after giving effect to the issuance of shares of common stock in this offering at the assumed initial public offering price, before deducting underwriting discounts and commissions and our estimated offering expenses, of $ per share.
| Shares Issued | Total Consideration | Average Price | |||||||||||||||||||
| Number | Percent | Amount | Percent | Per Share | |||||||||||||||||
| Existing shareholders | |||||||||||||||||||||
| New investors | |||||||||||||||||||||
| Total | |||||||||||||||||||||
This table does not give effect to:
| • | shares that may be issued pursuant to stock options we intend to grant to our executive officers and other employees upon completion of this offering, at an exercise price equal to the initial public offering price; and | |
| • | additional shares available for future issuance under our equity incentive plans. |
28
SELECTED FINANCIAL INFORMATION
The following income statement data for the Class A Common Stockyears ended December 31, 2002, 2003 and no exercise2004 and the balance sheet data as of December 31, 2003 and 2004 were derived from our consolidated financial statements included elsewhere in this prospectus. The income statement data for the Underwriters'
over-allotment option. This tableyears ended December 31, 2000 and 2001 and the balance sheet data as of December 31, 2000, 2001 and 2002 were derived from our audited consolidated financial statements, which are not included in this prospectus. The income statement data for the six-month periods ended June 30, 2004 and 2005 and the balance sheet data as of June 30, 2004 and 2005 were derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus, which include all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair presentation of our financial position and results of operations for the periods presented. These historical results are not necessarily indicative of results to be expected from any future period. You should be read the following selected financial information together with the other information contained in conjunction with
"Management'sthis prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” and the Company's Consolidated Financial Statementsfinancial statements and related notes included elsewhere in this prospectus.
| Year Ended December 31, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | |||||||||||||||||||||||
| (In thousands, except share and per share data) | |||||||||||||||||||||||||||||
Income Statement Data | |||||||||||||||||||||||||||||
| Gross premiums written | $ | 345,027 | $ | 204,752 | $ | 185,093 | $ | 223,590 | $ | 264,962 | $ | 151,557 | $ | 160,524 | |||||||||||||||
| Ceded premiums written | (80,076 | ) | (49,342 | ) | (26,563 | ) | (27,600 | ) | (21,951 | ) | (10,523 | ) | (9,697 | ) | |||||||||||||||
| Net premiums written | $ | 264,951 | $ | 155,410 | $ | 158,530 | $ | 195,990 | $ | 243,011 | $ | 141,034 | $ | 150,827 | |||||||||||||||
| Net premiums earned | $ | 187,106 | $ | 170,782 | $ | 163,257 | $ | 179,847 | $ | 234,733 | $ | 113,079 | $ | 125,032 | |||||||||||||||
| Net investment income | 9,372 | 9,935 | 9,419 | 10,106 | 12,217 | 5,407 | 7,650 | ||||||||||||||||||||||
| Net realized gains (losses) on investments | (773 | ) | 491 | (895 | ) | 316 | 1,421 | 619 | 774 | ||||||||||||||||||||
| Fee and other income | 2,520 | 1,367 | 2,082 | 462 | 589 | 262 | 306 | ||||||||||||||||||||||
| Total revenues | 198,225 | 182,575 | 173,863 | 190,731 | 248,960 | 119,367 | 133,762 | ||||||||||||||||||||||
| Loss and loss adjustment expenses incurred | 109,536 | 123,386 | 121,062 | 129,250 | 174,186 | 86,413 | 110,436 | ||||||||||||||||||||||
| Underwriting and certain other operating costs(1) | 23,334 | 23,364 | 22,674 | 23,062 | 28,987 | 12,620 | 15,297 | ||||||||||||||||||||||
| Commissions | 16,121 | 14,351 | 9,189 | 11,003 | 14,160 | 6,971 | 7,822 | ||||||||||||||||||||||
| Salaries and benefits | 20,253 | 17,148 | 16,541 | 15,037 | 15,034 | 7,512 | 6,448 | ||||||||||||||||||||||
| Interest expense | 797 | 735 | 498 | 203 | 1,799 | 627 | 1,326 | ||||||||||||||||||||||
| Policyholder dividends | 7,156 | 2,717 | 156 | 736 | 1,108 | 754 | 386 | ||||||||||||||||||||||
| Total expenses | 177,197 | 181,701 | 170,120 | 179,291 | 235,274 | 114,897 | 141,715 | ||||||||||||||||||||||
| Income (loss) before taxes | 21,028 | 874 | 3,743 | 11,440 | 13,686 | 4,470 | (7,953 | ) | |||||||||||||||||||||
| Income tax expense (benefit) | 7,001 | (395 | ) | (1,438 | ) | 2,846 | 3,129 | 871 | (3,669 | ) | |||||||||||||||||||
| Net income (loss) | 14,027 | 1,269 | 5,181 | 8,594 | 10,557 | 3,599 | (4,284 | ) | |||||||||||||||||||||
| Payment-in-kind preferred dividends | (8,229 | ) | (8,820 | ) | (9,453 | ) | (10,133 | ) | (9,781 | ) | (5,221 | ) | (4,720 | ) | |||||||||||||||
| Net income (loss) available to common shareholders | $ | 5,798 | $ | (7,551 | ) | $ | (4,272 | ) | $ | (1,539 | ) | $ | 776 | $ | (1,622 | ) | $ | (9,004 | ) | ||||||||||
| Portion allocable to common shareholders(2) | 65.3% | 100.0% | 100.0% | 100.0% | 70.2% | 100.0% | 100.0% | ||||||||||||||||||||||
| Net income (loss) allocable to common shareholders | $ | 3,784 | $ | (7,551 | ) | $ | (4,272 | ) | $ | (1,539 | ) | $ | 545 | $ | (1,622 | ) | $ | (9,004 | ) | ||||||||||
| Diluted earnings per common share equivalent | $ | 0.18 | $ | (0.58 | ) | $ | (0.33 | ) | $ | (0.12 | ) | $ | 0.03 | $ | (0.13 | ) | $ | (0.42 | ) | ||||||||||
| Diluted weighted average of common share equivalents outstanding | 21,581,864 | 12,967,104 | 12,967,104 | 12,967,104 | 18,380,132 | 12,967,104 | 21,581,864 | ||||||||||||||||||||||
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| Six Months Ended | ||||||||||||||||||||||||||||
| Year Ended December 31, | June 30, | |||||||||||||||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | ||||||||||||||||||||||
Selected Insurance Ratios | ||||||||||||||||||||||||||||
| Current accident year loss ratio(3) | 57.1% | 66.9% | 71.8% | 70.6% | 68.5% | 64.8% | 70.8% | |||||||||||||||||||||
| Prior accident year loss ratio(4) | 1.4% | 5.3% | 2.4% | 1.3% | 5.7% | 11.6% | 17.5% | |||||||||||||||||||||
| Net loss ratio | 58.5% | 72.2% | 74.2% | 71.9% | 74.2% | 76.4% | 88.3% | |||||||||||||||||||||
| Net underwriting expense ratio(5) | 31.9% | 32.1% | 29.7% | 27.3% | 24.8% | 24.0% | 23.6% | |||||||||||||||||||||
| Net dividend ratio(6) | 3.8% | 1.6% | 0.1% | 0.4% | 0.5% | 0.7% | 0.3% | |||||||||||||||||||||
| Net combined ratio(7) | 94.2% | 105.9% | 104.0% | 99.6% | 99.5% | 101.1% | 112.2% | |||||||||||||||||||||
| As of December 31, | As of June 30, | |||||||||||||||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2005 | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 44,914 | $ | 44,270 | $ | 44,677 | $ | 49,815 | $ | 25,421 | $ | 51,037 | $ | 27,462 | ||||||||||||||
| Investments | 145,439 | 148,305 | 205,315 | 257,729 | 364,868 | 287,299 | 396,733 | |||||||||||||||||||||
| Amounts recoverable from reinsurers | 327,172 | 298,451 | 214,342 | 211,774 | 198,977 | 195,564 | 174,556 | (8) | ||||||||||||||||||||
| Premiums receivable, net | 122,450 | 104,907 | 95,291 | 108,380 | 114,141 | 142,603 | 144,953 | |||||||||||||||||||||
| Deferred income taxes | 11,807 | 14,716 | 11,372 | 12,713 | 15,624 | 16,140 | 23,274 | |||||||||||||||||||||
| Deferred policy acquisition costs | 14,038 | 11,077 | 9,505 | 11,820 | 12,044 | 14,399 | 18,496 | |||||||||||||||||||||
| Deferred charges | 3,681 | 2,588 | 1,997 | 2,987 | 3,054 | 4,014 | 3,894 | |||||||||||||||||||||
| Total assets | 685,308 | 645,474 | 603,801 | 678,608 | 754,187 | 735,189 | 811,530 | |||||||||||||||||||||
| Reserves for loss and loss adjustment expenses | 379,824 | 383,032 | 346,542 | 377,559 | 432,880 | 400,405 | 457,827 | |||||||||||||||||||||
| Unearned premiums | 107,418 | 92,047 | 87,319 | 103,462 | 111,741 | 131,417 | 137,536 | |||||||||||||||||||||
| Insurance-related assessments | 25,522 | 25,964 | 23,743 | 26,133 | 29,876 | 30,531 | 34,487 | |||||||||||||||||||||
| Debt | 9,500 | 9,000 | 8,000 | 16,310 | 36,090 | 36,090 | 36,090 | |||||||||||||||||||||
| Redeemable preferred stock(9) | 112,061 | 116,520 | 121,300 | 126,424 | 131,916 | 129,122 | 134,808 | |||||||||||||||||||||
| Shareholders’ deficit(10) | (26,913 | ) | (10,980 | ) | (25,100 | ) | (20,652 | ) | (42,862 | ) | (47,584 | ) | (50,452 | ) | ||||||||||||||
| (1) | Includes policy acquisition expenses, such as assessments, premium taxes and other general and administrative expenses, excluding commissions and salaries and benefits, related to insurance operations and corporate operating expenses. |
| (2) | Reflects the participation rights of the Series C and Series D convertible preferred stock. See Note 15 to our audited financial statements. |
| (3) | The current accident year loss ratio is calculated by dividing loss and loss adjustment expenses incurred for the current accident year by the current year’s net premiums earned. |
| (4) | The prior accident year loss ratio is calculated by dividing the change in loss and loss adjustment expenses incurred for prior accident years by the current year’s net premiums earned. |
| (5) | The net underwriting expense ratio is calculated by dividing underwriting and certain other operating costs, commissions and salaries and benefits by the current year’s net premiums earned. |
| (6) | The net dividend ratio is calculated by dividing policyholder dividends by the current year’s net premiums earned. |
| (7) | The net combined ratio is the sum of the net loss ratio, the net underwriting expense ratio and the net dividend ratio. |
| (8) | Includes a $67.6 million recoverable from Converium Reinsurance (North America), offset by a $1.3 million expense reimbursement that we owed to Converium. Subsequent to June 30, 2005, we received $61.3 million of this amount pursuant to a commutation agreement. |
| (9) | Includes our Series A preferred stock and Series C and Series D convertible preferred stock, each of which is mandatorily redeemable upon the occurrence of certain events that are deemed to be outside the control of our company. |
| (10) | In 1997, we entered into a recapitalization transaction with Welsh Carson that resulted in a $164.2 million charge to retained earnings. See Note 1 to our audited financial statements. |
30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the Notesnotes thereto included elsewhere in this Prospectus.
- ---------------
(1) Reflectsprospectus. This discussion includes forward-looking statements that are subject to risks, uncertainties and other factors described under the caption “Risk Factors.” These factors could cause our actual results in 2005 and beyond to differ materially from those expressed in, or implied by, those forward-looking statements. See “Forward-Looking Statements.”
Overview
AMERISAFE is a 3,603.63-for-one common stock split,holding company that markets and underwrites workers’ compensation insurance through its subsidiaries. Workers’ compensation insurance covers statutorily prescribed benefits that employers are obligated to provide to their employees who are injured in the reclassificationcourse 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, trucking and logging. 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 Company's then existing common stockwork performed and the inherent workplace danger of our target employers. Hazardous industry employers also tend to Class B Common Stock,have less frequent but more severe claims as compared to employers in other industries due to the authorizationnature of their businesses. We provide proactive safety reviews of employers’ workplaces. These safety reviews are a vital component of our underwriting process and also 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 or aberrations 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 on equity.
We actively market our insurance in 29 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 16 states and the U.S. Virgin Islands.
One of the Class A Common Stock,key financial measures that we use to evaluate our operating performance is return on average equity. We calculate return on average equity by dividing net income by the average of shareholders’ equity (deficit) plus redeemable preferred stock. Our return on average equity was 5.7% in 2002, 8.5% in 2003 and 10.8% in 2004. Our return on average equity for the six months ended June 30, 2005 was negative, reflecting our net loss for that period. Our overall financial objective is to produce a changereturn on equity of at least 15% over the long-term. We target producing a combined ratio of 95% or lower while maintaining optimal operating leverage in our insurance subsidiaries that is commensurate with our A.M. Best rating objective. Our combined ratio was 104% in 2002, 99.6% in 2003, 99.5% in 2004 and 112.2% for the six months ended June 30, 2005.
Investment income is an important part of our business. Because the period of time between our receipt of premiums and the ultimate settlement of claims is often several years or longer, we are able to invest cash from premiums for significant periods of time. As a result, we are able to generate more investment income from our premiums as compared to insurance companies that operate in many other lines of business. From December 31, 2001 to June 30, 2005, our investment portfolio, including cash and cash equivalents, increased from $192.6 million to $424.2 million and produced net investment income of $9.4 million in 2002, $10.1 million in 2003, $12.2 million in 2004 and $7.7 million in the parsix months ended June 30, 2005. Subsequent to June 30, 2005, we received a $61.3 million payment from
31
one of our reinsurers pursuant to a commutation agreement. These funds have been contributed to our investment portfolio.
The use of reinsurance is an important component of our business strategy. We purchase reinsurance to protect us from the impact of large losses. Our reinsurance program for 2005 includes ten reinsurers that provide coverage to us in excess of a certain specified loss amount, or retention level. Under our reinsurance program, we pay our reinsurers a percentage of our gross premiums earned and, in turn, the reinsurers assume an allocated portion of losses for the accident year. Under our current reinsurance program, we retain the first $1.0 million of each loss occurrence. For losses between $1.0 million and $5.0 million, we have an annual aggregate deductible of approximately $5.6 million. After the deductible is satisfied, we retain 10.0% of each loss occurrence between $1.0 million and $5.0 million. As losses are incurred and recorded, we record amounts recoverable from reinsurers for the portion of the losses ceded to our reinsurers.
With limited exceptions, we historically have retained a significant amount of losses under our reinsurance programs. From 1998 through 2000, we substantially lowered our retention to approximately $18,000 per loss occurrence, which means that we ceded a greater portion of our premiums to our reinsurers. The effect of these lower retention levels was a significant increase in the amount of estimated losses assumed by our reinsurers. In addition, our amounts recoverable from reinsurers increased, reaching a high of $360.9 million at April 30, 2001. In 2001 and 2002, we increased our retention level to $500,000. In 2003, we increased our retention to $500,000 plus 10% of each loss occurrence between $500,000 and $5.0 million. In 2004, we further increased our retention level to $1.0 million. In addition, for losses between $1.0 million and $2.0 million, we had an annual aggregate deductible of approximately $300,000 and, after we satisfied the deductible, retained 10% of each loss occurrence. For losses between $2.0 million and $5.0 million, we had an annual aggregate deductible of approximately $1.3 million and, after we satisfied the deductible, retained 20% of each loss occurrence. As a result of these increases combined with collections from our reinsurers in the normal course of business, our amounts recoverable from reinsurers have decreased to $174.6 million as of June 30, 2005. As described below under “—Liquidity and Capital Resources,” effective as of June 30, 2005, we entered into a commutation agreement with one of our reinsurers. Pursuant to this agreement, we released this reinsurer from all liabilities to us under certain reinsurance agreements in exchange for a cash payment of $61.3 million. We received this payment subsequent to June 30, 2005, reducing the amounts recoverable from reinsurers.
Our most significant balance sheet liability is our reserve for loss and loss adjustment expenses. We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses related to the investigation and settlement of policy claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid at any given point in time based on known facts and circumstances. Reserves are based on estimates of the most likely ultimate cost of individual claims. These estimates are inherently uncertain. Judgment is required to determine the relevance of our historical experience and industry information under current facts and circumstances. The interpretation of this historical and industry data can be impacted by external forces, principally frequency and severity of future claims, length of time to achieve ultimate settlement of claims, inflation of medical costs and wages, insurance policy coverage interpretations, jury determinations and legislative changes. Accordingly, our reserves may prove to be inadequate to cover our actual losses. If we change our estimates, these changes would be reflected in our results of operations during the period in which they are made, with increases in our reserves resulting in decreases in our earnings. We increased our estimates for prior year loss reserves by $3.9 million in 2002, $2.3 million in 2003, $13.4 million in 2004 and $8.7 million in the six months ended June 30, 2005. We also recorded a $13.2 million loss in connection with our commutation with Converium in the six months ended June 30, 2005. These increased estimates and the commutation decreased our net income approximately $2.5 million in 2002, $1.5 million in 2003, $8.7 million in 2004 and $14.2 million in the six months ended June 30, 2005.
32
The workers’ compensation insurance industry is cyclical in nature and influenced by many factors, including price competition, medical cost increases, natural and man-made disasters, changes in interest rates, changes in state laws and regulations and general economic conditions. A hard market cycle in our industry is characterized by decreased competition that results in higher premium rates, more restrictive policy coverage terms and lower commissions paid to agencies. In contrast, a soft market cycle is characterized by increased competition that results in lower premium rates, expanded policy coverage terms and higher commissions paid to agencies. We believe that the workers’ compensation insurance industry is slowly transitioning to a more competitive market environment. Our strategy across market cycles is to maintain premium rates, deploy capital judiciously, manage our expenses and focus on underserved markets within our target industries that we believe will provide opportunities for greater returns.
Principal Revenue and Expense Items
Our revenues consist primarily of the following:
Net Premiums Earned. Net premiums earned is the earned portion of our net premiums written. Net premiums written is equal to gross premiums written less premiums ceded to reinsurers. Gross premiums written includes the estimated annual premiums from each insurance policy we write in our voluntary and assigned risk businesses during a reporting period based on the policy effective date or the date the policy is bound, whichever is later, as well as premiums from mandatory pooling arrangements.
Premiums are earned on a daily pro rata basis over the term of the policy. At the end of each reporting period, premiums written that are not earned are classified as unearned premiums and are earned in subsequent periods over the remaining term of the policy. Our insurance policies typically have a term of one year. Thus, for a one-year policy written on July 1, 2004 for an employer with constant payroll during the term of the policy, we would earn half of the premiums in 2004 and the other half in 2005.
Net Investment Income and Net Realized Gains and Losses on Investments. We invest our statutory surplus funds and the funds supporting our insurance liabilities in fixed maturity and equity securities. In addition, a portion of these funds are held in cash and cash equivalents to pay current claims. Our net investment income includes interest and dividends earned on our invested assets. We assess the performance of our investment portfolio using a standard tax equivalent yield metric. Investment income that is tax-exempt is grossed up by our marginal federal tax rate of 35% to express yield on tax-exempt securities on the same basis as taxable securities. Net realized gains and losses on our investments are reported separately from our net investment income. Net realized gains occur when our investment securities are sold for more than their costs or amortized costs, as applicable. Net realized losses occur when our investment securities are sold for less than their costs or amortized costs, as applicable, or are written down as a result of an other-than-temporary impairment. We classify all of our fixed maturity securities, other than redeemable preferred stock, as held-to-maturity, and all of our equity securities and redeemable preferred stock as available-for-sale. Net unrealized gains (losses) on our equity securities and redeemable preferred stock are reported separately within accumulated other comprehensive income on our balance sheet.
Fee and Other Income. We recognize commission income earned on policies issued by other carriers that are sold by our wholly owned insurance agency subsidiary as the related services are performed. We also recognize a small portion of interest income from mandatory pooling arrangements in which we participate.
Our expenses consist primarily of the following:
Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses incurred represents our largest expense item and, for any given reporting period, includes estimates of future claim payments, changes in those estimates from prior reporting periods and costs associated with
33
investigating, defending and servicing claims. These expenses fluctuate based on the amount and types of risks we insure. We record loss and loss adjustment expenses related to estimates of future claim payments based on case-by-case valuations and statistical analyses. We seek to establish all reserves at the most likely ultimate exposure based on our historical claims experience. It is typical for our more serious claims to take several years to settle and we revise our estimates as we receive additional information about the condition of injured employees. Our ability to estimate loss and loss adjustment expenses accurately at the time of pricing our insurance policies is a critical factor in our profitability.
Underwriting and Certain Other Operating Costs. Underwriting and certain other operating costs are those expenses that we incur to underwrite and maintain the insurance policies we issue. These expenses include state and local premium taxes and fees and other operating costs, offset by commissions we receive from reinsurers under our reinsurance treaty program. We pay state and local taxes, licenses and fees, assessments and contributions to state workers’ compensation security funds based on premiums. In addition, other operating costs include general and administrative expenses, excluding commissions and salaries and benefits, incurred at both the insurance company and corporate levels.
Commissions. We pay commissions to the independent agencies that sell our insurance based on premiums collected from policyholders.
Salaries and Benefits. We pay salaries and provide benefits to our employees.
Policyholder Dividends. In limited circumstances, we pay dividends to policyholders in particular states as an underwriting incentive.
Interest Expense. Interest expense represents amounts we incur on our outstanding indebtedness at the then-applicable interest rate.
Income Tax Expense. We incur federal, state and local income tax expense.
Critical Accounting Policies
It is important to understand our accounting policies in order to understand 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 estimates and assumptions. These estimates and assumptions affect the reported amounts of our assets, liabilities, revenues and expenses and the 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, assessments, deferred policy acquisition costs, deferred income taxes and the impairment of investment securities.
The following is a description of our critical accounting policies.
Reserves for Loss and Loss Adjustment Expenses. We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses related to the investigation and settlement of policy claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid at any given point in time based on known facts and circumstances. Our reserves for loss and loss adjustment expenses are estimated using case-by-case valuations and statistical analyses.
In establishing these estimates, we make various assumptions regarding a number of factors, including frequency and severity of claims, length of time to achieve ultimate settlement of claims, projected inflation of medical costs and wages, insurance policy coverage interpretations and judicial determinations. Due to the inherent uncertainty associated with these estimates, and the cost of
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incurred but unreported claims, our actual liabilities may be different from our original estimates. On a quarterly basis, we review our reserves for loss and loss adjustment expenses to determine whether further adjustments are required. Any resulting adjustments are included in the current period’s results. In establishing our reserves, we do not use loss discounting, which would involve recognizing the time value of money and offsetting estimates of future payments by future expected investment income. Additional information regarding our reserves for loss and loss adjustment expenses can be found in “Business—Loss Reserves.”
Amounts Recoverable from Reinsurers. Amounts recoverable from reinsurers represent the portion of our paid and unpaid loss and loss adjustment expenses that are assumed by reinsurers. These amounts are separately reported on our balance sheet as assets and do not reduce our reserves for loss and loss adjustment expenses because reinsurance does not relieve us of liability to our policyholders. We are required to pay claims even if a reinsurer fails to pay us under the terms of a reinsurance contract. We calculate amounts recoverable from reinsurers based on our estimates of the underlying loss and loss adjustment expenses, as well as the terms and conditions of our reinsurance contracts, which could be subject to interpretation. In addition, we bear credit risk with respect to our reinsurers, which can be significant because some of the unpaid loss and loss adjustment expenses for which we have reinsurance coverage remain outstanding for extended periods of time.
Assessments. We are subject to various assessments and premium surcharges related to our insurance activities, including assessments and premium surcharges for state guaranty funds and second injury funds. Assessments based on premiums are generally paid one year after the calendar year in which the policies are written. Assessments based on losses are generally paid within one year of when claims are paid by us. State guaranty fund assessments are used by state insurance oversight agencies to pay claims of policyholders of impaired, insolvent or failed insurance companies and the operating expenses of those agencies. Second injury funds are used by states to reimburse insurers and employers for claims paid to injured employees for aggravation of prior conditions or injuries. In some states, these assessments and premium surcharges may be partially recovered through a reduction in future premium taxes.
Deferred Policy Acquisition Costs. We defer commission expenses, premium taxes and certain marketing, sales, underwriting and safety costs that vary with and are primarily related to the acquisition of insurance policies. These acquisition costs are capitalized and charged to expense ratably as premiums are earned. In calculating deferred policy acquisition costs, these costs are limited to their estimated realizable value, which gives effect to the premiums to be earned, anticipated losses and settlement expenses and certain other costs we expect to incur as the premiums are earned, less related net investment income. Judgments as to the ultimate recoverability of these deferred policy acquisition costs are highly dependent upon estimated future profitability of unearned premiums. If the unearned premiums were less than our expected claims and expenses after considering investment income, we would reduce the deferred costs.
Deferred Income Taxes. We use the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities resulting from a tax rate change impacts our net income or loss in the reporting period that includes the enactment date of the tax rate change.
In assessing whether our deferred tax assets will be realized, management considers whether it is more likely than not that we will generate future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. If
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necessary, we establish a valuation allowance to reduce the deferred tax assets to the amounts that are more likely than not to be realized.
Impairment of Investment Securities. Impairment of an investment security results in a reduction of the carrying value of the Preferred Stocksecurity and the realization of a loss when the fair value of the security declines below our cost or amortized cost, as applicable, for the security and the impairment is deemed to be other-than-temporary. 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. Some of the factors we consider include:
| • | how long and by how much the fair value of the security has been below its cost; | |
| • | the financial condition and near-term prospects of the issuer of the security, including any specific events that may affect its operations or earnings; | |
| • | our intent and ability to keep the security for a sufficient time period for it to recover its value; | |
| • | any downgrades of the security by a rating agency; and | |
| • | any reduction or elimination of dividends, or nonpayment of scheduled interest payments. |
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Results of Operations
The table below summarizes certain operating results and key measures we use in monitoring and evaluating our operations.
| Six Months Ended | |||||||||||||||||||||
| Year Ended December 31, | June 30, | ||||||||||||||||||||
| 2002 | 2003 | 2004 | 2004 | 2005 | |||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||
Income Statement Data | |||||||||||||||||||||
| Gross premiums written | $ | 185,093 | $ | 223,590 | $ | 264,962 | $ | 151,557 | $ | 160,524 | |||||||||||
| Ceded premiums written | (26,563 | ) | (27,600 | ) | (21,951 | ) | (10,523 | ) | (9,697 | ) | |||||||||||
| Net premiums written | $ | 158,530 | $ | 195,990 | $ | 243,011 | $ | 141,034 | $ | 150,827 | |||||||||||
| Net premiums earned | $ | 163,257 | $ | 179,847 | $ | 234,733 | $ | 113,079 | $ | 125,032 | |||||||||||
| Net investment income | 9,419 | 10,106 | 12,217 | 5,407 | 7,650 | ||||||||||||||||
| Net realized gains (losses) on investments | (895 | ) | 316 | 1,421 | 619 | 774 | |||||||||||||||
| Fee and other income | 2,082 | 462 | 589 | 262 | 306 | ||||||||||||||||
| Total revenues | 173,863 | 190,731 | 248,960 | 119,367 | 133,762 | ||||||||||||||||
| Loss and loss adjustment expenses incurred | 121,062 | 129,250 | 174,186 | 86,413 | 110,436 | ||||||||||||||||
| Underwriting and certain other operating costs(1) | 22,674 | 23,062 | 28,987 | 12,620 | 15,297 | ||||||||||||||||
| Commissions | 9,189 | 11,003 | 14,160 | 6,971 | 7,822 | ||||||||||||||||
| Salaries and benefits | 16,541 | 15,037 | 15,034 | 7,512 | 6,448 | ||||||||||||||||
| Interest expense | 498 | 203 | 1,799 | 627 | 1,326 | ||||||||||||||||
| Policyholder dividends | 156 | 736 | 1,108 | 754 | 386 | ||||||||||||||||
| Total expenses | 170,120 | 179,291 | 235,274 | 114,897 | 141,715 | ||||||||||||||||
| Income (loss) before taxes | 3,743 | 11,440 | 13,686 | 4,470 | (7,953 | ) | |||||||||||||||
| Income tax expense (benefit) | (1,438 | ) | 2,846 | 3,129 | 871 | (3,669 | ) | ||||||||||||||
| Net income (loss) | $ | 5,181 | $ | 8,594 | $ | 10,557 | $ | 3,599 | $ | (4,284 | ) | ||||||||||
Selected Insurance Ratios | |||||||||||||||||||||
| Current accident year loss ratio(2) | 71.8% | 70.6% | 68.5% | 64.8% | 70.8% | ||||||||||||||||
| Prior accident year loss ratio(3) | 2.4% | 1.3% | 5.7% | 11.6% | 17.5% | ||||||||||||||||
| Net loss ratio | 74.2% | 71.9% | 74.2% | 76.4% | 88.3% | ||||||||||||||||
| Net underwriting expense ratio(4) | 29.7% | 27.3% | 24.8% | 24.0% | 23.6% | ||||||||||||||||
| Net dividend ratio(5) | 0.1% | 0.4% | 0.5% | 0.7% | 0.3% | ||||||||||||||||
| Net combined ratio(6) | 104.0% | 99.6% | 99.5% | 101.1% | 112.2% | ||||||||||||||||
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| As of December 31, | As of June 30, | |||||||||||||||||||
| 2002 | 2003 | 2004 | 2004 | 2005 | ||||||||||||||||
| (In thousands) | (Unaudited) | |||||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||
| Cash and cash equivalents | $ | 44,677 | $ | 49,815 | $ | 25,421 | $ | 51,037 | $ | 27,462 | ||||||||||
| Investments | 205,315 | 257,729 | 364,868 | 287,299 | 396,733 | |||||||||||||||
| Amounts recoverable from reinsurers | 214,342 | 211,774 | 198,977 | 195,564 | 174,556 | (7) | ||||||||||||||
| Premiums receivable, net | 95,291 | 108,380 | 114,141 | 142,603 | 144,953 | |||||||||||||||
| Deferred income taxes | 11,372 | 12,713 | 15,624 | 16,140 | 23,274 | |||||||||||||||
| Deferred policy acquisition costs | 9,505 | 11,820 | 12,044 | 14,399 | 18,496 | |||||||||||||||
| Deferred charges | 1,997 | 2,987 | 3,054 | 4,014 | 3,894 | |||||||||||||||
| Total assets | 603,801 | 678,608 | 754,187 | 735,189 | 811,530 | |||||||||||||||
| Reserves for loss and loss adjustment expenses | 346,542 | 377,559 | 432,880 | 400,405 | 457,827 | |||||||||||||||
| Unearned premiums | 87,319 | 103,462 | 111,741 | 131,417 | 137,536 | |||||||||||||||
| Insurance-related assessments | 23,743 | 26,133 | 29,876 | 30,531 | 34,487 | |||||||||||||||
| Debt | 8,000 | 16,310 | 36,090 | 36,090 | 36,090 | |||||||||||||||
| Redeemable preferred stock(8) | 121,300 | 126,424 | 131,916 | 129,122 | 134,808 | |||||||||||||||
| Shareholders’ deficit(9) | (25,100 | ) | (20,652 | ) | (42,862 | ) | (47,584 | ) | (50,452 | ) | ||||||||||
| (1) | Includes policy acquisition expenses, such as assessments, premium taxes and other general and administrative expenses, excluding commissions and salaries and benefits, related to insurance operations and corporate operating expenses. |
| (2) | The current accident year loss ratio is calculated by dividing loss and loss adjustment expenses incurred for the current accident year by the current year’s net premiums earned. |
| (3) | The prior accident year loss ratio is calculated by dividing the change in loss and loss adjustment expenses incurred for prior accident years by the current year’s net premiums earned. |
| (4) | The net underwriting expense ratio is calculated by dividing underwriting and certain other operating costs, commissions and salaries and benefits by the current year’s net premiums earned. |
| (5) | The net dividend ratio is calculated by dividing policyholder dividends by the current year’s net premiums earned. |
| (6) | The net combined ratio is the sum of the net loss ratio, the net underwriting expense ratio and the net dividend ratio. |
| (7) | Includes a $67.6 million recoverable from Converium Reinsurance (North America), offset by a $1.3 million expense reimbursement that we owed to Converium. Subsequent to June 30, 2005, we received $61.3 million of this amount pursuant to a commutation agreement. |
| (8) | Includes our Series A preferred stock and Series C and Series D convertible preferred stock, each of which is mandatorily redeemable upon the occurrence of certain events that are deemed to be outside the control of our company. |
| (9) | In 1997, we entered into a recapitalization transaction with Welsh Carson that resulted in a $164.2 million charge to retained earnings. See Note 1 to our audited financial statements. |
Overview of Operating Results
| Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004 |
Gross Premiums Written. Gross premiums written for the six months ended June 30, 2005 were $160.5 million, compared to $151.6 million for the same period in 2004, an increase of 5.9%. The increase was attributable primarily to a $3.6 million increase in annual premiums on policies written during the period, a $3.7 million increase in premiums resulting from $1.00payroll audits and related
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premium adjustments and a $1.9 million increase in assigned risk premiums, offset by a $300,000 decrease in assumed premiums from mandatory pooling arrangements.
Net Premiums Written. Net premiums written for the six months ended June 30, 2005 were $150.8 million, compared to $141.0 million for the same period in 2004, an increase of 7.0%. The increase was attributable to growth in gross premiums written and a decrease in premiums ceded to reinsurers from $10.5 million for the six months ended June 30, 2004 to $9.7 million for the same period in 2005 resulting from increased retention levels under our reinsurance treaty program in 2005 as compared to 2004. Ceded premiums as a percentage of gross premiums written were 6.0% for the six months ended June 30, 2005 compared to 6.9% for the same period in 2004.
Net Premiums Earned. Net premiums earned for the six months ended June 30, 2005 were $125.0 million, compared to $113.1 million for the same period in 2004, an increase of 10.6%. This increase was primarily the result of an increase in premiums written during the six months ended June 30, 2004 compared to the six months ended June 30, 2003, which resulted in higher premiums earned in the six months ended June 30, 2005 compared to the same period in 2004.
Net Investment Income. Net investment income for the six months ended June 30, 2005 was $7.7 million, compared to $5.4 million for the same period in 2004, an increase of 41.5%. The change was attributable to an increase in our investment portfolio, including cash and cash equivalents, from an average of $322.9 million for the six months ended June 30, 2004 to an average of $407.2 million for the six months ended June 30, 2005, an increase of 26.1%. The increase in net investment income resulting from growth in our portfolio was offset by a small decrease in the tax-equivalent yield on our investment portfolio from 4.6% per shareannum for the six months ended June 30, 2004, to $.014.4% per share,annum for the six months ended June 30, 2005.
Net Realized Gains on Investments. Net realized gains on investments for the six months ended June 30, 2005 totaled $774,000, compared to $619,000 for the same period in 2004, an increase of 25.0%. The increase was attributable to the timing of the sale of equity securities in accordance with our investment guidelines.
Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses incurred totaled $110.4 million for the six months ended June 30, 2005, as compared to $86.4 million for the six months ended June 30, 2004, an increase of $24.0 million, or 27.8%. Increases in our reserves resulting from our commutation with Converium and for prior accident years during the first six months of 2005 accounted for $21.9 million, or 91.3%, of this increase. As of June 30, 2005, we performed an analysis of our loss and loss adjustment expenses, which resulted in an increase of our loss reserves related to prior accident years of $8.7 million, net of reinsurance, for the first six months of 2005. As part of this analysis, we determined that the amount recoverable from Converium was $6.5 million higher than we had previously estimated, which increased our loss on the commutation to $13.2 million. The loss on the commutation has been recorded as part of our loss and loss adjustment expenses incurred. Our net loss ratio was 88.3% in the six month period ended June 30, 2005 compared to 76.4% in the same period of 2004.
Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits. Underwriting and certain other operating costs, commissions and salaries and benefits for the six months ended June 30, 2005 were $29.6 million, compared to $27.1 million for the same period in 2004, an increase of 9.1%. This $2.5 million increase was attributable primarily to a $606,000 increase in bad debt expense and a $432,000 increase in premium taxes, as well as a $1.9 million decrease in our reinsurance commissions which act as an offset to underwriting expenses. Commissions increased 12.2% and salaries and benefits decreased 14.2% as a result of the transfer of our employee insurance agents to our insurance agency subsidiary in January 2005, and the corresponding change in their compensation from salary to commission expense. Our underwriting expense ratio decreased from 24.0% for the six months ended June 30, 2004 to 23.6% for the same period in 2005.
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Interest expense. Interest expense for the six months ended June 30, 2005 was $1.3 million, compared to $627,000 for the same period in 2004. Our weighted average borrowings increased to $36.1 million for the first six months of 2005 from $18.9 million for the first six months of 2004. The increase in weighted average borrowings was attributable to the issuance of $25.8 million of subordinated notes in April 2004, the proceeds of which were used to redeem outstanding shares of our Series E preferred stock. In addition, our weighted average interest rate increased to 6.7% per annum for the six months ended June 30, 2005 from 3.9% per annum for the same period in 2004.
Income tax expense (benefit). Our income tax benefit for the six months ended June 30, 2005 was $3.7 million, compared to income tax expense of $871,000 for the same period in 2004. The change from income tax expense to benefit resulted from our pre-tax loss for the six months ended June 30, 2005, as compared to our pre-tax income for the same period in 2004, as well as increases in tax-exempt interest and deductions for dividends for the six months ended June 30, 2005 as compared to the same period in 2004.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
Gross Premiums Written. Gross premiums written for the year ended December 31, 2004 were $265.0 million, compared to $223.6 million in 2003, an increase of 18.5%. The increase was attributable primarily to a $26.9 million increase in annual premiums on policies written during the period, a $10.6 million increase in premiums resulting from payroll audits and related premium adjustments and a $3.5 million increase in assumed premiums from mandatory pooling arrangements.
Net Premiums Written. Net premiums written for the year ended December 31, 2004 were $243.0 million, compared to $196.0 million for the same period in 2003, an increase of 24.0%. The increase was attributable to growth in gross premiums written and a decrease in premiums ceded to reinsurers from $27.6 million in 2003 to $22.0 million in 2004 resulting from increased retention levels under our reinsurance treaty program in 2004 as compared to 2003. As a percentage of gross premiums written, ceded premiums were 8.3% in 2004 compared to 12.3% in 2003.
Net Premiums Earned. Net premiums earned for the year ended December 31, 2004 were $234.7 million, compared to $179.8 million for the same period in 2003, an increase of 30.5%. The increase was attributable to the growth in net premiums written and an increase in the amount of premiums written in the first half of 2004 as compared to the first half of 2003.
Net Investment Income. Net investment income for the year ended December 31, 2004 was $12.2 million, compared to $10.1 million for the same period in 2003, an increase of 20.9%. The increase was attributable to the growth in our investment portfolio from an average of $278.8 million in 2003 to an average of $348.9 million in 2004, an increase of 25.2%. The growth in our investment portfolio resulted primarily from our cash flows from operations, which totaled $91.9 million in 2004. In addition, the tax-equivalent yield on our investment portfolio increased to 4.2% per annum for the year ended December 31, 2004 to 4.0% per annum for 2003.
Net Realized Gains on Investments. Net realized gains on investments for the year ended December 31, 2004 totaled $1.4 million, compared to $316,000 for the same period in 2003. The increase was due to $1.2 million in gains from the sale of equity securities in our investment portfolio.
Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses incurred increased to $174.2 million for the year ended December 31, 2004 from $129.3 million for the year ended December 31, 2003, an increase of 34.8%. The increase resulted from a growth in net premiums earned of 30.5%, and an increase in loss and loss adjustment expenses incurred of $13.4 million for prior accident years. The increase for prior accident years related primarily to the 2002 accident year, which increased by $9.4 million. The unfavorable development in 2002 was the result of adverse development in certain existing claims and increased estimates in our reserves for that accident year. Our net loss ratio was 74.2% in 2004 compared to 71.9% in 2003.
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Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits. Underwriting and certain other operating costs, commissions and salaries and benefits for the year ended December 31, 2004 were $58.2 million, compared to $49.1 million for the same period in 2003, an increase of 18.5%. The increase was primarily attributable to a $3.1 million increase in agent commissions, a $1.9 million increase in premium-based assessments and premium taxes and a $1.1 million increase in mandatory pooling arrangement fees. In addition, there was a decrease in commissions received from our reinsurers related to premiums ceded, which commissions are netted against our underwriting and certain other operating costs, from $7.3 million in 2003 to $4.8 million in 2004. Commissions increased 28.7% from 2003 to 2004 corresponding with our premium growth. Salaries and benefits remained flat during this period. Our underwriting expense ratio decreased from 27.3% in 2003 to 24.8% in 2004.
Interest Expense. Interest expense for the year ended December 31, 2004 was $1.8 million, compared to $203,000 for the same period in 2003. Our weighted average borrowings increased to $29.0 million for the year ended December 31, 2004 from $7.1 million for the year ended December 31, 2003 as a result of the issuance of $25.8 million of subordinated notes in April 2004, offset by the repayment of $6.0 million of a note payable. Our weighted average interest rate increased to 4.8% per annum in 2004 from 2.9% per annum in 2003 as a result of the higher weighted average interest rate on our subordinated notes as compared to our note payable.
Income Tax Expense. Income tax expense for the year ended December 31, 2004 was $3.1 million, compared to $2.8 million for the same period in 2003, an increase of 9.9%. As a percentage of pre-tax income, our effective income tax rate decreased from 24.9% in 2003 to 22.9% in 2004. The decrease in the effective rate resulted from a larger percentage of tax-exempt fixed maturity securities in our investment portfolio in 2004 and a positive adjustment to our prior year’s tax liability.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
Gross Premiums Written. Gross premiums written for the year ended December 31, 2003 were $223.6 million, compared to $185.1 million for the same period in 2002, an increase of 20.8%. The increase was attributable primarily to a $28.9 million increase in annual premiums on policies written during the period, an $8.2 million increase in premiums resulting from payroll audits and related premium adjustments and a $0.9 million increase in assumed premiums from mandatory pooling arrangements.
Net Premiums Written. Net premiums written for the year ended December 31, 2003 were $196.0 million, compared to $158.5 million for the same period in 2002, an increase of 23.6%. The growth in net premiums written is attributable to the increase in gross premiums written, offset by an increase in premiums ceded to reinsurers from $26.6 million in 2002 to $27.6 million in 2003. As a percentage of gross premiums written, ceded premiums were 12.3% in 2003 compared to 14.4% in 2002.
Net Premiums Earned. Net premiums earned for the year ended December 31, 2003 were $179.8 million, compared to $163.3 million for the same period in 2002, an increase of 10.2%. The increase was attributable to the growth in net premiums written, offset by an increase in premiums ceded to reinsurers and a decrease in the amount of premiums written in the first half of 2003 as compared to the first half of 2002.
Net Investment Income. Net investment income for the year ended December 31, 2003 was $10.1 million, compared to $9.4 million for the same period in 2002, an increase of 7.3%. The increase was due to an increase in our average investment portfolio from $221.3 million in 2002 to $278.8 million in 2003, an increase of 26.0%, resulting from increased cash flow from operations, and an increase in the tax-equivalent yield on our investment portfolio from 3.5% per annum in 2002 to 4.0% per annum in 2003.
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Net Realized Gains (Losses) on Investments. Net realized gains on investments for the year ended December 31, 2003 were $316,000, compared to net realized losses on investments of $895,000 for the same period in 2002.
Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses incurred increased to $129.2 million for the year ended December 31, 2003 from $121.1 million for the year ended December 31, 2002, an increase of 6.8%. The increase was driven primarily by an $11.9 million, or 10.2%, increase in net premiums earned and a $973,000 increase in loss and loss adjustment expenses for prior accident years. Our net loss ratio was 71.9% in 2003 compared to 74.2% in 2002.
Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits. Underwriting and certain other operating costs, commissions and salaries and benefits for the year ended December 31, 2003 were $49.1 million, compared to $48.4 million for the same period in 2002, an increase of 1.4%. The increase was primarily attributable to a $1.7 million increase in loss-based assessments, a $1.3 million increase in agent commissions and a $382,000 increase in mandatory pooling arrangement fees, as well as a $1.3 million increase in reinsurance commissions which act as an offset to underwriting commissions. Offsetting the increase was a recovery of $800,000 of legal fees through the settlement of a dispute with a building contractor. Commissions increased 19.7% corresponding with our premium growth. Salaries and benefits decreased 9.1% from 2003 to 2002 due to a decrease in our number of authorized sharesemployees. Our underwriting expense ratio decreased from 29.7% in 2002 to 27.3% in 2003.
Interest Expense. Interest expense for the year ended December 31, 2003 was $203,000, compared to $498,000 for the same period in 2002, a decrease of Class A Common Stock, Class B Common
Stock59.2%. Our weighted average borrowings decreased to $7.1 million for the year ended December 31, 2003 from $8.0 million for the year ended December 31, 2002. In addition, our weighted average interest rate decreased to 2.9% per annum in 2003 from 3.9% per annum in 2002.
Income Tax Expense. Income tax expense for the year ended December 31, 2003 was $2.8 million, compared to a $1.4 million income tax benefit for the same period in 2002. Income tax expense for 2002 was positively impacted by $1.1 million as a result of tax method changes for prior years.
Liquidity and Preferred StockCapital 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 our excess cash in fixed maturity and equity securities. We presently expect that the net proceeds from this offering, combined with projected cash flow from operations, will provide us sufficient liquidity to 100,000,000 shares, 100,000,000 sharesfund our anticipated growth, including payment of claims and 25,000,000 shares, respectively, effectedoperating expenses, payment of interest on our subordinated notes and other holding company expenses for at least 24 months following this offering.
We forecast claim payments based on our historical trends. We seek to manage the funding of claim payments by actively managing available cash and forecasting cash flows on a short- and long-term basis. Cash payments, net of reinsurance, for claims were $87.2 million in 2002, $99.2 million in 2003, $113.9 million in 2004 and $63.8 million in the six months ended June 30, 2005. Since December 31, 2001, we have funded claim payments from cash flow from operations, principally premiums, net of amounts ceded to our reinsurers, and net investment income. We presently expect to maintain sufficient cash flow from operations to meet our anticipated claim obligations and operating and capital expenditure needs. Our investment portfolio has increased from $192.6 million at December 31, 2001 to $424.2 million at June 30, 2005. We do not presently anticipate selling securities in our investment portfolio to pay claims or to fund operating expenses. Accordingly, we currently classify all fixed maturity securities, other than redeemable preferred stock, in the held-to-maturity category. Should circumstances arise that would require us to do so, we may incur losses on such sales, which would adversely affect our results of operations and could reduce investment income in future
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periods. The fixed maturity securities in our investment portfolio as of June 30, 2005 had an amendmenteffective duration of 3.0 years, with individual maturities of up to 30 years.
We purchase reinsurance to protect us against severe claims and catastrophic events. Effective January 1, 2005, our reinsurance program provides us with reinsurance coverage for each loss occurrence in excess of $1.0 million, up to $30.0 million, subject to applicable deductibles and retentions. However, for any loss occurrence involving only one person, our reinsurance coverage is limited to a maximum of $10.0 million, subject to applicable deductibles and retentions. We have an annual aggregate deductible of approximately $5.6 million for losses between $1.0 million and $5.0 million. After the deductible is satisfied, we retain 10.0% of each loss occurrence between $1.0 million and $5.0 million. Based on our estimates of future claims, we believe we are sufficiently capitalized to retain the first $1.0 million of each loss occurrence.
In 2001, we increased the retention under our reinsurance program to $500,000 per loss occurrence from approximately $18,000 per loss occurrence in 2000. Our retention was maintained at $500,000 per loss occurrence in 2002. In 2003, we increased our retention to $500,000 plus 10% of each loss occurrence between $500,000 and $5.0 million. In 2004, we further increased our retention to $1.0 million per loss occurrence. For losses between $1.0 million and $2.0 million, we had an annual aggregate deductible of approximately $300,000 and, after we satisfied the deductible, retained 10% of each loss occurrence. For losses between $2.0 million and $5.0 million, we had an annual aggregate deductible of approximately $1.3 million and, after we satisfied the deductible, retained 20% of each loss occurrence.
The decisions to increase retentions were made, in part, due to the Company's
Articlesincreased cost of reinsurance. The increase in our retention decreased the amount of premiums ceded to our reinsurers and increased cash flow from operations. However, we retain a greater portion of potential claims payable in future periods.
We reevaluate our reinsurance program at least annually, taking into consideration a number of factors, including cost of reinsurance, our liquidity requirements, operating leverage and coverage terms. Following this offering, we may consider modestly increasing our current reinsurance retention from the levels in our 2005 program depending on August 9, 1996.
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17
DILUTION
At Marchthe costs of reinsurance. Even if we maintain our existing retention levels, if the cost of reinsurance increases, our cash flow from operations would decrease as we would cede a greater portion of our written premiums to our reinsurers. Conversely, our cash flow from operations would increase if the cost of reinsurance declined relative to our retention.
Net cash provided by operating activities was $35.5 million for the six months ended June 30, 2005, as compared to $40.5 million for the same period in 2004. For the first six months of 2005, major components of cash provided by operating activities were net premiums collected of $117.9 million and amounts recovered from reinsurers of $16.1 million, offset by claim payments of $77.5 million and operating expenditures of $21.0 million. Major components of cash provided by operating activities for the six months ended June 30, 2004 were net premiums collected of $107.0 million and amounts recovered from reinsurers of $31.0 million, offset by claim payments of $78.5 million and operating expenditures of $19.0 million.
Net cash provided by operating activities was $91.9 million for the year ended December 31, 1996,2004, $50.5 million for the pro formayear ended December 31, 2003 and $54.3 million for the year ended December 31, 2002. Major components of cash provided by operating activities in 2004 were net tangible book valuepremiums collected of $237.8 million and amounts recovered from reinsurers of $54.1 million, offset by claim payments of $160.6 million and operating expenditures of $39.4 million. Major components of cash provided by operating activities in 2003 were net premiums collected of $183.2 million and amounts recovered from reinsurers of $61.0 million, offset by claim payments of $159.6 million and operating expenditures of $34.1 million. Major components of cash provided by operating activities in 2002 were net premiums collected of $170.2 million and amounts recovered from reinsurers of $104.7 million, offset by claim payments of $178.7 million and operating expenditures of $41.9 million.
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Net cash used by investing activities was $33.5 million for the six months ended June 30, 2005, as compared to $32.0 million for the same period in 2004. For the six months ended June 30, 2005, major components of net cash used by investing activities included investment purchases of $64.3 million and purchases of furniture, fixtures and equipment of $700,000, offset by proceeds from sales and maturities of investments of $31.5 million. For the six months ended June 30, 2004, major components of net cash used by investing activities included investment purchases of $48.6 million and purchases of furniture, fixtures and equipment of $1.0 million, offset by proceeds from sales and maturities of investments of $15.3 million and repayment of a mortgage loan of $2.4 million.
Net cash used by investing activities was $109.0 million for the year ended December 31, 2004, $53.6 million for the year ended December 31, 2003 and $52.9 million for the year ended December 31, 2002. In 2004, major components of net cash used by investing activities included investment purchases of $145.3 million and net purchases of furniture, fixtures and equipment of $2.8 million, offset by proceeds from sales and maturities of investments of $36.7 million and proceeds of $2.4 million from repayment of a loan. In 2003, major components of net cash used by investing activities included investment purchases of $90.7 million and net purchases of furniture, fixtures and equipment of $600,000, offset by proceeds from sales and maturities of investments of $37.6 million. In 2002, major components of net cash used by investing activities included investment purchases of $78.2 million and net purchases of furniture, fixtures and equipment of $1.6 million, offset by proceeds from sales and maturities of investments of $26.9 million and proceeds from the sale of a subsidiary totaling $100,000.
There were no financing activities in the six months ended June 30, 2005. For the six months ended June 30, 2004, net cash used in financing activities totaled $7.4 million. Major components of net cash used in financing activities included the redemption of $27.2 million of Series E preferred stock and the repayment of the Companyremaining $6.0 million of a note payable, offset by net proceeds of $25.3 million from the issuance of subordinated notes pursuant to a trust preferred securities transaction.
Net cash provided by financing activities was $8.3 million for the year ended December 31, 2003. In 2003, AMERISAFE entered into a deficittrust preferred securities transaction pursuant to which it issued $10.3 million of $27.7subordinated notes. The proceeds from this issuance were offset by the repayment of $2.0 million or $(1.59) per shareunder a bank line of Common Stock. Pro forma net
tangible book valuecredit.
Net cash used by financing activities was $1.0 million for the year ended December 31, 2002, resulting from the repayment of $1.0 million of a note payable.
Interest on the outstanding subordinated notes accrues at a floating rate equal to the three-month LIBOR plus a marginal rate. Our $10.3 million issuance of subordinated notes due 2034 has a marginal rate of 4.1%, and, as of June 30, 2005, had an effective rate of 7.2%. These notes are prepayable at par beginning in January 2009. Our $25.8 million issuance of subordinated notes due 2034 has a marginal rate of 3.8% and, as of June 30, 2005, had an effective rate of 7.1%. These notes are prepayable at par beginning in April 2009.
AMERISAFE is determineda holding company that transacts business through its operating subsidiaries, including American Interstate, Silver Oak Casualty and American Interstate of Texas. AMERISAFE’s primary assets are the capital stock of these operating subsidiaries. The ability of AMERISAFE to fund its operations depends upon the surplus and earnings of its subsidiaries and their ability to pay dividends to AMERISAFE. Payment of dividends by deductingour insurance subsidiaries is restricted by state insurance laws, including laws establishing minimum solvency and liquidity thresholds. See “Business—Regulation—Dividend Limitations.” Based on reported capital and surplus at December 31, 2004, American Interstate would have been permitted under Louisiana insurance law to pay dividends to AMERISAFE in 2005 in an amount up to $11.2 million without approval by the Louisiana Department of Insurance.
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During 2004, Converium Reinsurance (North America), one of our reinsurers, reported a significant loss, resulting in a downgrade in its A.M. Best rating. Although Converium continued to reimburse us under the terms of our reinsurance agreements, we initiated discussions with Converium to seek to reduce the credit risk associated with the amounts due to us. Effective June 30, 2005, we entered into a commutation agreement with Converium. Subsequent to June 30, 2005, Converium paid us $61.3 million pursuant to this agreement in exchange for a termination and full release of three of our five reinsurance agreements with Converium. Under the commutation agreement, all liabilities reinsured with Converium under these three reinsurance agreements have reverted back to us. We recorded a pre-tax loss of $13.2 million related to this commutation agreement. Converium remains obligated to us under the remaining two agreements. At June 30, 2005, the amounts recoverable from net tangible book value
amountsConverium under the remaining two reinsurance agreements was $6.3 million. We are continuing to be paidevaluate alternatives to further reduce the credit risk associated with these amounts. The $61.3 million we received in connection with the Reorganization fromcommutation with Converium will be contributed to our investment portfolio. Assuming interest rates remain substantially at current levels, we presently expect that we will have approximately $900,000 greater net investment income in the proceedssecond half of 2005 than we earned in the first six months of 2005 before any capital gains or losses on our investment portfolio.
Hurricane Katrina struck the Gulf Coast of the Offering. Pro forma net tangible book value per share is determinedUnited States on August 29, 2005, followed by dividing the Company's net tangible book value (total tangible assets less total
liabilities)Hurricane Rita on September 24, 2005. These storms caused substantial damage in Louisiana, Texas Mississippi and Alabama. Based on preliminary reports, two of our 48 field claims offices suffered significant damage. Our executive offices were not damaged and our operations were not materially affected by the hurricanes.
Based upon our preliminary analysis of our policyholders likely to be affected by Hurricane Katrina or Hurricane Rita, we anticipate that we may incur some delay in receipt of premiums, and reduction of premiums from policyholders directly affected by the hurricanes. Because of the geographic diversity of our operations, we do not expect a material impact on our cash flows or results of operations as a result of any such delay or reduction. Over the next several months, as the areas affected by the hurricanes begin to recover, we anticipate that we may see an increase in revenue due primarily to increased construction activity.
We have also performed a preliminary assessment of securities held in our investment portfolio. A substantial percentage of our municipal bonds were issued by Louisiana public entities, all of which are either insured and/or backed by the full faith and credit of the state of Louisiana. Based on this assessment, we do not believe we have significant additional credit risk associated with our investment portfolio as a result of Hurricane Katrina or Hurricane Rita.
Investment Portfolio
The first priority of our investment strategy is capital preservation, with a secondary focus on maximizing an appropriate risk adjusted return. We presently expect to maintain sufficient liquidity from funds generated from operations to meet our anticipated insurance obligations and operating and capital expenditure needs, with excess funds invested in accordance with our investment guidelines. Our investment portfolio is managed by an independent asset manager that operates under investment guidelines approved by our board of directors. We allocate our portfolio into three categories; cash and cash equivalents, fixed maturity securities and equity securities. Cash and cash equivalents include cash on deposit, commercial paper, short-term municipal securities, pooled short-term money market funds and certificates of deposit. Our fixed maturity securities include obligations of the U.S. Treasury or U.S. agencies, obligations of states and their subdivisions, long-term certificates of deposit, U.S. dollar-denominated obligations of U.S. corporations, mortgage-backed securities, mortgages guaranteed by the Federal National Mortgage Association and the Government National Mortgage Association, asset-backed securities and preferred stocks that are mandatorily redeemable or are redeemable at the option
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of the holder. Our equity securities include U.S. dollar-denominated common stocks of U.S. corporations, master limited partnerships and nonredeemable preferred stock.
Under Louisiana and Texas law, as applicable, each of American Interstate, Silver Oak Casualty and American Interstate of Texas is required to invest only in securities that are either interest-bearing or eligible for dividends, and must limit its investment in the securities of any single issuer to five percent of the insurance company’s assets. As of June 30, 2005, we were in compliance with these requirements.
We employ diversification policies and balance investment credit risk and related underwriting risks to minimize our total numberpotential exposure to any one business sector or security. Our investment portfolio, including cash and cash equivalents, had a carrying value of shares$424.2 million as of Common Stock outstanding, giving
effectJune 30, 2005, and is summarized in the table below by type of investment.
| Percentage | ||||||||||
| Carrying Value | of Portfolio | |||||||||
| (In thousands) | ||||||||||
| Fixed maturity securities: | ||||||||||
| State and political subdivisions | $ | 191,321 | 45.1% | |||||||
| Mortgage-backed securities | 83,800 | 19.8% | ||||||||
| U.S. Treasury securities and obligations of U.S. Government agencies | 47,645 | 11.2% | ||||||||
| Corporate bonds | 22,614 | 5.3% | ||||||||
| Asset-backed securities | 2,260 | 0.5% | ||||||||
| Redeemable preferred stocks | 1,720 | 0.4% | ||||||||
| Total fixed maturity securities | 349,360 | 82.4% | ||||||||
| Equity securities: | ||||||||||
| Common stocks | 43,745 | 10.3% | ||||||||
| Nonredeemable preferred stocks | 3,628 | 0.9% | ||||||||
| Total equity securities | 47,373 | 11.2% | ||||||||
| Total investments, excluding cash and cash equivalents | 396,733 | 93.5% | ||||||||
| Cash and cash equivalents | 27,462 | 6.5% | ||||||||
| Total investments, including cash and cash equivalents | $ | 424,195 | 100.0% | |||||||
We regularly evaluate our investment portfolio to identify other-than-temporary impairments in the fair values of the securities held in our investment portfolio. We consider various factors in determining whether a decline in the fair value of a security is other-than-temporary, including:
| • | how long and by how much the fair value of the security has been below its cost; | |
| • | the financial condition and near-term prospects of the issuer of the security, including any specific events that may affect its operations or earnings; | |
| • | our intent and ability to keep the security for a sufficient time period for it to recover its value; | |
| • | any downgrades of the security by a rating agency; and | |
| • | any reduction or elimination of dividends, or nonpayment of scheduled interest payments. |
As of June 30, 2005, there were no other-than-temporary declines in the fair values of the securities held in our investment portfolio.
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The gross unrealized losses of our fixed maturity and equity securities as of June 30, 2005 were as follows:
| Aggregate | Aggregate | Fair Value as % | ||||||||||||
| Fair Value | Unrealized Loss | of Cost Basis | ||||||||||||
| (In thousands) | ||||||||||||||
Fixed maturity securities with unrealized losses: | ||||||||||||||
| Exceeding $50,000 at June 30, 2005 and for: | ||||||||||||||
| Less than one year (three issues) | $ | 12,065 | $ | 227 | 98.1 | % | ||||||||
| Longer than one year (two issues) | 5,062 | 167 | 96.7 | % | ||||||||||
| Less than $50,000 at June 30, 2005 (84 issues) | 108,114 | 891 | 99.2 | % | ||||||||||
Equity securities with unrealized losses: | ||||||||||||||
| Exceeding $50,000 at June 30, 2005 and for: | ||||||||||||||
| Less than one year (three issues) | 1,818 | 277 | 84.8 | % | ||||||||||
| Longer than one year (two issues) | 1,060 | 241 | 77.3 | % | ||||||||||
| Less than $50,000 at June 30, 2005 (91 issues) | 12,844 | 970 | 92.4 | % | ||||||||||
As of June 30, 2005, we did not hold any fixed maturity securities with unrealized losses in excess of 20% of the security’s carrying value as of that date.
Contractual Obligations and Commitments
We manage risk on certain long-duration claims by settling these claims through the purchase of annuities from unaffiliated life insurance companies. In the event these companies are unable to meet their obligations under these annuity contracts, we remain primarily liable to the conversionclaimants, but our reinsurers remain obligated to indemnify us for all or part of all outstanding sharesthese obligations in accordance with the terms of our reinsurance contracts. As of December 31, 2004, the present value of these annuities was $47.4 million, as estimated by our annuity providers. Each of the Company's Series B
Cumulative Preferred Stocklife insurance companies issuing these annuities, or the entity guaranteeing the life insurance company, has an A.M. Best rating of “A-” (Excellent) or better.
We lease equipment and the 3,603.63-for-one stock split both of which
occurred subsequent to March 31, 1996. After giving effect to the sale of the
11,000,000 shares of Class A Common Stock offered herebyoffice space under noncancelable operating leases. Future minimum lease payments at an assumed public
offering price of $15 per share and after deducting the estimated underwriting
discounts and commissions and Offering expenses, the adjusted net tangible book
value at March 31, 1996 would have been approximately $124.7 million, or $4.39
per share of the Company's Common Stock. This amount represents an immediate
increase in net tangible book value of $5.98 per share to the existing
shareholders and an immediate dilution in net tangible book value of $10.61 per
share to new investors purchasing shares of Class A Common Stock in the
Offering. The following table illustrates this dilution on a per share basis:
- ---------------
(1) Adjusted to give effect to the Reorganization.
The following table compares the number of shares of Common Stock acquired
from the Company, the total consideration paid and the average consideration per
share of Common Stock paid by (i) existing shareholders and (ii) new investors
purchasing shares of Class A Common Stock in the Offering, based upon an assumed
public offering price of $15 per share.
The foregoing information assumes (i) no exercise of the Underwriters'
over-allotment option and (ii) no exercise of outstanding stock options to
purchase 600,000 shares of Class A Common Stock granted pursuant to the Stock
Incentive Plan. Such stock options have an exercise price of $12.00 per share.
To the extent that these stock options are exercised, there would be further
dilution per share to new investors. See "Management -- Stock Incentive Plan."
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SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data of the
Company as of and for each of the five fiscal years ended December 31, 1995,2004, were as follows:
| Future Minimum | ||||
| Year | Lease Payments | |||
| (In thousands) | ||||
| 2005 | $ | 479 | ||
| 2006 | 303 | |||
| 2007 | 185 | |||
| 2008 | 88 | |||
| 2009 | 58 | |||
| 2010 | 50 | |||
| $ | 1,163 | |||
Rental expense was approximately $956,000, $1.1 million and as of and for the three months ended March 31, 1995 and 1996. The statements of
income and balance sheet data for each of the three fiscal years ended December
31, 1995 have been derived from the Company's consolidated financial statements,
which were audited by Ernst & Young LLP, independent certified public
accountants. The statements of income and balance sheet data$1.1 million for the years ended December 31, 19912004, 2003 and 19922002, respectively.
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The table below provides information with respect to our long-term debt and contractual commitments as of December 31, 2004.
| Payment Due By Period | |||||||||||||||||||||
| Less Than | More Than | ||||||||||||||||||||
| Contractual Obligations | Total | 1 Year | 1-3 Years | 4-5 Years | 5 Years | ||||||||||||||||
| (In thousands) | |||||||||||||||||||||
| Subordinated notes(1) | $ | 36,090 | $ | 0 | $ | 0 | $ | 0 | $ | 36,090 | |||||||||||
| Loss and loss adjustment expenses(2) | 432,880 | 100,043 | 95,004 | 38,817 | 199,016 | ||||||||||||||||
| Loss-based insurance assessments(3) | 16,724 | 3,865 | 3,670 | 1,500 | 7,689 | ||||||||||||||||
| Capital lease obligations | 1,530 | 510 | 1,020 | 0 | 0 | ||||||||||||||||
| Operating lease obligations | 1,163 | 479 | 576 | 108 | 0 | ||||||||||||||||
| Purchase obligations | 135 | 65 | 70 | 0 | 0 | ||||||||||||||||
| Total | $ | 488,522 | $ | 104,962 | $ | 100,340 | $ | 40,425 | $ | 242,795 | |||||||||||
| (1) | Amounts do not include interest payments associated with these obligations. Interest rates on our subordinated notes are variable and may change on a quarterly basis. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for further discussion of our subordinated notes. |
| (2) | The loss and loss adjustment expense payments due by period in the table above are based upon the loss and loss adjustment expense estimates as of December 31, 2004 and actuarial estimates of expected payout patterns and are not contractual liabilities as to a time certain. Our contractual liability is to provide benefits under the policy. As a result, our calculation of loss and loss adjustment expense payments due by period is subject to the same uncertainties associated with determining the level of loss and loss adjustment expenses generally and to the additional uncertainties arising from the difficulty of predicting when claims (including claims that have not yet been reported to us) will be paid. For a discussion of our loss and loss adjustment expense process, see “Business—Loss Reserves.” Actual payments of loss and loss adjustment expenses by period will vary, perhaps materially, from the table above to the extent that current estimates of loss and loss adjustment expenses vary from actual ultimate claims amounts and as a result of variations between expected and actual payout patterns. See “Risk Factors—Risks Related to Our Business—Our loss reserves are based on estimates and may be inadequate to cover our actual losses” for a discussion of the uncertainties associated with estimating loss and loss adjustment expenses. |
| (3) | We are subject to various annual assessments imposed by certain of the states in which we write insurance policies. These assessments are generally based upon the amount of premiums written or losses paid during the applicable year. Assessments based on premiums are generally paid within one year after the calendar year in which the policies are written, while assessments based on losses are generally paid within one year after the loss is paid. When we establish a reserve for loss and loss adjustment expenses for a reported claim, we accrue our obligation to pay any applicable assessments. If settlement of the claim is to be paid out over more than one year, our obligation to pay any related loss-based assessments extends for the same period of time. Because our reserves for loss and loss adjustment expenses are based on estimates, our accruals for loss-based insurance assessments are also based on estimates. Actual payments of loss and loss adjustment expenses may differ, perhaps materially, from our reserves. Accordingly, our actual loss-based insurance assessments may vary, perhaps materially, from our accruals. |
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is the three months ended March 31, 1995 and
1996 are unaudited, but include,risk of potential economic loss principally arising from adverse changes in the opinionfair value of management,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.
Credit Risk. Credit risk is the potential loss arising principally from adverse changes in the financial condition of the issuers of our fixed maturity securities and the financial condition of our reinsurers. We address the credit risk related to the issuers of our fixed maturity securities by investing in fixed maturity securities that are rated “BBB” or higher by Standard & Poor’s. We also independently, and through our independent asset manager, monitor the financial condition of all adjustments
(consistingissuers of normal recurring accruals) considered necessary forour fixed maturity securities. To limit our risk exposure, we employ stringent diversification policies that limit the credit exposure to any single issuer or business sector.
We are subject to credit risk with respect to our reinsurers. Although our reinsurers are obligated to reimburse us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have reinsured. As a result, reinsurance contracts do not limit our ultimate obligations to pay claims and we might not collect amounts recoverable from our reinsurers. We address this credit risk by initially selecting reinsurers with an A.M. Best rating of “A-” (Excellent) or better and by performing, along with our reinsurance broker, quarterly credit reviews of our reinsurers. If one of our reinsurers suffers a credit downgrade, we may consider various options to lessen the risk of asset impairment including commutation, novation and letters of credit. See “—Liquidity and Capital Resources.”
Interest Rate Risk. We had fixed maturity securities with a fair presentationvalue of $347.6 million and a carrying value of $349.4 million as of June 30, 2005 that are subject to interest rate risk. We are also subject to interest rate risk on our subordinated debt securities, which have quarterly adjustable interest rates based on LIBOR plus a fixed margin. Interest rate risk is the risk that we may incur losses due to adverse changes in interest rates. Fluctuations in interest rates have a direct impact on the market valuation of our fixed maturity securities and the cost to service our subordinated debt securities. We manage our exposure to interest rate risk through a disciplined asset and liability matching and capital management process. In the management of this risk, the characteristics of duration, credit and variability of cash flows are critical elements. These risks are assessed regularly and balanced within the context of our liability and capital position.
The table below summarizes the interest rate risk associated with our fixed maturity securities by illustrating the sensitivity of the fair value and carrying value of our fixed maturity securities as of June 30, 2005 to selected hypothetical changes in interest rates, and the associated impact on our shareholders’ deficit. We classify our fixed maturity securities, other than redeemable preferred stock, as held-to-maturity and carry them on our balance sheet at cost or amortized cost, as applicable. Our redeemable preferred stock is classified as available-for-sale and carried on our balance sheet at fair value. Temporary changes in the fair value of our fixed maturity securities that are held-to-maturity, such data.as those resulting from interest rate fluctuations, do not impact the carrying value of these securities and, therefore, do not affect our shareholders’ deficit. However, temporary changes in the fair value of our fixed maturity securities that are held as available-for-sale do impact the carrying value of these securities and are reported in our shareholders’ deficit as a component of other comprehensive income, net of deferred taxes. The results forselected scenarios in the three months ended March 31, 1996table below are not necessarily indicativepredictions of future events, but rather are intended to illustrate the effect such events may have on the fair value and carrying value of our fixed maturity securities and on our shareholders’ deficit.
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| Hypothetical | ||||||||||||||||||||
| Percentage | ||||||||||||||||||||
| Estimated | (Increase) | |||||||||||||||||||
| Estimated | Change in | Decrease in | ||||||||||||||||||
| Hypothetical Change | Change in | Carrying | Shareholders’ | |||||||||||||||||
| in Interest Rates | Fair Value | Fair Value | Carrying Value | Value | Deficit | |||||||||||||||
| 200 basis point increase | $ | 324,806 | $ | (22,797 | ) | $ | 349,145 | $ | (215 | ) | (0.17 | )% | ||||||||
| 100 basis point increase | 335,842 | (11,761 | ) | 349,282 | (78 | ) | (0.06 | )% | ||||||||||||
| No change | 347,603 | — | 349,360 | — | — | |||||||||||||||
| 100 basis point decrease | 360,156 | 12,553 | 349,394 | 34 | 0.03 | % | ||||||||||||||
| 200 basis point decrease | 373,601 | 25,998 | 349,419 | 59 | 0.05 | % | ||||||||||||||
Equity Price Risk. Equity price risk is the risk that we may incur losses due to adverse changes in the market prices of the results expectedequity securities we hold in our investment portfolio, which include common stocks, nonredeemable preferred stocks and master limited partnerships. We classify our portfolio of equity securities as available-for-sale and carry these securities on our balance sheet at fair value. Accordingly, adverse changes in the market prices of our equity securities result in a decrease in the value of our total assets and an increase in our shareholders’ deficit. As of June 30, 2005, the equity securities in our investment portfolio had a fair value of $47.4 million, representing 5.8% of our total assets on that date. In order to minimize our exposure to equity price risk, we invest primarily in mid-to-large capitalization issues and seek to diversify our equity holdings across several business sectors. In addition, we currently limit the percentage of equity securities held in our investment portfolio to 12% of the carrying value and 15% of the market value of our total investment portfolio.
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BUSINESS
Overview
We are a specialty provider of workers’ compensation insurance focused on small to mid-sized employers engaged in hazardous industries, principally construction, trucking, logging, agriculture, oil and gas, maritime and sawmills. Since commencing operations in 1986, we have gained significant experience underwriting the complex workers’ compensation exposures inherent in these industries. We provide coverage to employers under state and federal workers’ compensation laws. These laws prescribe wage replacement and medical care benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. Our workers’ compensation insurance policies provide benefits to injured employees for, the entire year.among other things, temporary or permanent disability, death and medical and hospital expenses. The information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations," the
Company's Consolidated Financial Statementsbenefits payable and the Notes theretoduration of those benefits are set by state or federal law. The benefits vary by jurisdiction, the nature and severity of the injury and the wages of the employee. The employer, who is the policyholder, pays the premiums for coverage.
Hazardous industry employers tend to have less frequent but more severe claims as compared to employers in other financial information included elsewhereindustries due to the nature of their businesses. Injuries that occur are often severe in this Prospectus.
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19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEWnature including death, dismemberment, paraplegia and quadriplegia. As a result, 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 Company provides managed care workers'higher premium rates are due to the nature of the work performed and the inherent workplace danger of our target employers. For example, our construction employers generally paid premium rates equal to $7.60 per $100 of payroll to obtain workers’ compensation productscoverage for all of their employees in 2004, including clerical employees for which the average rate was $0.37 per $100 of payroll.
We employ a proactive, disciplined approach in underwriting employers and providing comprehensive services designedintended to lowerlessen the overall costsincidence and cost of work place injuries. We provide safety services at employers’ workplaces as a vital component of our underwriting process and to its employer-clientspromote safer workplaces. We utilize intensive claims management practices that we believe permit us to reduce the overall cost of providing workers' compensation benefitsour 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 their employees. Since itmonitor payroll patterns or aberrations 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 on equity.
We began operations in 1986 by focusing on workers’ compensation insurance for logging contractors in the Companysoutheast United States. In 1994, we expanded our focus to include the other hazardous industries we serve today. AMERISAFE is an insurance holding company and was incorporated in Texas in 1985. Our insurance subsidiaries are domiciled in Louisiana and Texas.
Our Competitive Strengths
We believe we enjoy the following competitive strengths:
Focus on Hazardous Industries. We focus on providing workers’ compensation insurance to employers engaged in hazardous industries. We have extensive experience insuring these types of employers and have a history of profitable underwriting in these industries. As a result, we believe we are able to take advantage of opportunities for continued premium and market share growth. Our specialized knowledge of these hazardous industries helps us better serve our policyholders, which leads to greater employer loyalty and policy retention. Our policy renewal rate on voluntary business we elected to quote for renewal was 87.9% in 2002, 91.4% in 2003 and 93.0% in 2004.
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Focus on Small to Mid-Sized Employers. We believe large insurance companies generally do not target small to mid-sized employers in hazardous industries due to their smaller premium size, type of operations, mobile workforce and extensive service needs. We provide enhanced customer services to our policyholders. For example, unlike many of our competitors, our premium payment plans enable our policyholders to better match their premium payments with their payroll costs. Our premium payment plans are not only attractive to our policyholders but also allow us to monitor the payroll patterns of our policyholders and identify any aberrations that may cause safety, underwriting or fraud concerns. In addition, we believe that because many of our policyholders are owner-operated small to mid-sized businesses with more limited resources, they rely on our services and expertise to assist them in improving workplace safety and managing workplace injuries when they occur.
Specialized Underwriting Expertise. Our focus on employers engaged in hazardous industries has provided us with an in-depth understanding of our policyholders’ business operations and the risks of accidents inherent in those operations. We have developed industry specific risk analysis and rating tools to assist our underwriters in risk selection and pricing. For example, when underwriting a trucking employer, we use these tools to analyze numerous factors, including the age, condition and types of vehicles used, distances traveled, whether the trucks are used to transport truckload or less than truckload cargo, the nature of the cargo and whether trucking employees are required to load and unload cargo, tarp and secure their own loads and drive regular or irregular routes. These factors were developed based on our historical experience in writing workers’ compensation insurance policies for trucking employers.
Our 17 underwriting professionals average approximately 10 years of experience underwriting workers’ compensation insurance, most of which has focused on providing itshazardous industries. In addition, our underwriting professionals serve specific state markets, thereby gaining valuable knowledge and expertise in the statutory benefit schemes and market conditions of their assigned states. We are highly disciplined when quoting and binding new business. In 2004, we offered quotes on approximately one out of every five applications submitted. We believe this disciplined underwriting approach provides us a competitive advantage in evaluating potential policyholders. We do not delegate underwriting authority to agencies that sell our insurance or to any other third party.
Comprehensive Safety Services. Most of our policyholders utilize mobile workforces, often located in rural areas, due to the nature of their business operations. We provide proactive safety reviews of employers’ workplaces, regardless of the location. These safety reviews are a vital component of our underwriting process and also assist our policyholders in loss prevention and encourage the safest workplaces possible by deploying experienced field safety professionals, or FSPs, to their worksites. Our 49 FSPs have an average of approximately 15 years of workplace safety or related industry experience. From January 1, 2004 through June 30, 2005, approximately 86% of our new voluntary business policyholders were subject to pre-quotation safety inspections where our FSPs visited the employer worksites to evaluate working conditions and existing safety procedures. On an ongoing basis, we perform periodic on-site safety surveys on all of our voluntary business policyholders. We believe our proactive safety services are essential in achieving underwriting profitability in the industries we target.
Our safety services are valuable to our policyholders because we provide them with the opportunity to reduce their long-term cost of workers’ compensation insurance by enhancing workplace safety and reducing the incidence and cost of workplace injuries.
Proactive Claims Management. As of June 30, 2005, our employees managed resultsmore than 97% of our claims in-house utilizing intensive claims management practices that emphasize a personal approach and quality, cost-effective medical treatment. Our claims management staff includes 93 field case managers, or FCMs, who average approximately 18 years of experience in the workers’ compensation insurance industry and five medical-only case managers. Our FCMs are located in our 48 claims offices in the geographic areas where our policyholders are located, which facilitates more immediate, direct contact with our policyholders and their injured employees. We currently average approximately 60
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open indemnity claims per FCM, which we believe is significantly less than the average for the industry.
We seek to limit the number of claim disputes with injured employees by intervening early in the claims process. We encourage immediate notification of workplace injuries using our toll-free claims reporting system. When a severe injury occurs, the policyholder’s pre-designated FCM promptly visits the injured employee or the employee’s family members to discuss the benefits provided and treatment options. Our focus is to facilitate a favorable medical outcome for the injured employee to allow that employee to return to work as quickly as possible.
Guiding injured workers to appropriate medical providers is an important part of our approach to claims management. Because of our experience with similar injuries and our relationships with local medical providers, we can arrange for quality, cost-effective medical services to injured employees. We seek to select and develop relationships with medical providers in each of the regional and local markets in which our policyholders operate. We emphasize implementation of the most expeditious and cost-effective treatment programs for each employer rather than imposing a single standardized system on all employers whoseand their employees. In order to support our personal claims approach, qualified staff nurses are available to our FCMs to assist in facilitating effective medical outcomes. In coordination with this process, we use a full complement of medical cost containment tools to ensure the optimum medical savings possible. These tools include peer review, utilization review, provider networks and quantity purchase discounting for durable medical supplies, pharmacy and diagnostic testing.
We believe our intensive claims management practices allow us to achieve a more favorable claim outcome, accelerate an employee’s return to work and more rapidly close claims, all of which ultimately lead to lower overall costs. In addition, we believe our practices lessen the likelihood of litigation. Only 9.2% of all claims reported for accident year 2003 were open as of June 30, 2005.
Strong Distribution Network. We market our insurance through approximately 1,700 independent agencies and our wholly owned insurance agency subsidiary. These agencies are concentrated in the 29 states and the District of Columbia where we currently market and sell insurance. We compensate these agencies by paying a commission based on the premium collected from the policyholder. As of June 30, 2005, independent agencies produced approximately 80.6% of our voluntary in-force premiums. We are selective in establishing and maintaining relationships with independent agencies. We establish and maintain relationships only with those agencies that provide quality applications from prospective policyholders that are reasonably likely to accept our quotes.
Customized Information Systems. We have developed customized information technology that we believe enables our FSPs, FCMs and field premium auditors to efficiently perform their duties. In addition, our business intelligence system enables all of our employees nationwide to seamlessly access, manage and analyze the data that underlies our business. We believe these technologies provide us with a significant advantage in the marketplace.
Experienced Management Team. The members of our senior management team average approximately 19 years of insurance industry experience. The majority of this experience has been focused on workers’ compensation insurance exposures in construction, trucking, logging and other hazardous industries while employed with our company. We believe the experience, depth and continuity of our management will permit us to execute our business strategy and earn attractive returns on equity.
Our Strategy
We believe the net proceeds from this offering will provide us with the additional capital necessary to increase the amount of insurance we are engagedable to write. We will scrutinize the potential for achieving
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underwriting profits and adequate returns on capital as we expand our business. We plan to pursue profitable growth and favorable returns on equity using the following strategies:
Expand in our Existing Markets. Our current market share in our six largest states in terms of premiums written does not exceed 3.0% of the workers’ compensation market in any one state, according to NCCI’s most recent market analyses. Competition in our target markets is fragmented by state and employer industry focus. We believe that our specialized underwriting expertise and safety, claims and audit services position us to profitably increase our market share in our existing principal markets, with minimal increase in field service employees.
Prudent and Opportunistic Geographic Expansion. While we actively market our insurance in 29 states and the District of Columbia, approximately 43.4% of our voluntary in-force premiums were generated in six states as of June 30, 2005. We are licensed in an additional 16 states and the U.S. Virgin Islands. Our existing licenses and rate filings will expedite our ability to write policies in these markets when we decide it is prudent to do so.
Focus on Underwriting Profitability. We intend to maintain our underwriting discipline and profitability throughout market cycles. Our strategy is to focus on underwriting workers’ compensation insurance in hazardous occupations,
primarilyindustries and to maintain adequate rate levels commensurate with the risks we underwrite. We will also continue to strive for improved risk selection and pricing, as well as reduced frequency and severity of claims through comprehensive workplace safety reviews, rapid closing of claims through personal, direct contact with our policyholders and their employees, and effective medical cost containment measures.
Leverage Investments in Information Technology. In October 2000, we launched our customized information system, ICAMS, that we believe significantly enhances our ability to select risk, write profitable business and cost-effectively administer our billing, claims and audit functions. Since the launch, we have introduced automated analytical tools and have continued to improve and enhance our ICAMS system and tools. We believe our technology is scalable and can be modified at minimal cost to accommodate our growth. In addition, we believe this scalability has lowered, and will continue to lower, our expense ratio as we continue to achieve premium growth over time.
Maintain Capital Strength. We plan to manage our capital to achieve our growth and profitability goals while maintaining a prudent operating leverage for our insurance company subsidiaries. To accomplish this objective, we intend to maintain underwriting profitability throughout market cycles, deploy a portion of the proceeds of this offering toward the judicious growth of our business, optimize our use of reinsurance, reduce our current financial leverage, and maximize an appropriate risk adjusted return on our growing investment portfolio.
Operating History
We commenced operations in 1986 to underwrite workers’ compensation insurance for employers engaged in the logging industry. Beginning in 1994, the Company began
expanding its clientwe expanded our customer base by targetinginsuring employers in other hazardous occupation industries, including general contracting, trucking, and oil and gas
exploration.
The Company's revenues consist primarilyindustries. We believe we were able to operate profitably by applying disciplined underwriting criteria based on our experience insuring employers in these hazardous industries. Integral to our underwriting processes was the implementation of premiums earned from workers'
compensation coverage, service fee income and investment income. Premiums earned
during a period are the direct premiums earned by the Company on in-force
policies, net of premiums ceded to reinsurers. Premiums earned primarily
represent workers' compensation products, although the Company has historically
provided other insurance products, including general liability and automobile
coverage. Service fee income represents fees the Company earns for providingcomprehensive safety reviews, active in-house claims management, mandatory premium audits and other servicesstrong relationships with agents and employers.
Beginning in 1997 and into 2000, we employed a strategy to self-insured businesses, otherincrease revenue through rapid geographic expansion and underwriting workers’ compensation insurance companies, trade associations and governmental entities. Net investment income
represents net earnings on the Company's investment portfolio, less investment
expenses. Fees and other from affiliates represent various administrative and
management services provided to affiliates for a fee.
The Company's expenses consist primarily of claims and claim settlement
expenses, commissions and other underwriting expenses and general and
administrative expenses. Claims and claim settlement expenses include (i)
payments and reserves for current and future medical care and rehabilitation
costs, (ii) indemnity payments for lost wages and third-party claim settlement
expensesemployers engaged in non-hazardous industries, such as independent medical examinations, surveillance costsservice and legal
expenses,retail businesses. This strategy did not produce the results anticipated, and (iii) staff and related expenses incurred to administer and settle
claims. Certain claims and claim settlement expenses paid are offset by
estimated recoveries from reinsurers under specific excess of loss reinsurance
agreements. Commissions and other underwriting expenses consist of agencies'
commissions, state premium taxes, fees and other expenses directly related to
the production of premiums. General and administrative expenses include the
costs of providing executive, administrative and support services.
The following table identifies the markets in which the Company's premiums
were earned and the percentage of the gross premiums earned in those markets to
total gross premiums earned for the periods indicated.
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RESULTS OF OPERATIONS
The following table sets forth income statement information expressed as a percentage of total revenues for the periods indicated.
Three Months Ended March 31, 1996 Compared To Three Months Ended March 31, 1995
Total Revenue. Total revenue increased from $12.8 million for the three
months ended March 31, 1995 to $18.5 million for the three months ended March
31, 1996, an increase of approximately 44.5%. The increase was primarily due to
the Company's expansion into other hazardous occupation industries. This
increase was partially offset by a decrease in premiums earned in the logging
industry which resulted primarily from a downturn in pulp and paper production
due to reduced demand. Service fee income increased approximately $1.1 million
in the 1996 period compared to the 1995 period. This increase was primarily due
to the acquisition of Hammerman & Gainer, Inc. ("H&G") on September 1, 1995,
which contributed $919,000 to service fee income in the three months ended March
31, 1996. Investment income increased by approximately $486,000 in the 1996
period compared to the 1995 period, primarily due to an increase in invested
assets from $61.7 million at March 31, 1995 to $88.8 million at March 31, 1996.
Fees and other from affiliates remained essentially unchanged.
Claims and Claim Settlement Expenses. Claims and claim settlement expenses
increased from $6.7 million for the three months ended March 31, 1995 to $9.3
million for the three months ended March 31, 1996, an increase of approximately
38.8%. This increase was commensurate with the increase in premiums earned. The
loss ratios for these three month periods were higher than theresult our weighted average gross accident year loss ratio for the period 1997 through 2000 was 120.2%, as compared to 57.7% for the period 1994 through 1996.
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In September 2000, we undertook several strategic initiatives to improve the profitability of our existing in-force book of business and new business. These initiatives included the following:
| • | Renewed focus on core hazardous industries.We undertook action to non-renew policies with higher frequency, non-hazardous industries and refocused our efforts on employers engaged in the hazardous industries that we underwrite today. These core hazardous industries represented 88.7% of our voluntary gross premiums written in 2004 compared to 73.4% in 2000. Principally as a result of our renewed focus on hazardous industries, we have been able to reduce claims frequency sharply. In 2004, we had 7,015 claims reported compared to 28,509 claims in 2000, while gross earned premiums were $256.7 million in 2004 and $267.2 million in 2000. | |
| • | Commenced re-underwriting our book of business.We commenced re-underwriting our core hazardous industry book of business to improve our risk selection and establish rates commensurate with the risks we were underwriting. Since January 1, 2000, we have made 62 filings with state regulatory agencies to increase our loss cost multipliers to maintain rates at profitable levels. | |
| • | Reduced or ceased underwriting in certain states.We reduced or ceased underwriting in states where we lacked a sufficient level of premium production to effectively deploy our field resources or where we believed the rate environment did not adequately compensate us for the risks we were underwriting. | |
| • | Increased pre-quotation safety inspection of employers on new business. As we expanded geographically and began underwriting policies for employers engaged in non-hazardous industries, the ability of our safety services personnel to review new and existing business became constrained. As a result, we had difficulty deploying our safety personnel to inspect employer worksites efficiently and began to outsource safety inspections. In conjunction with our refocus on core hazardous industries, we began mandating, with limited exceptions, a pre-quotation safety inspection of employers for new business that we utilize today. Our pre-quotation inspection rate of new voluntary policyholders increased from approximately 29% in 2000 to approximately 84% in 2004. | |
| • | Took action to manage substantially all claims in-house. We made the strategic decision to take substantially all of our claims in-house and limit reliance on third-party administrators. We believe this action has reduced the number of open claims and improved our ability to close claims promptly and therefore reduce costs. At December 31, 2004, we managed 97% of claims in-house utilizing our intensive claims management practices as compared to 85.0% at December 31, 2000. We have also reduced the number of third-party administrators that we utilize to seven at year-end 2004 from 44 at the end of 2000. | |
| • | Implemented incentive program.Effective January 1, 2001, we implemented a new incentive program under which our underwriters and field safety professionals are compensated in part based on the achievement of certain loss ratio targets. We believe this program has contributed to our ability to maintain underwriting discipline. |
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We believe these actions have contributed to improved underwriting profitability as measured on an accident year ended December 31, 1995 due to seasonality. Claims are more frequently
incurredbasis. As shown in the first three months oftable below, during the period 1995 through 2004, our weighted average accident year asgross and net loss ratios were 94.4% and 67.4%, respectively. The weighted average accident year gross and net loss ratios for this same time period for the workers’ compensation insurance industry were 85.2% and 83.6%, respectively.
| Weighted | ||||||||||||||||||||||||||||||||||||||||||||
| Accident Year Loss Ratio | 1995 | 1996 | 1997 | 1998 | 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | Average | |||||||||||||||||||||||||||||||||
Gross Basis: | ||||||||||||||||||||||||||||||||||||||||||||
| AMERISAFE(1) | 61.8 | % | 61.1 | % | 84.5 | % | 108.3 | % | 144.5 | % | 121.2 | % | 94.9 | % | 79.5 | % | 71.3 | % | 67.8 | % | 94.4 | % | ||||||||||||||||||||||
| Workers’ Compensation Industry(2) | 70.0 | % | 74.2 | % | 87.0 | % | 99.3 | % | 110.0 | % | 107.1 | % | 97.7 | % | 79.5 | % | 72.2 | % | 73.9 | % | 85.2 | % | ||||||||||||||||||||||
Net Basis: | ||||||||||||||||||||||||||||||||||||||||||||
| AMERISAFE(1) | 52.0 | % | 56.6 | % | 76.6 | % | 63.0 | % | 65.2 | % | 54.2 | % | 68.5 | % | 83.4 | % | 71.4 | % | 68.5 | % | 67.4 | % | ||||||||||||||||||||||
| Workers’ Compensation Industry(2) | 71.1 | % | 75.0 | % | 86.6 | % | 96.1 | % | 101.9 | % | 100.3 | % | 90.0 | % | 79.4 | % | 75.2 | % | 75.8 | % | 83.6 | % | ||||||||||||||||||||||
| (1) | Cumulative development through December 31, 2004. |
| (2) | Source: A.M. Best, statutory basis. |
The principal difference between our gross and net loss experience relates to the policy years 1998 through 2000, during which we were able to purchase reinsurance on favorable pricing and other terms.
We believe that the strategic actions taken since September 2000 to refocus our underwriting operations on core hazardous industries while developing further discipline in underwriting, safety services, claims management and premium audit has positioned us to achieve profitable underwriting results and favorable returns on equity.
Industry
Overview
Workers’ compensation is a result of lower activitystatutory system under which an employer is required to pay for its employees’ medical, disability, vocational rehabilitation and death benefit costs for work-related injuries or illnesses. Most employers satisfy this requirement by purchasing workers’ compensation insurance. The principal concept underlying workers’ compensation laws is that employees injured in the logging industry during which period workerscourse and scope of their employment have historically reported
claims more frequently. See "-- Seasonality."
Commissionsonly the legal remedies available under workers’ compensation laws and Other Underwriting Expenses. Commissions anddo not have any other underwriting expenses increased from $2.4 million forrecourse against their employer. An employer’s obligation to pay workers’ compensation does not depend on any negligence or wrongdoing on the three months ended
March 31, 1995 to $3.5 million for the three months ended March 31, 1996, an
increase of approximately 45.8%. This increase is commensurate with the increase
in premiums earned. Commissions and other underwriting expenses as a percentage
of premiums earned were 22.2% and 23.4% for the 1995 and 1996 periods,
respectively.
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Other Expenses. General and administrative expenses increased from $1.0
million for the three months ended March 31, 1995 to $2.0 million for the three
months ended March 31, 1996, an increase of 100%. This increase was primarily
due to the acquisition of H&G on September 1, 1995 which added approximately
$888,000 in the three months ended March 31, 1996. Depreciation and amortization
increased by approximately $163,000 in the 1996 period compared to the 1995
period due to an increase in depreciable assets, primarily furniture, equipment
and automobiles. Interest expense increased by approximately $69,000 in the 1996
period compared to the 1995 period due to increases in both total borrowings and
the weighted average cost of funds.
Year Ended December 31, 1995 Compared To Year Ended December 31, 1994
Total Revenue. Total revenue increased from $47.1 million for the year
ended December 31, 1994 to $69.7 million for the year ended December 31, 1995,
an increase of approximately 48.0%. This increase was primarily due to increased
premiums earned resulting from the Company's expansion of its operations into
other hazardous occupation industries. Service fee income increased
approximately $1.6 million from 1994 to 1995 primarily as a result of the
acquisition of H&G on September 1, 1995. Investment income increased
approximately $2.0 million, or 81.9%, in 1995 as a result of an increase in
invested assets. Invested assets, including cash, increased by approximately
$25.4 million in the 1995 period compared to the 1994 period. Fees and other
from affiliates increased by approximately $1.1 million in the 1995 period
compared to the 1994 period, primarily as a result of a $1.0 million dividend
which was received from an affiliated entity during 1995. There were no such
dividends received in 1994 or 1993. The stock of this affiliate was distributed
to a shareholder immediately prior to the Offering as part of the Reorganization. See "Recent Reorganization."
Claimsemployer and Claim Settlement Expenses. Claims and claim settlement expenses
increased from $25.3 millionexists even for the year ended December 31, 1994 to $32.9
million for the year ended December 31, 1995, an increase of approximately
30.0%. However, the loss ratio (i.e., the ratio of claims and claim settlement
expenses to premiums earned) decreased from 62.4% in 1994 to 56.6% in 1995. The
improvement in the loss ratio resulted primarily from settling claims related to
losses from prior periods for amounts less than originally estimated.
Commissions and Other Underwriting Expenses. Commissions and other
underwriting expenses increased from $8.5 million for the year ended December
31, 1994 to $13.5 million for the year ended December 31, 1995, an increase of
approximately 58.8%, primarily due to increases in premiums earned. Commissions
and other underwriting expenses as a percentage of insurance premiums earned
increased from 21.0% in 1994 to 23.3% in 1995 as theinjuries that result of the Company's use
of independent agents to produce workers' compensation premiums in industries
outside the logging industry.
Other Expenses. General and administrative expenses increased from $4.4
million for the year ended December 31, 1994 to $6.8 million for the year ended
December 31, 1995, an increase of approximately 54.5%. This increase was
primarily due to the acquisition of H&G on September 1, 1995 (which added
approximately $1.1 million in 1995) and the build-up of staff and facilities.
Depreciation and amortization increased by approximately $303,000 in the 1995
period compared to the 1994 period due to an increase in depreciable assets,
primarily furniture, equipment and automobiles. Interest expense increased
$119,000, or 16.4%, during 1995 due to increases in both total borrowings and
the weighted average cost of funds.
Year Ended December 31, 1994 Compared To Year Ended December 31, 1993
Total Revenue. Total revenue increased from $41.2 million for the year
ended December 31, 1993 to $47.1 million for the year ended December 31, 1994,
an increase of approximately 14.3%. This increase was primarily due to increased
premiums earned from other insurance products, primarily automobile coverage.
Service fee income increased approximately $1.5 million in the 1994 period
compared to the 1993 period, primarily from expansion of the range of services
offered to include claim settlement services. Fees and other from affiliates
decreased from $2.2 million to $1.7 million or as a percentage of revenue from
5.2% in 1993 to 3.7% in 1994.
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Claims and Claim Settlement Expenses. Claims and claim settlement expenses
increased from $20.3 million for the year ended December 31, 1993 to $25.3
million for the year ended December 31, 1994, an increase of approximately
24.6%.
Commissions and Other Underwriting Expenses. Commissions and other
underwriting expenses increased from $7.6 million for the year ended December
31, 1993 to $8.5 million for the year ended December 31, 1994, an increase of
approximately 11.8%. The increase in commissions and other underwriting expenses
was commensurate with the increase in premiums earned. Commissions and other
underwriting expenses as a percentage of premiums earned was 21.0% for each of
the years ended December 31, 1993 and 1994.
Other Expenses. General and administrative expenses increased from $2.8
million for the year ended December 31, 1993 to $4.4 million for the year ended
December 31, 1994, an increase of approximately 57.1%. This was primarily due to
the expansion of the range of services offered to include claim settlement
services. Depreciation and amortization increased by approximately $463,000 in
the 1994 period compared to the 1993 period due to an increase in depreciable
assets, primarily furniture, equipment and automobiles. Interest expense
decreased $124,000, or 14.6%, during 1994 because the Company refinanced its
debt at a lower average interest rate.
RESERVES FOR CLAIMS AND CLAIM SETTLEMENT EXPENSE
The Company's consolidated financial statements include estimated reserves
for unpaid claims and claim settlement expenses. The reserves for these expenses
are estimated using individual case-basis valuations and statistical analyses
and represent estimates of the ultimate gross and net costs of all unpaid claims
and claim settlement expenses incurred through the balance sheet date of each
period presented. Those estimates are subject to the effects of trends in claim
severity and frequency. The Company's estimates are continually reviewed and, as
experience develops and new information becomes known, the reserves are adjusted
as necessary. Adjustments, including increases and decreases, are included in
current operations net of reinsurance, and in the estimate of reserves for
insured events of prior periods.
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The following table shows changes in historical claims and claim settlement
expense reserves, net of reinsurance recoverables, for the Company from 1986
through 1995. The top line of the table indicates the estimated reserves for
unpaid claims and claim settlement expenses recorded at each year end date. Each
amount in the top line represents the estimated amount of claims and claim
settlement expenses for the claims incurred in that year as well as future
payments on claims occurring in prior years. The upper portion (net reserve
re-estimated) shows the year-by-year development of the previously recorded
reserves based on experience as of the end of each succeeding year. The
estimates change as more information becomes known about the actual claims on
which the initial reserves were carried. Any adjustments to the carrying value
of unpaid claims for a prior year will also be reflected in the adjustments for
each subsequent year. For example, an adjustment in 1995 for 1993 loss reserves
will be reflected in the re-estimated net reserve for 1993 and 1994. The net
cumulative redundancy (deficiency) line represents the cumulative changes in
estimates since the initial reserves were established. It is equal to the
difference between the initial reserve and the latest re-estimated net reserve
amount. The lower portion of the table (cumulative amount of reserve paid)
presents the amounts paid as of the end of subsequent years on those claims for
which reserves were carried as of the end of each specific year.
The foregoing table indicates that reserves for claims and claim settlement
expenses, net of related reinsurance recoverables, at December 31, 1989 through
1994 were decreased from their original amounts. These decreases resulted
primarily from settling claims related to losses prior to those dates for
amounts less than originally estimated. Most of the favorable development has
resulted from the Company's managed results approach and claims management
process.
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The following table providesnegligence or fault of another person, a reconciliation ofco-employee or, in most instances, the beginning and ending
reserve balances, net of reinsurance recoverables for 1993, 1994 and 1995:
The Company's reserves for claims and claim settlement expenses, net of
related reinsurance recoverables, at December 31, 1992, 1993 and 1994, were
decreased in 1993, 1994 and 1995, by $1,911,000, $1,387,000 and $3,150,000,
respectively, for claimsinjured employee.
Workers’ compensation insurance policies generally provide that had occurred on or prior to those balance sheet
dates. The decreases were due to settling case-basis liabilities related to
claims in those periods for less than originally estimated. Most of the favorable development has resulted frominsurance carrier will pay all benefits that the Company's managed results approach
and claims management process. No return premiums are due as a result of
prior-year effects.
The Company continually attempts to improve its claims estimation process
by refining its ability to analyze claims development and settlement patterns,
claims payments and other information. However, there are uncertainties inherent
in the claims estimation process and claims estimates haveinsured employer may become increasingly
subject to changes in social and legal trends that may expand the liability of
insurers, establish new liabilities and interpret contracts to provide
unanticipated coverage long after the related policies were written. In
management's judgment, information currently available has been appropriately
considered in estimating the Company's claims and claim settlement expense
reserves. However, there can be no assurance that future events will not cause
incurred claims to exceed estimated reserves. Accordingly, it may not be
appropriate to extrapolate future redundancies or deficiencies based on the
above reserve tables.
Loss reserve development without the effects of reinsurance would not be
significantly different than that presented above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations historically have provided substantial positive
cash flow. Net cash provided by operating activities was $10.2 million, $13.0
million and $29.1 million in 1993, 1994 and 1995, respectively, and $6.8 million
and $5.6 million for the three months ended March 31, 1995 and 1996,
respectively. Net cash
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provided by operations primarily consists of premiums collected, investment
income, service fee income and reinsurance recoverable balances collected, less
claims and claim settlement expenses paid, premiums paid for reinsurance
protection and operating expenses. Generally, premiums are collected months or
years before claims are paid. Premiums are used firstobligated to pay current claims and
expenses. The balance, if any, is invested in marketable securities to generate
investment income.
The Company follows an investment strategy which is based on many factors,
including underwriting results and the Company's resulting tax position,
fluctuations in interest rates and regulatory requirements. The majority of the
Company's investment assets are in fixed maturity securities. The following
table shows the quality composition of the Company's investment portfolio
(percentages determined on the basis of amortized cost) by rating, as assigned
by Standard & Poor's, Inc. or Moody's Investor's Services, Inc. at March 31,
1996.
The Company historically has held its investments in these securities to
maturity. Management of the Company believes substantially all of the Company's
investment assets are readily marketable. However, because of the Company's
strategy of generally holding fixed maturity securities to maturity, the Company
has classified the majority of these securities as held-to-maturity for
financial accounting purposes. See Note 1 of the Notes to Consolidated Financial
Statements. Management currently intends to classify a portion of fixed maturity
securities purchased with the proceeds from the Offering as available-for-sale.
Cash proceeds from the sales and maturities of fixed income securities in 1995
were $10.2 million compared to $12.1 million in 1994, and $4.4 million in 1993
and $7.2 for the three months ended March 31, 1996.
Aggregate invested assets, including cash, were $56.3 million and $81.7
million at December 31, 1994 and 1995, respectively, and $88.8 million at March
31, 1996. The increases were primarily due to the investment of cash provided by
operating activities.
The Company's principal need for capital is to fund growth of its core
managed results workers'under applicable workers’ compensation business. The Company is restricted by
statute in the amount of net premiums it can write on the basis of certain
leverage guidelines established by insurance regulators. Exceeding these factors
limits a company's ability to generate premium income. A common measurement of
leverage is the ratio of net premiums written to statutory surplus. American
Interstate's leverage factors are within the maximum factors specified by the
states in which it operates. However, private rating agencies generally have
stricter leverage standards, and management believes the Company must stay well
within these industry leverage guidelines to maintain its favorable ratings from
these agencies. Additionally, beginning in 1994, the Company was required to
calculate the Risk-Based Capital (RBC) ratio for each of its insurance
subsidiaries, which measures the adequacy of statutory capital and surplus in
relation to investment and insurance risks and other business factors. The RBC
formula is used by state insurance regulators to identify, for the purpose of
initiating regulatory action, insurance companies that potentially are
inadequately capitalized. The RBC ratio of each of the Company's insurance
subsidiaries exceeds the minimum required ratio. The National Association of
Insurance Commissioners has proposed a new Model Investment Law that, if adopted
by the State of Louisiana (American Interstate's state of domicile), may affect
the statutory carrying values of certain investments; however, the final outcome
of that proposal is not certain, nor is it possible to predict what impact the
proposal will have on the Company or whether the proposal will be adopted in the
foreseeable future. The Company intends to use a portion of the net proceeds
from the Offering to expand its insurance business into additional markets and,
if necessary, to increase the capital and surplus of its insurance subsidiaries
to remain in compliance with regulatory requirements.
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The Company is a holding company and, accordingly, the primary source of
the Company's liquidity will be from dividends and management fees paid by one
of its subsidiaries, American Interstate. The Company provides management
services to American Interstate in exchange for these management fees.
Additionally, American Interstate and its insurance subsidiary are limited by
statute in their ability to pay dividends and fees to the Company. See Note 8 of
the Notes to Consolidated Financial Statements and "Risk Factors -- Holding
Company Structure." Additionally, management currently expects to invest a
portion of the Offering proceeds in marketable securities, using the income to
provide liquidity.
AMERISAFE has historically received fees from various affiliated entities
for the costs of providing certain executive, administrative and support
services to those affiliates. Fees received from affiliated entities were $2.2
million, $1.7 million and $2.9 million in 1993, 1994 and 1995, respectively, and
$534,000 for the three months ended March 31, 1996. The Company expects to
continue to provide a certain level of these services to certain of these
affiliates and will enter into annually renewable agreements with such
affiliates. However, management expects the level of fees and other revenues
received from affiliates to decline following the Offering. See "Certain
Transactions and Relationships -- Services Agreement," and "-- Aircraft
Agreement."
IMPACT OF INFLATION
Inflation can have a significant impact on the Company because premium
rates are established before the amount of claims and claim settlement expenses
is known. The Company attempts to anticipate increases in inflation when
establishing rates, subject to limitations imposed by competitive pricing.
The Company also considers inflation when estimating liabilities for claims
and claim settlement expenses, particularly for claims having a long period
between occurrence and settlement. The liabilities for claims and claim
settlement expenses are management's estimates of the ultimate net cost of the
underlying claims and expenses and are not discounted for the time value of
money. In times of high inflation, the normally higher yields on investments may
partially offset potentially higher claims and expenses.
SEASONALITY
The Company's operations are affected by general trends and business cycles
affecting the logging industry. Generally, the Company experiences higher
premium volume in the late summer and early fall when dryer weather allows the
harvesting and processing of trees and higher claims volume in the winter and
spring when inclement weather prevents the harvesting of trees and workers in
the logging industry have historically reported claims more frequently.
EFFECTS OF OFFERING AND RELATED TRANSACTIONS
The Company will receive net proceeds of approximately $152.5 million from
the Offering (approximately $175.5 million if the Underwriters' over-allotment
option is exercised in full). Approximately $73.0 million will be used for the
repayment of indebtedness, including the indebtedness incurred in connection
with the Reorganization. See "Use of Proceeds" and "Recent Reorganization."
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BUSINESS
OVERVIEW
AMERISAFE provides managed care workers' compensation products and services
primarily to employers in hazardous occupation industries. The Company offers
its client-employers a fully integrated program designed to lower the overall
cost of workers' compensation claims by: (i) implementing and applying workplace
safety programs designed to prevent occupational injuries, (ii) providing
immediate, efficient and appropriate managed medical care to injured workers,
and (iii) using intensive personal claims management practices to guide and
encourage injured workers through the recovery and rehabilitation process with
the primary goal of returning the injured worker to work as promptly as
practicable. The Company integrates proactive safety services with intensive
claims management practices and quality managed medical care to produce "managed
results." The Company's managed results approach focuses on creating and
maintaining direct personal relationships with employers, employees and health
care providers in order to design and promote services which are intended to
produce lower overall occupational injury costs. The Company designates service
teams for each client in order to foster personal relationships, provide
continuity of service and to implement specific solutions for individual client
workers' compensation needs.
Since it began operations in 1986, the Company has focused on providing its
managed results products and services to employers whose employees are engaged
in hazardous occupations, primarily the logging industry. Beginning in 1994, the
Company began expanding its client base by targeting employers in other
hazardous occupation industries, including general contracting, trucking, and
oil and gas exploration. The Company believes that the high severity injuries
typically suffered by employees engaged in hazardous occupations and the
resulting high cost typically incurred by employers in providing the mandatory
workers' compensation coverage for such employees provide the greatest
opportunity to lower costs by applying the Company's managed results approach.
By focusing on developing and implementing client-specific workplace safety
techniques and intensive claims management, the Company believes that
substantial cost savings can be achieved when compared to the traditional
workers' compensation approach to hazardous occupation industries. By reducing
the overall cost of providing workers' compensation coverage to its
employer-clients, the Company believes its managed results approach permits it
to price its products and services competitively.
From 1991 through 1995, the Company has increased its revenues from $20.3
million to $69.7 million, or a compound annual growth rate of 36.1%. In this
same period, the Company's net income (before cumulative effect of accounting
change) increased from $1.8 million to $9.3 million, or a compound annual growth
rate of 50.8%. As of March 31, 1996, the Company was licensed to provide
workers' compensation coverage and services in 25 states and the U.S. Virgin
Islands and provided its products and services to approximately 2,900 employers
in 16 states, primarily in the southeastern United States. As of that date, more
than two-thirds of AMERISAFE's employer-clients were involved in hazardous
occupation industries.
INDUSTRY
Workers' compensation benefits are state-mandated and regulated programs,
which generally require employers to provide medical benefits and wage
replacement to employees injured at work, regardless of fault.laws. Each individual state has a regulatory and adjudicatory system whichthat quantifies the level of wage replacement to be paid, determines the level of medical care required to be provided and the cost of permanent impairment and provides whetherspecifies the options in selecting medical providers available to the injured employee or the employer has certain options in selecting health care providers.
Stateemployer. These state laws generally require two types of benefits for injured employees: (i)(1) medical benefits, thatwhich include expenses related to diagnosis and treatment of the injury, as well as any required rehabilitation, if necessary, and (ii)(2) indemnity payments, thatwhich consist of temporary wage replacement, permanent disability payments orand death benefits to surviving family members. The Company believes that medical
benefits presently account for approximately half of all workers' compensation
benefits paid, with the remainder paid for lost wages and death benefits. To fulfill thisthese mandated financial obligation,obligations, virtually all employers are required either to purchase workers'workers’ compensation insurance or, if permitted by state law or approved by the U.S. Department of Labor, to self-insure. The employers may purchase workers’ compensation insurance from a private insurance carrier, a state-sanctioned assigned risk pool or a self-insuredself-insurance fund, (anwhich is an entity that allows employers to pool their liabilities for obtaining workers'
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28obtain workers’ compensation coverage buton a pooled basis, typically subjectssubjecting each employer to joint and several liability for the entire fund), or, if permitted by their state, to self-insure.
The cost to employers of providing workers'fund.
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Workers’ compensation benefitswas the fourth-largest property and casualty insurance line in the United States totaledin 2004, according to A.M. Best. Direct premiums written in 2004 for the workers’ compensation insurance industry were approximately $58$54 billion, in 1994. From 1984and direct premiums written for the property and casualty industry as a whole were approximately $466 billion, according to 1990,
workers' compensation costs increased an average of 13.3% per year and, from
1990 to 1992, workers' compensation costs increased an average of 6.3% per year.
The substantial growthA.M. Best. Premium volume in the workers'workers’ compensation marketinsurance industry is primarily
attributableestimated to have increased 11% since 2003, while the property and casualty industry experienced a 5% increase in net premiums written in 2004 compared to 2003, according to NCCI. According to the increased costs of medical treatment and an increase in
workers' compensation litigation,most recent market data reported by the NCCI, which affects both medical benefits and
indemnity payments. The Company believes that successful containment of these
expenses depends largely upon early interventionis the official ratings bureau in the claims processmajority of states in which we are licensed, total premiums reported for the specific occupational class codes for which we underwrite business was $17 billion. Total premiums reported for all occupational class codes reported by the NCCI for these same jurisdictions was $37 billion.
| Industry Developments |
During the period from 1994 to 2001, we believe that price competition and promptly enabling an injured employeerising loss costs, despite declines in the frequency of losses, severely eroded underwriting profitability in the workers’ compensation insurance industry. According to returnNCCI, the workers’ compensation insurance industry’s accident year combined ratios rose from 100% in 1995 to work. The Company also
believes that, to date, traditional insurers have focused ona high premium volume
and generally maintain minimal staffing.of 139% in 1999. As a result, NCCI estimated that workers’ compensation loss reserves for private carriers were deficient by $12.0 billion at December 31, 2004, which are significantly up from just $2 billion in 1995, yet down from a high of $21 billion in 2001. We believe the Company believes that
the workers'workers’ compensation insurance industry is slowly transitioning to a more competitive market environment.
Rising Medical Claim Costs. According to NCCI, workers’ compensation medical claims costs have risen approximately 137% over the ten-year period ended December 31, 2004 driven primarily by increased utilization and prescription drug costs.
Rising Indemnity Claim Costs. According to NCCI, indemnity claim costs, which include wage replacement, have risen 87% for the ten-year period ended December 31, 2004, which is lower than the rate at which medical claim costs have risen.
Declining Investment Performance. Unfavorable investment conditions have also adversely affected workers’ compensation insurance industry returns on equity. Because workers’ compensation claims are generally characterized by limited safety
services, inefficient claims adjustment processes and ineffective medical cost
management.
Employers engaged in hazardous occupation industries pay substantially
higher than average workers' compensation rates. While these rates vary
significantly across industries and from state to state and are dependent upon
the individual employer's loss history, workers' compensation costs are
typicallypaid over a significant componentlonger period of these hazardous occupation employers'
overall operating expenses. For example, the Company's logging clients typically
pay an amount equal to 20% to 50% of payroll to obtain workers' compensation
benefits for their employees,time as compared to employers of clerical workers who
generally pay an amount less than 1% of their payroll to obtain such benefits.
This cost disparity results from the substantial expenses associated with high
severity injuries occurring within hazardous occupation industries. The Company
believes that the difficulties associated with controlling catastrophic injury
costs have historically caused a numberother types of insurance companiesclaims, workers’ compensation insurers have the opportunity to invest premiums received for longer periods of time. Therefore, the performance of the investments funded with premiums received is an important part of a workers’ compensation insurance company’s business model. The ratio of investment gain on insurance transactions (including net investment income, realized gains and other income) to premiums for private carriers has declined from a high of 21% in 1998 to a projected rate of 10% in 2004, according to NCCI.
Reduction in Market Capacity. We believe that price competition, rising loss costs and low investment returns in recent years have led to poor operating results and have caused some workers’ compensation insurers to suffer severe capital impairment. These conditions have forced some insurers to withdraw from the higher-riskmarketplace and enter insolvency proceedings, precipitating a reduction in market segments. As a result,capacity. Notwithstanding this reduction in market capacity, the Company believes that
hazardous occupation industries offer avolume of workers’ compensation insurance premiums has shown steady growth, increasing from $25 billion in 1999 to an estimated $46 billion of net premiums written in 2004, an 84% increase, driven mainly by rate increases.
Industry Outlook
We believe the challenges faced by the workers’ compensation insurance industry over the past decade have created significant opportunity for workers’ compensation insurers to workers'increase the amount of business that they write. The year 2002 marked the first year in five years that private carriers in the property and casualty insurance industry experienced an increase in annual after-tax returns on surplus,
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including capital gains, according to NCCI. Workers’ compensation providers.
STRATEGYinsurance industry calendar year combined ratios declined for the first time in seven years, falling from 122% (with 1.9% attributable to the September 11, 2001 terrorist attacks) to 105% in 2004 as premium rates have increased and claims frequency has declined. In addition, claims frequency has declined. From 1990 through 2003, the cumulative decline in lost-time claims frequency was 42.0%. The Company'sNCCI estimates that lost-time claims frequency declined an additional 3.4% in 2004. We believe that opportunities remain for us to provide needed underwriting capacity at attractive rates and upon terms and conditions more favorable to insurers than in the past.
Policyholders
As of June 30, 2005, we had approximately 6,300 voluntary business policyholders with an average annual workers’ compensation policy premium of approximately $38,000. As of June 30, 2005, our ten largest voluntary business policyholders accounted for approximately 2.6% of our in-force premiums. Our policy renewal rate on voluntary business that we elected to quote for renewal was 87.9% in 2002, 91.4% in 2003 and 93.0% in 2004.
�� In addition to our voluntary workers’ compensation business, we underwrite workers’ compensation policies for employers assigned to us and assume reinsurance premiums from mandatory pooling arrangements, in each case to fulfill our obligations under residual market programs implemented by the states in which we operate. In addition, we separately underwrite general liability insurance policies for our workers’ compensation policyholders in the logging industry on a select basis. Our assigned risk business fulfills our statutory obligation to participate in residual market plans in six states. See “—Regulation—Residual Market Programs” below. For the year ended December 31, 2004 and the six months ended June 30, 2005, our assigned risk business accounted for 3.6% and 3.7%, respectively, of our gross premiums written, and our assumed premiums from mandatory pooling arrangements accounted for 3.0% and 2.3%, respectively, of our gross premiums written. In addition, our general liability insurance business accounted for only 1.0% and 0.8%, respectively, of our gross premiums written for the year ended December 31, 2004 and the six months ended June 30, 2005.
Targeted Industries
We provide workers’ compensation insurance primarily to employers in the following targeted hazardous industries:
Construction. Includes a broad range of operations such as highway and bridge construction, building and maintenance of pipeline and powerline networks, excavation, commercial construction, roofing, iron and steel erection, tower erection and numerous other specialized construction operations. In 2004, our average policy premium for voluntary workers’ compensation within the construction industry was $41,227, or $7.60 per $100 of payroll.
Trucking. Includes a large spectrum of diverse operations including contract haulers, regional and local freight carriers, special equipment transporters and other trucking companies that conduct a variety of short- and long-haul operations. In 2004, our average policy premium for voluntary workers’ compensation within the trucking industry was $46,666 or $7.29 per $100 of payroll.
Logging. Includes tree harvesting operations ranging from labor intensive chainsaw felling and trimming to sophisticated mechanized operations using heavy equipment. In 2004, our average policy premium for voluntary workers’ compensation within the logging industry was $18,468, or $15.16 per $100 of payroll.
Agriculture. Including crop maintenance and harvesting, grain and produce operations, nursery operations, meat processing and livestock feed and transportation. In 2004, our average policy premium for voluntary workers’ compensation within the agricultural industry was $29,325, or $9.63 per $100 of payroll.
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Oil and Gas. Including various oil and gas activities including gathering, transportation, processing, production and field service operations. In 2004, our average policy premium for voluntary workers’ compensation within the oil and gas industry was $65,686, or $6.29 per $100 of payroll.
Maritime. Including ship building and repair, pier and marine construction, inter-coastal construction and stevedoring. In 2004, our average policy premium for voluntary workers’ compensation within the maritime industry was $46,164, or $9.03 per $100 of payroll.
Sawmills. Including sawmills and various other lumber-related operations. In 2004, our average policy premium for the sawmill industry was $37,105, or $7.32 per $100 of payroll.
Our gross premiums are derived from:
| • | Direct Premiums. Includes premiums from workers’ compensation and general liability insurance policies that we issue to: |
| • | employers who seek to purchase insurance directly from us and who we voluntarily agree to insure, which we refer to as our voluntary business; and | |
| • | employers assigned to us under residual market programs implemented by some of the states in which we operate, which we refer to as our assigned risk business. |
| • | Assumed Premiums. Includes premiums from our participation in mandatory pooling arrangements under residual market programs implemented by some of the states in which we operate. |
As of June 30, 2005, only 1.0% of our voluntary in-force premiums were derived from general liability policies.
Gross premiums written during the years ended December 31, 2002, 2003 and 2004 and the allocation of those premiums among the hazardous industries we target are presented in the table below.
| Percentage | ||||||||||||||||||||||||||
| Gross Premiums Written | of Gross Premiums Written | |||||||||||||||||||||||||
| 2002 | 2003 | 2004 | 2002 | 2003 | 2004 | |||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Voluntary business: | ||||||||||||||||||||||||||
| Construction | $ | 61,558 | $ | 80,693 | $ | 101,298 | 33.2% | 36.1% | 38.3% | |||||||||||||||||
| Trucking | 36,392 | 47,104 | 57,822 | 19.7% | 21.1% | 21.8% | ||||||||||||||||||||
| Logging | 32,156 | 32,008 | 30,340 | 17.4% | 14.3% | 11.5% | ||||||||||||||||||||
| Agriculture | 6,574 | 8,502 | 11,203 | 3.6% | 3.8% | 4.2% | ||||||||||||||||||||
| Oil and Gas | 7,157 | 7,221 | 7,226 | 3.9% | 3.2% | 2.7% | ||||||||||||||||||||
| Maritime | 5,326 | 6,076 | 5,909 | 2.9% | 2.7% | 2.2% | ||||||||||||||||||||
| Sawmills | 3,760 | 4,009 | 5,566 | 2.0% | 1.8% | 2.1% | ||||||||||||||||||||
| Other | 21,164 | 24,239 | 28,117 | 11.4% | 10.8% | 10.6% | ||||||||||||||||||||
| Total voluntary business | 174,087 | 209,852 | 247,481 | 94.1% | 93.9% | 93.4% | ||||||||||||||||||||
| Assigned risk business | 7,414 | 9,216 | 9,431 | 4.0% | 4.1% | 3.6% | ||||||||||||||||||||
| Assumed premiums | 3,592 | 4,522 | 8,050 | 1.9% | 2.0% | 3.0% | ||||||||||||||||||||
| Total | $ | 185,093 | $ | 223,590 | $ | 264,962 | 100.0% | 100.0% | 100.0% | |||||||||||||||||
Geographic Distribution
We are licensed to provide workers’ compensation insurance in 45 states, the District of Columbia and the U.S. Virgin Islands. We operate on a geographically diverse basis with no more than 11.0% of our gross premiums written in 2004 derived from any one state. The table below identifies, for the years
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ended December 31, 2003 and 2004 and the six months ended June 30, 2005, the states in which the percentage of our gross premiums written exceeded 3.0% for any of the periods presented.
| Percentage of Gross Premiums Written | |||||||||||||
| Year Ended | |||||||||||||
| December 31, | Six Months | ||||||||||||
| Ended | |||||||||||||
| State | 2003 | 2004 | June 30, 2005 | ||||||||||
| Georgia | 9.4% | 9.5% | 10.8% | ||||||||||
| Louisiana | 11.8% | 10.6% | 8.6% | ||||||||||
| Florida | 4.6% | 4.9% | 6.9% | ||||||||||
| Pennsylvania | 3.9% | 4.5% | 6.2% | ||||||||||
| North Carolina | 5.9% | 6.3% | 5.8% | ||||||||||
| Illinois | 5.7% | 6.4% | 5.2% | ||||||||||
| Alaska | 3.3% | 4.4% | 5.0% | ||||||||||
| Minnesota | 3.9% | 3.6% | 4.7% | ||||||||||
| Virginia | 5.2% | 5.2% | 4.7% | ||||||||||
| Tennessee | 3.5% | 3.9% | 4.6% | ||||||||||
| Oklahoma | 3.9% | 3.3% | 4.5% | ||||||||||
| Texas | 7.9% | 6.5% | 4.3% | ||||||||||
| South Carolina | 3.9% | 4.6% | 4.1% | ||||||||||
| Wisconsin | 2.3% | 3.3% | 3.7% | ||||||||||
| Missouri | 1.4% | 1.9% | 3.2% | ||||||||||
| Arkansas | 5.2% | 4.7% | 3.1% | ||||||||||
| Mississippi | 3.6% | 3.9% | 2.9% | ||||||||||
| Alabama | 3.2% | 2.7% | 2.6% | ||||||||||
Lines of Business
Workers’ Compensation
Workers’ compensation insurance provides coverage to employers under state and federal workers’ compensation laws. These laws prescribe benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. Our workers’ compensation insurance policies also provide employer liability coverage, which generally provides coverage for an employer for claims by non-employees.
Our insurance encompasses a variety of options designed to fit the needs of our policyholders. The most basic insurance policy, accounting for more than 99.0% of our gross premiums written for the year ended December 31, 2004 and the six months ended June 30, 2005, is a guaranteed cost contract. Under our guaranteed cost contracts, policyholders pay premiums based on a percentage of their payroll determined by job classification. Our premium rates for these policies vary depending upon certain factors, including the type of work to be performed by employees and the general business of the policyholder. In return for premium payments, we assume statutorily imposed obligations of the policyholder to provide workers’ compensation benefits to its employees. There are no policy limits on our liability for workers’ compensation claims as there are for other forms of insurance. We conduct a premium audit at the expiration of the policy to verify that the policyholder’s correct payroll expense and job classifications were reported to us.
A policyholder who desires to assume financial risk in exchange for reduced premiums may elect a deductible that makes the policyholder responsible for the first portion of any claim. We also offer loss sensitive plans on a limited basis, including dividend plans. These plans provide for a portion of the premium to be returned to the policyholder in the form of a dividend, based on the policyholder’s losses during the policy period.
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We have three underwriting insurance subsidiaries, American Interstate, Silver Oak Casualty and American Interstate of Texas. Our principal subsidiary, American Interstate, is licensed to provide workers’ compensation insurance in 45 states, the District of Columbia and the U.S. Virgin Islands. Silver Oak Casualty is licensed in eight states and the District of Columbia and American Interstate of Texas is licensed only in Texas. We utilize Silver Oak Casualty and American Interstate of Texas to file alternative workers’ compensation rate structures that permit us to offer our workers’ compensation insurance to a broader range of potential policyholders. We currently intend to pursue licensing of Silver Oak Casualty and American Interstate of Texas in additional states.
General Liability
General liability insurance is a form of casualty insurance that covers a policyholder’s liability resulting from its act or omission that causes bodily injury or property damage to a third party. With general liability insurance, the amount of a covered loss is the amount of the claim or payment made on the policyholder’s behalf, subject to the deductible, limits of liability and other features of the insurance policy. We offer general liability insurance coverage only to our workers’ compensation policyholders in the logging industry on a select basis. As of June 30, 2005, only 1.0% of our voluntary in-force premiums were derived from general liability policies.
Sales and Marketing
We sell our workers’ compensation insurance through agencies. As of June 30, 2005, our insurance was sold through approximately 1,700 independent agencies and our wholly owned insurance agency subsidiary, Amerisafe General Agency Insurance, which is licensed in 24 states. We are selective in establishing and maintaining relationships with independent agencies. We establish and maintain relationships only with those agencies that provide quality application flow from prospective policyholders that are reasonably likely to accept our quotes. We compensate these agencies by paying a commission based on the premium collected from the policyholder. Our average commission rate for our independent agencies was 7.0% for the year ended December 31, 2004 and 7.1% for the six months ended June 30, 2005. Beginning January 1, 2005, we pay our insurance agency subsidiary a commission rate of 8.0%. Neither our independent agencies nor our insurance agency subsidiary has authority to underwrite or bind coverage. We do not pay contingent commissions.
As of June 30, 2005, independent agencies accounted for approximately 80.6% of our voluntary in-force premiums, and no independent agency accounted for more than 1.4% of our voluntary in-force premiums at that date.
Underwriting and Rate Making
Our underwriting strategy is to utilizefocus on employers in certain hazardous industries that operate in those states where our underwriting efforts are the most profitable and efficient. We analyze each prospective policyholder on its own merits relative to known industry trends and statistical data. Our underwriting guidelines specify that we do not write workers’ compensation insurance for certain hazardous activities, including sub-surface mining and the use of explosives.
Underwriting is a multi-step process that begins with the receipt of an application from one of our agencies. We initially review the application to confirm that the prospective policyholder meets certain established criteria, including that it is engaged in one of our targeted hazardous industries and industry classes and operates in the states we target. If the application satisfies these criteria, the application is forwarded to our underwriting department for further review.
Our underwriting department reviews the application to determine if the application meets our underwriting criteria and whether all required information has been provided. If additional information is required, the underwriting department requests additional information from the agency. This initial review process is generally completed within three days after the application is received by us. Once this
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initial review process is complete, our underwriting department requests that a pre-quotation safety inspection be performed.
After the pre-quotation safety inspection has been completed, our underwriting professionals review the results of the inspection to determine if a rate quote should be made and, if so, prepare the quote. The rate quote must be reviewed and approved by our underwriting department before it is delivered to the agency. All decisions by our underwriting department, including decisions to decline applications, are subject to review and approval by our management-level underwriters.
In the majority of states, workers’ compensation insurance rates are based upon the published “loss costs.” Loss costs are derived from wage and loss data reported by insurers to the state’s statistical agent, in most states the NCCI. The state agent then promulgates loss costs for specific job descriptions or class codes. Insurers file requests for adoption of a loss cost multiplier, or LCM, to be applied to the loss costs to support operating costs and profit margins. In addition, most states allow pricing flexibility above and below the filed LCM, within certain limits.
We obtain approval of our rates, including our LCMs, from state regulatory authorities. To maintain rates at profitable levels, we regularly monitor and adjust our LCMs. In 2004, we made 7 filings with state regulatory agencies to increase our LCMs. Similarly, in 2003, 2002 and 2001, we made 16 filings, 12 filings and 14 filings, respectively. In each instance, our rate increases were approved. The effective LCM for our voluntary business has increased from 0.93 for the 2000 policy year to 1.55 for the six months ended June 30, 2005. For policy years 2001, 2002, 2003 and 2004 the effective LCM for our voluntary business was 1.14, 1.37, 1.43 and 1.53, respectively. If we are unable to charge rates in a particular state or industry to produce satisfactory results, we seek to control and reduce our premium volume in that state or industry and redeploy our capital in other states or industries that offer greater opportunity to earn an underwriting profit.
Our underwriting department is managed results approachby experienced underwriting professionals who specialize in the hazardous industries that we target. As of June 30, 2005, we had 57 employees in our underwriting department, including 17 underwriting professionals and 40 support-level staff members. The average length of underwriting experience of our underwriting professionals exceeds 10 years.
Our underwriting professionals participate in an effortincentive compensation program under which bonuses are paid quarterly based upon achieving premium underwriting volume and loss ratio targets. The determination of whether targets have been satisfied is made 18 months after the relevant incentive compensation period.
Safety
Our safety inspection process begins with a request from our underwriting department to perform a pre-quotation safety inspection. Our safety inspections focus on a prospective policyholder’s operations, loss exposures and existing safety controls to prevent workplace injury,potential losses. The factors considered in our inspection include employee experience, turn-over, training, previous loss history and when an injury does occur, to arrange
for timely, high quality and cost-effective managed care, thereby lowering the
overall costs to its employer-clients of providing workers' compensation
benefits to their employees. The Company's strategy includes the following
principal elements:
- Focus on Hazardous Occupation Employers. The Company targets those
employers who, due to the nature of their businesses and the
susceptibility of their employees to serious injury, pay substantially
higher than average workers' compensation rates. Because the Company
focuses its efforts on clients in selected industries, the Company
believes that it has developed expertise in assessing not only the risks
associated with those industries, but also the operating practices of
individual employers. As a result, the Company believes it can more
accurately determine the profit opportunity of providing its managed
results services. The Company also believes that less competition exists
in providing workers' compensation services to hazardous occupation
employers because of the potential for severe injuries to their
employees and due to the fact that many hazardous occupation employers
operate in rural areas, a market not pursued by many traditional
insurers. The Company believes that its commitment to working with its
client-employers to implement a program designed to benefit both parties
results in cost savings for its client-employers and the establishment
of long-term relationships with them.
- Improve Workplace Safety. The Company believes that implementing
comprehensive safety services to reduce workplace accidents is the key
element to effect significant reductions in workers' compensation costs
for employers in hazardous occupation industries. The Company presently
employs a staff of 29 safety professionals. Many of these individuals
were previously employed in hazardous occupation industries and use
their personal experience and expertise in these industries to assist
employer-clients in designing safety and injury prevention programs and
to assist in the Company's underwriting process. In most cases, before
offering the Company's managed results
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products and services to a potential new client, a Company safety
professional will visit the potential client's place of business to
assess the existing safety programscorrective actions, and workplace practices.conditions, including equipment condition and, where appropriate, use of fall protection, respiratory protection or other safety devices. Our FSPs travel to employers’ worksites to perform these safety inspections. This initial in-depth analysis allows our underwriting professionals to make decisions on both insurability and pricing. In certain circumstances, the Companywe will agree to provide workers'workers’ compensation products and servicesinsurance only if the employer agrees to implement and maintain specificthe safety recommendations. Oncemanagement practices that we recommend. From January 1, 2004 through June 30, 2005, approximately 86% of our new voluntary business policyholders were inspected prior to our offering a premium quote. The remaining voluntary business policyholders were not inspected prior to a premium quote for a variety of reasons, including small premium size or the policyholder was previously a policyholder subject to our safety inspections.
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After an employer becomes a client, the Company continuespolicyholder, we continue to emphasize workplace safety bythrough periodic workplace visits, assisting the clientpolicyholder in designing and implementing enhanced safety management programs, providing current industry-specific safety-related information and conducting rigorous post-accident management. - Manage Care Through Personal, Direct Contact.Generally, we may cancel or decline to renew an insurance policy if the policyholder does not implement or maintain reasonable safety management practices that we recommend.
Our safety department is comprised of 49 FSPs, including three field vice presidents. Our FSPs participate in an incentive compensation program under which bonuses are paid quarterly based upon an FSP’s production and their policyholders’ aggregate loss ratios. The Company believes that
itsresults are measured 18 months after the inception of the subject policy period.
Claims
We have structured our claims operation to provide immediate, intensive and personal direct contact approach reducesmanagement of all claims to guide injured employees through medical treatment, rehabilitation and recovery with the overall costprimary goal of medical care, resultsreturning the injured employee to work as promptly as practicable. We seek to limit the number of claim disputes with injured employees through early intervention in the claims process.
We have 48 claims offices located throughout the markets we serve. Our FCMs are located in the geographic areas where our policyholders are based. We believe the presence of our FCMs in the field enhances our ability to guide an injured worker returningemployee to work more
quicklythe appropriate conclusion in a friendly, dignified and lessens the likelihood of litigation and fraudulent claims.
The Company encourages its employer-clientssupportive manner. Our FCMs have broad authority to immediately notify the
Companymanage claims from occurrence of a workplace injury.injury through resolution, including authority to retain many different medical providers at our expense, including not only our recommended medical providers but also nurse case managers, independent medical examiners, vocational specialists, rehabilitation specialists and other specialty providers of medical services necessary to achieve a quality outcome.
Following notification of a claims
representative contactsworkplace injury, an FCM will contact the employer,policyholder, the injured employee and/or the treating physician to determine the nature and severity of the injury. In the case ofIf a serious injury occurs, the employer's pre-designated claims
representativeFCM will promptly visit the injured employee or the employee'semployee’s family members to discuss the benefits provided and will also visit the treating physician to discuss the proposed treatment plan. The
Company's claims representative acts as a facilitator to assure thatOur FCM assists the injured employee receives anin receiving appropriate medical treatment plan and to
encourageencourages the use of Company-recommended health careour recommended medical providers and facilities. The Company limitsFor example, our FCM may suggest that a treating physician refer an injured worker to another physician or treatment facility that we believe has had positive outcomes for other workers with similar injuries. We actively monitor the number of activeopen cases handled by a single claims representativeFCM in order to permit the claims
representative to bettermaintain focus on the services best suited for theeach specific injured employee. - Direct Injured Workers to Appropriate Health Care Providers. The Company
believes that directing injured workers to appropriate health care
providersAs of June 30, 2005, we averaged approximately 60 open indemnity claims per FCM, which we believe is a vital part of its workers' compensation managed care
program. The Company believes that it is able to arrange for high
quality, cost-effective health care services to injured workers due to
its experience with managing claims involving severe injuries ofsignificantly less than the types most often suffered by its clients' employees and its
relationships with health care providers within the regional and local
markets it serves. Certain states permit the Company to require injured
workers to utilize Company-recommended health care providers and
facilities. Even in states in which the injured employee is permitted to
choose a health care provider, the Company believes that it is generally
successful in encouraging injured workers to use Company-recommended
providers and facilities, allowing the Company to more effectively
manage health care.
- Pursue Growth Opportunities. The Company intends to grow internally and
through acquisitions. Internal growth is expected to result from both
greater penetration of existing markets and expansion into new markets
through targeting employers in geographic areas and hazardous occupation
industries that the Company does not presently serve. The Company
currently provides products and services in 16 states and expects to
target its expansion to additional states in which it is authorized to
provide workers' compensation products and services. In addition, due to
the fragmented nature of the workers' compensation market, the Company
believes that there are a significant number of smaller, traditional
workers' compensation insurers or books of indemnity business that the
Company could acquire and convert to its managed results approach. The
Company's proceeds from this Offering will provide substantial
additional capital that will allow the Company to more rapidly expand
its business. However, while there can be no assurances, the Company
plans to manage its growth in a manner intended to maintain its "A"
(Excellent) rating from A.M. Best Company, Inc. See "-- A.M. Best
Rating" below.
OPERATIONS
The Company's managed results approach employs an operating process
designed to improve workplace safety and thereby reduce work-related injuries,
and, when an injury does occur, to provide for prompt medical intervention,
integrated claims management and effective medical care management. The
Company's managed care approach directs injured workers to appropriate health
care providers and facilities. The Company is divided into multidisciplinary
geographic service teams which concentrate on providing managed workers'
compensation services and products within assigned regions of the Company's
market territory. These
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teams actively enlist employers, employees and health care providers in the
common goal of rapid return-to-work in as care-effective and cost-efficient a
manner as possible.
The components of the Company's managed results approach include:
Improve Workplace Safety. Preventing work-related injuries is a key element
of the Company's managed results approach. In most cases, before offering the
Company's managed results products and services to a potential new client, a
Company safety professional will visit the potential client's place of business
to assess the existing safety programs and workplace practices. Company
representatives also assess the employer's attitude toward workplace safety and
toward creating, improving and maintaining a safe work environment. The safety
professional will prepare a written report to assist the underwriter in
evaluating the risk and pricing it appropriately. In certain circumstances, the
Company will agree to provide workers' compensation products and services only
if the employer agrees to implement and maintain specific safety
recommendations.
The Company employs 29 safety professionals throughout its market
territory. Many of these individuals were previously employed in logging or
other hazardous occupation industries and use their personal experience and
expertise in these industries to better assess the safety risks associated with
a client's operations. These individuals also use their knowledge of the
specific hazards associated with these hazardous occupation industries to assist
employers in designing safety and injury prevention programs and to provide
information about the industries to assist in the Company's underwriting
process. After identifying a client's specific safety risks, the Company's
safety professionals work with the client to minimize these risks and reduce
accidents through monitoring the client's safety programs. Each of the Company's
safety professionals is required to pursue professional development programs
leading to specific certifications or designations, and to participate in
Company-sponsored periodic training in OSHA and DOT regulations and guidelines.
The Company also publishes a periodic logging-specific safety and industry newsletter titled "The Timberleaf" which is distributed to more than 3,000
clients, potential clients, facilitators, mill managers and paper and lumber
industry executives. Company safety professionals also participate in state
forestry association sponsored logging safety councils, write safety articles
published in industry periodicals, and work as members of the American Pulpwood
Association's various safety committees.
After accepting a client, the Company continues to emphasize workplace
safety by making periodic, and sometimes unannounced, visits to the
client-employer's workplace. All serious injuries are investigated by a Company
representative to determine whether steps can be taken to avoid similar
accidents. The Company monitors the activity of its safety professionals in
order to assure that appropriate safety services are available to each
client-employer.
Prompt Medical Intervention. Managing a claim from the earliest possible
time is critical in minimizing its ultimate cost. A 1994 industry study
indicates that claims reported between 11 and 20 days after the date of injury
cost an average of 29% more than claims reported 1 to 10 days after the date of
injury, and that the difference escalated to an average of an additional 48% if
the claim was reported more than 30 days after the injury occurred. To ensure
early intervention in the claims process, the Company encourages immediate
notification from the employer of all injuries and provides the employer with
24-hour toll-free assistance or direct contact with the Company's designated
service representative.
Promptly upon receiving notification of an injury, a claims representative
contacts the employer, the injured employee and/or the treating physician to
determine the nature and severity of the injury. The claims representative acts
as a facilitator to assure that the injured employee receives an appropriate
medical treatment plan and to encourage the use of Company-recommended health
care providers and facilities. The Company believes that this personal, direct
contact approach reduces the overall cost of medical care, results in the
injured worker returning to work more quickly and lessens the likelihood of
litigation and fraudulent claims. In cases involving a serious or complex
injury, the Company provides comprehensive field case management to address both
the ongoing medical needs of the injured employee as well as the economic and
social issues facing the employee and the employee's family. These professionals
establish ongoing communication with an injured employee, often at the initial
treatment, help coordinate care with the attending physicians and the health
care facilities, assist with paperwork and provide ongoing advice to both the
injured
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worker and the employee's family, with the goal of increasing satisfaction
through prompt, responsive service and a demonstrated concern for the injured
employee's well-being.
Because the Company's managed results approach emphasizes direct, personal
contact between the designated claims representative and the injured employee
and his employer, the Company limits the number of active cases for which any
single claims representative is responsible. With a lower case load, each claims
representative can better focus on the injured employee and access the medical,
rehabilitative and social services that are best suited for the specific
individual.
The Company's claims representatives are located in the geographic area in
which their designated employer-clients are based. By locating its claims
representativesaverage.
Locating our FCMs in the field the Company derives additional benefits from the
fact that its representativesalso allows us to build professional relationships with local health
care providers. When expanding into a new geographic market, the Company seeks
to hire experienced claims representatives who have established professional
contacts with local health care providers and who demonstrate the attitude and
ability to enhance the Company's managed results approach.
Direct Injured Workers to Appropriate Health Care Providers. The Company
believes effective managed care depends largely upon the selection of
appropriate health care providers and ongoing review to ensure that medical care
is being delivered in a cost-effective manner. The Company seeks to select and
develop relationships with health care providers in each of the regional and
local markets in which the Company's employer-clients operate. Emphasis is
placed on implementing the most expeditious and cost-effective managed care
treatment programs for each employer rather than imposing a single standardized
system on all employers and their employees.
The Company has established relationships with local and regional health
care providers and facilities ranging from individual physicians to fully
integrated occupational health care networks. In certain circumstances, these
relationships are evidenced by formal contracts; in many cases the arrangements
are more informal. The Company believes that its personal approach to managed
care depends upon selecting a well-qualified, local source of medical care,
regardless of any affiliation with existing networks. When entering a market,
the Company seeks to enter into strategic relationships with local and regional
medical care providers. In selecting its medical care providers, the Company
relies,we rely, in part, on the recommendations of its claims representativesour FCMs who have developed professional relationships within their geographic areas. The CompanyWe also seeksseek input from the employersour policyholders and other contacts in the market in which it
intends to provide services.markets that we serve. While cost factors are considered in selecting health caremedical providers, we consider the Company considersmost important factor in the ability ofselection process to be the health care
providermedical provider’s ability to achieve a "quality outcome" -- definedquality outcome. We define quality outcome as the injured worker’s rapid, conclusive recovery and return to sustained, full capacity employment by the injured worker -- as
the most important factor in the selection process.
The Company's claims representatives maintain primary responsibility for
managing the entire claim from occurrence through resolution and are given
significant responsibility and authority to ensure the most effective,
cost-efficient resolution of claims that will enable the employee to return to
work as promptly as practicable. Each claims representative has the authority to
retain at the Company's expense independent nurse case managers, independent
medical examiners, vocational and rehabilitation specialists or other specialty
providers of medical services necessary to achieve the quality outcome desired
by the Company. In addition to retaining independent service providers required
for a particular injured worker, the claims representative works to reinforce
the Company's managed results approach by utilizing existing arrangements that
have been established by the Company to meet the needs of employer-clients
within a particular geographic market. The Company provides its claims
representatives with cars or car allowances, personal computers, cellular
phones, facsimile machines, pagers and a full range of additional administrative
and technical support to assist them with the prompt, efficient resolution of
employee claims.
The Company generally requires pre-certification to determine the medical
necessity and appropriateness of non-acute medical treatment before it is
provided to an injured worker. The Company also conducts fee schedule and
medical bill reviews to ensure that it has been billed appropriately for the
approved services, to prevent over-utilization of medical services and to detect
variances from agreed-upon fee schedules, unbundling of charges and unnecessary
or unrelated charges. Because of the variance in regulatory schemes in
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the states in which the Company provides managed care products and services, the
Company also contracts with medical bill review specialists in certain of the
markets in which it operates.
Dispute and Litigation Management. Through early intervention and its
personal claims management approach, the Company seeks to limit the number of
disputes with injured workers. The Company's primary goal is rapid, conclusive
recovery and return to sustained, full capacity employment by the injured
worker. The personal presence of the Company's claims representative throughout
this process permits an evaluation of the injured employee's psychological
propensity to return to work, to retain counsel and litigate, or, as an
alternative, to reasonably settle any disputes with the Company without
litigation. The Company believes that the personal presence of the claims
representative also enhances the Company's ability to guide the injured employee
to the appropriate conclusion in a friendly, dignified, supportive manner and
diminishes the injured employee's desire toemployment.
While we seek larger settlement amounts than
would be the case if the Company was perceived by the injured employee to be
adversarial or hostile toward the employee's individual situation. The Company
seeks to promptly settle valid claims; however, itclaims, we also aggressively defendsdefend against what it considersclaims we consider to be non-meritorious claims.non-meritorious. Litigation expenses accounted for less than 5.0% of our gross claims and claim settlement expenses in 2004 and for the six months ended June 30, 2005. As of March 31, 1996, the
CompanyJune 30, 2005, we had closed approximately 98%91.0% of its pre-1995our 2003 reported claims and 86%approximately 98.8% of its 1995our pre-2003 reported claims, thereby substantially reducing the risk of future adverse claims development. OverWhere possible, we purchase annuities on longer life claims to close the last several years, certain states have adopted regulations better
enabling workers' compensation providersclaim while still providing an appropriate level of benefits to actively investigate and pursue
allegedly fraudulent claims. The Company believes that its claim
representatives' physical presence, and direct face-to-face contact with its
employer-clients andan injured workers, better enables it to uncover fraudulent
claims.
PRODUCTS AND SERVICES
Workers' Compensation Managed Care Products. The Company's products and
rating plans encompassemployee. We also mitigate against potential losses from
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improper premium reporting or delinquent premium payment by collecting from the policyholder a continuumdeposit, typically representing 15% of options designed to fittotal premium, at the needs of its
client-employers. The most basic product, accounting for approximately 97.0%inception of the Company's premiums in force at March 31, 1996,policy, which deposit can be utilized to offset losses from inadequate premium submissions.
Premium Audits
We conduct premium audits on all of our voluntary business policyholders annually, upon the expiration of each policy, including when the policy is a guaranteed cost
contract, in whichrenewed. The purpose of these audits is to verify that policyholders have accurately reported their payroll expenses and employee job classifications, and therefore have paid us the premium required under the terms of their policies. In addition to annual audits, we selectively perform interim audits on certain classes of business if significant or unusual claims are filed or if the monthly reports submitted by a policyholder reflect a payroll pattern or any aberrations that cause underwriting, safety or fraud concerns.
Loss Reserves
We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses related to the investigation and settlement of policy claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid at a given point in time. In establishing our reserves, we do not use loss discounting, which involves recognizing the time value of money and offsetting estimates of future payments by future expected investment income. Our process and methodology for estimating reserves applies to both our voluntary and assigned risk business and does not include our reserves for mandatory pooling arrangements. We record reserves for mandatory pooling arrangements as those reserves are reported to us by the pool administrators. We use a consulting actuary to assist in the evaluation of the adequacy of our reserves for loss and loss adjustment expenses.
When a claim is setreported, we establish an initial case reserve for the estimated amount of our loss based on our estimate of the most likely outcome of the claim at that time. Generally, a case reserve is established within 14 days after the claim is reported and consists of anticipated medical costs, indemnity costs and specific adjustment expenses, which we refer to as defense and cost containment expenses, or DCC expenses. At any point in advance and changes onlytime, the amount paid on a claim, plus the reserve for future amounts to be paid, represents the estimated total cost of the claim, or the case incurred amount. The estimated amount of loss for a reported claim is based upon various factors, including:
| • | type of loss; | |
| • | severity of the injury or damage; | |
| • | age and occupation of the injured employee; | |
| • | estimated length of temporary disability; | |
| • | anticipated permanent disability; | |
| • | expected medical procedures, costs and duration; | |
| • | our knowledge of the circumstances surrounding the claim; | |
| • | insurance policy provisions, including coverage, related to the claim; | |
| • | jurisdiction of the occurrence; and | |
| • | other benefits defined by applicable statute. |
The case incurred amount can vary due to uncertainties with respect to medical treatment and outcome, length and degree of disability, employment availability and wage levels and judicial determinations. As changes occur, the case incurred amount is adjusted. The initial estimate of the case incurred amount can vary significantly from the amount ultimately paid, especially in circumstances
64
involving severe injuries with comprehensive medical treatment. Changes in case incurred amounts, or case development, is an important component of our historical claim data.
In addition to case reserves, we establish reserves on an aggregate basis for loss and DCC expenses that have been incurred but not reported, or IBNR. Our IBNR reserves are also intended to provide for aggregate changes in the client's operations or payroll. In return, the Company agrees to
assume statutorily imposed obligations of the client-employer to provide
workers' compensation benefits to its employees. The premium for these policies
varies depending upon the type of work performed by each employee and the
general business of the insured. An employer large enough to qualify, typically
those paying more than $5,000 in annual premium, will have its premium based on
its loss experience relative to its peers as determined over a three-year
period. This loss experience is adjusted by the type of business and associated
risks. A client who desires to assume a certain amount of financial risk may
elect a deductible which makes the client responsible for the first portion of
any claim. In exchange for the deductible election, the employer receives a
premium reduction. The Company also offers several loss sensitive plans
(retrospective rating plans and dividend plans) which determine the final
premium paid for the current policy period based on the insured's losses during
that same period.
TPA and Claims Adjustment Services. The Company has historically provided
both independent claims adjusting services and third party administration
("TPA") services in Louisiana and Texas. These services include independent
adjusting in multiple lines of coverage. Additionally, the Company provides
third-party administration services. Current plans involve the expansion of
existing servicescase incurred amounts as well as the deliveryunpaid cost of workers' compensationrecently reported claims for which an initial case reserve has not been established.
The third component of our reserves for loss and employee
benefits, third-party administration, provider networks, medicalloss adjustment expenses is our adjusting and other reserve, or AO reserve. Our AO reserve is established for the costs of future unallocated loss adjustment expenses for all known and unknown claims. Our AO reserve covers primarily the estimated cost of administering claims. The final component of our reserves for loss and loss adjustment expenses is the reserve for mandatory pooling arrangements.
In establishing reserves, we rely on the analysis of our more than 135,000 claims in our 19-year history. Using statistical analyses and actuarial methods, we estimate reserves based on historical patterns of case management, medical billdevelopment, payment patterns, mix of business, premium rates charged, case reserving adequacy, operational changes, adjustment philosophy and severity and duration trends.
We review loss prevention programs, occupational health
programs, risk management consulting, alternative dispute resolutionour reserves by industry and risk
financing consulting. The Company presently offers its servicesstate on a negotiated
fee-for-servicequarterly basis. Individual open claims are reviewed more frequently by our field case managers and adjustments to case incurred amounts are made based on expected outcomes. The number of claims reported or occurring during a period, combined with a calculation of average case incurred amounts, and measured over time, provide the foundation for our reserve estimates. In establishing our reserve estimates, we use historical trends in claim reporting timeliness, frequency of claims in relation to earned premium or covered payroll, premium rate levels charged and case development patterns. However, the number of variables and judgments involved in establishing reserve estimates, combined with some random variation in loss development patterns, results in uncertainty regarding projected ultimate losses. As a result, our ultimate liability for loss and loss adjustment expenses may be more or less than our reserve estimate.
Our analysis of our historical data provides the factors we use in our statistical and actuarial analysis in estimating our loss and DCC expense reserve. These servicesfactors are typically rendered to self-insured
businesses,primarily measures over time of claims reported, average case incurred amounts, case development, duration, severity and payment patterns. However, these factors cannot be directly used as these factors do not take into consideration changes in business mix, claims management, regulatory issues, medical trends, employment and wage patterns and other insurance companies, trade associationssubjective factors. We use this combination of factors and governmental
entities.
Other Products. In addition to providing workers' compensation products and
services,subjective assumptions in the Company presently offers certain of its workers' compensation
clients general liability coverage. In addition, oneuse of the Company's
subsidiaries has traditionally provided automobile liabilityfollowing six actuarial methodologies:
| • | Paid Development Method — uses historical, cumulative paid losses by accident year and develops those actual losses to estimated ultimate losses based upon the assumption that each accident year will develop to estimated ultimate cost in a manner that is analogous to prior years. | |
| • | Paid Cape Cod Method — multiplies estimated ultimate claims for each accident year by a weighted average, trended severity. The estimated ultimate claims used in this method are based on paid claim count development. The selected severity for a given accident year is then derived by giving some weight to all of the accident years in the experience history rather than treating each accident year independently. | |
| • | Paid Bornhuetter-Ferguson (“BF”) Method — a combination of the Paid Development Method and the Paid Cape Cod Method, the Paid BF Method estimates ultimate losses by adding actual paid losses and projected, future unpaid losses. The amounts produced are then added to cumulative paid losses to produce the final estimates of ultimate incurred losses. | |
| • | Incurred Development Method — uses historical, cumulative incurred losses by accident year and develops those actual losses to estimated ultimate losses based upon the assumption that |
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| each accident year will develop to estimated ultimate cost in a manner that is analogous to prior years. | ||
| • | Incurred Cape Cod Method — multiplies estimated ultimate claims for each accident year by a weighted average, trended severity. The estimated ultimate claims used in this method are based on incurred claim count development. The selected severity for a given accident year is then derived by giving some weight to all of the accident years in the experience history rather than treating each accident year independently. | |
| • | Incurred Bornhuetter-Ferguson Method — a combination of the Incurred Development Method and the Incurred Cape Cod Method, the Incurred BF Method estimates ultimate losses by adding actual incurred losses and projected, future unreported losses. The amounts produced are then added to cumulative incurred losses to produce an estimate of ultimate incurred losses. |
For each method, we calculate the amount of our total loss and property
insurance coverage in two states. The Company also utilizes this subsidiaryDCC expenses that we estimate will ultimately be paid by our reinsurers, which is subtracted from our total gross reserve to file alternative workers' compensation rate structures in certain states in
order to permitproduce our total net reserve. We then analyze the Company to offer its workers' compensation productsresults and services to a
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broader range of potential clients. For the three months ended March 31, 1996,
general liability and automobile coverage respectively accounted for 3.2% and
2.6% of the Company's gross premiums earned. In 1995, general liability and
automobile coverage respectively accounted for 3.7% and 4.7% of the Company's
gross premiums earned.
CLIENTS
Since it began operations in 1986, the Company has marketed its workers'
compensation products and services to employers whose employees are engaged in
hazardous occupations, and as a result, pay substantially higher than average
workers' compensation rates. From 1986 through 1993, substantiallymay emphasize or deemphasize some or all of the Company's clients were employers engagedoutcomes to reflect our judgment of their reasonableness in relation to supplementary information and operational and industry changes. These outcomes are then aggregated to produce a single weighted average point estimate that is the logging industry. Beginningbase estimate for net loss and DCC expense reserves.
In determining the level of emphasis that may be placed on some or all of the methods, we review statistical information as to which methods are most appropriate, whether adjustments are appropriate within the particular methods, and if results produced by each method include inherent bias reflecting operational and industry changes. This supplementary information may include:
| • | open and closed claim counts; | |
| • | statistics related to open and closed claim count percentages; | |
| • | claim closure rates; | |
| • | changes in average case reserves and average loss and loss adjustment expenses incurred on open claims; | |
| • | reported and ultimate average case incurred changes; | |
| • | reported and projected ultimate loss ratios; and | |
| • | loss payment patterns. |
In establishing our AO reserves, we review our past adjustment expenses in 1994,relation to paid claims and estimated future costs based on expected claims activity and duration.
The sum of our net loss and DCC expense reserve, our AO reserve and our reserve for mandatory pooling arrangements is our total net reserve for loss and loss adjustment expenses.
As of June 30, 2005, our best estimate of our ultimate liability for loss and loss adjustment expenses, net of amounts recoverable from reinsurers, was $346.0 million, which includes $9.5 million in reserves for mandatory pooling arrangements as reported by the Company beganpool administrators. This estimate was derived from the process and methodology described above which relies on substantial judgment. There is inherent uncertainty in estimating our reserves for loss and loss adjustment expenses. It is possible that our actual loss and loss adjustment expenses incurred may vary significantly from our estimates.
As noted above, our reserve estimate is developed based upon our analysis of our historical data, and factors derived from that data, including claims reported, average claim amount incurred, case development, duration, severity and payment patterns, as well as subjective assumptions. We view our estimate of loss and DCC expenses as the most significant component of our reserve for loss and loss adjustment expenses.
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We prepared a sensitivity analysis of our net loss and DCC expense reserve as of June 30, 2005 by analyzing the effect of reasonably likely changes to expand its clientthe assumptions used in deriving our estimates. Since the base by employersestimate for our net loss and DCC expense reserve is derived from the outcomes of the six actuarial methodologies discussed above, the most significant assumption in other
hazardous occupation industries, such as general contracting, trucking,establishing our reserve is the adjustment of and oilemphasis on those methods that we believe are most appropriate.
Of the six actuarial methods we use, three are “incurred” methods and gas.three are “paid” methods. The selected development factors within each method are derived from our data and the design characteristics of the particular method. The six different methods each have inherent biases in their respective designs that are more or less predictive in their use. “Incurred” methods rely on historical development factors derived from changes in our incurred estimates of claims paid and reserve amounts over time, while “paid” methods focus on our claim payment patterns and ultimate paid costs. “Incurred” methods focus on the measurement of the adequacy of case reserves at points in time. As a result, if reserving practices change over time, the “incurred” methods may produce significant variation in the estimates of ultimate losses. “Paid” methods rely on actual claims payment patterns and therefore are not sensitive to changes in reserving practices.
The low end of the Company's expansion efforts, gross premiums earned
from these other industries increased from approximately $550,000 in 1994 to
approximately $16.9 million in 1995, accounting for approximately 1.1%range of our sensitivity analysis was derived by placing more emphasis (63%) on the outcomes generated by the three “paid” methods and 25.3%less emphasis (37%) on the outcomes generated by the three “incurred” methods. The high end of the Company's earned premiumsrange was derived by placing more emphasis (63%) on the outcomes generated by the three “incurred” methods and less emphasis (37%) on the outcomes generated by the three “paid” methods. We believe that changing the emphasis on the “incurred” and “paid” methods better reflects reasonably likely outcomes than adjusting selected development factors or other variables used within each method. We believe the results of this sensitivity analysis, which are summarized in 1994the table below, constitute a reasonable range of the expected outcomes of our reserve for net loss and 1995, respectively. Gross premiums
earnedDCC expenses.
| As of June 30, 2005 | ||||||||||||||||
| Mandatory | ||||||||||||||||
| Loss and | Pooling | |||||||||||||||
| DCC Expenses | AO | Arrangements | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| Low end of range | $ | 295,461 | $ | 15,773 | $ | 9,449 | $ | 320,683 | ||||||||
| Net reserve | 320,802 | 15,773 | 9,449 | 346,024 | ||||||||||||
| High end of range | 338,585 | 15,773 | 9,449 | 363,807 | ||||||||||||
The resulting range derived from this sensitivity analysis would have increased net reserves by $17.8 million or decreased net reserves by $25.3 million, at June 30, 2005. The increase would have reduced net income and stockholders’ equity by $11.6 million. The decrease would have increased net income and stockholders’ equity by $16.5 million. A change in our net loss and DCC expense reserve would not have an immediate impact on our liquidity, but would affect cash flow in future periods as the losses are paid.
Given the numerous factors and assumptions used in our estimate of reserves, and consequently this sensitivity analysis, we do not believe that it would be meaningful to provide more detailed disclosure regarding specific factors and assumptions and the individual effects of these other industriesfactors and assumptions on our net reserves. Furthermore, there is no precise method for subsequently evaluating the impact of any specific factor or assumption on the adequacy of reserves, because the eventual deficiency or redundancy is affected by multiple interdependent factors.
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| Reconciliation of Loss Reserves |
The table below shows the reconciliation of loss reserves on a gross and net basis for the periodyears ended MarchDecember 31, 1996 were
approximately $6.32003 and 2004 and the six months ended June 30, 2005, reflecting changes in losses incurred and paid losses.
| Year Ended December 31, | Six Months Ended | |||||||||||||
| 2003 | 2004 | June 30, 2005 | ||||||||||||
| (In thousands) | ||||||||||||||
| Balance, beginning of period | $ | 346,542 | $ | 377,559 | $ | 432,880 | ||||||||
| Less amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses | 193,634 | 194,558 | 189,624 | |||||||||||
| Net balance, beginning of period | 152,908 | 183,001 | 243,256 | |||||||||||
| Add incurred related to: | ||||||||||||||
| Current year | 126,977 | 160,773 | 88,554 | |||||||||||
| Prior years | 2,273 | 13,413 | 8,682 | |||||||||||
| Loss on Converium commutation | — | — | 13,200 | |||||||||||
| Total incurred | 129,250 | 174,186 | 110,436 | |||||||||||
| Less paid related to: | ||||||||||||||
| Current year | 32,649 | 40,312 | 11,301 | |||||||||||
| Prior years | 66,508 | 73,619 | 52,467 | |||||||||||
| Total paid | 99,157 | 113,931 | 63,768 | |||||||||||
| Add effect of Converium commutation | — | — | 56,100 | |||||||||||
| Net balance, end of period | 183,001 | 243,256 | 346,024 | |||||||||||
| Add amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses | 194,558 | 189,624 | 111,803 | |||||||||||
| Balance, end of period | $ | 377,559 | $ | 432,880 | $ | 457,827 | ||||||||
Our gross reserves for loss and loss adjustment expenses of $457.8 million accounting for approximately 36.9%as of the Company's
earned premiums.
Because the Company focuses on potential clients in selected industries, it
believes it has developed expertise in assessing not only the risks associated
with those industries, but also the operating practicesJune 30, 2005 are expected to cover all unpaid loss and loss adjustment expenses related to open claims as of individual employers.
A substantial majority of the Company's safety professionals and claims
representatives have educational backgrounds and/or prior work experience in
safety-related fields or in the businesses in which the Company's clients
operate. The Company believes that this knowledge of its clients' businesses
provides it with the ability to better evaluate the profit opportunities of
providing its managed results services. In addition, the Company's employees
evaluate the employer's attitude toward maintaining and improving workplace
safetydate, as well as IBNR reserves, which represented 15.0% of our gross reserves on that date. As of June 30, 2005, we had 5,596 open claims, with an average of $81,813 in unpaid loss and loss adjustment expenses per open claim. During the employer's willingness to partner with the Company in its
managed results approach to providing solutions to the employer's workers'
compensation needs.
The Company provided workers' compensation services and products to
approximately 2,900 employers as of March 31, 1996. For the threesix months ended MarchJune 30, 2005, 3,278 new claims were reported, and 3,366 claims were closed.
As of December 31, 1996, approximately 7.7%2004, our gross reserves for loss and loss adjustment expenses were $432.9 million, of the Company'swhich our IBNR reserves represented 17.2% of our gross premiums earned were
derivedreserves on that date. The increase in our reserves from state residual market programsDecember 31, 2004 to June 30, 2005 was due to our premium growth during this time period, which was offset by an increase in paid loss and clients assignedloss adjustment expenses related to the Company
through assigned risk pools. See "-- Regulation -- Participation in State
Residual Market Programs" below. The average client, excluding clients in
assigned-risk pools, hasprior accident years. As of December 31, 2004, we had 5,684 open claims, with an average annual premium of approximately $30,000.$76,158 in unpaid loss and loss adjustment expenses per open claim. During the year ended December 31, 1995, the Company's ten largest clients
accounted for approximately 5.1% of its premiums in force. Approximately 90.0%
of the policies scheduled to expire in 19952004, 7,015 claims were renewed by the Company's
clients, while approximately 84.0% of the policies scheduled to expire in 1994reported and 7,086 claims were renewed by the Company's clients.
SALES AND MARKETINGclosed.
As of MarchDecember 31, 1996, the Company's workers' compensation products2003, our gross reserves for loss and servicesloss adjustment expenses were sold both through 20 direct agents employed by the Company$377.6 million, of which our IBNR reserves represented 13.4% of our gross reserves on that date. The increase in our reserves from December 31, 2003 to December 31, 2004 was due to our premium growth during this time period and 188
independent agents. Most of the Company's direct agents either have degreesan increase in forestry or have worked extensivelyour reserves for prior accident years from $2.3 million in the forestry industry. Similar2003 to $13.4 million in 2004. The increase for prior accident years related primarily to the Company's safety professionals2002 accident year, which increased by $9.4 million as a result of claim settlements in excess of our
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established case reserves and increased estimates in our reserves for that accident year. As of December 31, 2003, we had 5,755 open claims, representatives, direct agents livewith an average of $65,605 in their assigned territories throughout the United States. The Company's direct
agents receive competitive salaries, commissionsunpaid loss and a bonus based on the
profitability to the Company of their assigned client-employers. Although most
of the Company's products and services are sold through direct agents,
independent agents are also utilized in some areas, and are selected based upon
their proven expertise in industries targeted by the Company.
Forloss adjustment expenses per open claim. During the year ended December 31, 19952003, 6,433 new claims were reported and 7,566 claims were closed.
Loss Development
The table below shows the net loss development for business written each year from 1994 through 2004. The table reflects the changes in our loss and loss adjustment expense reserves in subsequent years from the prior loss estimates based on experience as of the end of each succeeding year on a GAAP basis.
The first line of the table shows, for the threeyears indicated, our liability including the incurred but not reported loss and loss adjustment expenses as originally estimated, net of amounts recoverable from reinsurers. For example, as of December 31, 1996, it was estimated that $44.0 million would be sufficient to settle all claims not already settled that had occurred on or prior to December 31, 1996, whether reported or unreported. The next section of the table sets forth the re-estimates in later years of incurred losses, including payments, for the years indicated. The next section of the table shows, by year, the cumulative amounts of loss and loss adjustment expense payments, net of amounts recoverable from reinsurers, as of the end of each succeeding year. For example, with respect to the net loss reserves of $44.0 million as of December 31, 1996, by December 31, 2004 (eight years later) $36.4 million had actually been paid in settlement of the claims that relate to liabilities as of December 31, 1996.
The “cumulative redundancy/(deficiency)” represents, as of December 31, 2004, the difference between the latest re-estimated liability and the amounts as originally estimated. A redundancy means that the original estimate was higher than the current estimate. A deficiency means that the current estimate is higher than the original estimate.
Analysis of Loss and Loss Adjustment Expense Reserve Development
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 1994 | 1995 | 1996 | 1997 | 1998 | 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||
| Reserve for loss and loss adjustment expenses, net of reinsurance recoverables | $ | 31,243 | $ | 43,299 | $ | 43,952 | $ | 55,096 | $ | 43,625 | $ | 72,599 | $ | 86,192 | $ | 119,020 | $ | 152,908 | $ | 183,001 | $ | 243,256 | ||||||||||||||||||||||
| Net reserve estimated as of: | ||||||||||||||||||||||||||||||||||||||||||||
| One year later | 28,101 | 36,613 | 35,447 | 54,036 | 49,098 | 75,588 | 96,801 | 123,413 | 155,683 | 196,955 | ||||||||||||||||||||||||||||||||||
| Two years later | 23,757 | 39,332 | 34,082 | 60,800 | 50,764 | 82,633 | 98,871 | 116,291 | 168,410 | |||||||||||||||||||||||||||||||||||
| Three years later | 21,026 | 28,439 | 34,252 | 63,583 | 57,750 | 86,336 | 92,740 | 119,814 | ||||||||||||||||||||||||||||||||||||
| Four years later | 20,510 | 28,700 | 35,193 | 68,754 | 59,800 | 86,829 | 93,328 | |||||||||||||||||||||||||||||||||||||
| Five years later | 20,992 | 29,647 | 38,318 | 69,610 | 60,074 | 87,088 | ||||||||||||||||||||||||||||||||||||||
| Six years later | 21,808 | 31,524 | 38,339 | 70,865 | 61,297 | |||||||||||||||||||||||||||||||||||||||
| Seven years later | 22,518 | 31,185 | 39,459 | 70,684 | ||||||||||||||||||||||||||||||||||||||||
| Eight years later | 22,277 | 32,161 | 38,888 | |||||||||||||||||||||||||||||||||||||||||
| Nine years later | 23,020 | 31,627 | ||||||||||||||||||||||||||||||||||||||||||
| Ten years later | 22,413 | |||||||||||||||||||||||||||||||||||||||||||
| Net cumulative redundancy (deficiency) | $ | 8,830 | $ | 11,672 | $ | 5,064 | $ | (15,588 | ) | $ | (17,672 | ) | $ | (14,489 | ) | $ | (7,136 | ) | $ | (794 | ) | $ | (15,502 | ) | $ | (13,954 | ) | |||||||||||||||||
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| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 1994 | 1995 | 1996 | 1997 | 1998 | 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||
| Cumulative amount of reserve paid, net of reserve recoveries, through: | ||||||||||||||||||||||||||||||||||||||||||||
| One year later | 10,646 | 17,716 | 19,143 | 35,005 | 26,140 | 45,095 | 51,470 | 51,114 | 66,545 | 73,783 | ||||||||||||||||||||||||||||||||||
| Two years later | 16,911 | 23,158 | 27,843 | 46,735 | 37,835 | 62,141 | 62,969 | 71,582 | 101,907 | |||||||||||||||||||||||||||||||||||
| Three years later | 18,567 | 26,058 | 30,766 | 54,969 | 45,404 | 67,267 | 70,036 | 84,341 | ||||||||||||||||||||||||||||||||||||
| Four years later | 19,674 | 27,039 | 32,576 | 60,249 | 48,184 | 70,894 | 73,680 | |||||||||||||||||||||||||||||||||||||
| Five years later | 20,008 | 28,007 | 34,765 | 62,361 | 50,045 | 72,744 | ||||||||||||||||||||||||||||||||||||||
| Six years later | 20,626 | 29,394 | 35,313 | 64,296 | �� | 50,831 | ||||||||||||||||||||||||||||||||||||||
| Seven years later | 21,526 | 29,603 | 36,367 | 64,659 | ||||||||||||||||||||||||||||||||||||||||
| Eight years later | 21,555 | 30,331 | 36,379 | |||||||||||||||||||||||||||||||||||||||||
| Nine years later | 22,162 | 30,242 | ||||||||||||||||||||||||||||||||||||||||||
| Ten years later | 21,774 | |||||||||||||||||||||||||||||||||||||||||||
| Net reserve— December 31 | $ | 31,243 | $ | 43,299 | $ | 43,952 | $ | 55,096 | $ | 43,625 | $ | 72,599 | $ | 86,192 | $ | 119,020 | $ | 152,908 | $ | 183,001 | $ | 243,256 | ||||||||||||||||||||||
| Reinsurance recoverables | 9,699 | 12,127 | 9,525 | 12,463 | 37,086 | 183,818 | 293,632 | 264,013 | 193,634 | 194,558 | 189,624 | |||||||||||||||||||||||||||||||||
| Gross reserve— December 31 | $ | 40,942 | $ | 55,426 | $ | 53,477 | $ | 67,559 | $ | 80,711 | $ | 256,417 | $ | 379,824 | $ | 383,033 | $ | 346,542 | $ | 377,559 | $ | 432,880 | ||||||||||||||||||||||
| Net re-estimated reserve | $ | 22,413 | $ | 31,627 | $ | 38,888 | $ | 70,684 | $ | 61,297 | $ | 87,088 | $ | 93,328 | $ | 119,814 | $ | 168,410 | $ | 196,955 | ||||||||||||||||||||||||
| Re-estimated reinsurance recoverables | 9,641 | 17,679 | 27,504 | 35,763 | 124,943 | 282,006 | 384,482 | 347,107 | 270,576 | 221,959 | ||||||||||||||||||||||||||||||||||
| Gross re-estimated reserve | $ | 32,054 | $ | 49,306 | $ | 66,392 | $ | 106,447 | $ | 186,240 | $ | 369,094 | $ | 477,810 | $ | 466,921 | $ | 438,986 | $ | 418,914 | ||||||||||||||||||||||||
| Gross cumulative redundancy (deficiency) | $ | 8,888 | $ | 6,120 | $ | (12,915 | ) | $ | (38,888 | ) | $ | (105,529 | ) | $ | (112,677 | ) | $ | (97,986 | ) | $ | (83,888 | ) | $ | (92,444 | ) | $ | (41,355 | ) | ||||||||||||||||
Our net cumulative redundancy (deficiency) set forth in the table above is net of amounts recoverable from our reinsurers, including Reliance Insurance Company, one of our former reinsurers. In 2001, Reliance was placed under regulatory supervision by the Pennsylvania Insurance Department and was subsequently placed into liquidation. As a result, we recognized losses related to uncollectible amounts due from Reliance of $17.0 million in 2001, $2.0 million in 2002 and $1.3 million in 2003.
Investments
We derive net investment income from our invested assets. As of June 30, 2005, the amortized cost of our investment portfolio was $421.2 million and the fair value of the portfolio was $422.4 million.
Our investment strategy is to maximize after tax income and total return on invested assets while maintaining high quality and low risk investments within the portfolio. Our investment portfolio is managed by Hibernia Asset Management, LLC, a registered investment advisory firm and a wholly owned subsidiary of Hibernia National Bank. We pay Hibernia an investment management fee based on the market value of assets under management. The investment committee of our board of directors has established investment guidelines and periodically reviews portfolio performance for compliance with our guidelines.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Investments” for further information on the composition and results of our investment portfolio.
The table below shows the carrying values of various categories of securities held in our investment portfolio, the percentage of the total carrying value of our investment portfolio represented by each
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category and the annualized tax-equivalent yield for the six months ended March
31, 1996, independent agents accounted for approximately 39.1% and 47.8%,
respectively,June 30, 2005 based on the carrying value of each category as of June 30, 2005:
| Annualized | ||||||||||||||
| Percentage | Tax-Equivalent | |||||||||||||
| Carrying Value | of Portfolio | Yield | ||||||||||||
| (In thousands) | ||||||||||||||
| Fixed maturity securities: | ||||||||||||||
| State and political subdivisions | 191,321 | 45.1% | 4.9 | % | ||||||||||
| Mortgage-backed securities | 83,800 | 19.8% | 4.7 | % | ||||||||||
| U.S. Treasury securities and obligations of U.S. Government agencies | 47,645 | 11.2% | 3.8 | % | ||||||||||
| Corporate bonds | 22,614 | 5.3% | 4.7 | % | ||||||||||
| Asset-backed securities | 2,260 | 0.5% | 4.2 | % | ||||||||||
| Redeemable preferred stocks | 1,720 | 0.4% | 5.9 | % | ||||||||||
| Total fixed maturity securities | 349,360 | 82.4% | ||||||||||||
| Equity securities: | ||||||||||||||
| Common stocks | 43,745 | 10.3% | 2.3 | % | ||||||||||
| Nonredeemable preferred stocks | 3,628 | 0.9% | 7.0 | % | ||||||||||
| Total equity securities | 47,373 | 11.2% | ||||||||||||
| Total investments, excluding cash and cash equivalents | 396,733 | 93.5% | ||||||||||||
| Cash and cash equivalents | 27,462 | 6.5% | 2.7 | % | ||||||||||
| Total investments, including cash and cash equivalents | $ | 424,195 | 100.0% | |||||||||||
As of June 30, 2005, our fixed maturity securities had a carrying value of $349.4 million, which represented 82.4% of the Company's gross premiums earned. No independent agent
accounted for more than 5.0%carrying value of our investments, including cash and cash equivalents. The table below summarizes the credit quality of our fixed maturity securities as of June 30, 2005, as rated by Standard and Poor’s.
| Percentage | |||||
| of Total | |||||
| Credit Rating | Carrying Value | ||||
| “AAA” | 87.3 | % | |||
| “AA” | 6.6 | ||||
| “A” | 3.4 | ||||
| “BBB” | 2.7 | ||||
| Total | 100.0 | % | |||
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The table below shows the composition of our fixed maturity securities by remaining time to maturity as of June 30, 2005. For securities that are redeemable at the option of the Company's gross premiums earned in either
period. In Mississippi,issuer and have a carrying value that is greater than par value, the Company has a contract with an independent general
agent who, in turn, has contractual arrangements with approximately 150
additional independent agents inmaturity used for the table below is the earliest redemption date. For securities that state. Forare redeemable at the three months ended March
31, 1996, approximately 2.3%option of the Company's earned premiums were generated by
32
34
independent agents retained by this general agent. Althoughissuer and have a carrying value that is less than par value, the Company expects
this contract to continuematurity used for the foreseeable future,table below is the loss of this general
agent contract would require the Companyfinal maturity date.
| As of June 30, 2005 | |||||||||
| Remaining Time to Maturity | Carrying Value | Percentage | |||||||
| (In thousands) | |||||||||
| Less than one year | $ | 7,783 | 2.2% | ||||||
| One to five years | 151,282 | 43.3% | |||||||
| Five to ten years | 86,079 | 24.6% | |||||||
| More than ten years | 16,436 | 4.7% | |||||||
| Mortgage-backed securities | 83,800 | 24.0% | |||||||
| Asset-backed securities | 2,260 | 0.6% | |||||||
| Redeemable preferred stocks | 1,720 | 0.5% | |||||||
| Total | $ | 349,360 | 100.0% | ||||||
Reinsurance
We purchase reinsurance to enter intoreduce our net liability on individual risks and claims and to protect against catastrophic losses. Reinsurance involves an arrangement with
another general agentinsurance company transferring to, or enter into arrangements with individual independent
agents in Mississippi.
A.M. BEST RATING
The Company is currently assignedceding, a group letter rating of "A" (Excellent)
from A.M. Best Company, Inc. ("A.M. Best"), the leading national insurance
rating agency. The Company was awarded an "A-" rating in 1991, its first year of
eligibility. The rating was raised to "A" in 1993. A.M. Best ratings are based
on a comparative analysis of the financial condition and operating performance
of insurance companies as determined by their publicly available reports and
meetings with the entities' officers. A.M. Best's ratings are based on factors
of concern to insureds and are not directed toward the protection of investors.
Furthermore, A.M. Best ratings are not ratings of any of the Company's
securities nor are such ratings a warranty of the Company's current or future
ability to meet its contractual obligations. A.M. Best ratings include Secure
Ratings, which consist of Superior (A++, A+), Excellent (A, A-) and Very Good
(B++, B+). A.M. Best also provides Vulnerable Ratings, which range from Adequate
(B, B-) to In Liquidation (F). The Company believes that its current A.M. Best
rating provides it with a competitive advantage over certain competitors because
certain potential clients will not purchase coverage from unrated or lower rated
companies and certain independent insurance agencies will not place coverage
with such companies. The Company presently intends to expand its business
through internal growth and acquisitions. However, while there can be no
assurances, the Company plans to manage its growth in a manner intended to
maintain its "A" (Excellent) rating. See "-- Strategy -- Pursue Growth
Opportunities" above.
REINSURANCE
Through reinsurance, the Company is able to transfer certain of the
financial risks of severe and catastrophic injury suffered by a client's
employee. The Company's reinsurance program includes a number of reinsurance
carriers, all of which have A.M. Best ratings of "A-" or better. The Company has
in effect specific "excess of loss" reinsurance agreements under which it pays
its reinsurers a percentage of gross premiums earned and whereby the reinsurers
agree to assume their allocated portion of the risks relating to claims over
$200,000exposure on a per occurrence basis uprisk to their limita reinsurer. The reinsurer assumes the exposure in return for a portion of liability.our premium. The Company carries multiplecost and limits of reinsurance agreements, each with a specific
limitwe purchase can vary from year to year based upon the availability of liabilityquality reinsurance at an acceptable price and our desired level of retention. Retention refers to the amount of risk that in the aggregate, provide protectionwe retain for each claims
occurrence up to $50,000,000our own account. Under excess of loss reinsurance, covered losses in excess of the Company's retention of $200,000.
As a resultlevel up to the limit of the Company's increased capitalization followingprogram are paid by the Offering,reinsurer. Our excess of loss reinsurance is written in layers, in which our reinsurers accept a band of coverage up to a specified amount. Any liability exceeding the Company intendslimit of the program reverts to increase its retentionus as the ceding company. Reinsurance does not legally discharge us from primary liability for the full amount due under these agreements upon their
renewal in July 1997. Exclusions relativeour policies. However, our reinsurers are obligated to indemnify us to the Company's managed workers'
compensation productsextent of the coverage provided in our reinsurance agreements.
We believe reinsurance is critical to our business. Our reinsurance purchasing strategy is to protect against unforeseen and/or catastrophic loss activity that would adversely impact our income and servicescapital base. We only select financially strong reinsurers with an A.M. Best rating of “A-” (Excellent) or better at the time we enter into a reinsurance contract. In addition, to minimize our exposure to significant losses from reinsurer insolvencies, we evaluate the financial condition of our reinsurers and monitor concentrations of credit risk. We do not purchase finite reinsurance.
2005 Excess of Loss Reinsurance Treaty Program
Effective January 1, 2005, we entered into a new excess of loss reinsurance treaty program related to our voluntary and assigned risk business that applies to losses incurred between January 1, 2005 and the date on which our reinsurance agreements are generallyterminated. Our reinsurance treaty program provides us with reinsurance coverage for each loss occurrence up to $30.0 million, subject to applicable deductibles and retentions. However, for any loss occurrence involving only one person, our reinsurance coverage is limited to occupational disease
exposures sucha maximum of $10.0 million, subject to applicable deductibles and retentions. We currently have ten reinsurers participating in our 2005 reinsurance treaty program. Under certain circumstances, including a downgrade of a reinsurer’s A.M. Best rating to “B++” (Very Good) or below, our reinsurers may be required to provide us with security for amounts due under the terms of our reinsurance program. This security may take the form of, among other things, cash advances or the
72
issuance of a letter of credit to us. If security is required because of a ratings downgrade, the form of security must be mutually agreed between the reinsurer and us.
Our reinsurance treaty program provides coverage in the following four layers:
| • | First Layer. Affords coverage for the first $5.0 million of each loss occurrence. We retain the first $1.0 million of each loss and are subject to an annual aggregate deductible of approximately $5.6 million for losses between $1.0 million and $5.0 million before our reinsurers are obligated to reimburse us. The annual aggregate deductible is calculated as a percentage of net premiums earned. After the deductible is satisfied, we retain 10.0% of each loss between $1.0 million and $5.0 million. This layer also affords coverage for up to an aggregate of $4.0 million for certain losses caused by terrorism. In addition, with respect to our employers liability and general liability insurance policies, this layer requires that we obtain additional reinsurance to limit our ultimate net loss for each loss occurrence to $2.0 million. | |
| • | Second Layer. Affords coverage up to $5.0 million for each loss occurrence in excess of $5.0 million. The aggregate limit for all claims under this layer is $10.0 million. | |
| • | Third Layer. Affords coverage up to $10.0 million for each loss occurrence in excess of $10.0 million, with a limit of $5.0 million for any one person. The aggregate limit for all claims under this layer is $20.0 million. | |
| • | Fourth Layer. Affords coverage up to $10.0 million for each loss occurrence in excess of $20.0 million, with a limit of $5.0 million for any one person. The aggregate limit for all claims under this layer is $20.0 million. |
The agreements under our 2005 reinsurance treaty program may be terminated by us or our reinsurers upon 90 days prior notice on any December 31. In addition, we may terminate the participation of one or more of our reinsurers under certain circumstances as asbestosis, silicosis, brown lungpermitted by the terms of our reinsurance agreements.
The table below sets forth the reinsurers participating in our 2005 reinsurance program:
| A.M. Best | ||||
| Reinsurer | Rating | |||
| Amlin Underwriting | A | |||
| Aspen Insurance UK | A | |||
| Brit Syndicates | A | |||
| Chubb Re/ Federal Insurance Company | A++ | |||
| Hannover Re | A | |||
| IOA Re/ Catlin Insurance Company | A | |||
| Liberty Syndicate | A | |||
| M.J. Harrington | A | |||
| Partner Reinsurance Company | A+ | |||
| Platinum Underwriters Reinsurance | A | |||
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Due to the nature of reinsurance, we have receivables from reinsurers that apply to accident years prior to 2005. The table below summarizes our amounts recoverable from reinsurers as of June 30, 2005.
| A.M. Best | Amount Recoverable | ||||||||
| Reinsurer | Rating | as of June 30, 2005 | |||||||
| (In thousands) | |||||||||
| Converium Reinsurance (North America) | B- | $ | 66,261 | ||||||
| American Reinsurance Company | A | 24,568 | |||||||
| Odyssey America Reinsurance Company | A | 22,533 | |||||||
| St. Paul Fire and Marine Insurance Company | A+ | 13,043 | |||||||
| Clearwater Insurance Company | A | 11,212 | |||||||
| SCOR Reinsurance Company | B++ | 8,457 | |||||||
| Hannover Re(1) | A | 3,792 | |||||||
| Aspen Insurance UK | A | 2,675 | |||||||
| American National Insurance Company | A+ | 2,662 | |||||||
| Connecticut General Life Insurance Company | A- | 2,441 | |||||||
| Other (26 reinsurers) | — | 16,912 | |||||||
| Total | $ | 174,556 | |||||||
| (1) | Current participant in our 2005 reinsurance program. |
We entered into reinsurance agreements with Converium in connection with our 1999 and black lung.2000 reinsurance treaty programs. Effective June 30, 2005, we entered into a commutation agreement with Converium under which we received a cash payment of $61.3 million in exchange for a termination and release of three of our five reinsurance agreements with Converium. The Company
reviews each prospective client-employercash settlement, which was paid in the third quarter of 2005, included $5.2 million related to assesspaid loss and loss adjustment expenses. After giving effect to the potential exposure$61.3 million cash payment and a $1.3 million expense reimbursement we paid to these typesConverium in the third quarter of excluded diseases before2005, our amount recoverable from Converium at June 30, 2005, would have been $6.3 million. The remaining two reinsurance agreements relate to both the Company's products1999 and services are
offered.
INFORMATION TECHNOLOGY AND COMMUNICATIONS SYSTEMS2000 treaty programs, which included run-off provisions and therefore covered losses in the 2001 accident year under policies written in 2000 that expired in 2001. For further discussion of the commutation agreement with Converium, see Note 2 and Note 4 to our unaudited interim financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources.”
| Terrorism Reinsurance |
The Company usesTerrorism Risk Insurance Act is effective for the period from November 26, 2002 until December 31, 2005. The Terrorism Risk Insurance Act may provide us with reinsurance coverage under certain circumstances and subject to certain limitations. The Secretary of the U.S. Department of the Treasury must certify an act for it to constitute an act of terrorism. The definition of terrorism excludes domestic acts of terrorism or acts of terrorism committed in the course of a war declared by Congress. Losses arising from an act of terrorism must exceed $5.0 billion to qualify for reimbursement. If an event is certified, the federal government will reimburse losses not to exceed $100.0 billion in any year. Each insurance company is responsible for a deductible based on a percentage of direct earned premiums in the previous calendar year. For losses in excess of the deductible, the federal government will reimburse 90% of the insurer’s loss, up to the insurer’s proportionate share of the $100.0 billion. The Terrorism Risk Insurance Act is set to expire on December 31, 2005, and the U.S. Department of the Treasury has recommended that Congress not extend the law in its proprietarycurrent form. If this law is not extended or is extended in a scaled-back form, which is the current proposal by the U.S. Department of
74
the Treasury, reinsurance for losses arising from terrorism may be unavailable or prohibitively expensive, and we may be further exposed to losses arising from acts of terrorism. See “— Regulation— Federal and State Legislative and Regulatory Changes.”
Technology
We use our internally developed and other management information systems as an integral part of itsour operations and makesmake a substantial ongoing investment in improving itsour systems. The Company believes that the services it provides to
its clients and their employees are enhanced by integrating its information
systems to utilize more effectively the information it obtains in its
underwriting processes in conjunction with information regarding claims, billing
and claims management.
The Company's direct agents,We provide our field premium auditors, field safety professionals and claims
representatives are providedfield case managers with laptop computerscomputer and other communication equipment in order to more timely and efficiently complete the underwriting process,process. This technology also helps to facilitate communication and to report and monitor claims. For
example,All of our systems development and infrastructure operation and maintenance is performed by our 34 information technology professionals, with limited assistance from outside vendors.
| Core Systems |
ICAMS. Our internally developed Insurance Claims and Accounting Management System, or ICAMS, is an application designed to support our workers’ compensation insurance business. ICAMS provides comprehensive rating, analysis, quotation, audit, claims, policy issuance and policy-level accounting transaction processes. By combining the Company'sinformation we obtain in our underwriting process with information on claims billing and claims management, we are able to enhance our services to our policyholders.
RealSafe. RealSafe is an internally developed application that supports our field safety professionals, haveas well as safety, claims and underwriting departments in our home office, by providing risk assessment and reporting of information to support safety and loss control initiatives.
Document Management System. Our document management system is a purchased application currently being used by our underwriting, audit, finance and treasury departments to scan, index and store imaged documents to facilitate the abilitymovement of work items from one authority level to prepare survey
reportsthe next. The system will ultimately include all departments. The system allows departmental management to closely monitor and modify employee workloads as needed.
Freedom Enterprise. FFS-Enterprise is a Fiserv product that functions as our general ledger and accounts payable systems using an MS SQL database platform. We also use Fiserv companion products for report writing, check printing and annual statement preparation. Transactions can be manually entered into Enterprise, interfaced via an ASCII file or copied and pasted from a spreadsheet application. Enterprise is currently set up to accept transaction detail by department, cost center, line of business and state. Enterprise also offers the capability of batch processing, which enables off-peak hour work.
Visual Audit. Visual Audit is a purchased application used by our field premium auditors to input information necessary to complete an interim or final premium audit.
Information Warehouse. Information Warehouse is an internally developed SQL Server-based set of OLAP cubes, queries and processes that extracts operational data from ICAMS and other of our applications and transforms that data for porting to Freedom Enterprise andfnet.
fnet.fnet is an internally developed data analysis portal.fnetis populated by our Information Warehouse, and used throughout our company to generate key performance statistics.
| Operating Systems |
We use Microsoft Active Directory services to provide application access, domain authentication and network services. Our server hardware is predominately Compaq/ HP, but includes Dell servers as well. Our production servers are under manufacturer warranties.
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| Business Continuity/Disaster Recovery |
Our Storage Area Network solution provides us with continuous operations using mirrored servers and storage situated in two separate corporate buildings, with built-in failover capabilities to minimize business interruption. We utilize software from Veritas for backup and recovery purposes. Full system backups are performed nightly using one on-site and immediately assist
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potential clients withone off-site facility for tape storage.
Competition
The insurance industry, in general, is highly competitive and there is significant competition in the design of workplace safety programs by providing
examples of safety plans implemented by other employers in similar businesses.
COMPETITION
The market to provide managed care workers'workers’ compensation insurance industry. Competition in the insurance business is based on many factors, including coverage availability, claims management, safety services, payment terms, premium rates, policy terms, types of insurance offered, overall financial strength, financial ratings assigned by independent rating organizations, such as A.M. Best, and servicesreputation. Some of the insurers with which we compete have significantly greater financial, marketing and management resources and experience than we do. We may also compete with new market entrants in the future.
We believe the workers’ compensation market for the hazardous industries we target is highly competitive. The Company'sunderserved and competition is fragmented and not dominated by one or more competitors. Our competitors include among others,other insurance companies, specialized provider groups, in-house benefits
administrators,individual self insured companies, state insurance pools and other significant providers of health
care and insurance services. A number of the Company's current and potential
competitors are significantly larger, with greater financial and operating
resourcesself-insurance funds. More than those of the Company, and can offer their services nationwide.
After a period of absence from the market, traditional national350 insurance companies have recently re-entered the workers' compensation insurance market,
thereby increasing competition.
Competitive factorsparticipate in the workers'workers’ compensation market. The insurance fieldcompanies with which we compete vary state by state and by the industries we target.
We believe our competitive advantages include premium rates (in some states), levels ofour safety service and claims management practices, our A.M. Best ratings, levelsrating of capitalization, quality of managed care services, the ability to reduce loss
ratios“A-” (Excellent) and theour ability to reduce claims expense. The Company believes that its
products and services are competitively priced.through implementation of our work safety programs. In addition, the Company
believes itswe believe that our insurance is competitively priced and our premium rates are typically lower than those for clientspolicyholders assigned to the state-sponsored riskstate insurance pools, allowing the Companyus to provide a viable alternative for employerspolicyholders in suchthose pools. The Company also believes that its
level of service, its "A" (Excellent)
Ratings
Many insurance buyers and agencies use the ratings assigned by A.M. Best and other rating agencies to assist them in assessing the financial strength and overall quality of the companies from which they are considering purchasing insurance. We were assigned a rating of “A-” (Excellent) by A.M. Best. An “A-” rating is the fourth highest of 15 rating categories used by A.M. Best. In June 2005, A.M. Best placed our rating under review with negative implications, citing concerns about our risk adjusted capital, credit risk associated with amounts recoverable from our reinsurers and the somewhat limited financial flexibility of our holding company, AMERISAFE. As a result of our commutation with Converium Reinsurance (North America), one of our reinsurers, and the application of the proceeds from this offering, we expect that our under review status will be returned to stable and that A.M. Best will affirm our “A-” (Excellent) rating in late 2005.
In evaluating a company’s financial and operating performance, A.M. Best reviews the company’s profitability, indebtedness and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated fair value of its assets, the adequacy of its loss reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. This rating is intended to provide an independent opinion of an insurer’s ability to reduce
claimsmeet its obligations to policyholders and is not an evaluation directed at investors.
Employees
As of June 30, 2005, we had 462 full-time employees and one part-time employee. We have employment agreements with each of our executive officers, which are strong competitive factorsdescribed under “Management— Employment Agreements.” None of our employees is subject to collective bargaining agreements. We believe that have enabled itour employee relations are good.
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Properties
We own our 45,000 square foot executive offices located in DeRidder, Louisiana. In addition, we lease an additional 28,000 square feet of office space in DeRidder, Louisiana, pursuant to retain existing
clientsa lease agreement that requires annual lease payments of $250,000 and attract new clients. Competitive factors relating to the Company's
TPA products are primarily based upon pricing,expires on December 31, 2006. This lease agreement may be extended for three additional one-year periods, at our option. We also lease space at other locations for our service and reputation.
REGULATION
General. Managed health care programsclaims representative offices.
Legal Proceedings
In the ordinary course of our business, we are involved in the adjudication of claims resulting from workplace injuries. We are not involved in any legal or administrative claims that we believe are likely to have a materially adverse effect on our business, financial condition or results of operations.
Regulation
| Holding Company Regulation |
Nearly all states have enacted legislation that regulates insurance holding company systems. Each insurance company in a holding company system is required to register with the insurance supervisory agency of its state of domicile and furnish information concerning the operations of companies within the holding company system that may materially affect the operations, management or financial condition of the insurers within the system. Under these laws, the respective state insurance departments may examine us at any time, require disclosure of material transactions and require prior notice of or approval for certain transactions. All transactions within a holding company system affecting an insurer must have fair and reasonable terms and are subject to variousother standards and requirements established by law and regulation.
| Change of Control |
The insurance holding company laws and
regulations. Bothof nearly all states require advance approval by the nature and degreerespective state insurance departments of applicable government regulation vary
greatly depending uponany change of control of an insurer. “Control” is generally presumed to exist through the specific activities involved. Generally partiesdirect or indirect ownership of 10% or more of the voting securities of a domestic insurance company or any entity that actually provide or arrange for the provision of managed care workers'
compensation programs, assume financial risk relatedcontrols a domestic insurance company. In addition, insurance laws in many states contain provisions that require pre-notification to the provisioninsurance commissioners of a change of control of a non-domestic insurance company licensed in those programsstates. Any future transactions that would constitute a change of control of American Interstate, Silver Oak Casualty or undertake direct responsibility for making payment or payment
decisions for those services are subjectAmerican Interstate of Texas, including a change of control of AMERISAFE, would generally require the party acquiring control to a number of complex regulatory
schemes that govern many aspects of their conduct and operations. The managed
health care field is a rapidly expanding and changing industry; it is possible
thatobtain the applicable regulatory frameworks will expand to have an even greater
impact upon the conduct and operationprior approval of the Company's business.
The Company's businessdepartment of insurance in the state in which the insurance company being acquired is subject to state-by-state regulationincorporated and may require pre-notification in the states where pre-notification provisions have been adopted. Obtaining these approvals may result in the material delay of, workers'
compensation insuranceor deter, any such transaction.
These laws may discourage potential acquisition proposals and workers' compensation insurance management services.
Under the workers' compensation system, employer insurancemay delay, deter or self-funded
coverage is governed by individual lawsprevent a change of control of AMERISAFE, including through transactions, and in each of the fifty states and by
certain federal laws. Changes in individual state regulation of workers'
compensation or managed health care may create a greater or lesser demand forparticular unsolicited transactions, that some or all of the Company's services or may requireshareholders of AMERISAFE might consider to be desirable.
| State Insurance Regulation |
Insurance companies are subject to regulation and supervision by the Companydepartment of insurance in the state in which they are domiciled and, to develop new
or modified servicesa lesser extent, other states in orderwhich they conduct business. American Interstate and Silver Oak Casualty are primarily subject to meetregulation and supervision by the needsLouisiana Department of Insurance, Workers’ Compensation Commission and Insurance Rating Commission. American Interstate of Texas is primarily subject to regulation and supervision by the marketplaceTexas Department of Insurance and compete
effectively in that marketplace. Under Louisiana law, an insurance company may
not, withoutWorkers’ Compensation Commission. These
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state agencies have broad regulatory, approval, paysupervisory and administrative powers, including among other things, the power to its shareholders within a 12-month
period dividends or other distributionsgrant and revoke licenses to transact business, license agencies, set the standards of cash or propertysolvency to be met and maintained, determine the total fair
market valuenature of, which exceeds the lesser of (i) ten percent of surplus as to
policyholders at the end of the prior calendar year or (ii) the prior calendar
year's net income (less any realized capital gains). This requirement would
limit American Interstate's ability to make distributions to AMERISAFE in 1996
to approximately $2.7 million.
Premium Rate Restrictions. State regulations governing the workers'
compensation system and insurance business in general impose restrictions and limitations on, investments and dividends, approve policy forms and rates in some states, periodically examine financial statements, determine the Company's business operations thatform and content of required financial statements, and periodically examine market conduct.
Detailed annual and quarterly financial statements and other reports are not imposed on
unregulated businesses. Among other matters, state laws regulate not only what
workers' compensation benefits mustrequired to be paidfiled with the department of insurance in all states in which we are licensed to injured workers, but also the
premium rates that may be charged by the Company to insure employers for those
liabilities. As a consequence, the Company's ability to pay insured workers'
compensation claims outtransact business. The financial statements of the premium revenue generated from the Company's saleAmerican Interstate, Silver Oak Casualty and American Interstate of such insurance is dependent on the level of premium rates permitted by state
laws. In this regard it is significant
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that the state regulatory agency that regulates workers' compensation benefits
may not be the same agency that regulates workers' compensation insurance
premium rates.
Financial and Investment Restrictions. Insurance company operations alsoTexas are subject to financial restrictions that are not imposed on other businesses.
State laws require insurance companies to maintain minimum surplus balances and
place limits onperiodic examination by the amountdepartment of insurance a company may write based on the amount
of the company's surplus. These limitations restrict the rate at which the
Company's insurance operations can grow. The Company currently meets applicablein each state capital and surplus requirements.
State laws also require insurance companies to establish reserves for
payment of policyholder liabilities and impose restrictions on the kinds of
assets in which it is licensed to do business.
In addition, many states have laws and regulations that limit an insurer’s ability to withdraw from a particular market. For example, states may limit an insurer’s ability to cancel or not renew policies. Furthermore, certain states prohibit an insurer from withdrawing one or more lines of business from the state, except pursuant to a plan that is approved by the state insurance companiesdepartment. The state insurance department may invest. These restrictionsdisapprove a plan that may require
the Companylead to invest its assets more conservatively than it would if it were
notmarket disruption. Laws and regulations that limit cancellation and non-renewal and that subject program withdrawals to prior approval requirements may restrict our ability to exit unprofitable markets.
Insurance agencies are subject to regulation and supervision by the department of insurance in the state law restrictionsin which they are licensed. Our wholly owned subsidiary, Amerisafe General Agency, Inc., is licensed in 24 states and may preventis domiciled in Louisiana. Amerisafe General is primarily subject to regulation and supervision by the Company from
obtaining as high a return on its assets as it might otherwise be able to
realize.
Insurance Regulatory Information System. The National AssociationLouisiana Department of Insurance Commissioners ("NAIC") has developed a setInsurance. This agency regulates the solicitation of financial relationships
or "tests" calledinsurance and the Insurance Regulatory Information System ("IRIS") that were
designed for early identificationqualification and licensing of companiesagents and agencies that may require special
attentiondesire to conduct business in Louisiana.
| State Insurance Department Examinations |
We are subject to periodic examinations by insurance regulatory authorities. These tests were developed
primarily to assist state insurance departments in executing their statutory
mandate to oversee the financial conditionstates in which we operate. The Louisiana Department of Insurance generally examines each of its domiciliary insurance companies. Insurance
companies submit data on an annual basis toa triannual basis. The last examination of American Interstate and Silver Oak Casualty occurred in 2002. We have been informally notified that our next examination is scheduled for the NAIC, whichend of 2005 or the beginning of 2006. American Interstate of Texas was formed in turn analyzes the
date using ratios covering twelve categoriesDecember 2004 and began operations in January 2005. Under Texas insurance law, American Interstate of financial data with defined
"usual ranges" for each category.
Falling outside the usual range of IRIS ratios is not considered a failing
result; rather, unusual values are viewed as part of the regulatory early
monitoring system. Furthermore, in some years, it may notTexas will be unusual for
financially sound companies to have several ratios with results outside the
usual ranges. An insurance company may fall out of the usual range for one or
more ratios because of specific transactions that are in themselves immaterial
or eliminated at the consolidated level. Generally, an insurance company will
become subject to regulatory scrutiny if it falls outside the usual rangesexamination each year in its first three years of four or moreoperations.
| Guaranty Fund Assessments |
In most of the ratios. In normal years, 15% of the companies included in
the IRIS system are expected by the NAIC to be outside the usual range on four
or more ratios. For the years 1991 through 1996, the Company's insurance
subsidiaries were not outside the usual ranges for more than two ratios.
Participation in State Guaranty Funds. Every state has established one or
more insurance guaranty funds or associations which are charged by state law to
pay claims of policyholders insured by a company that becomes insolvent. All
insurance companies must participate in the guaranty associations in the states where they dowe are licensed to transact business, there is a requirement that property and are assessable for the associations' operating costs,
including the cost of paying policyholder claims against an insolvent insurer.
The Company's financial performance could be adversely affected bycasualty insurers doing business within each such state participate in a guaranty association, which is organized to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. These associations levy assessments, asup to prescribed limits, on all member insurers in a consequenceparticular state on the basis of the insolvencyproportionate share of otherthe premium written by member insurers overin the lines of business in which the Company has no control.
Participationimpaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets.
Property and casualty insurance company insolvencies or failures may result in State Residual Market Programs.additional security fund assessments to us at some future date. At this time, we are unable to determine the impact, if any, such assessments may have on our financial position or results of operations. We have established liabilities for guaranty fund assessments with respect to insurers that are currently subject to insolvency proceedings.
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| Residual Market Programs |
Many of the states in which the Company is licensed,we conduct business or intendsintend to become licensed, to provide its
managed workers' compensation products and servicesconduct business, require that all licensed insurers participate in a program to provide workers'workers’ compensation insurance to those employers who have not or cannot procure coverage from a carrier on a negotiated basis. The level of required participation in such programs is generally determined by calculating the volume of the Company'sour voluntarily
written business in that state as a percentage of all voluntarily written business in that state by all insurers. The resulting factor is the proportion of premium the Companywe must accept as a percentage of all of the premiums in policies residing in that state'sstate’s residual market program.
Companies generally have two methods of fulfillingcan fulfill their residual market obligations: (i) they may joinobligations by either issuing insurance policies to employers assigned to them, or participating in a reinsurance pool in whichwhere the results of all policies provided through the pool are shared by the participating companies, or
(ii) they may accept directly assigned policies for which they are obligated to
provide all services and assume the underwriting results.companies. Currently, the Company
utilizeswe utilize both methods, depending on management'smanagement’s evaluation of the most efficientcost-efficient method to adopt in each state. Generally, the Company believesstate that the direct-assignment methodallows a choice of assigned risk or participation in a pooling arrangement. In general, we believe that assigned risk produces better results as the Company applies its
managed results
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37we apply our cost management approach to these involuntary client-employers. In 1995policyholders. We currently have assigned risk in six states: Alabama, Alaska, Georgia, North Carolina, South Carolina, and for the three months
ended March 31, 1996, approximately 6.7% and 7.7% of the Company's gross
premiums earned, respectively, were from direct assignment residual market
obligations.
Statutory Accounting and Solvency Regulation. State regulation of insurance
company financial transactions and financial condition is based on statutory
accounting principles ("SAP"). SAP differs in a number of ways from generally
accepted accounting principles ("GAAP") which govern the financial reporting of
most other businesses. In general, SAP financial reports are more conservative
than GAAP financial reports.
State insurance regulators closely monitor the financial condition of
insurance companies reflected in SAP financial statements and can impose
significant financial and operating restrictions on an insurance company that
becomes financially impaired. Regulators generally have the power to impose
restrictions or conditions on the following kinds of activities of a financially
impaired insurance company: the transfer or disposition of assets; the
withdrawal of funds from bank accounts; the extension of credit or making of
loans; and the investment of funds.
State Subsequent Injury Funds.Virginia.
| Second Injury Funds |
A number of states operate trust funds that reimburse insurers and employers and carriers for excess workers' compensation benefitsclaims paid to injured employees when an employee is injured on the job and the injury to the
physically disabled worker merges with, aggravatesfor aggravation of prior conditions or accelerates a preexisting
work-related impairment.injuries. The state-managed trust funds are funded through assessments against insurers and self-insurers providing workers'workers’ compensation coverage in a specific state. At MarchOur recoveries from state-managed trust funds for the years ended December 31, 1996,2002, 2003 and 2004 were approximately $6.4 million, $7.3 million and $8.1 million, respectively. Our cash paid for assessments to state-managed trust funds for the Companyyears ended December 31, 2002, 2003 and 2004 was approximately $4.9 million, $4.2 million and $3.6 million, respectively.
| Dividend Limitations |
Under Louisiana law, American Interstate and Silver Oak Casualty cannot pay dividends to their shareholders in excess of the lesser of 10% of statutory surplus, or statutory net income, excluding realized investment gains, for the preceding 12-month period without the prior approval of the Louisiana Commissioner of Insurance. However, net income from the previous two calendar years may be carried receivablesforward to the extent that it has not already been paid out as dividends. Based on reported capital and surplus at December 31, 2004, this requirement limits American Interstate’s ability to make distributions to AMERISAFE in 2005 to approximately $11.2 million without approval by the Louisiana Department of Insurance. Further, under Texas law, American Interstate of Texas cannot pay dividends to its booksshareholder in excess of the greater of 10% of statutory surplus, or statutory net income, for the preceding 12-month period without the prior approval of the Texas Commissioner of Insurance.
| Federal Law and Regulations |
As of June 30, 2005, 3.0% of our voluntary in-force premiums were derived from state subsequent injury fundsemployers engaged in the maritime industry. As a provider of less than $500,000.
Possible Future Regulation. State legislaturesworkers’ compensation insurance for employers engaged in the maritime industry, we are subject to the United States Longshore and Harbor Workers’ Compensation Act, or the USL&H Act, and the Merchant Marine Act of 1920, or Jones Act. We are also subject to regulations related to the USL&H Act and the Jones Act.
The USL&H Act, which is administered by the U.S. Department of Labor, generally covers exposures on the navigable waters of the United States and in adjoining waterfront areas, including exposures resulting from stevedoring. The USL&H Act requires employers to provide medical benefits, compensation for lost wages and rehabilitation services to longshoremen, harbor workers and other maritime workers who may suffer injury, disability or death during the course and scope of their
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employment. The Department of Labor has the authority to require us to make deposits to serve as collateral for losses incurred under the USL&H Act.
The Jones Act is a federal governmentlaw, the maritime employer provisions of which provide injured offshore workers, or seamen, with a remedy against their employers for injuries arising from negligent acts of the employer or co-workers during the course of employment on a ship or vessel.
| Privacy Regulations |
In 1999, Congress enacted the Gramm-Leach-Bliley Act, which, among other things, protects consumers from the unauthorized dissemination of certain personal information. Subsequently, a majority of states have consideredimplemented additional regulations to address privacy issues. These laws and are considering a numberregulations apply to all financial institutions, including insurance and finance companies, and require us to maintain appropriate policies and procedures for managing and protecting certain personal information of cost containmentour policyholders and health care
reform proposals. The Company believes itto fully disclose our privacy practices to our policyholders. We may benefit from somealso be exposed to future privacy laws and regulations, which could impose additional costs and impact our results of operations or financial condition. In 2000, the National Association of Insurance Commissioners, or the NAIC, adopted the Privacy of Consumer Financial and Health Information Model Regulation, which assisted states in promulgating regulations to comply with the Gramm-Leach-Bliley Act. In 2002, to further facilitate the implementation of the Gramm-Leach-Bliley Act, the NAIC adopted the Standards for Safeguarding Customer Information Model Regulation. Several states have now adopted similar provisions regarding the safeguarding of policyholder information. We have established policies and procedures to comply with the Gramm-Leach-Bliley related privacy requirements.
Federal and State Legislative and Regulatory Changes
From time to time, various regulatory and legislative changes have been proposed in the insurance industry. Among the proposals that favorhave in the growthpast been or are at present being considered are the possible introduction of managed care. However,federal regulation in addition to, or in lieu of, the current system of state regulation of insurers and proposals in various state legislatures (some of which proposals have been enacted) to conform portions of their insurance laws and regulations to various model acts adopted by the NAIC. We are unable to predict whether any of these laws and regulations will be adopted, the form in which any such laws and regulations would be adopted or the effect, if any, these developments would have on our operations and financial condition.
On November 26, 2002, in response to the tightening of supply in certain insurance and reinsurance markets resulting from, among other things, the September 11, 2001 terrorist attacks, the Terrorism Risk Insurance Act was enacted. The Terrorism Risk Insurance Act is designed to ensure the availability of insurance coverage for losses resulting from acts of terror in the United States. This law established a federal assistance program through the end of 2005 to help the property and casualty insurance industry cover claims related to future terrorism-related losses and requires such companies to offer coverage for certain acts of terrorism. As a result, any terrorism exclusions in policies in-force prior to the enactment of the Terrorism Risk Insurance Act are void and, absent authorization or failure of the insured to pay increased premiums resulting from the terrorism coverage, we are prohibited from adding certain terrorism exclusions to policies written. Although we are protected by federally funded terrorism reinsurance as provided for in the Terrorism Risk Insurance Act, there is a substantial deductible that must be met, the payment of which could have an adverse effect on our results of operations. The Terrorism Risk Insurance Act is set to expire on December 31, 2005, and the U.S. Department of the Treasury has recommended that Congress not extend the law in its current form. If this law is not extended or is extended in a scaled-back form, which is the current proposal by the U.S. Department of the Treasury, these changes could also adversely affect us by causing our reinsurers to increase premium rates or withdraw from certain markets where terrorism coverage is required. See “—Reinsurance— Terrorism Reinsurance” above.
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The National Association of Insurance Commissioners
The NAIC is a group formed by state Insurance Commissioners to discuss issues and formulate policy with respect to regulation, reporting and accounting of insurance companies. Although the NAIC has no assurance can be givenlegislative authority and insurance companies are at all times subject to the laws of their respective domiciliary states and, to a lesser extent, other states in which they conduct business, the NAIC is influential in determining the form in which such laws are enacted. Model Insurance Laws, Regulations and Guidelines, which we refer to as the Model Laws, have been promulgated by the NAIC as a minimum standard by which state regulatory systems and regulations are measured. Adoption of state laws that provide for substantially similar regulations to those described in the Model Laws is a requirement for accreditation by the NAIC. The NAIC provides authoritative guidance to insurance regulators on current statutory accounting issues by promulgating and updating a codified set of statutory accounting practices in itsAccounting Practices and Procedures manual. The Louisiana and Texas legislatures have adopted these codified statutory accounting practices.
The NAIC has recently proposed a Model Law that would require insurance brokers to obtain the written consent of the insured before receiving compensation from the insurer. This proposed Model Law would also require all insurance producers (including agents) to disclose to its customers that the stateproducer will receive compensation from the insurer, that the compensation received by the producer may differ depending upon the product and insurer and that the producer may receive additional compensation from the insurer based upon other factors, such as premium volume placed with a particular insurer and loss or federal government willclaims experience. We do not adopt future health care reformssell insurance through brokers. We do sell insurance through agents. We do not believe that the disclosure obligations under the Model Law proposed by the NAIC would adversely affecthave any significant effect on our business if it were adopted in the Company.
In recent years the state insurance regulatory framework has come under
increased federal scrutiny,states in which we conduct our business.
Under Louisiana law, American Interstate and certain state legislatures have considered or
enacted laws that alteredSilver Oak Casualty are required to maintain minimum capital and in many cases, increased state authoritysurplus of $3.0 million. Under Texas law, American Interstate of Texas is required to regulatemaintain minimum capital and surplus of $1.0 million. Property and casualty insurance companies are subject to certain risk based capital requirements by the NAIC. Under those requirements, the amount of capital and surplus maintained by a property and casualty insurance holding companies. Further,company is to be determined based on the various risk factors related to it. As of December 31, 2004, American Interstate, Silver Oak Casualty, and American Interstate of Texas exceeded the minimum risk based capital requirements.
The key financial ratios of NAIC’s Insurance Regulatory Information System, or IRIS, which ratios were developed to assist insurance departments in overseeing the financial condition of insurance companies, are reviewed by experienced financial examiners of the NAIC and state insurance regulators are re-examining existing lawsdepartments to select those companies that merit highest priority in the allocation of the regulators’ resources. IRIS identifies 12 industry ratios and regulations,
specifically focusingspecifies “usual values” for each ratio. Departure from the usual values on four or more of the ratios can lead to inquiries from individual state insurance commissioners as to certain aspects of an insurer’s business.
The 2004 IRIS results for American Interstate and Silver Oak Casualty showed their investment lawsyield ratios were outside the usual range for insurers, modifications to holding
company regulations, codification of statutory accounting practices, risk-based
capital guidelines, interpretations of existing laws and the development of new
laws. In addition, Congress and certain federal agencies are investigating the
current condition ofsuch ratio, which was consistent with the insurance industry as a whole. In addition, the 2004 IRIS results for Silver Oak Casualty showed its net written premium-to-surplus ratio and one-year reserve development-to-surplus ratio were above the usual ranges for such ratios. These two ratios were above the IRIS usual values because of Silver Oak Casualty’s small surplus base.
Statutory Accounting Practices
Statutory accounting practices, or SAP, are a basis of accounting developed to assist insurance regulators in monitoring and regulating the United Statessolvency of insurance companies. SAP is primarily concerned with measuring an insurer’s surplus to determine
whetherpolicyholders. Accordingly, statutory accounting
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focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with appropriate insurance law and regulatory provisions applicable in each insurer’s domiciliary state.
Generally accepted accounting principles, or GAAP, are concerned with a company’s solvency, but are also concerned with other financial measurements, principally income and cash flows. Accordingly, GAAP gives more consideration to impose federal regulation. The Company cannot predictappropriate matching of revenue and expenses and accounting for management’s stewardship of assets than does SAP. As a direct result, different assets and liabilities and different amounts of assets and liabilities will be reflected in financial statements prepared in accordance with certaintyGAAP as compared to SAP.
Statutory accounting practices established by the effect any proposed or future legislation or NAIC initiatives may have onand adopted in part by the conduct of the Company's business or the financial condition or results of
operations of the Company.
PROPERTIES
The Company owns its 43,000 square foot executive offices in DeRidder, Louisiana and leases its executive offices in Dallas, Texas. The Company also
leases space atTexas insurance regulators, determine, among other locations for its service offices and claims
representative offices. See "Certain Transactions -- Executive Office Lease."
EMPLOYEES
The Company had 315 full-time employees at July 31, 1996. Of the Company's
employees, approximately 50 perform administrative and financial functions and
265 serve on service and marketing teams providing its managed results services
to its employer-clients. None of the Company's employees is subject to
collective bargaining agreements. The Company believes that its employee
relations are good.
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LEGAL PROCEEDINGS
In the ordinary course of administering its workers' compensation managed
results program, the Company is routinely involved in the adjudication of claims
resulting from workplace injuries. Except as described below, the Company is not
involved in any legal or administrative claims that it believes are likely to
have a materially adverse effect on the Company's business, financial condition
or results of operations.
The Company's federal income tax return with respect to its 1992 tax year
is currently subject to an audit by the IRS. The principal issues with respect
to which the IRS has proposed adjustments relate to (i) whether the Company
should have included in income at the time of receipt certain deposits it
received from its clients to secure the payment of premiums, and (ii) whether
the Company's reserves for future claims were excessive. The aggregate amount of
additional tax which would be owed by the Company if the proposed adjustments
were sustained is approximately $3.3 million, plus accrued interest. Because the
proposed adjustments relate to the timing of the receipt of income, they would
not, if sustained, be expected to have an impact on the Company's results of
operations, but would impact the Company's cash flow. The Company believes that
it has meritorious defenses to the proposed adjustments and intends to contest
them vigorously.
The federal income tax returns filed by a subsidiary of the Company with
respect to its 1990 and 1991 tax years are also presently subject to an audit by
the IRS. During the years in question the corporation was not a subsidiary of
the Company. The principal issue in this audit relates to the reasonableness of
compensation paid by such corporation to Mr. Morris and another former
officer-shareholder of the Company during such years. The IRS has proposed that
a portion of the compensation paid to these individuals during such years is not
deductible for federal income tax purposes, and that as a result the corporation
owes additional tax inthings, the amount of approximately $2.1 million, plus accrued
interest. No penalties have been asserted bystatutory surplus and statutory net income of American Interstate, Silver Oak Casualty and American Interstate of Texas and thus determine, in part, the IRS.amount of funds that are available to pay dividends to AMERISAFE.
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MANAGEMENT
Directors, Director Nominees, Executive Officers and Key Employees
The corporation believes
that it has meritorious defenses to the proposed adjustmentstable below sets forth information about our directors, director nominees, executive officers and is contesting
them vigorously. In connectionkey employees. Our directors will be divided into three classes with the Reorganization,number of directors in each class as nearly equal as possible. Each director will serve a three-year term. Executive officers serve at the MorTem Corporations
have agreed to indemnify the Company and its affiliates for any liability they
may have with respect to this tax audit.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The namesrequest of the directors and executive officersour board of the Company and their
ages and positions are as follows:
directors.
| Name | Age | Position | ||||
Directors, Director Nominees and Executive Officers | ||||||
| Mark R. Anderson(1) | 53 | Chairman | ||||
| C. Allen Bradley, Jr.(3) | 54 | President, Chief Executive Officer | ||||
| Geoffrey R. | 56 | Executive Vice President and Chief Financial Officer | ||||
| Arthur L. | 60 | Executive Vice President, | ||||
| Craig P. Leach | 55 | Executive Vice President, | ||||
| Paul B. Queally(1) | 41 | Director | ||||
| Sean M. Traynor(2) | 36 | Director | ||||
| Jared A. Morris(2) | 30 | Director | ||||
| Austin P. Young III(3) | 64 | Director Nominee | ||||
| Director Nominee | ||||||
Key Employees | ||||||
| Allan E. Farr | 46 | Senior Vice President, | ||||
| Kelly R. Goins | 39 | Senior Vice President, | ||||
| Cynthia P. | 51 | Senior Vice President, | ||||
| Leon J. | 54 | Senior Vice President, Safety Operations | ||||
| Henry O. Lestage, IV | 44 | Senior Vice President, Claims Operations | ||||
| Edwin R. Longanacre | 47 | Senior Vice President, Information Technology | ||||
| Lasa L. Simmons | 48 | Senior Vice President, Premium Audit | ||||
| Angela S. Lannen | 59 | Vice President, Treasurer | ||||
| G. Janelle Frost | 35 | Assistant Vice President, Controller | ||||
| (1) | Term expires at the annual meeting of shareholders in 2006. |
| (2) | Term expires at the annual meeting of shareholders in 2007. |
| (3) | Term expires at the annual meeting of shareholders in 2008. |
Set forth below is certain background information relating to our directors, director nominees, executive officers and key employees.
Mark R. Andersonhas beenserved as Chairman of the Board,our board of directors since December 2003 and as a Director since 1986. He was our Chief Executive Officer from 1997 until December 2003, and principal shareholderPresident of the Company since its inception in 1985.our subsidiary, American Interstate, from 1987 until November 2002. Mr. Morris
began his insurance career in 1972, and has owned and managed many diverse
financial services operations. He is currently the Chairman of the Board and
principal shareholder of Auto One Acceptance Corporation, a Dallas based
financial services company. Mr. Morris has a Bachelor of Business Administration
in Accounting and a Master of Science in Economics, both from Baylor University,
and is a Certified Public Accountant. Mr. Morris serves in the class of
Directors whose terms expire at the Company's 1999 annual meeting of
shareholders.
Mark R. Anderson began his insurance career when he joined a predecessor to our company in 1979 and joined the Company
in 1986 as Vice President, Chief Operating Officer and Director.1979. He was elected
President in 1996, and has served as President of American Interstate since
1987. Mr. Anderson has served on various legislative insurance advisory committees in Louisiana, and has served as a workers'workers’ compensation rate and reform consultant to several southern Insurance Commissioners. He holds a
Bachelor of Science degree from Louisiana State University and a Master of
Science degree in Business Administration from Boston University. Mr. Anderson
serves in the class of directors whose terms expire at the Company's 1998 annual
meeting of shareholders.
John R. Buckinsurance commissioners.
C. Allen Bradley, Jr. has been Viceserved as our President andsince November 2002, our Chief FinancialExecutive Officer of the
Company since 1989December 2003 and a Director since 1994. HeJune 2003. From November 2002 until December 2003 he served as our Chief Operating Officer. Since joining our company in various accounting
positions with Zale Corporation's Insurance Group from 1983 to 19881994, Mr. Bradley has
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had principal responsibility for the management of our underwriting operations (December 2000 through June 2005) and joined
American Interstate as Controller in 1988. Mr. Buck has Bachelor of Science
degrees in Accountingsafety services (September 2000 through November 2002) and Business Administration from Illinois State
University, and became a Certified Public Accountant in 1985. Mr. Buck serves in
the class of directors whose terms expire at the Company's 1997 annual meeting
of shareholders.
Arthur L. Hunt has served as our General Counsel (September 1997 through December 2003) and Secretary of the Company since 1991, was
elected Vice President -- Risk Group in August 1996, and has been a Director
since 1994.(September 1997 through November 2002). Prior to joining the Company, Mr. Hunt served twenty years in the
United States Army. He served as a Judge Advocate General officer and retired
after attaining the rank of Colonel. Mr. Hunt has a Bachelor of Science degree
in Psychology from Loyola University and a law degree from the Loyola University
School of Law, Chicago. Mr. Hunt serves in the class of directors whose terms
expire at the Company's 1997 annual meeting of shareholders.
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C. Allen Bradley, Jr. was elected Vice President -- Risk Services Group and
General Counsel in August 1996. He joined a subsidiary of the Company in 1994 as
an executive officer, and prior to that timeour company, he was engaged in the private practice of law. Mr. Bradley also
Geoffrey R. Bantahas served as our Executive Vice President and Chief Financial Officer since December 2003. Prior to joining our company in 2003, he held the positions of President and Chief Executive Officer from 2001 until November 2003, and Chief Operating Officer from 1996 until 2001, at Scruggs Consulting, an actuarial and management consulting firm. From 1994 to 1996, Mr. Banta was Chief Financial Officer of the Atlanta Casualty Companies, an issuer of non-standard auto insurance whose holding company was a Louisiana State Representative from 1984 to
1992.subsidiary of American Financial Group Holdings, Inc.
Arthur L. Hunthas served as our General Counsel since December 2003, Secretary since 2002 and Executive Vice President since 1999. He holds a Bachelor of Arts degree from Southeastern Louisiana University
and a law degree from Louisiana State University.
Andre Comeaux, Jr. has been Vice President -- Product Developmentemployed with our company since August 1996 and has been Industries Manager of American Interstate since April
1995. Mr. Comeaux began his career in the insurance industry in 1987 with AEtna
Casualty & Surety Co., serving as an Engineering Consultant and Commercial
Account Representative. In 1993, he joined American International Group as an
Account Executive, Loss Control Services,1991 and served in that capacityas our Chief Operating Officer from 1997 until he
joined American Interstate. Mr. Comeaux holds a Bachelor of Science degree in
Mechanical Engineering from the University of Southwestern Louisiana1999, and is a
Chartered Property Casualty Underwriter, a Certified Safety Professional and is
licensed as a Professional Engineer by the state of California. He is recognized
as a Qualified Field Safety Representative by the states of Texas and Arkansas
and is recognized as an Associate in Loss Control Management by the Insurance
Institute of America.
Zonie A. Harris was elected Vice President -- Claims Services in August
1996. Since 1986 he has also served as Vice President, Claims for American
Interstate. Mr. Harris has served with various affiliates of the Company and
other insurance firms in claims management since 1972. Prior to his insurance
career, Mr. Harris spent twenty years in the U.S. Air Force as a communications
specialist.
Director from 1994 until June 2003.
Craig P. Leach was electedhas served as our Executive Vice President, -- Business Development in August
1996.Sales and Marketing since November 2002. He has served since 1994 as Senior Vice Presidentin a variety of American Interstate,sales and has served in similar roles with affiliated firmskey marketing positions within our company since beginning his insurance career with a predecessor to our company in 1980. Prior to 1980, Mr. Leach held various management
positions with companies engaged in the paperincluding Senior Vice President, Sales and lumber industries. He holds
both a Bachelor of Science degree and a Master of Science degree in ForestryMarketing from Louisiana State University. Mr. Leach currently serves on the board of
directors of the Louisiana Forestry Association, and 1997 until November 2002.
Paul B. Queallyhas served in an advisory
capacity for the Southern Forest Insurance Coalition and various wood product
companies throughout the country.
Daniel J. Jessee has beenas a Director of the Companyour company since August 1996.
Since January 1995, Mr. Jessee has been Vice Chairman1997. He is currently a general partner of Banc One Capital
Corporation ("BOCC"), anWelsh, Carson, Anderson & Stowe, a private equity investment banking firm, and a subsidiary of Banc One
Corporation. Prior to becoming Vice Chairman,that he was a Managing Director of BOCC
since August 1990. Mr. Jessee servesjoined in the class of directors whose terms
expire at the Company's 1999 annual meeting of shareholders. Mr. Jessee is also
a director of RAC Financial Group, Inc.
N. David Spence has been a Director of the Company since August 1996. Mr. Spence is a Senior Vice President and General Manager -- Paper Division of Boise
Cascade Corporation ("BCC"). Mr. Spence joined BCC in 1969 and has served in
various management positions since that time. Mr. SpenceQueally also serves in the class of
directors whose terms expire at the Company's 1998 annual meeting of
shareholders. Mr. Spence is also a director of the American Forest & Paper
Association and the Pacific Coast Association of Pulp & Paper Manufacturers.
COMMITTEES
The Bylaws provide that the Board of Directors may elect such directorate
committees as it may from time to time determine. Two committees of the Board of
Directors have been established: the Audit Committee and the Compensation
Committee.
The Audit Committee of the Board of Directors (the "Audit Committee") will
review the professional services provided by the Company's independent
accountants and the independence of such accountants from management of the
Company. The Audit Committee will also review the scope of the audit coverage
and annual financial statements of the Company and such other matters with
respect to accounting, auditing practices and procedures of the Company as it
may find appropriate or as may have been brought to its attention. The members
of the Audit Committee are Messrs. Jessee and Spence.
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The Compensation Committee of the Board of Directors (the "Compensation
Committee") will review and approve executive salaries and administer bonus,
stock option and incentive compensation plans of the Company. It will advise and
consult with management regarding significant employee benefit policies and
practices and significant compensation policies and practices of the Company.
The members of the Compensation Committee are Messrs. Jessee and Spence.
LIMITATION OF LIABILITY AND INDEMNIFICATION
As authorized by the Texas Miscellaneous Corporation Laws (the "TMCL"), the
Company's Articles provide that, to the full extent permitted by the TMCL or any
other applicable laws as presently or hereafter in effect, no director of the
Company shall be personally liable to the Company for an act or omission in his
capacity as a director of the Company. The TMCL does not permit limitationMedCath Corporation, Concentra Operating Corporation, AmCOMP Incorporated and several private companies.
Sean M. Traynorhas served as a Director of liabilityour company since April 2001. He is currently a general partner of any director (i) forWelsh, Carson, Anderson & Stowe, a breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions notprivate equity investment firm, that he joined in good faith
that constitute a breach of duty of the director or an act or omission that
involves intentional misconduct or a knowing violation of the law, (iii) a
transaction from which the director received an improper personal benefit, or
(iv) an act or omission for which liability of a director is expressly provided
by an applicable statute. The principal effect of the limitation of liability
provision is that a shareholder is unable to prosecute an action for monetary
damages against a director of the Company unless the shareholder can demonstrate
one of the specified bases of liability.
Additionally, the Company's Articles and Bylaws provide that the Company
shall indemnify all directors, officers, agents or employees of the Company to
the fullest extent permitted by the Texas Business Corporation Act ("TBCA"). The
TBCA establishes the standard which permits a corporation to provide
indemnification, except when shareholder approval for the indemnification has
been obtained. The TBCA provides that a director may be indemnified for
liabilities and expenses in respect to actions brought against him by reason of
his serving1999. Mr. Traynor also serves as a director if he conducted himself in good faithfor US Oncology, Inc., Select Medical Corporation, Ameripath, Inc. and reasonably
believed that (i) in the case of conduct in his official capacityAmCOMP Incorporated.
Jared A. Morrishas served as a director,
his conduct was in the Company's best interests, and (ii) in all other cases,
that his conduct was at least not opposed to the best interestsDirector of the Company.
Indemnification for criminal actions also requires the director to have no
reason to believe his conduct was unlawful. In addition, if the director is
found liable to the Company or on the basis that a personal benefit was
improperly received by him, indemnification will be limited to expenses actually
incurred and will not be available if the director is found liable for willful
or intentional misconduct in the performance of his duty to the Company.
The Companyour company since September 2005. Since 2002, Mr. Morris has entered into certain agreements ("Indemnification
Agreements") with each of its directors and executive officers designed to give
effect to the foregoing provisions of the Articles and Bylaws and to provide
certain additional assurances against the possibility of uninsured liability.
The effect of these provisions and the Indemnification Agreements will be to
eliminate the right of the Company and its shareholders (through shareholders'
derivative suits on behalf of the Company) to recover monetary damages against a
director for breach of fiduciary duty as a director except as described therein.
The provisions of the Articles and Bylaws and the Indemnification Agreements
will not alter the liability of directors of the Company under federal
securities laws.
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EXECUTIVE COMPENSATION
The following table provides information concerning the annual and
long-term compensation for services paid or accrued by the Company for the
fiscal year ended December 31, 1995 to (i) the Company's chief executivebeen an officer and (ii) each other executive officera principal owner of the Company whose total annual salaryDumont Land, LLC and bonus exceeded $100,000, based on salary and bonuses earned during 1995
(collectively, the "Named Officers").
SUMMARY COMPENSATION TABLE
- ---------------
(1) Reflects bonus earned during the 1995 fiscal year. In all cases, the bonus
has been or will be paid during the 1996 fiscal year.
(2) NoneMarine One Acceptance Corp., both of the Named Officers received personal benefits, securities or
property in excesswhich are subprime finance companies. He was an Assistant Vice President, Underwriter of the lesser of $50,000 or 10% of such individual's
reported salary and bonus.
(3) Consists of Company contributions to the Company's 401(k) Plan (the "401(k)
Plan").
(4) Consists of $1,185 of Company contributions to the 401(k) Plan and $15,660
in premiums onCIT Business Credit, a life insurance policy forcommercial finance company, from 2000 until 2002.
Austin P. Young IIIis a Director Nominee. Mr. Anderson's benefit.
(5) Consists of $1,185 of Company contributions to the 401(k) Plan and $26,100
in premiums on a life insurance policy for Mr. Leach's benefit.
(6) Consists of Company contributions to the 401(k) Plan.
(7) Consists of $880 of Company contributions to the 401(k) Plan and $5,220 in
premiums on a life insurance policy for Mr. Buck's benefit.
EMPLOYMENT AGREEMENTS
In connection with the Offering, the Company entered into an employment
agreement (the "Employment Agreement") with each of Messrs. Morris, Anderson,
Buck, Leach and Bradley (each, an "Executive Officer") that expire on the third
anniversary of the Offering. Pursuant to the Employment Agreements, Mr. Morris
servesYoung served as Chairman of the Board of Directors and Chief Executive Officer of the
Company and is paid an annual base salary of $450,000, Mr. Anderson serves as
President and Chief Operating Officer of the Company and is paid an annual base
salary of $275,000, Mr. Buck serves asSenior Vice President, Chief Financial Officer and Treasurer of CellStar Corporation, a logistics service provider to the Companywireless communications industry, from 1999 until his retirement in December 2001. Prior to joining CellStar Corporation, Mr. Young was a partner in the Houston and is paidNew York offices of KPMG LLP for 22 years, Senior Vice President and Chief Financial Officer of American General Corporation for over eight years and Executive Vice President-Finance and Administration of Metamor Worldwide, Inc., an annual base salaryinformation technology company, for three years. Mr. Young serves as a Director and Chairman of $120,000,the Finance, Risk Management and Audit Committee of Administaff, Inc. and as a Director and Chairman of the Audit Committee of Tower Group, Inc. Mr. LeachYoung also currently serves as Vice President, -- Business DevelopmentTreasurer and Director of The Park People, Vice President and Director of the CompanyHouston Fire Museum and receives an annual base salaryChairman of $125,000,the Houston Zoo Advisory Council.
Allan E. Farrhas served as our Senior Vice President, Enterprise Risk Management since April 2004. He has been employed with our company since 1998 and Mr. Bradley servesserved as Vice President, -- RiskUnderwriting Services Groupfrom 1999 until 2004.
Kelly R. Goinshas served as our Senior Vice President, Underwriting Operations since March 2005. She has been employed with our company since 1986 and General Counselserved as Vice President, Underwriting Operations from 2000 until March 2005.
Cynthia P. Harrishas served as our Senior Vice President, Human Resources/ Client Services since January 2003. She has been employed with our company since 1977 and served as Vice President, Policyholder Services and Administration from 1992 until December 2002.
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Leon J. Lagneauxhas served as our Senior Vice President, Safety Operations since March 2005. He has been employed with our company since 1994 and served as Vice President, Safety Operations from 1999 until March 2005.
Henry O. Lestage, IVhas served as our Senior Vice President, Claims Operations since September 2000. He has been employed with our company since 1987 and served as Vice President, Claims Operations from 1998 until 2000.
Edward R. Longanacrehas served as our Senior Vice President, Information Technology since March 2005. He has been employed with our company since 2000 and held the position of Vice President, Information Technology from September 2004 until March 2005 and Information Technology Director from 2000 until September 2004.
Lasa L. Simmonshas served as our Senior Vice President, Premium Audit since March 2005. She has been employed with our company since 1985 and held the position of Vice President, Premium Audit Manager from 1999 until March 2005.
Angela S. Lannenhas served as our Vice President, Treasurer since January 2001. She has been employed with our company since 1999 and served as Planning and Analysis Manager from 1999 until December 2000.
G. Janelle Frosthas served as our Assistant Vice President, Controller since May 2004. She has been employed with our company since 1992 and served as Deputy Controller from 1998 to April 2004.
Board Composition
We are managed under the direction of our board of directors. Upon completion of this offering, our board will consist of seven directors, five of whom will not be, and will never have been, employees of our company, nor will they have any other relations with us that would result in their being considered other than independent under applicable U.S. federal securities laws and the current listing requirements of the CompanyNasdaq National Market. There are no family relationships among any of our directors or executive officers.
Upon completion of this offering, the board is expected to approve Corporate Governance Guidelines and 41
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receives an annual base salarya Code of $120,000. In addition to their annual base
salaries, eachBusiness Conduct and Ethics for all directors, officers and employees, copies of the Executive Officers is entitled to receive an annual bonuswhich will be available on our website and upon written request by our shareholders at the discretionno cost.
Number of the BoardDirectors; Removal; Vacancies
Our articles of Directors. The Employment Agreements provide
for salary adjustments at the discretion of the Board of Directorsincorporation and furtherbylaws provide that the number of directors shall be fixed from time to time by our board of directors. Our board of directors will be divided into three classes with the number of directors in each class as nearly equal as possible. Each director will serve a three-year term. The classification and term of office for each of our directors upon completion of this offering is noted in the table listing our directors and executive officers under “—Directors, Director Nominees, Executive Officers and Key Employees.” Pursuant to our bylaws, each director will serve until his or her successor is duly elected and qualified, unless he or she dies, resigns, retires, becomes disqualified or is removed. Our bylaws also provide that any director may be entitled to participate in
Company-sponsored employee benefit plans or arrangements and other benefits
generally available to employeesremoved for cause, at any meeting of the Company. Each Employment Agreement
providesshareholders called for that if the Executive Officer's employment is involuntarily terminatedpurpose, by the Company other than for "cause" (as defined in the Employment Agreement),
the Executive Officer, subject to certain conditions, shall receive termination
payments calculated in accordance with the Employment Agreement for a period of
one year after the date of termination. Subject to certain exceptions, each
Executive Officer's Employment Agreement prohibits him from competing with or
working for a competitor of the Company or any of its subsidiaries for a period
of one year after the termination of his employment with the Company, if his
employment is involuntarily terminated by the Company other than for "cause".
Upon the expiration of the initial three-year term and on each subsequent
anniversary thereof, each Employment Agreement automatically renews for an
additional one-year period unless earlier terminated by either party upon 90
day's notice given prior to the end of the initial term or any extension. Mr.
Morris' Employment Agreement does not provide for him to devote his full time to
the business and affairs of the Company.
STOCK INCENTIVE PLAN
General. The Board of Directors of the Company adopted the AMERISAFE, Inc.
1996 Stock Incentive Plan (the "Stock Incentive Plan") on August 5, 1996,
subject to approval by the shareholders of the Company. A majorityaffirmative vote of the holders of the Common Stockat least two-thirds of the Company approvedshares of our stock entitled to vote for the Stock Incentive Plan on
August 5, 1996.
Theelection of directors.
Our bylaws further provide that newly created directorships in our board may be filled by election at an annual or special meeting of our shareholders called for that purpose or by our board of directors, provided that our board may not fill more than two newly created directorships during the period between any two successive annual meetings of our shareholders. Any director chosen to fill a newly created directorship will hold office until the next election of one or more directors by the shareholders. Any other vacancies in our board may be filled by election at an annual or special meeting of our
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shareholders called for that purpose or by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Any director chosen to fill a vacancy not resulting from a newly created directorship will hold office for the unexpired term of his or her predecessor.
Board Committees
Our board has an audit committee and a compensation committee and, upon completion of this offering, will have a nominating and corporate governance committee. Each committee will consist of three persons. All of the members of our audit committee, compensation committee and nominating and corporate governance committee will be “independent” as defined by the rules of the National Association of Securities Dealers, or NASD, and, in the case of the audit committee, by the rules of the NASD and the SEC.
Audit Committee. The audit committee will be comprised of three directors. Membership of the audit committee will include (Chair), and . The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The functions and responsibilities of the audit committee will include:
| • | establishing, monitoring and assessing our policies and procedures with respect to business practices, including the adequacy of our internal controls over accounting and financial reporting; | |
| • | engaging our independent auditors and conducting an annual review of the independence of our independent auditors; | |
| • | pre-approving any non-audit services to be performed by our independent auditors; | |
| • | reviewing the annual audited financial statements and quarterly financial information with management and the independent auditors; | |
| • | reviewing with the independent auditors the scope and the planning of the annual audit; | |
| • | reviewing the findings and recommendations of the independent auditors and management’s response to the recommendations of the independent auditors; | |
| • | overseeing compliance with applicable legal and regulatory requirements, including ethical business standards; | |
| • | preparing the audit committee report to be included in our annual proxy statement; | |
| • | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters; | |
| • | establishing procedures for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and | |
| • | reviewing the adequacy of the audit committee charter on an annual basis. |
Our independent auditors will report directly to the audit committee. Each member of the audit committee has the ability to read and understand fundamental financial statements. Our board has determined that will meet the requirements of an “audit committee financial expert” as defined by the rules of the SEC.
We will provide for appropriate funding, as determined by the audit committee, for payment of compensation to our independent auditors, any independent counsel or other advisors engaged by the audit committee and for administrative expenses of the audit committee that are necessary or appropriate in carrying out its duties.
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Compensation Committee. The compensation committee will be comprised of three directors. Membership of the compensation committee will include (Chair), and . The compensation committee will establish, administer and review our policies, programs and procedures for compensating our executive officers and directors. The functions and responsibilities of the compensation committee will include:
| • | evaluating the performance of and determining the compensation for our executive officers, including our chief executive officer; | |
| • | administering and making recommendations to our board with respect to our equity incentive plans; | |
| • | overseeing regulatory compliance with respect to compensation matters; | |
| • | reviewing and approving employment or severance arrangements with senior management; | |
| • | reviewing our director compensation policies and making recommendations to our board; | |
| • | preparing the compensation committee report to be included in our annual proxy statement; and | |
| • | reviewing the adequacy of the compensation committee charter. |
Nominating and Corporate Governance Committee. The nominating and corporate governance committee will be comprised of three directors. Membership of the nominating and corporate governance committee will include (Chair), and . The functions and responsibilities of the nominating and corporate governance committee will include:
| • | developing and recommending corporate governance principles and procedures applicable to our board and employees; | |
| • | recommending committee composition and assignments; | |
| • | identifying individuals qualified to become directors; | |
| • | recommending director nominees; | |
| • | recommending whether incumbent directors should be nominated for re-election to our board; and | |
| • | reviewing the adequacy of the nominating and corporate governance committee charter. |
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee will be, or will have been, employed by us. None of our executive officers currently serves, or in the past three years has served, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of another entity that has one or more executive officers serving on our board or compensation committee. See “—Board Composition.”
Director Compensation
It is anticipated that upon completion of this offering, directors who are also our employees will receive no compensation for serving as directors. Non-employee directors will receive an annual cash retainer of $30,000. The chair of the audit committee will receive an additional annual cash retainer of $15,000 and each other member of the audit committee will receive an additional annual cash retainer of $5,000. The chairs of the compensation committee and nominating and corporate governance committee will each receive an additional annual cash retainer of $5,000. Under our 2005 non-employee director restricted stock plan, non-employee directors will also receive an annual award of a number of shares of restricted stock equal to $10,000 divided by the closing price of our common stock on the date of our annual shareholders meeting at which the non-employee director is elected or re-elected as a
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member of the board. Upon completion of this offering, our non-employee directors will receive initial grants of restricted stock. See “—2005 Equity Incentive Plans—Non-Employee Director Restricted Stock Plan.” We also expect to reimburse all directors for reasonable out-of-pocket expenses they incur in connection with their service as directors.
Management Compensation and Incentive Plan isPlans
Our compensation policies are designed to enablemaximize shareholder value over the Companylong term. Through our compensation and incentive plans we seek to attract and retain select employees, officers and directors and motivate these individuals to devote their best efforts to our business and financial success.
The table below sets forth information about the compensation of our chief executive officer and each of our other executive officers for the year ended December 31, 2004.
| Annual Compensation | |||||||||||||||||||
| Other Annual | All Other | ||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus(1) | Compensation(2) | Compensation(3) | ||||||||||||||
| Mark R. Anderson | 2004 | $ | 352,000 | $ | 40,000 | $ | — | $ | 4,132 | ||||||||||
| Chairman and Director | |||||||||||||||||||
| C. Allen Bradley, Jr. | 2004 | 275,000 | 125,000 | — | 4,132 | ||||||||||||||
| President, Chief Executive Officer and Director | |||||||||||||||||||
| Geoffrey R. Banta | 2004 | 200,000 | 80,000 | — | 2,412 | ||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||||
| Arthur L. Hunt | 2004 | 215,000 | 80,000 | — | 4,132 | ||||||||||||||
| Executive Vice President, General Counsel and Secretary | |||||||||||||||||||
| Craig P. Leach | 2004 | 215,000 | 70,000 | — | 4,132 | ||||||||||||||
| Executive Vice President, Sales and Marketing | |||||||||||||||||||
| (1) | Reflects bonuses earned in 2004. In all cases, the bonuses were paid in 2005 and were accrued as of December 31, 2004. |
| (2) | Perquisites and other personal benefits received by our executive officers in 2004 are not included in the Summary Compensation Table because the aggregate amount of this compensation did not meet disclosure thresholds established under the SEC’s regulations. |
| (3) | Consists of (a) 401(k) plan matching contributions of $4,100 for Messrs. Anderson, Bradley, Hunt and Leach, and $2,380 for Mr. Banta, and (b) life insurance premiums paid by us in the amount of $32 for each of our executive officers. |
Our 2004 incentive compensation program consisted solely of cash bonuses. The cash bonuses awarded to our executive officers were determined by the compensation committee of our board of directors. The amount awarded to each executive officer was based upon several factors, including company performance as compared to our business plan, the performance of the executive officer in his area of responsibility and the overall profitability of our company.
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Option Grants in Last Fiscal Year
There were no options granted to our executive officers during the year ended December 31, 2004.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
There were no options exercised by our executive officers during the year ended December 31, 2004. The table below indicates for each of our executive officers the number of shares of our common stock underlying exercisable and unexercisable stock options granted under our 1998 Amended and Restated Stock Option and Restricted Stock Purchase Plan, or the 1998 equity incentive plan, and held on December 31, 2004. Based on an assumed initial public offering price of $ per share, none of our executive officers held unexercised in-the-money options on December 31, 2004.
| Number of Securities | Value of Unexercised | |||||||||||||||
| Underlying Unexercised | In-the-Money Options at | |||||||||||||||
| Options at Fiscal Year-End | Fiscal Year-End | |||||||||||||||
| Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
| Mark R. Anderson | 742,275 | 0 | — | — | ||||||||||||
| C. Allen Bradley, Jr. | 137,444 | 0 | — | — | ||||||||||||
| Geoffrey R. Banta | 0 | 0 | — | — | ||||||||||||
| Arthur L. Hunt | 204,924 | 0 | — | — | ||||||||||||
| Craig P. Leach | 174,925 | 0 | — | — | ||||||||||||
In June 2005, we terminated our 1998 equity incentive plan and cancelled all outstanding options under the 1998 equity incentive plan, including the options listed in the table above. See Note 13 and Note 22 to our audited financial statements.
2005 Equity Incentive Plans
| Equity Incentive Plan |
The purpose of our 2005 equity incentive plan is to attract and retain officers and other key employees and to provide them with appropriate incentives and rewards for superior performance. The Stock Incentive
PlanA summary of the provisions of the 2005 incentive plan is to be administeredset forth below. This summary is qualified in its entirety by the Compensation Committee. The Stock Incentive
Plan affordsdetailed provisions of the Compensation Committee2005 incentive plan, a copy of which has been filed as an exhibit to the flexibilityregistration statement of which this prospectus is a part. Our board of directors and shareholders will have approved the 2005 incentive plan prior to respond to changesthe closing of this offering.
Types of Awards and Eligibility. Our 2005 incentive plan permits awards in the competitive and legal environments, thereby protecting and enhancing the
Company's current and future ability to attract and retain officers and other
key employees and consultants.
The Stock Incentive Plan authorizes the grantingform of incentive stock options, to purchase
shares of Class A Common Stock ("Option Rights"), stock appreciation rights
("Appreciation Rights") and restricted shares ("Restricted Shares"). The terms
applicable to these various types of awards, including those terms that may be
established by the Compensation Committee when making or administering
particular awards, are set forthas defined in detail in the Stock Incentive Plan.
Summary of Stock Incentive Plan.
Shares Available Under the Stock Incentive Plan. Subject to adjustment as
provided in the Stock Incentive Plan, the number of shares of Class A Common
Stock that may be issued or transferred, plus the number of shares of Class A
Common Stock covered by outstanding awards granted under the Stock Incentive
Plan, shall not in the aggregate exceed 3,000,000.
Eligibility. Directors, officers and other salaried employees of the
Company or its subsidiaries may be selected by the Compensation Committee to
receive benefits under the Stock Incentive Plan. Under the Stock Incentive Plan,
the Company's Board of Directors (the "Board") may also make grants and further
provides that only the Board may award grants to members of the Compensation
Committee.
Option Rights. The Compensation Committee may grant Option Rights that
entitle the optionee to purchase shares of Class A Common Stock. The option
price is payable at the time of exercise (i) in cash or cash equivalents, (ii)
by the transfer to the Company of shares of Class A Common Stock that are
already owned by the optionee and have a value at the time of exercise equal to
the option price, (iii) with any other legal consideration the Compensation
Committee may deem appropriate, or (iv) by any combination of the foregoing
methods of payment. Any grant may provide for deferred payment of the option
price from the
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proceeds of sale through a broker of some or all of the shares of Class A Common
Stock to which the exercise relates.
Option Rights granted under the Stock Incentive Plan may be Option Rights
that are intended to qualify as "incentive stock options" within the meaning of
Section 422422(b) of the Internal Revenue Code of 1986, as amended (the "Code"),non-qualified stock options, restricted shares of common stock and restricted stock units. The maximum number of shares of common stock that may be issued pursuant to option grants and restricted stock and restricted stock unit awards under the 2005 incentive plan is million shares, subject to the authority of our board to adjust this amount in the event of a merger, consolidation, reorganization, stock dividend, stock split, combination of shares, recapitalization or Option Rights thatsimilar transaction affecting our common stock. Officers and other persons employed by or performing services for us are eligible to participate in the 2005 incentive plan. However, only employees (including our officers) can receive grants of incentive stock options.
Subject to completion of this offering, the compensation committee of our board of directors has approved grants of options to our officers and employees to purchase an aggregate of approximately shares of our common stock, including grants of options to purchase shares to Mr. Anderson, shares to Mr. Bradley, shares to Mr. Banta, shares to Mr. Hunt and shares to Mr. Leach. These options will have an exercise price equal to the initial public offering price of our common stock in this offering, and will be subject to pro rata vesting over a five-year period.
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Administration. The 2005 incentive plan will be administered by our compensation committee. Subject to the terms of the 2005 incentive plan, the compensation committee may select participants to receive awards, determine the types of awards and terms and conditions of awards, and interpret provisions of the 2005 incentive plan.
Stock Options. Stock options granted under the 2005 incentive plan will have an exercise price of not intended to so qualify. At or afterless than 100% of the fair value of our common stock on the date of grantgrant. However, any stock options granted to holders of any nonqualified Option Rights, the Compensation Committee may provide for
the paymentmore than 10% of dividend equivalents to the optionee on a current, deferred or
contingent basis or may provide that dividend equivalents be credited against
the option price. The Compensation Committee has the authority to specify at the
time Option Rights are granted that sharesour voting stock will have an exercise price of Class A Common Stock will not be
accepted in paymentless than 110% of the fair value of our common stock on the date of grant. Stock option price until they have been ownedgrants are exercisable, subject to vesting requirements determined by the optioneecompensation committee, for a specified period; however, the Stock Incentive Plan does not
require any such holding period and would permit immediate sequential exchangesperiods of shares of Class A Common Stock at the time of exercise of Option Rights.
No Option Right may be exercised more than 10up to ten years from the date of grant.
Each grant, must specifyexcept for any grants to holders of more than 10% of our voting stock, which will have exercise periods limited to a maximum of five years. Stock options generally expire 90 days after the conditions, includingcessation of an optionee’s service as and to the extent
determined by the Compensation Committee, the period of continuous employment or
continuous engagement of consulting services by the Company that are necessary
before the Option Rights will become exercisable, and may provide for the
earlier exercise of the Option Rights, including, without limitation, in the
event of a change in control of the Company or other similar transaction or
event. Successive grants may be made to the same optionee regardless of whether
Option Rights previously granted to him or her remain unexercised.
Appreciation Rights. Appreciation Rights granted under the Stock Incentive
Plan may be either free-standing or granted in tandem with Option Rights. An
Appreciation Right represents the right to receive from the Company the
difference (the "Spread"), or a percentage thereof not in excess of 100 percent,
between the base price per share of Class A Common Stockan employee. However, in the case of a
free-standing Appreciation Right,an optionee’s death or disability, the option price of the related Option
Right in the caseunexercised portion of a tandem Appreciation Right, andstock option remains exercisable for up to one year after the market value of the
Class A Commonoptionee’s death or disability. Stock on the date of exercise of the Appreciation Right. Tandem
Appreciation Rights may only be exercised at a time when the related Option
Right is exercisable and the Spread is positive, and the exercise of a tandem
Appreciation Right requires the surrender of the related Option Right for
cancellation. A free-standing Appreciation Right must have a base price that is
at least equal to the fair market value of a share of Class A Common Stock on
the date of grant, must specify the conditions, including as and to the extent
determined by the Compensation Committee, the period of continuous employment or
continuous engagement of consulting services and may not be exercised more than
10 years from the date of grant. Any grant of Appreciation Rights may specify
that the amount payable by the Company upon exercise may be paid in cash, shares
of Class A Common Stock or combination thereof and the Compensation Committee
may either reserve or grant to the recipient the right to elect among those
alternatives. The Compensation Committee may provide with respect to any grant
of Appreciation Rights for the payment of dividend equivalents thereon in cash
or Class A Common Stock on a current, deferred or contingent basis.
Restricted Shares. An award of Restricted Shares involves the immediate
transfer by the Company to a participant of ownership of a specific number of
shares of Class A Common Stock in consideration of the performance of services.
The participant is entitled immediately to voting, dividend and other ownership
rights in the shares of Class A Common Stock. The transfer may be made without
additional consideration or for consideration in an amount that is less than the
market value of the shares on the date of grant, as the Compensation Committee
may determine.
Restricted Shares may be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code for a period to be determined by
the Compensation Committee. An example would be a provision that the Restricted
Shares would be forfeited if the participant ceased to serve the Company as a
director, officer or other salaried employee during a specified period of years.
In order to enforce these forfeiture provisions, the transferability of
Restricted Shares will be prohibited or restricted in a manner and to the extent
prescribed by the Compensation Committee for the period during which the
forfeiture provisions are to continue. The Compensation Committee may provide
for a shorter period during which the forfeiture
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provisions are to apply, including, without limitation, in the event of a change
in control of the Company any or other similar transaction or event.
Transferability. Unless the agreement evidencing such grant provides
otherwise, no Option Right, or other "derivative security" within the meaning of
Rule 16b-3options granted under the Exchange Act will be2005 incentive plan are not transferable, by a participant except by will or the laws of descent and distributiondistribution.
Restricted Stock Awards. A restricted stock award is the grant or pursuantsale of common stock with restrictions on transferability, and subject to a qualified
domestic relations order,vesting as that term is defineddetermined by the compensation committee. Restricted stock awards under the Code2005 incentive plan may be made without additional consideration or the Employee
Retirement Income Security Act of 1974, as amended. Option Rights may not be
exercised duringin consideration for a participant's lifetime exceptpayment by the participant that is less than the fair value of our common stock on the date of grant. For as long as an award of restricted stock is subject to vesting, there is a risk of forfeiture if the individual leaves our employment prior to full vesting of the award. Restrictions may lapse separately or in combination at relevant times, such as after a specified period of employment or the satisfaction of pre-established criteria, in installments or otherwise, all as the compensation committee may determine. Except to the extent provided otherwise under the award agreement relating to the restricted stock award, a participant awarded restricted stock will have all of the rights of a shareholder, including, without limitation, the right to vote and the right to receive dividends. Restricted stock awards under the 2005 incentive plan cannot be transferred except as agreed by the compensation committee, and in accordance with applicable U.S. federal and state securities laws.
Restricted Stock Units. The compensation committee may authorize the grant or sale of restricted stock units subject to the conditions and restrictions, and for the restriction period, which will generally be at least one year, that it determines in its discretion. Each restricted stock unit is equivalent in value to one share of common stock and entitles the grantee to receive or purchase one share of common stock for each restricted stock unit at the end of the restriction period applicable to such restricted stock unit, subject to the fulfillment during the restriction period of such conditions as the compensation committee may specify. During the applicable restricted period for a given restricted stock unit, the grantee will not have any right to transfer the rights associated with the restricted stock units and will have no ownership or voting rights with respect to the restricted stock units or the underlying shares of common stock.
Amendment or Termination. While our board of directors may terminate or amend the 2005 incentive plan at any time, no amendment may adversely impair the rights of participants with respect to outstanding awards. In addition, an amendment will be contingent upon approval of our shareholders to the extent required by law or if the amendment would increase the aggregate number of shares of common stock for awards under the 2005 incentive plan, decrease the minimum exercise price or change the class of employees eligible to receive incentive stock options under the plan. Unless terminated earlier, the 2005 incentive plan will terminate in 2015, but will continue to govern unexpired awards.
Change of Control. At the discretion of the compensation committee at the time of award, agreements for option, restricted stock and restricted stock unit awards may contain provisions providing
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for the acceleration of the options, restricted stock or restricted stock units upon a change of control of our company.
| Non-Employee Director Restricted Stock Plan |
The purpose of our 2005 non-employee director restricted stock plan is to attract and retain qualified directors. A summary of the provisions of the 2005 non-employee director plan is set forth below. This summary is qualified in its entirety by the detailed provisions of the 2005 non-employee director plan, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. Our board of directors and shareholders will have approved the 2005 non-employee director plan prior to the closing of this offering.
Type of Award and Eligibility. The 2005 non-employee director plan provides for the automatic grant of restricted stock awards to our non-employee directors. The aggregate number of shares of restricted stock that may be issued under the plan is shares, subject to the authority of our board to adjust this amount in the event of his or her incapacity, by his or her guardian or legal representative
acting in a fiduciary capacity on behalf of the participant under the state law
and court supervision.
Adjustments. The maximum numbermerger, consolidation, reorganization, stock dividend, stock split, combination of shares, of Class A Common Stock that mayrecapitalization or similar transaction affecting our common stock.
Administration and Terms. The 2005 non-employee director plan will be issued or transferred under the Stock Incentive Plan, the number of shares
covered by outstanding awards and the option prices per share applicable
thereto, are subject to adjustment in the event of stock dividends, stock
splits, combinations of shares, recapitalizations, mergers, consolidations,
spin-offs, reorganizations, liquidations, issuances of rights or warranties, and
similar transactions or events. In the event of any such transaction or event,
the Compensation Committee may in its discretion provide in substitution for any
or all outstanding awards under the Stock Incentive Plan such alternative
consideration as it may in good faith determine to be equitable in the
circumstances and may require the surrender of all awards so replaced.
Administration. The Stock Incentive Plan is administered by the Compensation Committee. In connection with its administrationcompensation committee of the Stock
Incentive Plan, the Compensation Committee is authorized to interpret the Stock
Incentive Plan and related agreements and other documents. The Compensation
Committee may make grants to participants under any or a combinationour board of all of
the various categories of awards that are authorized under the Stock Incentive
Plan and may provide for special terms fordirectors. Restricted stock awards to participants whonon-employee directors are foreign nationals, asgenerally subject to terms including non-transferability, immediate vesting upon death or total disability of a director, forfeiture of unvested shares upon termination of service by a director and acceleration of vesting upon a change of control of our company.
Automatic Grants. Under the Compensation Committee may consider necessary or
appropriate2005 non-employee director plan, each non-employee director will automatically be granted a restricted stock award for a number of full shares equal to accommodate differences in local law, tax policy or custom.
Amendments. The Stock Incentive Plan may be amended from time to time$10,000 divided by the Compensation Committee, but without further approval by the shareholdersclosing price of the Company no such amendment (unless expressly allowed pursuant to the
adjustment provisions described above) may cause Rule 16b-3 under the Exchange
Act to cease to be applicable to the Stock Incentive Plan.
Federal Income Tax Consequences. The following is a brief summary of
certain of the federal income tax consequences of certain transactions under the
Stock Incentive Plan based on federal income tax laws in effectour common stock on the date of this Prospectus. This summaryour annual shareholders meeting at which the non-employee director is not intended to be exhaustive and does not
describe stateelected or local tax consequences.
Nonqualified Option Rights. In general: (i) no income will be recognized by
an optionee atis continuing as a member of the timeboard. If a nonqualified Option Rightnon-employee director is granted; (ii) at the time
of exercise of a nonqualified Option Right, ordinary income will be recognized
by the optionee in an amount equalelected to the difference between the option price
paid for the shares of Class A Common Stock and the fair market value of such
shares if they are nonrestricted on the date of exercise; and (iii)board other than at the time
of sale of shares acquired pursuantan annual shareholders meeting to the exercise offill a nonqualified Option
Right, any appreciation (or depreciation)vacancy or a directorship resulting from an increase in the valuenumber of such shares afterdirectors, the
date of exercise will be treated as either short-term capital gain (or loss)
depending on how long the shares of Class A Common Stock have been held.
Incentive Stock Options. No income generally will be recognized by an
optionee upon the grant or exercise of an incentive stock option. If shares of
Class A Common Stock are issued to an optionee pursuant to the exercise of an
incentive stock option and no disqualifying disposition of the shares is made by
the optionee within two years after the date of grant or within one year after
the transfer of the shares to the optionee, then upon the sale of the shares any
amount realized in excess of the option price will be taxed to the optionee as
long-term capital gain and any loss sustained will be long-term capital loss.
If shares of Class A Common Stock acquired upon the exercise of an
incentive stock option are disposed of prior to the expiration of either holding
period described above, the optionee generally will recognize ordinary income in
the year of disposition in an amount equal to any excess of the fair market
value of the
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shares of Class A Common Stock at the time of exercise (or, if less, the amount
realized on the disposition of the shares in a sale or exchange) over the option
price paid for the shares. Any further gain (or loss) realized by the optionee
generally will be taxed as short-term or long-term capital gain (or loss)
depending on the holding period.
Restricted Shares. A recipient of Restricted Shares generally will be
subject to tax at ordinary income rates on the fair market value of the
Restricted Shares reduced by any amount paid by the recipient at such time as
the shares are no longer subject to a risk of forfeiture or restrictions on
transfer for purposes of Section 83 of the Code. However, a recipient who so
elects under Section 83(b) of the Code within 30 days of the date of transfer of
the shares will have taxable ordinary income on the date of transfer of the
shares equal to the excess of the fair market value of the shares (determined
without regard to the risk of forfeiture or restrictions on transfer) over any
purchase price paid for the shares. If a Section 83(b) election has not been
made, any non-restricted dividends received with respect to Restricted Shares
that are subject at that time to a risk of forfeiture or restrictions on
transfer generally will be treated as compensation that is taxable as ordinary
income to the recipient.
Special Rules Applicable to Officers and Directors. In limited
circumstances where the sale of shares of Class A Common Stock that are received
as the result of a grant of an award could subject an officer or director to
suit under Section 16(b) of the Exchange Act, the tax consequences to the
officer or director may differ from the tax consequences described above. In
these circumstances, unless a special election has been made, the principal
difference usually will be to postpone valuation and taxation of the shares of
Class A Common Stock received so long as the sale of shares of Class A Common
Stock received could subject the officer or director to suit under Section 16(b)
of the Exchange Act, but no longer than six months.
Tax Consequences to the Company. To the extent that a participant
recognized ordinary income in the circumstance described above, the Company or
subsidiary for which the participant performs services will be entitled to a
corresponding deduction provided that, among other things, the income meets the
test of reasonableness, is an ordinary and necessary business expense, is not
subject to the annual compensation limitation set forth in Section 162(m) of the
Code and is not "excess parachute payment" within the meaning of Section 280G of
the Code.
Awards. Option Rights with respect to a total of 600,000 shares of Class A
Common Stock have been granted under the Stock Incentive Plan, including Option
Rights granted to executive officers of the Company as set forth in the table
below. The Option Rights are exercisable at a price equal to $12.00 per share
and vest in equal increments on each of the first five anniversaries of the date
of grant.
In addition, an aggregate of 60,000 Option Rights have been granted to certain
non-executive employees of the Company on the same terms as the grants to
executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to August 1996, the Company did not have a Compensation Committee or
other committee of the Board of Directors performing similar functions.
Decisions concerning compensation of executive officers of the Company were made
by the Company's Board of Directors. After the Offering, compensation decisions
will be made by the Compensation Committee, currently consisting of Messrs.
Jessee and Spence.
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DIRECTOR COMPENSATION
Directors who are employees of the Company will not be paid any fees or
additional compensation for service as members of the Board of Directors or any
committee thereof. Each non-employee director will receive $3,500 for each
meeting of the Board of Directors attended. Upon completion of the Offering,
non-employee directors will also receive a pro-rated grant of 3,000 Restricted Shares
underrestricted stock based upon the Stock Incentive Plan. Such grantnumber of whole months he or she will vest ratably over a three-year
period with 1,000 shares vesting onserve until the first anniversary of the most recent annual shareholders meeting and using the closing price of our common stock on the date of grant. Upon completion of this offering, our non-employee directors will receive their initial grants of restricted stock pro-rated for the number of whole months between the closing date of this offering and June 1, 2006 and using the initial public offering price of our common stock in this offering. Each restricted stock award will vest on the date of the next annual shareholders meeting following the date of grant, subject to the non-employee director’s continued service.
Employment Agreements
The following information summarizes the employment agreements for our chief executive officer and 1,000 shares vestingour other executive officers.
Mark R. Anderson. We have an employment agreement with Mr. Anderson that expires on January 1, 2007, unless extended. Beginning January 1, 2007, the term of this agreement is automatically extended for an additional one year term unless either party delivers notice to the other party of its intention not to extend the term. During the term, Mr. Anderson will serve as Chairman of our board. The agreement provides for an annual base salary of no less than $200,000 during 2005 and $175,000 during 2006 and subsequent years. Mr. Anderson is also entitled to receive an annual bonus, if any, in an amount determined by our compensation committee and may participate in present and future benefit, pension and profit sharing plans that are provided to our executive officers from time to time.
If we terminate Mr. Anderson’s employment without cause, as defined in his employment agreement, prior to January 1, 2007, he will be entitled to receive his base salary, bonus and any other
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benefits to which he is entitled in the same manner, method, terms and installments up to and ending on January 1, 2007 as if his employment had not been terminated before that date. In addition, Mr. Anderson has agreed during the term of his employment by us not to engage in any business competitive with us or solicit our employees, agents, consultants or policyholders without our prior written consent. Under the terms of his agreement, Mr. Anderson is permitted to engage in other business activities not related to the business and interests of our company, so long as such business activities do not create any conflict of interest with us.
Other executive officers. We have an employment agreement with each of Messrs. Bradley, Banta, Hunt and Leach. Each agreement expires on January 1, 2008, unless extended. Beginning January 1, 2008, the next two succeeding anniversaries.term of each agreement is automatically extended for an additional one year term unless either party delivers notice to the other party of its intention not to extend the term. The agreements provide for an annual base salary of no less than $275,000 for Mr. Bradley, $200,000 for Mr. Banta and $215,000 for each of Mr. Hunt and Mr. Leach. They are also entitled to receive an annual bonus in an amount, if any, determined by our compensation committee. Each executive officer may participate in present and future benefit, pension and profit sharing plans that are provided to our executive officers from time to time.
If we terminate the employment of Messrs. Bradley, Banta, Hunt or Leach without cause, as defined in the employment agreements, the terminated executive officer will be entitled to receive his base salary for a non-employee director's membership onperiod of 12 months (or, in the Boardcase of Directors of the Company is
terminated for any reason, the shares of restricted Class A Common Stock that
have not yet vested as ofMr. Bradley, 18 months) payable in regular installments after the date of suchhis termination. In addition, we have agreed to pay each executive officer the actual cost of continuing health coverage premiums for a period of 12 months (or, in the case of Mr. Bradley, 18 months) after the date of his termination. Each of these executive officers has further agreed during the term of his employment by us not to engage in any business competitive with us or solicit our employees, agents, consultants or policyholders without our prior written consent. If Messrs. Bradley, Banta, Hunt or Leach are terminated by us without cause, the prohibitions on engaging in competitive activities or soliciting our employees, agents, consultants or policyholders extend for a period of 12 months (or, in the case of Mr. Bradley, 18 months) after the date of termination. If these executive officers are terminated by us with cause or as a result of a resignation, as defined in the employment agreements, or if an executive officer elects not to renew the term of his employment agreement, we have the option to extend the restriction on engaging in competitive activities or soliciting our employees, agents, consultants or policyholders for a period of 12 months (or, in the case of Mr. Bradley, 18 months) after the date of termination will be forfeited. See
"-- Stock Incentive Plan" above. Allor non-renewal by (a) delivering a written notice to the executive officer within 180 days after his termination or non-renewal stating that we irrevocably exercise the option, and (b) paying his base salary and the actual cost of his COBRA continuing health coverage premiums for a period of 12 months (or, in the case of Mr. Bradley, 18 months) after the date of his termination or non-renewal.
Limitations of Liability and Indemnification of Directors and Officers
As permitted by Texas law, our articles of incorporation provide that our directors will not be reimbursedpersonally liable to us or our shareholders for travelor with respect to any acts or omissions in the performance of such person’s duties as a director to the fullest extent permitted by applicable law. Our articles of incorporation and other relatedbylaws provide that we must indemnify our directors and officers to the fullest extent permitted by Texas law. Our bylaws further provide that we must pay or reimburse reasonable expenses incurred by one of our directors or officers who was, is or is threatened to be made a named defendant or respondent in attending meetingsa proceeding to the maximum extent permitted under Texas law. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers.
We have entered into indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify the director or officer to the fullest extent permitted by Texas law, including indemnification for judgments, penalties, fines, settlements and
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reasonable expenses actually incurred by the director or officer in any action or proceeding, including any action by or in our right, arising out of the Boardperson’s services as our director or officer or as the director or officer of Directorsany subsidiary of ours or any committee thereof.
other company or enterprise to which the person provides services at our request. We have been informed that, in the opinion of the SEC, personal liability of directors for violation of the federal securities laws cannot be limited and that indemnification by us for any such violation is unenforceable.
The indemnification provisions contained in our articles of incorporation and bylaws are in addition to any other right that a person may have or acquire under any statute, bylaw, resolution of shareholders or directors or otherwise. We maintain insurance on behalf of our directors and officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of their service in these capacities.
We are not aware of any pending or threatened litigation or proceeding involving any of our directors, officers, employees or agencies in which indemnification would be required or permitted. We believe that the provisions of our articles of incorporation and bylaws and our indemnification agreements are necessary to attract and retain qualified persons to serve as directors and officers of our company.
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PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certaintables below contain information regardingabout the beneficial ownership of our common stock and our Series C convertible preferred stock prior to and following the Common Stockcompletion of this offering for:
| • | each of our directors and director nominees; | |
| • | each of our executive officers; | |
| • | all directors and executive officers as a group; | |
| • | each beneficial owner of more than five percent of our common stock or Series C convertible preferred stock; and | |
| • | each of the selling shareholders. |
The tables below list the number of shares and percentage of shares beneficially owned based on 21,581,864 shares of our common stock and 300,000 shares of our Series C convertible preferred stock outstanding as of July 31, 1996 by: (i) eachOctober 1, 2005. Holders of our Series C convertible preferred stock are entitled to vote on all matters to be voted on by our shareholders and vote as a single class with the holders of our common stock.
Beneficial ownership of our common stock and Series C convertible preferred stock is determined in accordance with the rules of the Company's
directorsSEC, and Named Officers; (ii) all executive officers and directors of the
Company as a group; and (iii) each person known by the Companygenerally includes voting power or investment power with respect to be the
beneficial owner of more than five percent of the outstanding Common Stock.securities held. Except as otherwise noted, each ofindicated and subject to applicable community property laws, to our knowledge the holders listedpersons named in the tables below hashave sole voting
power and investment power over the shares beneficially owned.
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(1) Allwith respect to all shares of Common Stockcommon stock or Series C convertible preferred stock shown as beneficially owned by Messrs. Morristhem.
Directors, Director Nominees and AndersonExecutive Officers
| Beneficial Ownership | Beneficial Ownership | |||||||||||||||||||||||
| Prior to the Offering | After the Offering | |||||||||||||||||||||||
| Percentage of | Percentage | Percentage of | Percentage | |||||||||||||||||||||
| Number of | Outstanding | of Total | Number of | Outstanding | of Total | |||||||||||||||||||
| Name of Beneficial Owner | Shares | Shares | Vote(1) | Shares | Shares(2) | Vote(1) | ||||||||||||||||||
Common Stock: | ||||||||||||||||||||||||
| Mark R. Anderson | 536,548 | 2.5 | % | 2.1 | % | |||||||||||||||||||
| C. Allen Bradley, Jr. | 28,302 | * | * | |||||||||||||||||||||
| Jared A. Morris(3) | 3,442,823 | 16.0 | % | 13.4 | % | |||||||||||||||||||
| Paul B. Queally(4)(5) | 9,135 | * | * | |||||||||||||||||||||
| Sean M. Traynor(5) | 100 | * | * | |||||||||||||||||||||
| Austin P. Young III | 0 | — | — | |||||||||||||||||||||
| 0 | — | — | ||||||||||||||||||||||
| Geoffrey R. Banta | 0 | — | — | |||||||||||||||||||||
| Arthur L. Hunt | 51,887 | * | * | |||||||||||||||||||||
| Craig P. Leach | 56,604 | * | * | |||||||||||||||||||||
| All directors and executive officers as a group (10 persons) | 4,125,399 | 19.1 | % | 16.0 | % | |||||||||||||||||||
| * | Less than 1%. |
| (1) | Combined voting power of common stock and Series C convertible preferred stock. Each share of common stock is entitled to one vote and each share of Series C convertible preferred stock is entitled to one vote for each share of common stock into which it is convertible. Upon completion of this offering and based on an assumed initial public offering price of $ per share, which is the mid-point of the price range set forth on the cover page of this prospectus, the |
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| conversion price used to determine the number of shares of our common stock into which each share of Series C convertible preferred stock is convertible will be reduced from $7.24308 per share to $ per share. | |
| (2) | Percentage assumes that shares of our outstanding Series A preferred stock are exchanged for shares of common stock upon completion of this offering. For additional information about the exchange of Series A preferred stock, see “Description of Capital Stock” below. |
| (3) | All shares are beneficially owned through the Jared Morris 1997 Trust, of which Jared Morris is a trustee. The address for the Jared Morris 1997 Trust is 5000 Quorum Drive, Suite 200, Dallas, Texas 75254. |
| (4) | Includes 9,135 shares of common stock and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock. |
| (5) | Paul B. Queally is a general partner of the sole general partner of Welsh, Carson, Anderson & Stowe VII, L.P., or WCAS VII. Sean M. Traynor is a general partner equivalent of certain funds managed by Welsh, Carson, Anderson & Stowe, L.P. Each of Mr. Queally and Mr. Traynor may be deemed to have shared voting and investment power with respect to the securities held by Welsh Carson. |
Other Five Percent Holders
| Beneficial Ownership | Beneficial Ownership | |||||||||||||||||||||||
| Prior to the Offering | After the Offering(1) | |||||||||||||||||||||||
| Percentage of | Percentage | Percentage of | Percentage | |||||||||||||||||||||
| Number of | Outstanding | of Total | Number of | Outstanding | of Total | |||||||||||||||||||
| Name of Beneficial Owner | Shares | Shares | Vote(2) | Shares | Shares(3) | Vote(2) | ||||||||||||||||||
Common Stock: | ||||||||||||||||||||||||
| Welsh Carson(4) | 14,568,060 | 67.5 | % | 56.6 | % | |||||||||||||||||||
| Abbott Capital 1330 Investors I, L.P.(5) | 2,761,256 | 11.3 | % | 10.7 | % | |||||||||||||||||||
| Teachers Insurance and Annuity Association of America(6) | 2,761,256 | 11.3 | % | 9.7 | % | |||||||||||||||||||
| Sprout Group(7) | 1,673,830 | 7.8 | % | 6.5 | % | |||||||||||||||||||
Series C Convertible Preferred Stock: | ||||||||||||||||||||||||
| Abbott Capital 1330 Investors I, L.P.(5) | 200,000 | 66.7 | % | 10.7 | % | 200,000 | 66.7 | % | ||||||||||||||||
| Northwestern Mutual Life Insurance Company(8) | 50,000 | 16.7 | % | 2.7 | % | 50,000 | 16.7 | % | ||||||||||||||||
| Jackson National Life Insurance Company(9) | 49,251 | 16.4 | % | 2.6 | % | 49,251 | 16.4 | % | ||||||||||||||||
| (1) | Beneficial ownership after the offering assumes that the underwriters do not exercise the option to purchase additional shares. |
| (2) | Combined voting power of common stock and Series C convertible preferred stock. Each share of common stock is entitled to one vote and each share of Series C convertible preferred stock is entitled to one vote for each share of common stock into which it is convertible. Upon completion of this offering and based on an assumed initial public offering price of $ share, which is the mid-point of the price range set forth on the cover page of this prospectus, the conversion price used to determine the number of shares of our common stock into which each share of Series C convertible preferred stock is convertible will be reduced from $7.24308 per share to $ per share. |
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| (3) | Percentage assumes that shares of our outstanding Series A preferred stock are exchanged for shares of common stock upon completion of this offering. For additional information about the exchange of Series A preferred stock, see “Description of Capital Stock” below. |
| (4) | Represents (a) 14,452,624 shares of common stock held by Welsh, Carson, Anderson & Stowe VII, L.P., or WCAS VII, and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock, and (b) 115,436 shares of common stock held by WCAS Healthcare Partners, L.P., or WCAS HP, and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock. Each of the following general partners of WCAS VII and, in the case of Mr. Welsh and Mr. Carson, WCAS HP may be deemed to have shared voting and investment power with respect to the securities held by Welsh Carson and, in addition, beneficially owns shares of common stock, if any, as indicated parenthetically: Patrick J. Welsh (115,436 shares held by The Patrick Welsh 2004 Irrevocable Trust), Russell L. Carson (115,436 shares), Bruce K. Anderson (115,436 shares held by The Bruce K. Anderson 2004 Irrevocable Trust), Thomas A. McInerney (23,087 shares), Robert A. Minicucci (8,658 shares), Paul B. Queally (9,135 shares), Anthony J. DeNicola (4,617 shares) and Jonathan M. Rather. Sean M. Traynor beneficially owns 100 shares of common stock and is a general partner equivalent of certain funds managed by Welsh, Carson, Anderson & Stowe, L.P. Mr. Traynor may be deemed to have shared voting and investment power with respect to the securities held by Welsh Carson. The address for these Welsh Carson entities is 320 Park Avenue, Suite 2500, New York, New York 10022. |
| (5) | Beneficial ownership prior to the offering includes 2,761,256 shares of common stock that may be acquired pursuant to the conversion of Series C convertible preferred stock. Beneficial ownership after the offering includes shares of common stock that may be acquired pursuant to the conversion of Series C convertible preferred stock. The address for Abbott Capital 1330 Investors I, L.P. is c/o Abbott Capital Management, LLC, 1211 Avenue of the Americas, Suite 4300, New York, New York 10036. |
| (6) | Beneficial ownership prior to the offering includes 2,761,256 shares of common stock that may be acquired pursuant to the conversion of Series D convertible preferred stock into non-voting common stock, and the subsequent conversion of the non-voting common stock into common stock. Beneficial ownership after the offering includes shares of common stock that may be acquired pursuant to the conversion of Series D convertible preferred stock into non-voting common stock, and the subsequent conversion of the non-voting common stock into common stock. The address for Teachers Insurance and Annuity Association of America is 730 Third Avenue, New York, New York 10017. |
| (7) | Represents (a) 658,340 shares of common stock held by Sprout Growth II, L.P., and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock, (b) 805,277 shares of common stock held by Sprout Capital VII, L.P., and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock, (c) 9,355 shares of common stock held by Sprout CEO Fund, L.P., and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock; (d) 33,476 shares of common stock held by DLJ Capital Corporation, and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock; and (e) 167,382 shares of common stock held by DLJ First ESC, L.P., and an additional shares of common stock to be acquired upon completion of the offering upon the exchange of shares of Series A preferred stock. The address for these entities is c/o Sprout Group, 11 Madison Avenue, 13th Floor, New York, New York 10010. |
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| (8) | Northwestern Mutual Life Insurance Company has informed us that Northwestern Investment Management Company, LLC (“NMIC”) is its investment advisor with respect to its shares. NMIC may therefore be deemed to be an indirect beneficial owner with shared voting and investment control over these shares. Mark Kishler is a portfolio manager for NMIC and manages the portfolio that holds the shares owned by Northwestern Mutual Life Insurance Company. Prior to and after the offering, the number of shares of common stock to be issued upon conversion of the shares of Series C convertible preferred stock will represent less than five percent of both the outstanding shares of common stock and the percentage of total vote. The address for Northwestern Mutual Life Insurance Company is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. |
| (9) | Prior to and after the offering, the number of shares of common stock to be issued upon conversion of the shares of Series C convertible preferred stock will represent less than five percent of both the outstanding shares of common stock and the percentage of total vote. The address for Jackson National Life Insurance Company is c/o PPM America, Inc., 225 West Wacker Drive, Chicago, Illinois 60606. |
Selling Shareholders
To the extent the underwriters sell more than shares of Class B Common Stock, representing respectively 98.4% and
1.6%our common stock, the selling shareholders have granted the underwriters a 30-day option to purchase up to additional shares of common stock at the initial public offering price, less the underwriting discount, to cover over-allotments, if any. We will not receive any of the outstanding Class B Common Stock both before and afterproceeds from the Offering. Excludes 6,000sale of shares of Class A Common Stock to be issued to
non-employee directorsby the selling shareholders. The table below assumes the over-allotment option is exercised in full.
Each of the Companyselling shareholders acquired the common shares offered for resale in connection with our recapitalization transactions in 1997 and 1998. They also acquired shares in 2004 upon completionthe exercise of the Offering
pursuant to the Stock Incentive Plan.
(2) Mr. Morris' business address is 5550 LBJ Freeway, Suite 901, Dallas, Texas
75240.
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CERTAIN TRANSACTIONS AND RELATIONSHIPS
REGISTRATION RIGHTS AGREEMENT
Inwarrants issued in connection with the Offering, the Company granted certain registration
rights to Messrs. Morris1997 and Anderson. See "Description of Capital
Stock -- 1998 transactions.
| Beneficial Ownership | ||||||||||||||||||||
| Number of | Number of Common | After the Offering | ||||||||||||||||||
| Common Shares | Shares to be Sold if | Percentage of | ||||||||||||||||||
| Beneficially Owned | Over-Allotment Option | Number of | Outstanding | Percentage of | ||||||||||||||||
| Selling Shareholder | Prior to the Offering | Exercised in Full | Shares | Shares(1) | Total Vote(2) | |||||||||||||||
| Welsh Carson | 14,568,060 | |||||||||||||||||||
| Sprout Group(3) | 1,673,830 | |||||||||||||||||||
| * | Less than 1%. |
| (1) | Percentage assumes that shares of our outstanding Series A preferred stock are exchanged for shares of common stock upon completion of this offering. For additional information about the exchange of Series A preferred stock, see “Description of Capital Stock” below. |
| (2) | Combined voting power of common stock and Series C convertible preferred stock. Each share of common stock is entitled to one vote and each share of Series C convertible preferred stock is entitled to one vote for each share of common stock into which it is convertible. Upon completion of this offering and based on an assumed initial public offering price of $ share, which is the mid-point of the price range set forth on the cover page of this prospectus, the conversion price used to determine the number of shares of our common stock into which each share of Series C convertible preferred stock is convertible will be reduced from $7.24308 per share to $ per share. |
| (3) | Sprout Group has informed us that it is an affiliate of a registered broker-dealer. In addition, Sprout Group has informed us that it purchased the common shares offered for resale in the ordinary course of business and, at the time of purchase, had no agreements or understandings to distribute the common shares. |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Registration Rights."
TAX ALLOCATION AGREEMENT
The Company hasRights Agreement
We have entered into a Tax Allocation Agreementregistration rights agreement with the Distributed Subsidiariesholders of our convertible preferred stock and certain holders of our common stock, including Mark R. Anderson, Paul B. Queally, Sean M. Traynor, the Jared Morris 1997 Trust, Welsh Carson and Sprout Group. Under the registration rights agreement, these holders may require us to provide for (i)register any or all of their shares of common stock (including shares of common stock issuable upon conversion of our outstanding convertible preferred stock) under the allocationSecurities Act of payments1933, or the Securities Act, upon the request of:
| • | the holders of a majority of certain shares of our common stock, including shares held by Paul B. Queally, Sean M. Traynor, Welsh Carson and Sprout Group; | |
| • | the holders of 33% of the shares of our common stock previously issued upon exercise of certain warrants issued by us in 1998, including shares held by Paul B. Queally, Welsh Carson and Sprout Group; or | |
| • | beginning 180 days after this offering, the holders of a majority of our convertible preferred stock. |
In addition, the holders of taxes
for periods during whichour convertible preferred stock and common stock that are party to the Company (or any of its affiliatesregistration rights agreement have the right to request that we:
| • | register shares of their common stock (including shares of common stock issuable upon conversion of our outstanding convertible preferred stock) with an anticipated aggregate sale price of at least $1.0 million under the Securities Act on a Form S-3 registration statement; and | |
| • | include shares of their common stock in any registration statement whenever we propose to register our common stock under the Securities Act. |
We have agreed to pay all expenses, other than underwriting discounts and commissions, in connection with these registrations, including legal and accounting fees incurred by the Distributed Subsidiariescompany, printing costs and the direct and indirect subsidiaries thereof) and
anyfees of the Distributed Subsidiaries or the direct or indirect subsidiaries
thereof are included in the same consolidated group for federal income tax
purposes, or the same consolidated, combined or unitary returns for state, local
or foreign tax purposes, (ii) the allocation of responsibilityone law firm for the filingselling shareholders. In addition, we have agreed to indemnify these holders of tax returns,our common stock and convertible preferred stock against certain liabilities, including liabilities under the conductingSecurities Act.
Stockholders Agreements
We have entered into stockholders agreements with certain holders of tax audits andour capital stock, including Mark R. Anderson, Paul B. Queally, the handling of tax controversies,
and (iii) various related matters.
SERVICES AGREEMENT
In connection with the Reorganization, theJared Morris 1997 Trust, Welsh Carson, Sprout Group, Abbott Capital 1330 Investors I, L.P., Northwestern Mutual Life Insurance Company, Jackson National Life Insurance Company and Auto One Acceptance
Corporation ("AOAC"), which will be owned by Messrs. MorrisTeachers Insurance and Anderson
following the Reorganization, entered into a services agreement (the "Services
Agreement"), pursuant to which the Company will continue to provide various
services to AOAC, including payroll, human resources, legal, internal audit,
benefits administration and similar administrative and management services that
the Company has historically provided to AOAC. For such services, AOAC will pay
the Company a feeAnnuity Association of $40,000 per month. The Services Agreement is terminable by
either the Company or AOAC on 90 days prior notice, provided however, that
neither party may terminate the Services Agreement prior to the first
anniversary date of the Offering. As a result of the Company's affiliation with
AOAC, the terms of the Services Agreement were not, and the terms of any future
amendments to the Services Agreement may not be, the result of arm's-length
negotiation.
EXECUTIVE OFFICE LEASE
The Company subleases its 2,500 square foot executive offices in Dallas,
Texas from AOAC.America. Under the terms of the sublease,stockholders agreements, the Companyparties thereto have agreed, among other things, to vote to elect certain persons to our board. Welsh Carson’s designees are Paul B. Queally and Sean M. Traynor. In accordance with their terms, the stockholders agreements will pay to AOAC
lease paymentterminate upon completion of $3,700 per month. The sublease may be terminated by either
party upon 90 days' written notice.
AIRCRAFT AGREEMENT
The Company and AOACthis offering.
Concentra Inc.
We have entered into an aircraft agreement (the "Aircraft
Agreement")arm’s length agreements with certain subsidiaries of Concentra Inc., pursuant to which AOAC may usethey provide us with health care management, cost containment and claims management services. Affiliates of our principal shareholder, Welsh Carson, beneficially own a majority of the aircraft owned byoutstanding shares of common stock of Concentra. Two of our directors, Paul B. Queally and Sean M. Traynor, are general partners of Welsh Carson. In addition, Mr. Queally is the Company for
travel by AOAC's senior management inChairman of the course of AOAC's businesses. AOAC will
be charged a fee for the use of such aircraft at a rate of $5,000 per month plus
an additional amount based on the number of nautical miles traveled. The
Aircraft Agreement has an initial term of one yearBoard and may be terminated
thereafter by either party on 90 days' written notice.
TRANSACTIONS WITH BANC ONE CORPORATION
Daniel J. Jessee, a director of Concentra. Under the Company, is a memberterms of the investment
committeethese agreements, we made aggregate payments to subsidiaries of Banc One Capital Partners II, Ltd., the lender under the Company's
existing credit agreement. Banc One Capital Corporation, a subsidiaryConcentra of Banc
One Corporationapproximately $2.3 million, $1.6 million and of which Mr. Jessee is Vice Chairman, received a fee of
$125,000 from the Company for its services$0.8 million in the arrangement2004, 2003 and placement of
this credit agreement. Borrowings under this credit agreement will be repaid in
full with a portion of the proceeds of this Offering. See "Use of Proceeds."
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2002, respectively.
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DESCRIPTION OF CAPITAL STOCK
GENERAL
The
Upon completion of this offering, we will be authorized to issue shares of capital stock, consisting of:
shares of preferred stock, par value $0.01 per share, of which:
| • | 1,500,000 shares are designated as Series A preferred stock; | |
| • | 1,500,000 shares are designated as Series B preferred stock; | |
| • | 300,000 shares are designated as Series C convertible deferred pay preferred stock; | |
| • | 200,000 shares are designated as Series D non-voting convertible deferred pay preferred stock; and | |
| • | 500,000 shares are designated as Series E preferred stock; |
| • | shares of common stock, par value $0.01 per share; and | |
| • | 5,000,000 shares of convertible non-voting common stock, par value $0.01 per share. |
As of October 1, 2005, the following shares of our capital stock were outstanding:
| • | 848,082 shares of Series A preferred stock; | |
| • | 300,000 shares of Series C convertible preferred stock; | |
| • | 200,000 shares of Series D convertible preferred stock; | |
| • | 35,930 shares of Series E preferred stock; and | |
| • | 21,581,864 shares of common stock. |
There are no shares of Series B preferred stock or non-voting common stock outstanding. There were 46 holders of record of our common stock as of October 1, 2005.
In connection with this offering, our articles of incorporation require that we use proceeds from the offering to redeem all outstanding shares of Series E preferred stock and 50% of the Company consists of 100,000,000net proceeds, or approximately $ million, to redeem outstanding shares of ClassSeries A Common Stock, par value $.01 per share, 100,000,000preferred stock, unless our board of directors determines in good faith that the preferred stock redemption would cause us not to maintain our current A.M. Best rating or would contravene applicable law. In addition, as permitted under our articles of incorporation, the holders of our Series A preferred stock have elected to exchange any remaining shares of Class B
Common Stock, par value $.01 per share, and 25,000,000Series A preferred stock outstanding after the redemption for shares of Preferred
Stock, par value $.01 per share. As of the dateour common stock. Upon completion of this Prospectusoffering and withoutafter giving effect to the sale of shares by us and the redemption and/or exchange of all outstanding shares of Classour Series A Common Stock to be sold in the Offering,
there were nopreferred stock and Series E preferred stock, we expect shares of Class A Common Stock, 17,400,000our common stock, 300,000 shares of Classour Series C convertible preferred stock and 200,000 shares of Series D convertible preferred stock will be outstanding. No shares of our Series A preferred stock, Series B preferred stock, Series E preferred stock or non-voting common stock will be outstanding upon completion of this offering.
The following summary of certain provisions of our common stock and convertible preferred stock is qualified in its entirety by the detailed provisions of our articles of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, and by the provisions of applicable law. See “Where You Can Find More Information.”
Common Stock and no sharesNon-Voting Common Stock
Voting. Each holder of Preferred Stock issued and outstanding. All
outstanding shares of Class B Common Stock are, and the shares of Class A Common
Stock offered hereby will be, upon payment thereof, fully paid and
nonassessable. The Class A Common Stock and the Class B Common Stock are
referred to in this Prospectus collectively as the "Common Stock."
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
Voting Rights. Each share of Class A Common Stockour common stock is entitled to one vote andfor each share of Class B Common Stock is entitled to ten votes on all matters submitted to a vote of the shareholders. Except as otherwise requiredbe voted on by law,
the holders of the Class A Common Stockour shareholders, and the Class B Common Stock vote together as a single class with the holders of our Series C convertible preferred stock. Holders of shares of non-voting common stock are not entitled to vote on all matters that may be submitted to a vote or
consent of the shareholders, including the election of directors. The Common
Stock does not have any cumulative voting rights. Accordingly, immediately after
the Offering, Mr. Morris will retain effective control of the Company through
holding approximately 92.6% of the combined voting power of the outstanding
Common Stock (91.8% if the Underwriters' over-allotment option is exercised in
full).
Conversion. Class A Common Stock has no conversion rights. Each share of
Class B Common Stock will be convertible at any time, at the option of and
without cost to the shareholder, into one share of Class A Common Stock upon
surrender to the Company's transfer agent of the certificate or certificates
evidencing the Class B Common Stockmatter to be converted, together with a written
notice of the election of such shareholder to convert such shares into Class A
Common Stock. Shares of Class B Common Stock will also be automatically
converted into shares of Class A Common Stock upon the transfer of such shares
of Class B Common Stock,voted on by our shareholders, except as a resultrequired by Texas law.
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Dividends. Holders of (i) a transfer to a record
holder's spouse, (ii) a transfer to any lineal descendant of any grandparent of
a record holder, including adopted childrencommon stock and any such descendant's spouse,
(iii) a transfer by will or by the laws of descent and distribution, or (iv) a
transfer to a voting trust or other trust (including a distribution from such
trust to the trust beneficiaries), to a corporation, partnership or other entity
controlled by the beneficial owner of such shares, or to the individual
beneficial owner of such shares or to any such entity that will become
controlled by the beneficial owner of such shares immediately after the transfer
or series of transfers within any ten (10) day period. Once shares of Class B
Common Stock are converted into shares of Class A Common Stock, such shares may
not be converted back into Class B Common Stock.
Dividends and Liquidation Rights. The holders of Class A Common Stock and
Class B Common Stocknon-voting common stock are entitled to receive dividends, out of assets legally
available thereforon an equal basis, at such timesthe time and in such amountsthe amount as the Board of Directorsour board may from time to time determine, subject to any preferential amounts payable to holders of all series of our outstanding preferred stock. Our articles of incorporation prohibit us from paying dividends on our common stock and non-voting common stock (other than in additional shares of common stock or non-voting common stock, as applicable) without the consent of the holders of two-thirds of the outstanding shares of our convertible preferred stock. If holders of our convertible preferred stock consent to the payment of a dividend rightsby us, we must pay a dividend to the holders of our convertible preferred stock on an as-converted to common stock or non-voting common stock, as applicable, basis equal to the dividend we pay to the holders of our common stock and non-voting common stock.
Stock Repurchases.Our articles of incorporation prohibit us from purchasing or redeeming any shares of our common stock or non-voting common stock without the consent of the holders of two-thirds of the outstanding Preferred Stock, if any.shares of our convertible preferred stock.
Liquidation. Upon a liquidation and dissolution of the
Company,our company, the holders of Class A Common Stockcommon stock and Class B Common Stocknon-voting common stock are entitled to receive, on an equal basis, all assets available for distribution to shareholders, subject to any preferential amounts payable to holders of our then-outstanding series of preferred stock.
Conversion of Non-Voting Common Stock. Shares of our non-voting common stock are issuable upon conversion of our Series D convertible preferred stock. Each share of non-voting common stock may be converted at any time, and without cost to the shareholder, into one share of common stock.
Convertible Preferred Stock if
any.
Other Rights. The
Voting. Each holder of our Series C convertible preferred stock is entitled to one vote for each share of our common stock into which the Series C convertible preferred stock is convertible on all matters to be voted on by our shareholders and vote together as a single class with holders of Class A Common Stockour common stock. The Series D convertible preferred stock is non-voting. However, the holders of Series C convertible preferred stock and Class B Common Stock
are not entitledSeries D convertible preferred stock each have the right to preemptivevote as a separate series on any amendment to our articles of incorporation or subscriptionon any action to be taken by us that would adversely affect the rights, privileges and there are no
redemptionpreferences of the convertible preferred stock.
In addition, the holders of two-thirds of our convertible preferred stock must approve any payment of a dividend or sinking fund provisions applicable to such Common Stock.
PREFERRED STOCK
Under the Articles, the Company has authority to issue 25,000,000distribution on our common stock or non-voting common stock (other than in additional shares of Preferred Stock. Ascommon stock or non-voting common stock, as applicable) or the purchase or redemption of the date of this Prospectus, no shares of Preferred Stock
are outstanding and the Company has no present intention to issue any shares of Preferred Stock.
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Preferred Stock mayour common stock or non-voting common stock.
Dividends. Prior to completion of this offering, holders of convertible preferred stock are entitled to receive pay-in-kind dividends at a rate of $7.00 per share per annum payable in shares of Series E preferred stock. Under the terms of our articles of incorporation, upon the redemption and exchange of all outstanding shares of our Series A preferred stock in connection with this offering, holders of our convertible preferred stock will no longer be issued, from timeentitled to time in onereceive these pay-in-kind dividends. However, if the holders of two-thirds of our outstanding convertible preferred stock consent to the declaration or more series, andpayment of a dividend by us to the Boardholders of Directors, without further approvalour common stock or non-voting common stock, the holders of the shareholders, is
authorizedour outstanding convertible preferred stock will receive a dividend payable on an as-converted to fixcommon stock or non-voting common stock, as applicable, basis equal to the dividend rights and terms, redemption rights and terms,
liquidation preferences, conversion rights, voting rights and sinking fund
provisions applicable to each such series of Preferred Stock. If the Company
issues a series of Preferred Stock in the future that has voting rights or
preference over the Common Stock with respectbe paid to the paymentholders of dividendsour common stock and upon the Company'snon-voting common stock.
Liquidation Rights. Upon any liquidation, dissolution or winding up of our company, holders of our convertible preferred stock are entitled to receive, in cash, an amount equal to the greater of:
$100 for each share of convertible preferred stock outstanding, plus the cash value, calculated at $100 per share, of all accrued and unpaid dividends; and
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the amount distributable to the holders of our convertible preferred stock upon liquidation, dissolution or winding up had the holders converted their shares into common stock or non-voting common stock, as the case may be, in accordance with the terms of the convertible preferred stock immediately prior to liquidation, dissolution or winding up.
All liquidation payments in respect of shares of our convertible preferred stock are required to be paid before any distribution is made in respect of our common stock.
Conversion. The Series C convertible preferred stock is convertible into our common stock, and the Series D convertible preferred stock is convertible into our non-voting common stock, in each case at a conversion rate calculated by multiplying the number of shares to be converted by $100 and dividing the result by the then-applicable conversion price, as adjusted from time to time. As of October 1, 2005, the conversion price was $7.24308 per share. Upon completion of this offering, the conversion price will be $ per share. Our convertible preferred stock is convertible:
| • | at any time at the option of the holder; | |
| • | at our option at any time following the consummation of any public offering of our equity securities or a change of control of our company if the closing price for our common stock for the prior 20 trading days is, or the proceeds from the change of control results in a value for our outstanding common stock of, at least $9.05 per share; and | |
| • | automatically upon consummation of a public offering of our common stock with gross proceeds to us of at least $40.0 million at a price to public of at least $9.05 per share, subject to adjustment to reflect stock splits, combinations and stock dividends. |
Redemption. Following a change of control of our company, holders of our convertible preferred stock have the right to require us to redeem their shares at a redemption price of $100 plus the cash value, calculated at $100 per share, of all accrued and unpaid dividends. Our articles of incorporation define a change of control of our company for this purpose to include:
| • | the sale, lease or transfer of all or substantially all of our assets in one or a series of related transactions to any person; or | |
| • | the acquisition of beneficial ownership by any person, other than Welsh Carson, in one or a series of related transactions, of our voting stock representing more than 50% of the voting power of all outstanding shares of our voting stock, whether by merger, consolidation or otherwise, other than by way of a public offering of our equity securities. |
In addition, we may at any time, on 30 days’ notice, redeem all, but not less than all, shares of convertible preferred stock at a redemption price of $103.50 plus the cash value, calculated at $100 per share, of all accrued and unpaid dividends. Until payment of the redemption price, we may not make any payment or distribution upon any preferred stock, common stock or non-voting common stock.
Blank Check Preferred Stock
Upon completion of this offering, our board of directors will have the authority, without further action by the shareholders, to issue up to million shares of preferred stock in one or more series. In addition, our board may fix the rights, preferences and privileges of any series of preferred stock it may determine to issue. These rights may include a preferential return in the event of our liquidation, the right to receive dividends if declared by our board, special dividend rates, conversion rights, redemption rights, superior voting rights to the common stock, the right to protection from dilutive issuances of securities, or the right to approve corporate actions. Any or all of these rights may be superior to the rights of the holderscommon stock. As a result, preferred stock could be issued with terms that could delay or prevent a change of control or make removal of our management more difficult. In addition, issuance of preferred stock may decrease the market price of our common stock. At present, we have no plans to issue any additional shares of preferred stock.
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Anti-Takeover Provisions
Texas Business Corporation Act. Upon completion of this offering, we will be subject to Part 13 of the Common Stock offered hereby may be adversely affected. The
issuance of shares of Preferred Stock could be utilized,Texas Business Corporation Act. In general, that statute prohibits a publicly held Texas corporation from engaging, under certain circumstances, in a “business combination” with any “affiliated shareholder” for a period of three years following the date that the shareholder became an attempt to prevent an acquisitionaffiliated shareholder unless:
| • | prior to that date, the corporation’s board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an affiliated shareholder; or | |
| • | not less than six months after that date, the business combination is approved at a meeting of shareholders duly called for that purpose, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting shares that are not beneficially owned by the affiliated shareholder. |
Part 13 of the Company.
REGISTRATION RIGHTS
The Company and Millard E. Morris, the Company's ChairmanTBCA defines a “business combination” to include:
| • | any merger, share exchange or conversion involving the corporation and the affiliated shareholder; | |
| • | any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation involving the affiliated shareholder; | |
| • | subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the affiliated shareholder; | |
| • | the adoption of a plan or proposal for our liquidation or dissolution proposed by or pursuant to an agreement with the affiliated shareholder; | |
| • | a reclassification, recapitalization or merger proposed by or pursuant to an agreement with the affiliated shareholder that has the effect of increasing the proportionate ownership percentage of the affiliated shareholder; or | |
| • | the receipt by the affiliated shareholder of the benefit of any loan, advance, guarantee, pledge or other financial benefit provided by or through the corporation. |
In general, Part 13 of the Board and
Chief Executive Officer and Mark R. Anderson, the Company's President, have
entered into a Registration Rights Agreement which expires on June 30, 2007.
Under this Registration Rights Agreement, beginning after June 30, 1997, Mr.
Morris has the right to request the Company to effect four registrations of
Class A Common Stock, subject to the rightTBCA defines an “affiliated shareholder” as any shareholder who beneficially owns 20% or more of the other shareholders to be
included in such registrations and other conditions and limitations, provided
that the number ofcorporation’s outstanding voting shares, of Class A Common Stock to be included in each such
registration is not less than 1,000,000. The Registration Rights Agreement also
grants secondary offering rights ("piggy back" rights) to Messrs. Morris and
Anderson and, in certain cases, their transferees, subject to certain conditions
and limitations, in connectionas well as any entity or person affiliated with any registration of Class A Common Stockor controlling or controlled by the Company, which rightsshareholder.
A Texas corporation may be exercised beginning after June 30, 1997. Asopt out of Part 13 of the dateTBCA with an express provision in its original articles of this Prospectus,incorporation or an aggregateexpress provision in its articles of 17,400,000incorporation or bylaws resulting from an amendment approved by the affirmative vote of at least two-thirds of the outstanding voting shares that are not beneficially owned by the affiliated shareholder. We have not opted out of Class A Common
Stockthe provisions of Part 13 of the TBCA.
Louisiana and Texas Insurance Law. Two of our three insurance company subsidiaries, American Interstate and Silver Oak Casualty, are subjectincorporated in Louisiana and the other, American Interstate of Texas, is incorporated in Texas. Under Louisiana and Texas insurance law, advance approval by the state insurance department is required for any change of control of an insurer. “Control” is presumed to exist through the direct or indirect ownership of 10% or more of the voting securities of a domestic insurance company or any entity that controls a domestic insurance company. Obtaining these approvals may result in the material delay of, or deter, any such transaction. For additional information, see “Business— Regulation— Change of Control.”
Charter and Bylaw Provisions. The following summary of certain provisions of our articles of incorporation and bylaws is qualified in its entirety by our articles of incorporation and bylaws, copies of which have been filed as exhibits to the registration rights described above, assuming full
conversionstatement of which this prospectus is a part.
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Our articles of incorporation provide that upon completion of this offering any action required or permitted to be taken by Messrs. Morris and Anderson of their Class B Common Stock into
Class A Common Stock. In all such registrations, the Company is required under
the Registration Rights Agreement to bear the expenses of registration. While
Messrs. Morris and Anderson have certain priority rights in such registrations,
the Company has retained the right to grant registration rights to other
persons, including its officers and directors.
ANTI-TAKEOVER PROVISIONS
The Articles contain provisions which provide forour shareholders may only be effected at a classified board of
directors consisting of three classes with directors serving staggered
three-year terms. Therefore, only one-third of the directors are subject to
election by the shareholders each year. The Articles also include provisions
eliminating the personal liability of the Company's directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by the TBCA. The Articles and Bylaws include provisions indemnifying the
Company's directors and officers to the full extent permitted by the TBCA,
including under certain circumstances in which indemnification is otherwise
discretionary. See "Management -- Limitation of Liability and Indemnification."
The Articles and Bylaws contain a number of provisions relating to
corporate governance and to the rightsduly called meeting of shareholders. These provisions include
(i)In addition, our articles of incorporation:
| • | prohibit shareholders from taking action by written consent, unless the consent is unanimous; | |
| • | prohibit the use of cumulative voting in the election of directors; and | |
| • | authorize our board to issue blank check preferred stock to increase the amount of outstanding shares. |
Under cumulative voting, a requirementminority shareholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors.
Our articles of incorporation provide that special meetings of our shareholders may be called only by the Chairman, the President, the Boardchairman of Directorsour board, our president, a majority of our board of directors or upon the requestby holders of shareholders owning 50% or moreat least 25% of the sharescombined voting power of the then-outstanding securities entitled to vote at the meeting,
(ii) the authority of the Board of Directors to issue series of Preferred Stock
with such voting rights and other powers as the Board of Directors may
determine, and (iii) notice requirementsgenerally in the Bylaws relatingelection of directors of AMERISAFE. Should any shareholder desire to nominations
topresent business at any meeting, including nominating a candidate for director, they must comply with certain advance notice provisions in our bylaws.
Our articles of incorporation and bylaws provide that the Boardauthorized number of our directors is fixed by our board of directors. In addition, our bylaws provide that our board of directors will be divided into three classes with the number of directors in each class as nearly equal as possible. Each director will serve a three-year term. The classification and term of office for each of our directors upon completion of this offering is noted in the table listing our directors and executive officers under “— Directors, Director Nominees, Executive Officers and to the raising of business matters at shareholder
meetings.
The provisions of the TBCA and the Articles and Bylaws discussed above
would make more difficult or discourageKey Employees.” As a proxy contest or the acquisition of
control by a holder of a substantial block of the Company's stock or the removal
of the incumbent Board of Directors. Such provisions could also have the effect
of discouraging a third party from making a tender offer or otherwise attemptingresult, any effort to obtain control of our board of directors by causing the Company, even though such an attempt might be
beneficial to the Company and its shareholders. In addition, since these
provisions are designed to discourage accumulationselection of large blocksa majority of the Company's stockboard of directors may require more time than would be required without a classified board.
Our bylaws provide that vacancies in our board may be filled by purchasers whose objective is to have such stock repurchasedelection at an annual or special meeting of our shareholders called for that purpose or by the Company ataffirmative vote of a premium, such provisions could tend to reduce the temporary
fluctuations in the market pricemajority of the Class A Common Stockremaining directors then in office, even if less than a quorum. Any newly created directorships may be filled by election at an annual or special meeting of our shareholders called for that purpose or by our board, provided that our board may not fill more than two newly created directorships during the period between any two successive annual meetings of our shareholders. Our bylaws provide that, at any meeting of shareholders called for that purpose, any director may be removed for cause by the affirmative vote of the holders of at least two-thirds of the shares of our stock entitled to vote for the election of directors.
As described above, our board will be authorized to issue up to million shares of preferred stock and to determine the price and the rights, preferences and privileges of these shares, without shareholder approval, which are
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caused by such accumulations. Accordingly, shareholders could be deprivedalso delay or prevent a change of control transaction.
These provisions contained in our articles of incorporation and bylaws could delay or discourage certain opportunities to sell their stock at a temporarily higher market price.
The Company is also subject to certain provisionstypes of Louisiana law
applicable to insurance holding companies. Those laws prohibit the mergertransactions involving an actual or acquisitionpotential change of control of us or our management (including transactions in which shareholders might otherwise receive a domestic insurerpremium for their shares over the then-current prices) and may limit the ability of shareholders to remove current management or any person controlling a
domestic insurer withoutapprove transactions that shareholders may deem to be in their best interests and, therefore, could adversely affect the prior approvalprice of the proposed transaction by the
Louisiana Department of Insurance.
TRANSFER AGENT AND REGISTRAR
Harris Trustour common stock.
Transfer Agent and Savings Bank is theRegistrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
Listing
We have applied to have our shares of common stock approved for listing on the Class A Common Stock.
Nasdaq National Market under the symbol “AMSF.”
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to completion of this offering, there has not been a public market for our common stock. Future sales of our common stock in the public market, or the perception that sales may occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities.
Upon completion of the Offering, the Companythis offering, we will have outstanding
11,000,000approximately shares of Class A Common Stock (assumingcommon stock outstanding, which includes the Underwriters'
over-allotment option is not exercised) and 17,400,000 shares of Class B Common
Stock. The Class B Common Stock is convertible on a share-for-share basis into
Classcommon stock sold by us in this offering, shares issued upon exchange of our Series A Common Stockpreferred stock, and mustthe shares of restricted stock to be convertedissued to effect any public sale of such
stock.our non-employee directors. Of these outstanding shares, the 11,000,000 shares of Class A Common
Stock sold in this offering and any shares issued upon exercise of the Offeringunderwriters’ over-allotment option will be freely tradeabletradable without restriction or further registration under the Securities Act, except forunless the shares are held by any shares purchased by an "affiliate" of the
Company (asour “affiliates” as that term is defined in Rule 144 of the Securities Act),Act, in which willcase they may only be subject
to the resale limitations of Rule 144 adopted under the Securities Act.
The 17,400,000 outstanding shares of Class B Common Stock are "restricted"
securities within the meaning of Rule 144 and may not be resold in a public
distribution (before or upon conversion into Class A Common Stock) exceptsold in compliance with the limitations described below. The remaining shares were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act and are eligible for public sale if registered under the Securities Act or sold in accordance with Rule 144.
Upon completion of this offering, shares will be issuable upon the exercise of outstanding options that we intend to grant to our executive officers and other employees, at an exercise price equal to the initial public offering price. In addition, shares of our common stock will be issuable upon the conversion of our convertible preferred stock, subject to further adjustment pursuant to the terms of our convertible preferred stock.
Lock-Up Agreements
Except as described below, each of our directors, our officers and the selling shareholders has agreed with the underwriters not to sell, contract to sell, pledge, dispose of or hedge any shares of stock (or securities convertible into, or exchangeable for, shares of our common stock) for a period of 180 days under agreements, referred to as “lock-up agreements,” without the consent of the underwriters. The conditions of these lock-up agreements may be waived by the underwriters. Upon completion of this offering, shares of our common stock will be subject to lock-up agreements.
Rule 144.144 Sales by Affiliates
Affiliates of our company must comply with Rule 144 of the Securities Act when they sell shares of our common stock. In general, under Rule 144 as currentlythese rules, persons who acquire shares of common stock, other than in effect,a public offering registered with the SEC, are required to hold those shares for a period of one year. Shares acquired in a registered public offering or held for more than one year may be sold by an affiliate of the
Company, or person (or persons whose shares are aggregated) who has beneficially
owned restricted shares for at least two years from the later of the date such
restricted shares were acquired from the Company and (if applicable) the date
they were acquired from ansubject to certain conditions. An affiliate but less than three years, willwould be entitled to sell inwithin any three-month period a number of shares that does not exceed the greater of (i) 1% of the then outstanding shares of Class A Common
Stock (approximately 110,000 shares immediately after the Offering) or (ii) the
average weekly trading volume in the public market during the four calendar
weeks immediately preceding the date on which notice of the sale is filed with
the Commission. of:
| • | one percent of the number of shares of common stock then outstanding (approximately shares immediately after the offering); and | |
| • | the average weekly trading volume of the common stock on the Nasdaq National Market during the four calendar weeks preceding the filing with the SEC of a notice on Form 144 with respect to the sale. |
Sales pursuant tounder Rule 144 are also subject to certainother requirements relating toregarding the manner of sale, notice and the availability of current public information about our company.
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Rule 144(k)
Under Rule 144(k) of the Company. Affiliates may sell shares not constituting
restricted shares in accordance with the foregoing volume limitations and other
restrictions, but without regard to the two-year holding period. ASecurities Act, a person (or
persons whose shares are aggregated) who is not, deemed to haveand has not been an affiliate
of the Company at any time during the 90 days immediately preceding thea sale, one of our affiliates and who has beneficially owned his or herthe shares proposed to be sold for at least threetwo years from the
later of the date such restricted shares were acquired from the Company and (if
applicable) the date they were acquired from an affiliate is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
Of the shares of common stock outstanding as of the date of this prospectus, or issuable upon conversion of our outstanding shares of convertible preferred stock as of the date of this prospectus, shares of such sharescommon stock would be available to be sold pursuant to Rule 144, including shares of common stock that could be sold pursuant to Rule 144(k) without regard, in each case subject to the limitationsterms of the lock-up agreements and registration rights agreement described above. As defined
We intend to file a Form S-8 registration statement following completion of this offering to register shares of common stock issuable under each of our equity incentive plans. These shares will be available-for-sale in the public market, subject to Rule 144 an "affiliate"volume limitations applicable to affiliates.
Registration Rights
We have granted registration rights to certain holders of an issuerour common stock and holders of our convertible preferred stock. Upon completion of this offering and assuming the over-allotment option is not exercised, these holders will own approximately shares of our common stock (including shares of common stock issuable upon conversion of our convertible preferred stock assuming a person who
directly, or indirectly through the useconversion price of one or more intermediaries, controls,
or is controlled by, or is under common control with, such issuer. Rule 144A$ per share) that they may require us to register for sale under the Securities Act as currently in effect permits the immediate sale by
current holders of restricted shares of all or a portion of their shares to
certain qualified institutional buyers described in Rule 144A, subject to
certain conditions.
The Company and Messrs. Morris and Anderson, the Company's current
shareholders, who in the aggregate hold beneficially 17,400,000 shares of Class
B Common Stock, have agreed that they will not offer, sell, contract to sell,
grant any option to purchase, or otherwise dispose of any shares of Class A
Common Stock of the Company or any securities convertible into or exchangeable
for such Class A Common Stock (other than shares and stock options to be granted
pursuant to the Stock Incentive Plan)registration rights agreement. See “Certain Relationships and Related Transactions— Registration Rights Agreement.”
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UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement between us, the selling shareholders and the underwriters named below, for whom Friedman, Billings, Ramsey & Co., for aInc., or FBR, Keefe, Bruyette & Woods, Inc. and William Blair & Company, L.L.C. are acting as representatives, we have agreed to sell to the underwriters, and the underwriters have agreed to purchase, the following respective number of shares of common stock:
| Underwriter | Number of Shares | ||||
| Friedman, Billings, Ramsey & Co., Inc. | |||||
| Keefe, Bruyette & Woods, Inc. | |||||
| William Blair & Company, L.L.C. | |||||
| Total | |||||
The selling shareholders have granted the underwriters an option exercisable during the 30-day period of 180 days fromafter the date of this Prospectus withoutprospectus to purchase on a pro rata basis, at the prior written consent of Smith Barney Inc.
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Under the Stock Incentive Plan, 3,000,000initial public offering price less underwriting discounts and commissions, up to an additional shares of Class A Common Stock
are reservedcommon stock for issuance thereunder, including 6,000 sharesthe sole purpose of Class A Common
Stockcovering over-allotments, if any. To the extent that the underwriters exercise the option, the underwriters will be committed, subject to be granted to non-employee directors. Optionscertain conditions, to purchase 600,000
sharesthat number of Class A Common Stock at an exercise price of $12.00 per share have
been granted. See "Management -- Stock Incentive Plan" and
"Management -- Director Compensation."
Prior to this Offering, there has been no public market for the Class A
Common Stock, and no predictions can be made as to the effect, if any, that
sales of shares or the availability of shares for sale will have on the
prevailing market price of the Class A Common Stock. Sales of substantial
amounts of Class A Common Stock in the public market could have an adverse
effect on prevailing market prices.
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UNDERWRITING
Uponadditional shares.
Under the terms and conditions stated inof the Underwriting Agreement, each
Underwriter named below has severally agreedunderwriting agreement, the underwriters are committed to purchase and the Company has
agreed to sell to such Underwriter,all of the shares of Class A Common Stock which
equaloffered by this prospectus other than the number of shares set forth opposite the name of such Underwriter:
The Underwriters are obligatedsubject to take and pay for all shares of Class A
Common Stock offered hereby (other than those covered by the over-allotment option, described below) if any such shares are taken.purchased. We and the selling shareholders have agreed to indemnify the underwriters against certain civil liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of such liabilities.
The Underwriters, for whom Smith Barney Inc. and Piper Jaffray Inc. are
acting as the Representatives, have advised the Company that theyunderwriters initially propose to offer part of the sharescommon stock directly to the public at the initial public offering price set forth on the cover page of this Prospectusprospectus and part of the shares to certain dealers at athe same offering price that representsless a concession not in excess ofto exceed $ per share under the public offering price.share. The Underwritersunderwriters may allow, and suchcertain dealers may reallow,re-allow, a concessiondiscount not in excess ofto exceed $ per share to certain other dealers. After
The table below provides information regarding the initial publicper share and total underwriting discounts and commissions we and the selling shareholders will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase up to additional shares.
| No Exercise of | Full Exercise of | |||||||
| Paid by Us | Over-Allotment Option | Over-Allotment Option | ||||||
| Per Share | $ | $ | ||||||
| Total | $ | $ | ||||||
| No Exercise of | Full Exercise of | |||||||
| Paid by Selling Shareholders | Over-Allotment Option | Over-Allotment Option | ||||||
| Per Share | $ | 0 | $ | |||||
| Total | $ | 0 | $ | |||||
In addition to the underwriting discounts and commissions to be paid by us, we have agreed to reimburse FBR for certain of its reasonable expenses incurred in connection with this offering up to $275,000. FBR may provide us with investment banking and financial advisory services in the future, for which it may receive customary compensation. In this regard, for a period of one year from the date of completion of the offering, we have granted FBR a right of first refusal to act as placement agent for any future trust preferred transactions in which we may participate.
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We estimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be approximately $ .
In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. Specifically, the underwriters may over-allot this offering by selling more than the number of shares of common stock offered by this prospectus, creating a syndicate short position. In addition, the underwriters may bid for and purchase common stock in the open market to cover syndicate short positions or to stabilize the price and
otherof the common stock. Finally, the underwriters may reclaim selling termsconcessions from dealers if shares of our common stock sold by such dealers are repurchased in syndicate covering transactions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the common stock above independent market levels. These transactions may be changed byeffected in the Representatives.over-the-counter market or otherwise. The Underwritersunderwriters are not required to engage in these activities and may end any of these activities at any time.
We, our current directors, officers and the selling shareholders have agreed that, without the prior written consent of the representatives, we will not, during the period ending 180 days after the date of this prospectus:
| • | offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock, or any securities convertible into or exercisable or exchangeable for any shares of our common stock or any right to acquire shares of our common stock; or | |
| • | enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. |
The representatives do not intend to confirmrelease any portion of the common stock subject to the foregoing lock-up agreements. However, the representatives, in their sole discretion, may release any of the common stock from the lock-up agreements prior to expiration of the 180-day period without notice. In considering a request to release shares from a lock-up agreement, the representatives will consider a number of factors, including the impact that such a release would have on this offering and the market for our common stock and the equitable considerations underlying the request for releases.
The underwriters have reserved for sale, at the initial offering price, shares of common stock for certain of our officers, employees and agencies who have expressed an interest in purchasing common stock in the offering. The number of shares of common stock available to the general public in the offering will be reduced to the extent these persons purchase these reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares.
The underwriters have informed us that they do not intend to make sales of the Class A Common Stockour common stock offered herebyby this prospectus to accounts over which they exercise discretionary authority.
The Underwriting Agreement provides that the obligations of the several
Underwriters
Prior to pay for and accept delivery of the shares are subject to
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are obligated to take and pay for all shares of
Class A Common Stock offered hereby (other than those covered by the
over-allotment option described below) if any such shares are purchased.
The Company has granted to the Underwriters an option, exercisable for 30
days from the datecompletion of this Prospectus, to purchase up to an aggregate of
1,650,000 additional shares of Class A Common Stock at the price to the public
set forth on the cover page of this Prospectus minus the underwriting discounts
and commissions. The Underwriters may exercise such option solely for the
purpose of covering over-allotments, if any, in connection with the Offering of
the shares hereby. To the extent such option is exercised, each Underwriter will
be obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional shares as the number of shares set forth next to
such Underwriter's name in the preceding table bears to the total number of
shares listed in such table.
The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including certain liabilities under the Securities
Act, or to contribute to payments that the Underwriters may be required to make
in respect thereof.
The Company and its existing shareholders have agreed not to offer, sell,
contract to sell, grant any option to purchase, or otherwise dispose of any
shares of Class A Common Stock of the Company or any securities convertible into
or exercisable or exchangeable for such Class A Common Stock (other than shares
and stock options to be granted pursuant to the Stock Incentive Plan), except to
the Underwriters pursuant to the Underwriting Agreement, for a period of 180
days after the date of this Prospectus, without the prior written consent of
Smith Barney Inc.
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Prior to the Offering,offering, there has been no public market for the Class A
Common Stock. Consequently, theshares. The initial public offering price for the shares offered
hereby was determinedwill be negotiated by negotiations between the Companyus and the Representatives.representatives. Among the factors to be considered in determining the initial public offering price wereof the historyshares, in addition to prevailing market conditions, will be our historical performance, estimates of the business potential and theour earnings prospects, for, the Company's business and the
industry in which it competes, an assessment of the Company'sour management its
past and present operations, its past and present revenues and earnings, and the trend of such revenues and earnings, the prospects for growthconsideration of the Company's
revenues and earnings, the present stateabove factors in relation to market valuation of the Company's development, the
general condition of the securities market at the time of the Offering and the
market prices and earnings of similar securities of comparable companies at the
time of the Offering, the current state of the economy in the United States and
the current level of economic activity in the industry in which the Company
competes and in related or comparable industries.
businesses.
FBR will facilitate Internet distribution for this offering to certain of its Internet subscription customers. FBR intends to allocate a limited number of shares for sale to its online brokerage
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customers. An electronic prospectus is available on the Internet web site maintained by FBR. Other than the prospectus in electronic format, the information on the FBR web site is not part of this prospectus.
We have applied to have our shares of common stock approved for listing on the Nasdaq National Market under the symbol “AMSF.”
LEGAL MATTERS
The
Jones Day in Dallas, Texas will pass upon the validity of the shares of Class A Common Stockcommon stock offered herebyby this prospectus and certain other legal matters for us. Lord, Bissell & Brook LLP in Chicago, Illinois will be
passedpass upon certain legal matters for the Company by Jones, Day, Reavis & Pogue, Dallas, Texas.
Certain legal matters in connection with the Offering will be passed upon for
the Underwriters by Dewey Ballantine, New York, New York.
underwriters.
EXPERTS
The consolidated financial statements and financial statement schedules of AMERISAFE, Inc. and its subsidiaries at December 31, 19942004 and 19952003, and for each of the three years in the period ended December 31, 1995,2004, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors,registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given uponon the authority of such firm as experts in accounting and auditing.
ADDITIONAL
WHERE YOU CAN FIND MORE INFORMATION
The Company has
We have filed with the Securities and Exchange Commission (the
"Commission")SEC a Registration Statementregistration statement on Form S-1 under the Securities Act with respect to the shares of Class A Common Stockour common stock offered hereby.by this prospectus. This Prospectusprospectus does not contain all of the information set forthcontained in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission.registration statement. For further information with respect to the
Companyus and the shares of Class A Common Stock offered hereby, reference is madeto be sold in this offering, we refer you to the Registration Statement,registration statement, including the exhibitsagreements and other documents filed as a part thereof.exhibits to the registration statement. Statements madecontained in this Prospectusprospectus as to the contents of any contractagreement or any
other document to which we make reference are not necessarily complete; with respectcomplete. In each instance, we refer you to each such contract,the copy of the agreement or other document filed as an exhibit to the Registration Statement,registration statement, each statement being qualified in all respects by reference to the agreement or document to which it refers.
After completion of this offering, we will file annual, quarterly and current reports, proxy statements and other information with the SEC. We intend to make these filings available on our website atwww.amerisafe.com. The information on our website is madenot part of this prospectus. In addition, we will provide copies of our filings free of charge to such exhibit forour shareholders upon request. Our SEC filings, including the registration statement of which this prospectus is a more complete descriptionpart, will also be available to you on the SEC’s Internet site athttp://www.sec.gov. You may read and copy all or any portion of the matter
involved, and each suchregistration statement herein shall be deemed qualified in its
entirety by such reference. Copies of such materials may be examined without
chargeor any reports, statements or other information we file at or obtained upon payment of prescribed fees from, the Public
Reference Section of the CommissionSEC’s public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and20549. You may call the SEC at 1-800-SEC-0330 for further information on the Commission's regional offices
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7
World Trade Center, New York, New York 10048.
The Commission maintainsoperation of the public reference room. You can receive copies of these documents upon payment of a Web site that containsduplicating fee by writing to the SEC. We intend to furnish our shareholders with annual reports proxy and
informationcontaining consolidated financial statements and other information regarding registrants that file
electronically with the Commission and that is located at http://www.sec.gov.
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audited by an independent registered public accounting firm.
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INDEX TO FINANCIAL STATEMENTS
| Page | ||||
Audited Financial Statements as of December 31, 2004 and 2003 and for the three years in the period ended December 31, 2004: | ||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-5 | ||||
| F-6 | ||||
| F-7 | ||||
Unaudited Interim Financial Statements as of June 30, 2005 and December 31, 2004 and for the six-month periods ended June 30, 2005 and 2004: | ||||
| F-35 | ||||
| F-36 | ||||
| F-37 | ||||
| F-38 | ||||
| F-39 | ||||
F-1 56
REPORT OF INDEPENDENT AUDITORS
Report of Independent Registered Public Accounting Firm
The Board of Directors
AMERISAFE, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of AMERISAFE, Inc. and subsidiaries as of December 31, 19942004 and 1995,2003, and the related consolidated statements of income, changes in stockholders' equity,shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 1995.2004. Our audits also included the financial statement schedules listed in the Index at Item 16(b). These financial statements and schedules are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards.the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for purposes of expressing an opinion on the effectiveness of internal controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AMERISAFE, Inc. and subsidiaries at December 31, 19942004 and 1995,2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1995,2004, in conformity with accounting principles generally accepted accounting principles.
As discussed in Note 1 to the consolidatedUnited States. Also, in our opinion, the related financial statements taken as a whole present fairly, in all material respects, the Company effected a reorganization on , 1996, resulting in a change ininformation set forth therein.
| /s/Ernst & Young LLP |
New Orleans, Louisiana
May 8, 2005, except for Note 22, as to
which the reporting entity.
Dallas, Texas
, 1996
The foregoing reportdate is in the form that will be signed upon completion of
transactions described in the first paragraph of Note 1 to the consolidated
financial statements.
ERNST & YOUNG LLP
Dallas, Texas
August 9, 1996
July 28, 2005
F-2 57
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
| December 31, | ||||||||||
| 2004 | 2003 | |||||||||
| (In thousands, except | ||||||||||
| share data) | ||||||||||
| Assets | ||||||||||
| Investments: | ||||||||||
| Fixed maturity securities— held-to-maturity, at amortized cost (fair value $328,948) | $ | 329,653 | $ | — | ||||||
| Fixed maturity securities— available-for-sale, at fair value (cost $1,729 and $233,111 in 2004 and 2003, respectively) | 1,755 | 243,863 | ||||||||
| Equity securities— available-for-sale, at fair value (cost $30,926 and $11,215 in 2004 and 2003, respectively) | 33,460 | 11,496 | ||||||||
| Mortgage loan | — | 2,370 | ||||||||
| Total invested assets | 364,868 | 257,729 | ||||||||
| Cash and cash equivalents | 25,421 | 49,815 | ||||||||
| Receivable for investments sold | — | 1,380 | ||||||||
| Amounts recoverable from reinsurers | 198,977 | 211,774 | ||||||||
| Premiums receivable, net | 114,141 | 108,380 | ||||||||
| Deferred income taxes | 15,624 | 12,713 | ||||||||
| Federal income tax recoverable | 1,292 | 6,426 | ||||||||
| Accrued interest receivable | 3,123 | 2,659 | ||||||||
| Property and equipment, net | 7,077 | 6,000 | ||||||||
| Deferred policy acquisition costs | 12,044 | 11,820 | ||||||||
| Deferred charges | 3,054 | 2,987 | ||||||||
| Other assets | 8,566 | 6,925 | ||||||||
| $ | 754,187 | $ | 678,608 | |||||||
Liabilities, redeemable preferred stock and shareholders’ deficit | ||||||||||
| Liabilities: | ||||||||||
| Reserves for loss and loss adjustment expenses | $ | 432,880 | $ | 377,559 | ||||||
| Unearned premiums | 111,741 | 103,462 | ||||||||
| Reinsurance premiums payable | 861 | 485 | ||||||||
| Amounts held for others | 1,214 | 1,376 | ||||||||
| Policyholder deposits | 33,746 | 28,609 | ||||||||
| Insurance-related assessments | 29,876 | 26,133 | ||||||||
| Accounts payable and other liabilities | 18,725 | 18,902 | ||||||||
| Note payable | — | 6,000 | ||||||||
| Subordinated debt securities | 36,090 | 10,310 | ||||||||
| Total liabilities | 665,133 | 572,836 | ||||||||
| Redeemable preferred stock: | ||||||||||
| Series A nonconvertible— $0.01 par value, $100 per share redemption value: Authorized shares— 1,500,000; issued and outstanding shares— 819,161 in 2004 and 764,243 in 2003 | 81,916 | 76,424 | ||||||||
| Series B nonconvertible— $0.01 par value, $100 per share redemption value: Authorized shares— 1,500,000; no shares issued or outstanding in 2004 or 2003 | — | — | ||||||||
| Series C convertible— $0.01 par value, $100 per share redemption value: Authorized shares— 300,000; issued and outstanding shares— 300,000 in 2004 and 2003 | 30,000 | 30,000 | ||||||||
| Series D convertible— $0.01 par value, $100 per share redemption value: Authorized shares— 200,000; issued and outstanding shares— 200,000 in 2004 and 2003 | 20,000 | 20,000 | ||||||||
| 131,916 | 126,424 | |||||||||
| Shareholders’ deficit: | ||||||||||
| Preferred stock: Series E nonconvertible— $0.01 par value, $100 per share redemption value: Authorized— 500,000; issued and outstanding shares— 17,653 in 2004 and 247,209 in 2003 | 1,765 | 24,720 | ||||||||
| Common stock: | ||||||||||
| Voting— $0.01 par value, authorized shares— 100,000,000; issued and outstanding shares— 21,581,864 in 2004 and 12,967,104 in 2003 | 216 | 130 | ||||||||
| Convertible nonvoting— $0.01 par value, authorized shares— 5,000,000; no shares issued or outstanding in 2004 or 2003 | — | — | ||||||||
| Additional paid-in capital | — | — | ||||||||
| Accumulated deficit | (51,896 | ) | (52,672 | ) | ||||||
| Accumulated other comprehensive income | 7,053 | 7,170 | ||||||||
| (42,862 | ) | (20,652 | ) | |||||||
| $ | 754,187 | $ | 678,608 | |||||||
See notes to consolidated financial statements.
accompanying notes.
F-3 58
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| Year Ended December 31, | |||||||||||||
| 2004 | 2003 | 2002 | |||||||||||
| (In thousands, except share and per share data) | |||||||||||||
| Revenues: | |||||||||||||
| Premiums earned | $ | 234,733 | $ | 179,847 | $ | 163,257 | |||||||
| Net investment income | 12,217 | 10,106 | 9,419 | ||||||||||
| Net realized gains (losses) on investments | 1,421 | 316 | (895 | ) | |||||||||
| Gain on sale of asset | — | — | 194 | ||||||||||
| Fee and other income | 589 | 462 | 1,888 | ||||||||||
| Total revenues | 248,960 | 190,731 | 173,863 | ||||||||||
| Expenses: | |||||||||||||
| Loss and loss adjustment expenses incurred | 174,186 | 129,250 | 121,062 | ||||||||||
| Underwriting and certain other operating costs | 28,987 | 23,062 | 22,674 | ||||||||||
| Commissions | 14,160 | 11,003 | 9,189 | ||||||||||
| Salaries and benefits | 15,034 | 15,037 | 16,541 | ||||||||||
| Interest expense | 1,799 | 203 | 498 | ||||||||||
| Policyholder dividends | 1,108 | 736 | 156 | ||||||||||
| Total expenses | 235,274 | 179,291 | 170,120 | ||||||||||
| Income before income taxes | 13,686 | 11,440 | 3,743 | ||||||||||
| Income tax expense (benefit) | 3,129 | 2,846 | (1,438 | ) | |||||||||
| Net income | 10,557 | 8,594 | 5,181 | ||||||||||
| Preferred stock dividends | (9,781 | ) | (10,133 | ) | (9,453 | ) | |||||||
| Net income (loss) available to common shareholders | $ | 776 | $ | (1,539 | ) | $ | (4,272 | ) | |||||
| Earnings (loss) per share: | |||||||||||||
| Basic | $ | 0.03 | $ | (0.12 | ) | $ | (0.33 | ) | |||||
| Diluted | $ | 0.03 | $ | (0.12 | ) | $ | (0.33 | ) | |||||
| Shares used in computing earnings (loss) per share: | |||||||||||||
| Basic | 16,226,442 | 12,967,104 | 12,967,104 | ||||||||||
| Diluted | 18,380,132 | 12,967,104 | 12,967,104 | ||||||||||
See notes to consolidated financial statements.
accompanying notes.
F-4 59
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
SHAREHOLDERS’ DEFICIT
| Accumulated | |||||||||||||||||||||||||||||||||||
| Series E | Additional | Other | |||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Accumulated | Comprehensive | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | Total | ||||||||||||||||||||||||||||
| (In thousands, except share data) | |||||||||||||||||||||||||||||||||||
| Balance at January 1, 2002 | 150,379 | $ | 15,038 | 12,967,104 | $ | 130 | $ | 14,877 | $ | (61,738 | ) | $ | 1,693 | $ | (30,000 | ) | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 5,181 | — | 5,181 | |||||||||||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Unrealized gain on securities | — | — | — | — | — | — | 4,499 | 4,499 | |||||||||||||||||||||||||||
| Comprehensive income | 9,680 | ||||||||||||||||||||||||||||||||||
| Series A preferred stock dividends | — | — | — | — | (4,780 | ) | — | — | (4,780 | ) | |||||||||||||||||||||||||
| Series E preferred stock dividends | 46,736 | 4,673 | — | — | (4,673 | ) | — | — | — | ||||||||||||||||||||||||||
| Balance at December 31, 2002 | 197,115 | 19,711 | 12,967,104 | 130 | 5,424 | (56,557 | ) | 6,192 | (25,100 | ) | |||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 8,594 | — | 8,594 | |||||||||||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Unrealized gain on securities | — | — | — | — | — | — | 978 | 978 | |||||||||||||||||||||||||||
| Comprehensive income | 9,572 | ||||||||||||||||||||||||||||||||||
| Series A preferred stock dividends | — | — | — | — | (5,124 | ) | — | — | (5,124 | ) | |||||||||||||||||||||||||
| Series E preferred stock dividends | 50,094 | 5,009 | — | — | (300 | ) | (4,709 | ) | — | — | |||||||||||||||||||||||||
| Balance at December 31, 2003 | 247,209 | 24,720 | 12,967,104 | 130 | — | (52,672 | ) | 7,170 | (20,652 | ) | |||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 10,557 | — | 10,557 | |||||||||||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Unrealized loss on securities | — | — | — | — | — | — | (117 | ) | (117 | ) | |||||||||||||||||||||||||
| Comprehensive income | 10,440 | ||||||||||||||||||||||||||||||||||
| Conversion of warrants | — | — | 8,614,760 | 86 | — | — | — | 86 | |||||||||||||||||||||||||||
| Series A preferred stock dividends | — | — | — | — | — | (5,492 | ) | — | (5,492 | ) | |||||||||||||||||||||||||
| Series E preferred stock dividends | 42,880 | 4,289 | — | — | — | (4,289 | ) | — | — | ||||||||||||||||||||||||||
| Redemption of Series E preferred stock | (272,436 | ) | (27,244 | ) | — | — | — | — | — | (27,244 | ) | ||||||||||||||||||||||||
| Balance at December 31, 2004 | 17,653 | $ | 1,765 | 21,581,864 | $ | 216 | $ | — | $ | (51,896 | ) | $ | 7,053 | $ | (42,862 | ) | |||||||||||||||||||
See notes to consolidated financial statements.
accompanying notes.
F-5 60
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
| Year Ended December 31, | ||||||||||||||
| 2004 | 2003 | 2002 | ||||||||||||
| (In thousands) | ||||||||||||||
Operating activities | ||||||||||||||
| Net income | $ | 10,557 | $ | 8,594 | $ | 5,181 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation | 1,695 | 2,019 | 1,966 | |||||||||||
| Provision for doubtful accounts | 1,262 | 19 | (902 | ) | ||||||||||
| Net amortization/accretion of investments | 1,673 | 1,015 | 234 | |||||||||||
| Deferred income taxes | (2,849 | ) | (1,868 | ) | 915 | |||||||||
| Net realized (gains) losses on investments | (1,421 | ) | (316 | ) | 895 | |||||||||
| Gain on sale of asset | — | — | (194 | ) | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Premiums receivable | (7,023 | ) | (13,108 | ) | 10,518 | |||||||||
| Accrued interest receivable | (464 | ) | (544 | ) | (225 | ) | ||||||||
| Deferred policy acquisition costs and deferred charges | (291 | ) | (3,305 | ) | 2,164 | |||||||||
| Other assets | 3,497 | (1,549 | ) | (31 | ) | |||||||||
| Reserve for loss and loss adjustment expenses | 55,321 | 31,017 | (36,490 | ) | ||||||||||
| Unearned premiums | 8,279 | 16,143 | (4,727 | ) | ||||||||||
| Reinsurance balances | 13,173 | 1,742 | 82,157 | |||||||||||
| Amounts held for others and policyholder deposits | 4,975 | 6,230 | (1,839 | ) | ||||||||||
| Accounts payable and other liabilities | 3,565 | 4,360 | (5,310 | ) | ||||||||||
| Net cash provided by operating activities | 91,949 | 50,449 | 54,312 | |||||||||||
Investing activities | ||||||||||||||
| Purchases of investments held-to-maturity | (113,461 | ) | (81,988 | ) | (73,344 | ) | ||||||||
| Purchases of investments available-for-sale | (31,795 | ) | (8,675 | ) | (4,861 | ) | ||||||||
| Proceeds from maturities of investments held-to-maturity | 21,789 | — | — | |||||||||||
| Proceeds from sales and maturities of investments available-for-sale | 14,908 | 37,548 | 26,870 | |||||||||||
| Repayments on mortgage loan | 2,370 | 127 | 118 | |||||||||||
| Purchases of property and equipment | (2,778 | ) | (640 | ) | (2,562 | ) | ||||||||
| Proceeds from sales of property and equipment | 2 | 7 | 874 | |||||||||||
| Net cash used in investing activities | (108,965 | ) | (53,621 | ) | (52,905 | ) | ||||||||
Financing activities | ||||||||||||||
| Proceeds from issuance of subordinated debt securities | 25,780 | 10,310 | — | |||||||||||
| Principal payments on note payable | (6,000 | ) | (2,000 | ) | (1,000 | ) | ||||||||
| Warrants exercised | 86 | — | — | |||||||||||
| Redemption of outstanding Series E preferred stock | (27,244 | ) | — | — | ||||||||||
| Net cash provided by (used in) financing activities | (7,378 | ) | 8,310 | (1,000 | ) | |||||||||
| Change in cash and cash equivalents | (24,394 | ) | 5,138 | 407 | ||||||||||
| Cash and cash equivalents at beginning of year | 49,815 | 44,677 | 44,270 | |||||||||||
| Cash and cash equivalents at end of year | $ | 25,421 | $ | 49,815 | $ | 44,677 | ||||||||
Supplemental disclosure of cash flow information | ||||||||||||||
| Interest paid | $ | 1,260 | $ | 297 | $ | 335 | ||||||||
| Income taxes paid | $ | 8,434 | $ | 8,574 | $ | 4,899 | ||||||||
| Payment-in-kind dividends | $ | 9,781 | $ | 10,133 | $ | 9,453 | ||||||||
See notes to consolidated financial statements.
accompanying notes.
F-6 61
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION FOR THE THREE MONTHS ENDED MARCH
December 31, 1995 AND 1996 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reorganization2004
| 1. | Summary of Significant Accounting Policies |
Organization
AMERISAFE, Inc. (formerly Gulf Universal Holdings, Inc.(“Amerisafe”) (AMERISAFE) was
reorganized on , 1996, resulting in a changeis an insurance holding company incorporated in the reporting
entity. Prior to this reorganization the subsidiaries were American Interstate
Insurance Companystate of Texas, which, based on voting common shares, is 67.5% owned by Welsh, Carson, Anderson and subsidiaries (American Interstate), Auto One Acceptance
CorporationStowe VII L.P. and subsidiaries (Auto One), Gulf Universal Insurance, Ltd. (LTD),
Mor-Tem Systems, Inc. and subsidiaries (Mor-Tem), Systems Operations, Inc.
(d.b.a. Engineered Mechanical Services) (EMS) and Gulf Air, Inc. In connection
with this reorganization, the common stock of certain insurance agency
subsidiaries of Mor-Tem and EMS, and cash were exchanged for the Class B Common
Stock of AMERISAFE held by a minority shareholder.its affiliate WCAS Healthcare Partners, L.P. (“Welsh Carson”). The Company realized a gain
from discontinued operations of approximately $ on , 1996, in
connection with the split-off of these subsidiaries. The net assets and
operations of these subsidiaries are not separately disclosed in the
accompanying financial statements as they are not material. Following the
split-off of the insurance agency subsidiaries of Mor-Tem and EMS the Company
distributed the common stock of Auto One and LTD to the remaining shareholders
on a pro rata basis. The distribution of Auto One and LTD was accounted for as a
reorganization of commonly controlled entities and was accounted for in a manner
similar to a "pooling of interests" (see Note 4). Accordingly, the historical
consolidated financial statements of AMERISAFE have been recast to include, at
historical cost, only the individual companies which were not spun off to the
shareholders for all periods presented. The effect of this change in the
reporting entity was a decrease in net income of $5,465,000 in 1993, $2,930,000
in 1994, $1,160,000 in 1995 and $198,000 in the three months ended March 31,
1996, respectively, and an increase in net income of $987,000 in the three
months ended March 31, 1995. The effect of the change in the reporting entity on
pro forma net income per share was a decrease of $0.05 in 1995 and $0.01 in the
three months ended March 31, 1996.
On August 9, 1996, AMERISAFE's Board of Directors approved a change in the
Company's capital structure for a 3,603.63-for-one stock split, the
reclassification of the Company's common stock to Class B Common Stock, the
authorization of the Class A Common Stock, a change in the par value of the
Preferred Stock from $1.00 per share to $.01 per share, and an increase in the
number of authorized shares of Class A Common Stock, Class B Common Stock and
Preferred Stock to 100,000,000 shares, 100,000,000 shares and 25,000,000 shares,
respectively, effected by amendment to the Company's articles of incorporation.
The accompanying consolidated financial statements reflect the above changes to
the Company's capital structure for all periods presented.
The characteristics of the Class B Common Stock are identical to those of
Class A Common Stock, except that each holder of the Class B Common Stock is
entitled to ten votes for each share held.
Basis of Presentation
The consolidated financial statements include the accounts of AMERISAFEAmerisafe and its wholly-owned subsidiaries: American Interstate Mor-Tem Risk Management,Insurance Company (“AIIC”) and its insurance subsidiaries, Silver Oak Casualty, Inc., Hammerman & Gainer, Inc. (H&G) (“SOCI”) and Gulf Air, Inc., collectively referred
to as the "Company." American Interstate is a property/Insurance Company of Texas (“AIIC-TX”), Amerisafe Risk Services, Inc. (“RISK”) and Amerisafe General Agency, Inc. (“AGAI”). AIIC and SOCI are property and casualty insurance companycompanies, domiciled in the state of LouisianaLouisiana. AIIC-TX is a property and conductscasualty insurance company organized under the laws of the state of Texas, was incorporated on December 20, 2004, and commenced business primarily inon January 1, 2005. RISK, a wholly-owned subsidiary of Amerisafe, is a claims and safety service company servicing only affiliate insurance companies. AGAI, a wholly owned subsidiary of Amerisafe, is a general agent for the southeastern
United States. American Interstate writes primarily workers'Company. AGAI sells insurance, which is underwritten by AIIC, SOCI, and AIIC-TX, as well as by nonaffiliated insurance carriers. The assets and operations of AGAI are not significant to that of the consolidated entity.
Amerisafe and its subsidiaries are collectively referred to herein as the “Company.”
The Company provides workers’ compensation and general liability coverageinsurance for the logging industry. It expanded its workers'
compensation business beyond the logging industry beginningcompanies primarily in 1994, but that
industry group still accounts for approximately 60% of the Company's 1995
premiums earned.special trade groups, including construction, trucking, and logging. Assets and revenues of American InterstateAIIC represent approximately 93% and 90%, respectively,99% of comparable consolidated amounts of the 1995 consolidated amounts.
F-7
62
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Mor-Tem Risk Management, Inc. is domiciled in the stateCompany for each of Louisiana2004, 2003, and provides safety engineering and claims settlement services. On September 1,
1995,2002.
In 1997, the Company acquired H&G,entered into a claims settlement company, for $1,500,000
(including notes payable of $1,200,000).recapitalization agreement with Welsh Carson that resulted in a change to the Company’s capital structure. The assets and liabilities of H&G at
September 1, 1995, have been recorded at their estimated fair values which,
except for certain intangible assets, were not significantly different from
their net carrying values. The unamortized balance of $1,035,000 of intangible
assets arisingCompany used the proceeds from this acquisition is included in other assets at December 31,
1995 and is being amortized on a straight-line basis generally over a 15 year
life. Risk management and claims settlement related assets and revenues
represent approximately 2% and 5%, respectively,recapitalization to repurchase 80% of the 1995then-outstanding common stock. The repurchase of the common stock resulted in a $164,186,000 charge to retained earnings.
Early in 2004, the Company engaged in initial discussions with potential underwriters regarding an initial public offering. In May 2005, Amerisafe’s Board of Directors authorized management to proceed with the initial public offering.
Basis of Presentation
The accompanying consolidated amounts.
Principlesfinancial statements include the accounts of ConsolidationAmerisafe and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in accordance 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 reported period. Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to conform with the current year presentation.
Investments
At acquisition, investments in held-to-maturity fixed maturity securities are recorded at amortized cost. The Company has the ability and positive intent to hold these investments until maturity.
F-7
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
Available-for-sale fixed maturity securities and equity securities are recorded at fair value. Temporary changes in the fair value of the available-for-sale fixed maturity and equity securities are reported in shareholders’ equity as a component of other comprehensive income, net of deferred income taxes.
During 2004, the Company transferred all fixed maturity securities, other than redeemable preferred stock, from the available-for-sale category to the held-to-maturity category. This transfer between categories was accounted for at fair value as of the transfer date. At the date of transfer, the fair value of all securities transferred was $10,707,000 ($6,960,000 net of income taxes) greater than the securities’ par value. The difference between each security’s par value and fair value at the date of transfer is being amortized as a yield adjustment over the respective security’s life. The fair value at the date of transfer, adjusted for subsequent amortization, is considered to be the security’s amortized cost basis.
The mortgage loan is carried at the unpaid principal balance. Collateral on the loan balance consists primarily of a first mortgage on the underlying property. The Company received the final payment on the mortgage loan in June 2004.
Investment income is recognized as it is earned. The discount or premium on fixed maturities is amortized using the scientific “constant yield” method. Anticipated prepayments, where applicable, are considered when determining the amortization of premiums or discounts. Realized investment gains and losses are determined using the specific identification method.
The Company regularly reviews the fair value of its investments. Impairment of an investment security results in a reduction of the carrying value of the security and the realization of a loss when the fair value of the security declines below the cost or amortized cost, as applicable, for the security and the impairment is deemed to be other-than-temporary. The Company regularly reviews the investment portfolio to evaluate the existence of other-than-temporary declines in the fair value of investments. The Company considers various factors in determining if a decline in the fair value of an individual security is other-than-temporary, including but not limited to the length of time and magnitude of the unrealized loss, the volatility of the security, analysts’ recommendations and price targets, opinions of the Company’s external investment advisor, market liquidity, and the Company’s intent to sell or ability to hold the security.
If the Company determines that the decline in fair value is other-than-temporary, the Company adjusts the cost basis of the investment and reports an impairment charge in net realized gains (losses) on investments in the consolidated statements of income in the period in which the Company makes this determination.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments
Cash equivalents include commercial paper, short-term municipal securities, pooled short-term money market funds, and certificates of deposit with an original maturity of three months or lessless.
Premiums Receivable
Premiums receivable consist primarily of premium-related balances due from policyholders. The Company considers premiums receivable as past due based on the payment terms of the underlying policy. The balance is shown net of the allowance for doubtful accounts. Receivables due from insureds are charged off when a determination has been made that a specific balance will not be collected based upon the collection efforts of Company personnel. An estimate of amounts that are likely to be cash equivalents.
Investments
The Company adopted Statement of Financial Accounting Standards No. 115,
Accountingcharged off is established as an allowance for Certain Investments in Debt and Equity Securities (Statement No.
115), for its investments effective January 1, 1994. Pursuant to Statement No.
115, the Company determines the appropriate classification of investments in
debt and equity securities at the time of purchase. If the Company has the
intent and ability at the time of purchase to hold debt securities until
maturity, they are classifieddoubtful accounts as investments held-to-maturity and carried at
amortized cost (unless a permanent impairment in value exists). At the date of
adoption of the new accounting standard, and at the endbalance sheet date. The estimate is
F-8
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
primarily comprised of 1994, the Company had
classified substantially all of its debt securities as held-to-maturity. Debt
securities for which management does not have the ability or intent to hold
until maturity are classified as available-for-sale and carried at market value;
temporary changes in market value are recognized in stockholders' equity as
unrealized gains or losses, net of deferred income tax. The Company has no
securities acquired for trading purposes.
Equity and certain other securitiesspecific balances that are considered available-for-saleprobable to be charged off after all collection efforts have ceased, as well as historical trends and are carried at market value. Temporary changes inan analysis of the market value are reported
in stockholders' equity as unrealized gainsaging of the receivables.
Property and Equipment
The Company’s property and equipment, including certain costs incurred to develop or losses on securities
available-for-sale, net of deferred income tax. This method of reporting is
consistent with the manner in which investments in equity securities were
reported prior to adoption of Statement No. 115. No future income tax benefit
was recordedobtain software for the unrealized loss applicable to equity securities at December
31, 1993 and 1994, as the amounts were not material.
The discount or premium on debt securities is amortized using the interest
method. Anticipated prepayments are not considered when determining the
amortization of premiums or discounts as the unamortized amounts are not
material.
Real Estate, Furniture and Equipment
The Company's office building, furniture, and equipmentinternal use, are stated at cost less accumulated depreciation. Depreciation is calculated primarily by the straight-line method over the estimated useful lives of the respective assets, generally 39 years for the building and three to seven years for furnitureall other fixed assets.
Deferred Policy Acquisition Costs
The direct costs of acquiring and equipment.
F-8
63
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Premium Revenue
Insurance premiums on workers' compensation and general liability coveragesrenewing business are based on actual payroll costs or production duringcapitalized to the policy termextent recoverable and are generally billed monthlyamortized over the effective period of the related insurance policies in arrears; accordingly, there are no significantproportion to premium revenue earned. These capitalized costs consist mainly of sales commissions, premium taxes, and other underwriting costs. The Company evaluates deferred policy acquisition costs for recoverability by comparing the unearned premiums on these lines of business except assigned risk workers'
compensation policies. However, the Company requires a deposit of 5% to 25% of the estimated annual premium attotal expected claim costs and related expenses, offset by anticipated investment income. The Company would reduce the inceptiondeferred costs if the unearned premiums were less than expected claims and expenses after considering investment income. The Company would report any adjustments in amortization of the policy; such deposits are
includeddeferred policy acquisition costs. There were no adjustments necessary in amounts held for others.
All other insurance premiums are reflected in earnings over periods covered
by the policies. Unearned premiums on these policies are computed on a daily pro
rata basis.
2004, 2003, or 2002.
Reserves for ClaimsLoss and Claim SettlementLoss Adjustment Expenses
Reserves for claimsloss and claim settlementloss adjustment expenses represent the estimated ultimate net cost of all reported and unreported claimslosses incurred through the
respective balance sheet dates.December 31. The Company does not discount claimsloss and claim
settlementloss adjustment expense reserves. The Company uses a consulting actuary to assist in the evaluation of the adequacy of the reserves for unpaid claimsloss and claim settlementloss adjustment expenses. The reserves for loss and loss adjustment expenses are estimated using individual case-basis valuations, statistical analyses, and estimates based upon experience for unreported claims and claim
settlementtheir associated loss and loss adjustment expenses. Such estimates may be more or less than the amounts ultimately paid when the claims are settled. The estimates are subject to the effects of trends in loss severity and frequency. Although considerable variability is inherent in suchthese estimates, management believes that the reserves for claimsloss and claim settlementloss adjustment expenses are adequate. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes known;known. Any adjustments are included in current operations.
Subrogation recoverables, as well as deductible recoverables from policyholders, are estimated using individual case-basis valuations and aggregate estimates. Deductibles that are recoverable from policyholders, and other recoverables from state funds, decrease the liability for loss and loss adjustment expenses.
The Company funds its obligations under certain settled claims where the payment pattern and ultimate cost are fixed and determinable on an individual claim basis through the purchase of annuities. These annuities are purchased from unaffiliated carriers and name the claimant as payee. The cost of purchasing the annuity is recorded as paid loss and loss adjustment expenses. To the extent the annuity funds estimated future claims, reserves for loss and loss adjustment expense are reduced.
F-9
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
Premium Revenue
Premiums on workers’ compensation and general liability insurance are based on actual payroll costs or production during the policy term and are normally billed monthly in arrears or annually. However, the Company generally requires a deposit at the inception of a policy.
Premium revenue is earned on a pro rata basis over periods covered by the policies. The reserve for unearned premiums on these policies is computed on a daily pro rata basis.
Reinsurance
Reinsurance premiums, losses, and allocated loss adjustment expenses are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts.
Amounts recoverable from reinsurers include balances currently owed to the Company for losses and allocated loss adjustment expenses that have been paid to policyholders, as well as amounts that are currently reserved for and will be recoverable once the related expense has been paid.
Upon management’s determination that an amount due from a reinsurer is uncollectible due to the reinsurer’s insolvency, or other matters, the amount is written off.
Ceding commissions are earned from certain reinsurance companies and are intended to reimburse the Company for costs related to acquiring policies. Ceding commission income is recognized over the effective period of the related insurance policies in proportion to premium revenue earned and is reflected as a reduction in underwriting and other operating costs.
Contingent commissions are earned from certain reinsurance companies based on the financial results of the applicable risks underwritten by the Company. Contingent commission revenue on reinsurance contracts is recognized during the related reinsurance treaty period and is based on the same assumptions used for recording loss and allocated loss adjustment expenses. These commissions are reflected as a reduction in underwriting and other operating costs and are adjusted as necessary as experience develops or new information becomes known. Any such adjustments are included in current operations. SalvageContingent commissions recognized reduced underwriting and subrogation recoverablesother operating costs by $200,000 in 2004 and $10,000 in 2003 and increased costs by $553,000 in 2002.
Fee and Other Income
The Company recognizes income related to commissions earned by AGAI as the related services are estimatedperformed.
Advertising
All advertising expenditures incurred by the Company are charged to expense in the period to which they relate and are included in underwriting and other operating costs in the consolidated statements of income. Total advertising expenses incurred were $412,000, $506,000, and $389,000 during 2004, 2003, and 2002, respectively.
Income Taxes
The Company accounts for income taxes using the "case-basis"
methodliability method. The provision for large recoverablesincome taxes has two components, amounts currently payable or receivable and historical statistics for smaller
recoverables. Such amounts deducted from the liability for claims and claim
settlement expenses were $237,000 and $250,000 at December 31, 1994 and 1995,
respectively, and $275,000 at March 31, 1996 (unaudited).
Federal Income Taxes
AMERISAFE, its subsidiaries and the former subsidiaries of AMERISAFE have
historically filed a consolidated federal income tax return. The consolidated
tax liability is allocated among the participants in accordance with the ratio
of each participant's taxable income to the consolidated taxable income of the
group.deferred amounts. Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement carrying
F-10
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company has not
establishedconsiders deferred tax assets to be recoverable if it is probable that the related tax losses can be offset by future taxable income. The Company includes future operating income, reversal of existing temporary differences, and tax planning strategies available in this assessment. To the extent the deferred tax assets exceed the amount expected to be recovered in future years, the Company records a valuation allowance for the amount determined unrecoverable. The Company has not recorded a valuation allowance, since the recorded deferred income tax asset at is expected to be fully realized.
Insurance-Related Assessments
Insurance-related assessments are accrued in the period in which they have been incurred. The Company is subject to a variety of assessments related to insurance commerce, including those by state guaranty funds and workers’ compensation second-injury funds. State guaranty fund assessments are used by state insurance oversight agencies to cover losses of policyholders of insolvent or rehabilitated insurance companies and for the operating expenses of such agencies. These mandatory assessments may be partially recovered through a reduction in future premium taxes in certain states. Assessments related to premiums are generally paid one year after the calendar year in which the premium is written, while assessments related to losses are generally paid within one year of when the loss is paid.
Policyholder Dividends
The Company writes certain policies for which the policyholder may participate in favorable claims experience through a dividend. An estimated provision for workers’ compensation policyholders’ dividends is accrued as the related premiums are earned. Dividends do not become a fixed liability unless and until declared by the respective Boards of Directors of Amerisafe’s insurance subsidiaries. The dividend to which a policyholder may be entitled is set forth in the policy and is related to the amount of losses sustained under the policy. Dividends are calculated after the policy expiration. The Company is able to estimate the policyholder dividend liability because the Company has information regarding the underlying loss experience of the policies written with dividend provisions and can estimate future dividend payments from the policy terms.
Variable Interest Entities
In December 2003, Amerisafe formed Amerisafe Capital Trust I (“ACT I”) for the sole purpose of issuing $10,000,000 in trust preferred securities. ACT I used the proceeds from the sale of these securities and Amerisafe’s initial capital contribution to purchase $10,310,000 of subordinated debt securities from Amerisafe. The debt securities are the sole assets of ACT I, and the payments under the debt securities are the sole revenues of ACT I.
In April 2004, Amerisafe formed Amerisafe Capital Trust II (“ACT II”) for the sole purpose of issuing $25,000,000 in trust preferred securities. ACT II used the proceeds from the sale of these securities and Amerisafe’s initial capital contribution to purchase $25,780,000 of subordinated debt securities from Amerisafe. The debt securities are the sole assets of ACT II, and the payments under the debt securities are the sole revenues of ACT II.
F-11
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 19942004
Amerisafe concluded that the equity investments in ACT I and 1995 orACT II (collectively, the “Trusts”) are not at March 31, 1996 as managementrisk since the subordinated debt securities issued by Amerisafe are the Trusts’ sole assets. Accordingly, the Trusts are considered variable interest entities. Amerisafe is not considered to be the primary beneficiary of the Trusts and has concludednot consolidated these entities.
Earnings Per Share
The Company applies the entire
deferred income tax asset will be realized.
Pro Forma Net Income per Share
Pro forma net incometwo-class method to compute basic earnings per share was computed based on(“EPS”). This method calculates earnings per share for each class of common stock and participating security. Income available to common shareholders is allocated to common shares and participating securities to the weighted averageextent that each security shares in earnings as if all earnings for the period had been distributed. The amount of earnings allocated to common shares is divided by the weighted-average number of common and common equivalent shares outstanding. The weighted average
shares outstanding for each periodthe period. Participating securities that are convertible into common stock are included in the computation of basic EPS if the effect is dilutive.
Diluted EPS include potential common equivalent shares attributable
to convertible preferred stock (5,515,353 shares), outstanding stock options
(120,000 shares) usingassumed issued under the treasury stock method, incremental shares fromwhich reflects the expected issuancepotential dilution that would occur if any outstanding options or warrants were exercised and includes the “if converted” method for participating securities if the effect is dilutive. The two-class method of Class A Common Stock (6,000 shares) and pro forma shares
for the number of shares whose proceeds would be necessary to pay certain debts
originated in connection with the reorganization of AMERISAFE to be paid
F-9
64
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
from the proceeds of the Company's initial public offering of its Class A Common
Stock (4,140,000 shares) (See Note 8). Incremental shares resulting from the
issuance of convertible preferred stock and stock options issued prior to the
Company's initial public offering have been includedcalculating diluted EPS is used in the weighted average
shares outstanding for all periods for which net income per shareevent the “if converted” method is presented.
All Class A common share and per share data have been restated to adjust for the
3,603.626-for-one stock split of the Company's Common Stock.
Reinsurance
Reinsurance premiums, claims, and claim settlement expenses are accounted
for on bases consistent with those used in accounting for the original policies
issued and the terms of the reinsurance contracts.
anti-dilutive.
Stock-Based Compensation
The Company grants stock options for a fixed number of shares to employees
and non-employee directors with an exercise price equal to the fair value at
grant date.
The Company accounts for stock option grants in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees,its stock-based compensation using the intrinsic value method and, accordingly,as such, generally recognizes no compensation expensecost for theemployee stock option grants. Pro forma information regarding net income and earnings per share
is required by Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation (Statement No. 123), as if the Company had
accounted for its stock options under the fair value method of Statement No.
123. The Company will make the pro forma disclosures required by Statement No.
123 when stock options are granted.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Such estimates and assumptions could change in the future as
more information becomes known which could impact the amounts reported and
disclosed herein.
2. INVESTMENTS
The Company believes its investments do not pose unusual credit risk and
are widely diversified. In excess of 95% of the Company's investments in debt
securities at December 31, 1995 have investment agency ratings of AA or higher.
The remaining debt securities are investment grade or better.
A summary of net investment income is as follows (in thousands):
options.
| 2. | Investments |
The gross unrealized gains and losses on, and the cost and fair value of, those investments classified as held-to-maturity at December 31, 1994 and 1995 and March 31,
19962004 are summarized as follows (in thousands):
F-11
66
follows:
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | ||||||||||||||
| Cost | Gains | Losses | Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||||
| U.S. Treasury securities and obligations of U.S. Government agencies | $ | 39,255 | $ | 37 | $ | (80 | ) | $ | 39,212 | |||||||
| States and political subdivisions | 173,103 | — | (553 | ) | 172,550 | |||||||||||
| Mortgage-backed and asset-backed securities | 91,836 | 165 | (284 | ) | 91,717 | |||||||||||
| Long-term certificates of deposit | 100 | — | — | 100 | ||||||||||||
| Corporate bonds | 25,359 | 30 | (20 | ) | 25,369 | |||||||||||
| Totals | $ | 329,653 | $ | 232 | $ | (937 | ) | $ | 328,948 | |||||||
F-12
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
STATEMENTS—(Continued)
December 31, 2004
The gross unrealized gains and losses on, and the cost and fair value of, those investments classified as available-for-sale at December 31, 2004 are summarized as follows:
| Cost or | Gross | Gross | ||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| (In thousands) | ||||||||||||||||
| Common stocks | $ | 24,879 | $ | 2,907 | $ | (269 | ) | $ | 27,517 | |||||||
| Preferred stocks | 7,776 | 149 | (227 | ) | 7,698 | |||||||||||
| Totals | $ | 32,655 | $ | 3,056 | $ | (496 | ) | $ | 35,215 | |||||||
The gross unrealized gains and losses on, and the cost and fair value of, those investments classified as available-for-sale at December 31, 2003 are summarized as follows:
| Cost or | Gross | Gross | ||||||||||||||
| Amortized | Unrealized | Unrealized | ||||||||||||||
| Cost | Gains | Losses | Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||||
| U.S. Treasury securities and obligations of U.S. Government agencies | $ | 28,507 | $ | 1,066 | $ | (22 | ) | $ | 29,551 | |||||||
| States and political subdivisions | 147,798 | 5,946 | (80 | ) | 153,664 | |||||||||||
| Mortgage-backed and asset-backed securities | 31,246 | 1,118 | (4 | ) | 32,360 | |||||||||||
| Long-term certificates of deposit | 100 | — | — | 100 | ||||||||||||
| Corporate bonds | 23,478 | 2,684 | — | 26,162 | ||||||||||||
| 231,129 | 10,814 | (106 | ) | 241,837 | ||||||||||||
| Common stocks | 6,066 | 442 | (124 | ) | 6,384 | |||||||||||
| Preferred stocks | 7,131 | 177 | (170 | ) | 7,138 | |||||||||||
| 13,197 | 619 | (294 | ) | 13,522 | ||||||||||||
| Totals | $ | 244,326 | $ | 11,433 | $ | (400 | ) | $ | 255,359 | |||||||
A summary of the cost or amortized cost and fair value of investments in debtfixed maturity securities at December 31, 2004, by contractual maturity, at December 31, 1995 is as follows (in
thousands):
follows:
| Cost or | |||||||||
| Amortized | |||||||||
| Cost | Fair Value | ||||||||
| (In thousands) | |||||||||
| Maturity: | |||||||||
| Due in 2005 | $ | 11,851 | $ | 11,809 | |||||
| In 2006 through 2009 | 117,701 | 117,328 | |||||||
| In 2010 through 2014 | 90,405 | 90,279 | |||||||
| After 2014 | 19,589 | 19,570 | |||||||
| Mortgage-backed and asset-backed securities | 91,836 | 91,717 | |||||||
| Totals | $ | 331,382 | $ | 330,703 | |||||
The actual maturities of the debtfixed maturity securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
F-13
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
At December 31, 1995,2004, there were $365,000$25,000 of short-term investments
(included in cash equivalents and cash equivalents) and $3,316,000$18,028,000 of held-to-maturity investments on deposit as required withby regulatory agencies of states in which the Company does business. Proceeds from sales or maturitiesA summary of available-for-sale securities during
1993, 1994 and 1995 were approximately $2,284,000, $384,000 and $1,805,000,
respectively, and $125,000 and $1,774,000 for the three months ended March 31,
1995 and 1996, respectively. Gross gains of $147,000, $26,000 and $174,000 and
gross losses of $38,000, $4,000 and $1,000 wereCompany’s realized on these securities
during 1993, 1994 and 1995, respectively. No gains or losses were realized on
the sale or maturity of available-for-sale securities during the three months
ended March 31, 1995 and 1996. Realized gains and losses are determined on the
basissales, calls or redemptions of the cost of the specific security sold.
During 1995, Silver Oak Casualty, Inc. (Silver Oak), a subsidiary of
American Interstate, disposed of two held-to-maturity debt securities prior to
their stated maturities to satisfy its liquidity needs. As a result, on the
basis of the likelihood that other sales may occur in the future, all of Silver
Oak's debt securities, with an aggregate amortized cost of approximately
$3,300,000investments for 2004, 2003, and an unrealized loss of approximately $25,000, were transferred to
the available-for-sale portfolio.
American Interstate sold a held-to-maturity debt security during 1995 prior
to its stated maturity. The security, which had a carrying value of $300,000,
was sold at a loss of $8,000. The sale was the result of a downgrade in the
investment rating of the security by Standard and Poor's rating agency and2002 is considered an isolated event. The Company's management intends to hold the
remaining held-to-maturity portfolio until maturity.
F-12
67
as follows:
| Fixed | ||||||||||||||||
| Maturity | ||||||||||||||||
| Securities | ||||||||||||||||
| Available | Equity | |||||||||||||||
| for Sale | Securities | Other | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
Year ended December 31, 2004 | ||||||||||||||||
| Proceeds from sales | $ | — | $ | 13,529 | $ | — | $ | 13,529 | ||||||||
| Gross realized investment gains | $ | — | $ | 1,784 | $ | — | $ | 1,784 | ||||||||
| Gross realized investment losses | — | (537 | ) | — | (537 | ) | ||||||||||
| Net realized investment gain | — | 1,247 | — | 1,247 | ||||||||||||
| Impairments | — | — | — | — | ||||||||||||
| Other, including gains on calls and redemptions | — | — | 174 | 174 | ||||||||||||
| Net realized investment gains | $ | — | $ | 1,247 | $ | 174 | $ | 1,421 | ||||||||
Year ended December 31, 2003 | ||||||||||||||||
| Proceeds from sales | $ | 27,469 | $ | 4,923 | $ | — | $ | 32,392 | ||||||||
| Gross realized investment gains | $ | 2 | $ | 357 | $ | — | $ | 359 | ||||||||
| Gross realized investment losses | (5 | ) | (56 | ) | — | (61 | ) | |||||||||
| Net realized investment gain | (3 | ) | 301 | — | 298 | |||||||||||
| Impairments | — | — | — | — | ||||||||||||
| Other, including gains on calls and redemptions | 18 | — | — | 18 | ||||||||||||
| Net realized investment gains | $ | 15 | $ | 301 | $ | — | $ | 316 | ||||||||
Year ended December 31, 2002 | ||||||||||||||||
| Proceeds from sales | $ | 18,447 | $ | 4,503 | $ | — | $ | 22,950 | ||||||||
| Gross realized investment gains | $ | 22 | $ | — | $ | — | $ | 22 | ||||||||
| Gross realized investment losses | (63 | ) | (857 | ) | — | (920 | ) | |||||||||
| Net realized investment loss | (41 | ) | (857 | ) | — | (898 | ) | |||||||||
| Impairments | — | — | — | — | ||||||||||||
| Other, including gains on calls and redemptions | 3 | — | — | 3 | ||||||||||||
| Net realized investment losses | $ | (38 | ) | $ | (857 | ) | $ | — | $ | (895 | ) | |||||
F-14
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. REINSURANCESTATEMENTS—(Continued)
December 31, 2004
Major categories of the Company’s net investment income are summarized as follows:
| Year Ended December 31, | |||||||||||||
| 2004 | 2003 | 2002 | |||||||||||
| (In thousands) | |||||||||||||
| Gross investment income: | |||||||||||||
| Fixed maturity securities | $ | 11,294 | $ | 9,358 | $ | 8,430 | |||||||
| Equity securities | 811 | 611 | 428 | ||||||||||
| Cash and cash equivalents | 693 | 742 | 1,159 | ||||||||||
| Total gross investment income | 12,798 | 10,711 | 10,017 | ||||||||||
| Investment expenses | (581 | ) | (605 | ) | (598 | ) | |||||||
| Net investment income | $ | 12,217 | $ | 10,106 | $ | 9,419 | |||||||
The following table summarizes the gross unrealized losses on securities:
| Less Than | Twelve Months | |||||||||||||||
| Twelve Months | or Longer | |||||||||||||||
| Fair | Unrealized | Fair | Unrealized | |||||||||||||
| Value | Losses | Value | Losses | |||||||||||||
| (In thousands) | ||||||||||||||||
| December 31, 2004 | $ | 94,003 | $ | 963 | $ | 16,284 | $ | 470 | ||||||||
| December 31, 2003 | 17,362 | 330 | 589 | 70 | ||||||||||||
The Company reviewed all securities with unrealized losses in accordance with the impairment policy described in Note 1. The Company determined that the unrealized losses in the fixed maturity portfolio relate primarily to changes in market interest rates since the date of purchase or the transfer of the investments from the available-for-sale classification to the held-to-maturity classification. The Company expects to recover the amortized cost of these securities since management expects to hold the securities until they mature. The Company determined the unrealized losses in the equity portfolio were due to general market conditions. Management believes that these conditions will improve such that these unrealized losses will be recovered.
| 3. | Premiums Receivable |
Premiums receivable consist primarily of premium-related balances due from policyholders. The balance is shown net of the allowance for doubtful accounts. The components of premiums receivable are shown below:
| December 31, | ||||||||
| 2004 | 2003 | |||||||
| (In thousands) | ||||||||
| Premiums receivable | $ | 117,057 | $ | 111,609 | ||||
| Allowance for doubtful accounts | (2,916 | ) | (3,229 | ) | ||||
| Premiums receivable, net | $ | 114,141 | $ | 108,380 | ||||
F-15
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
The following summarizes the activity in the allowance for doubtful accounts:
| December 31, | ||||||||||||
| 2004 | 2003 | 2002 | ||||||||||
| (In thousands) | ||||||||||||
| Balance, beginning of year | $ | 3,229 | $ | 4,339 | $ | 5,714 | ||||||
| Provision for bad debts | 1,262 | 19 | (902 | ) | ||||||||
| Write-offs | (1,575 | ) | (1,129 | ) | (473 | ) | ||||||
| Balance, end of year | $ | 2,916 | $ | 3,229 | $ | 4,339 | ||||||
| 4. | Deferred Policy Acquisition Costs |
The Company incurs certain costs related to acquiring policies. These costs are deferred and expensed over the life of the related policies. Major categories of the Company’s deferred policy acquisition costs are summarized as follows:
| December 31, | ||||||||
| 2004 | 2003 | |||||||
| (In thousands) | ||||||||
| Agents’ commissions | $ | 7,737 | $ | 6,876 | ||||
| Premium taxes | 2,957 | 2,695 | ||||||
| Deferred underwriting expenses | 1,350 | 2,249 | ||||||
| Total deferred policy acquisition costs | $ | 12,044 | $ | 11,820 | ||||
The following summarizes the activity in the deferred policy acquisition costs:
| Year Ended December 31, | ||||||||||||
| 2004 | 2003 | 2002 | ||||||||||
| (In thousands) | ||||||||||||
| Balance, beginning of year | $ | 11,820 | $ | 9,505 | $ | 11,077 | ||||||
| Policy acquisition costs deferred | 26,193 | 22,391 | 18,893 | |||||||||
| Amortization expense during the year | (25,969 | ) | (20,076 | ) | (20,465 | ) | ||||||
| Balance, end of year | $ | 12,044 | $ | 11,820 | $ | 9,505 | ||||||
F-16
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
| 5. | Property and Equipment |
Property and equipment consist of the following:
| December 31, | ||||||||
| 2004 | 2003 | |||||||
| (In thousands) | ||||||||
| Land and office building | $ | 4,334 | $ | 4,313 | ||||
| Furniture and equipment | 6,914 | 6,719 | ||||||
| Software | 6,022 | 3,630 | ||||||
| Automobiles | 110 | 110 | ||||||
| 17,380 | 14,772 | |||||||
| Accumulated depreciation | (10,303 | ) | (8,772 | ) | ||||
| Real estate, furniture, and equipment, net | $ | 7,077 | $ | 6,000 | ||||
At December 31, 2004, furniture and equipment included property under capital leases of $20,000 and software included property under capital leases of $1,110,000. There is no accumulated depreciation related to these properties at December 31, 2004. At December 31, 2003, furniture and equipment included property under capital leases of $619,000 and software included property under capital leases of $497,000. Accumulated depreciation includes $465,000 at December 31, 2003 that was related to these properties. The capital lease obligations related to this property are included in accounts payable and other liabilities.
Future minimum lease payments related to the capital lease obligations are detailed below (In thousands):
| 2005 | $ | 510 | ||
| 2006 | 510 | |||
| 2007 | 510 | |||
| Total minimum lease payments | 1,530 | |||
| Less amount representing interest | (69 | ) | ||
| Present value of net minimum lease payments | $ | 1,461 | ||
| 6. | Reinsurance |
The Company cedes reinsurancecertain premiums and losses to various unaffiliated reinsurers under quota share and excess-of-loss policies. Thosetreaties. These reinsurance arrangements provide for greater diversification of business, allow management to control exposure to potential losses arising from largerlarge risks, and provide additional capacity for growth. Generally, the Company retains $200,000 per
occurrence.
The effect of reinsurance on premiums written and earned in 1993, 1994 and
1995 was as follows (in thousands):
Claims and claim settlement expenses were reduced by reinsurance recoveries
of $5,462,000, $3,906,000 and $5,398,000 in 1993, 1994 and 1995, respectively,
and $760,000 and $1,320,000 for the three months ended March 31, 1995 and 1996,
respectively.
Amounts recoverable from reinsurers consist of the following (in
thousands):
The five largest unsecured reinsurance recoverables associated with
unaffiliated reinsurers at December 31, 1995, are shown below (in thousands).
The A.M. Best rating for the reinsurer is shown parenthetically.
Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreements. To minimize its exposure to significant losses F-13
68
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar
F-17
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
geographic regions, activities, or economic characteristics of the reinsurers. 4. FEDERAL INCOME TAXES
Deferred income taxes reflectThe effect of reinsurance on premiums written and earned in 2004, 2003, and 2002 was as follows:
| 2004 Premiums | 2003 Premiums | 2002 Premiums | ||||||||||||||||||||||
| Written | Earned | Written | Earned | Written | Earned | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| Direct | $ | 264,962 | $ | 256,684 | $ | 223,590 | $ | 207,447 | $ | 185,093 | $ | 189,820 | ||||||||||||
| Ceded | (21,951 | ) | (21,951 | ) | (27,600 | ) | (27,600 | ) | (26,563 | ) | (26,563 | ) | ||||||||||||
| Net premiums | $ | 243,011 | $ | 234,733 | $ | 195,990 | $ | 179,847 | $ | 158,530 | $ | 163,257 | ||||||||||||
The amounts recoverable from reinsurers consist of the net tax effectsfollowing:
| December 31, | |||||||||
| 2004 | 2003 | ||||||||
| (In thousands) | |||||||||
| Unpaid losses recoverable: | |||||||||
| Case basis | $ | 164,942 | $ | 181,870 | |||||
| Incurred but not reported | 24,682 | 12,688 | |||||||
| Paid losses recoverable | 9,353 | 17,216 | |||||||
| Total | $ | 198,977 | $ | 211,774 | |||||
Amounts recoverable from reinsurers consists of temporary differences
betweenpaid losses recoverable, ceded case reserves and ceded IBNR reserves. Paid losses recoverable are receivables currently due from reinsurers for ceded paid losses. Ceded case and ceded IBNR reserves represent the carryingportion of our gross loss and loss adjustment expense liabilities that are recoverable under reinsurance agreements, but are not yet due from reinsurers. The Company considers paid losses recoverable outstanding for more than 90 days to be past due. At December 31, 2004, approximately $164,000, or 1.8%, of the $9,353,000 of paid losses recoverable were past due.
The Company received reinsurance recoveries of approximately $54,144,000 in 2004, $60,960,000 in 2003, and $104,745,000 in 2002.
At December 31, 2004, unsecured reinsurance recoverables from reinsurers that exceeded 3% of statutory surplus of the Company’s insurance subsidiary are shown below (in thousands). The A.M. Best Company rating for the reinsurer is shown parenthetically.
| Converium Reinsurance North America (B-) | $ | 83,403 | ||
| American Re-Insurance Company (A+) | 38,616 | |||
| Odyssey America Reinsurance Corporation(A) | 21,064 | |||
| St. Paul Fire & Marine Insurance Company(A) | 12,592 | |||
| Clearwater Insurance Company(A) | 10,571 | |||
| Scor Reinsurance Company (B++) | 7,962 | |||
| Other reinsurers | 24,769 | |||
| Total | $ | 198,977 | ||
During 2004, the Company’s largest reinsurer, Converium Reinsurance North America (“CRNA”), was downgraded by A.M. Best Company, from A- to B-, as a result of the emergence of significant and previously unrecorded losses. While this downgrade had no immediate impact on the
F-18
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
Company’s consolidated financial statements, it caused a decrease in the Company’s A.M. Best Company’s Capital Adequacy Ratio (“BCAR”) due to the increase in the capital charge sustained against the CRNA recoverable. CRNA continues to reimburse the Company for its portion of reinsured paid losses, and no amounts of assets and liabilities for financial reporting
purposes and the amounts used for federal income tax purposes.are past due. See Note 22— Subsequent Events.
| 7. | Income Taxes |
The Company'sCompany’s deferred income tax assets and liabilities are as follows (in thousands):
follows:
| December 31, | |||||||||
| 2004 | 2003 | ||||||||
| (In thousands) | |||||||||
| Deferred income tax assets: | |||||||||
| Discounting of net unpaid loss and loss adjustment expenses | $ | 8,836 | $ | 6,819 | |||||
| Unearned premiums | 9,510 | 8,340 | |||||||
| Accrued expenses and other | 1,702 | 1,601 | |||||||
| Accrued policyholder dividends | 445 | 448 | |||||||
| Accrued insurance-related assessments | 5,578 | 5,071 | |||||||
| Total deferred tax assets | 26,071 | 22,279 | |||||||
| Deferred income tax liabilities: | |||||||||
| Deferred policy acquisition costs | (5,386 | ) | (4,603 | ) | |||||
| Deferred charges | (877 | ) | (828 | ) | |||||
| Unrealized gain on securities available-for-sale | (3,799 | ) | (3,861 | ) | |||||
| Property and equipment, primarily a result of differences in depreciation | (376 | ) | (273 | ) | |||||
| Other | (9 | ) | (1 | ) | |||||
| Total deferred tax liabilities | (10,447 | ) | (9,566 | ) | |||||
| Net deferred income tax asset | $ | 15,624 | $ | 12,713 | |||||
The components of consolidated federal income tax expense (benefit) are as follows
(in thousands):
F-14
69
follows:
| Year Ended December 31, | |||||||||||||
| 2004 | 2003 | 2002 | |||||||||||
| (In thousands) | |||||||||||||
| Current: | |||||||||||||
| Federal | $ | 5,444 | $ | 4,299 | $ | (2,678 | ) | ||||||
| State | 534 | 415 | 325 | ||||||||||
| 5,978 | 4,714 | (2,353 | ) | ||||||||||
| Deferred: | |||||||||||||
| Federal | (2,849 | ) | (1,868 | ) | 915 | ||||||||
| Total | $ | 3,129 | $ | 2,846 | $ | (1,438 | ) | ||||||
F-19
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Federal incomeSTATEMENTS—(Continued)
December 31, 2004
Income tax expense (benefit) from operations is different from the amount computed by applying the U.S. federal income tax statutory rate of 34%35% to income before federal income taxes as follows (in thousands):
follows:
| Year Ended December 31, | ||||||||||||
| 2004 | 2003 | 2002 | ||||||||||
| (In thousands) | ||||||||||||
| Income tax computed at federal statutory tax rate | $ | 4,790 | $ | 4,004 | $ | 1,310 | ||||||
| Tax-exempt interest, net | (1,737 | ) | (1,392 | ) | (1,055 | ) | ||||||
| State income tax | 534 | 415 | 325 | |||||||||
| Dividends received deduction | (135 | ) | (127 | ) | (90 | ) | ||||||
| Tax method changes for prior year | — | — | (1,125 | ) | ||||||||
| Other | (323 | ) | (54 | ) | (803 | ) | ||||||
| $ | 3,129 | $ | 2,846 | $ | (1,438 | ) | ||||||
| 8. | Note Payable |
At December 31, 2003, the Company distributedhad a note payable with an outstanding balance of $6,000,000, bearing interest at the stock of certain subsidiaries to shareholders ofFederal Funds Rate plus 0.75% (1.91%). The note matured on April 1, 2004, and the Company made a final payment of $6,000,000, plus accrued interest.
| 9. | Subordinated Debt Securities |
On December 16, 2003, Amerisafe entered into a trust preferred securities transaction pursuant to which it issued $10,310,000 aggregate principal amount of subordinated debt securities due in 2034. To effect the transaction, Amerisafe formed a transaction intended to qualify as tax-free distributions for federal income tax
purposes under section 355 of the Internal Revenue Code of 1986, as amended (the
"Code"Delaware statutory trust, Amerisafe Capital Trust I (“ACT I”). PriorACT I issued $10,000,000 of preferred securities to such distributions,investors and $310,000 of common securities to Amerisafe. ACT I used the Boardproceeds from these issuances to purchase the subordinated debt securities. Amerisafe pays interest on its ACT I subordinated debt securities quarterly at a rate equal to LIBOR plus 4.10% per annum. ACT I pays interest on its preferred securities at the same rate. The Amerisafe subordinated debt securities and ACT I preferred securities are repayable on or after January 8, 2009. Payments of Directors of the Company
received an opinion from its legal counsel to the effect that such distributions
should so qualify for federal income tax purposes. No ruling with respect to
such distributions was obtained from the IRS; however,principal, interest, and there can be no
assurance that the IRS will not take a position that such distributions do not
qualify as tax-free. If the distributions were not to qualify for tax-free
treatment under section 355 of the Code, the Company would recognize taxable
gainspremium, if any, on the distributionsACT I preferred securities are guaranteed by Amerisafe.
On April 29, 2004, Amerisafe entered into a second trust preferred securities transaction pursuant to which it issued $25,780,000 aggregate principal amount of subordinated debt securities due in 2034. To effect the subsidiaries stocktransaction, Amerisafe formed a Delaware statutory trust, Amerisafe Capital Trust II (“ACT II”). ACT II issued $25,000,000 of preferred securities to investors and $780,000 of common securities to Amerisafe. ACT II used the proceeds from these issuances to purchase the subordinated debt securities. Amerisafe pays interest on its ACT II subordinated debt securities quarterly at a rate equal to the differenceLIBOR plus 3.80% per annum. ACT II pays interest on such date between (i) the fair market value of the distributed stock and (ii)
the Company's adjusted basis in such stock,its preferred securities at the transaction date.same rate. The Company is in the processAmerisafe subordinated debt securities and ACT II preferred securities are repayable on or after April 29, 2009. Payments of resolving various issues with respect to
examinations by the Internal Revenue Service (IRS) of AMERISAFE's 1992
consolidated income tax returnprincipal, interest, and of the 1990 and 1991 tax returns of a
subsidiary that was merged into AMERISAFE. The IRS has assessed the Company an
aggregate of approximately $5.4 million for alleged tax deficiencies as a result
of these examinations, approximately $3.3 million of which relate to temporary
differences. The Company has filed a written protest of the alleged deficiencies
related to the examination of its 1992 consolidated tax return. Management
believes the alleged deficiencies are without merit and intends to vigorously
defend its position on these matters and litigate thempremium, if necessary. In
addition, the Company has entered into an agreement with certain of its former
subsidiaries that were split-off in connection with the reorganization (see Note
1) whereby it will be indemnified for any, liability that might result from the
1990 and 1991 examinations. Management does not believe the resolution of these
matters will have a material effect on the financial position or results of
operations of the Company. The resolution of the temporary differences related
to the 1992 examination may result in an increase in deferred tax benefit and a
significant cash payment of income taxesACT II preferred securities are guaranteed by the Company if it does not prevail
in its protest.
F-15
70
Amerisafe.
F-20
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. NOTES PAYABLE
Notes payable consist of the following (in thousands):
The future maturities of the Company's outstanding notes payable at
STATEMENTS—(Continued)
December 31, 1995, without regards to the matter discussed in the following
paragraph, are summarized as follows (in thousands):
2004
| 10. | Loss and Loss Adjustment Expenses |
The following table provides a reconciliation of the beginning and ending reserve balances, net of reinsurance recoverables,related amounts recoverable from reinsurers, for 1993, 19942004, 2003, and 1995 and
the three months ended March 31, 1996 (in thousands):
2002:
| Year Ended December 31, | ||||||||||||||
| 2004 | 2003 | 2002 | ||||||||||||
| (In thousands) | ||||||||||||||
| Reserves for loss and loss adjustment expenses (“LAE”), net of related amounts recoverable from reinsurers, at beginning of year | $ | 183,001 | $ | 152,908 | $ | 119,020 | ||||||||
| Add: | ||||||||||||||
| Provision for loss and LAE for claims occurring in the current year, net of reinsurance | 160,773 | 126,977 | 117,212 | |||||||||||
| Change in estimated loss and LAE for claims occurring in prior years, net of reinsurance | 13,139 | 973 | 1,850 | |||||||||||
| 173,912 | 127,950 | 119,062 | ||||||||||||
| Uncollectible reinsurance adjustment, for loss and LAE occurring in prior years | 274 | 1,300 | 2,000 | |||||||||||
| Incurred losses during the current year, net of reinsurance | 174,186 | 129,250 | 121,062 | |||||||||||
| Less loss and LAE payments for claims, net of reinsurance, occurring during: | ||||||||||||||
| Current year | 40,312 | 32,649 | 36,060 | |||||||||||
| Prior years | 73,619 | 66,508 | 51,114 | |||||||||||
| 113,931 | 99,157 | 87,174 | ||||||||||||
| Reserves for loss and LAE, net of related amounts recoverable from reinsurers, at end of year | 243,256 | 183,001 | 152,908 | |||||||||||
| Add amounts recoverable from reinsurers on unpaid loss and LAE | 189,624 | 194,558 | 193,634 | |||||||||||
| Reserves for loss and LAE | $ | 432,880 | $ | 377,559 | $ | 346,542 | ||||||||
The Company'sCompany’s reserves for claimsloss and claim settlementloss adjustment expenses, net of related reinsurance recoverables,amounts recoverable from reinsurers, at December 31, 1992, 1993, 1994,2003, 2002, and 1995,2001, were decreasedincreased during the subsequent year by $13,139,000, $973,000, and $1,850,000, respectively. Most of the 2004 prior year development occurred in 1993, 1994, 1995,the 2002 accident year, where the Company’s ultimate loss estimate increased by approximately $9,400,000. The unfavorable development in the 2002 accident year was the result of settlements above the established case reserves or upward revisions to the estimated settlements on an individual case-by-case basis. The revisions to the Company’s case reserves reflect new information gained by claims adjusters in the normal course of adjusting claims and then reflected in the financial statements when the information becomes available. It is typical for more serious claims to take several years to settle and the three months ended March 31, 1996
(unaudited)Company continually revises estimates as more information about claimants’ medical conditions and potential disability becomes known and the claims get closer to being settled. As the 2002 accident year has developed, the Company has found it necessary to increase reserves on reported claims for both indemnity and medical losses.
Reliance Insurance Company (“Reliance”), one of the Company’s reinsurers, was placed into liquidation in October 2001. As a result of adverse development in the policy years covered by $1,911,000, $1,387,000, $3,150,000, and $269,000, respectively,
for claims that had occurred prior to those balance sheet dates. The decreases
were due to settling case-basis
F-17
72
the
F-21
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
liabilitiesSTATEMENTS—(Continued)
December 31, 2004
Reliance reinsurance, the Company incurred an additional $260,000, $1,300,000, and $2,000,000 of loss and allocated loss adjustment expense related to claims in those periods for less than originally
estimated. Most of the favorable development has resultedadditional impaired amounts recoverable from the Company's
managed results approachReliance during 2004, 2003, and claims management process. No return premiums are
due as a result of prior-year effects.2002, respectively.
The anticipated effect of inflation is implicitly considered when estimating liabilities for claimsloss and claim settlementloss adjustment expenses. While anticipated price
increases due to inflation are considered in estimating the ultimate claim
costs, the increase in average severities of claims is caused by a number of
factors that vary with the individual type of policy written. Future averageAverage severities are projected based on historical trends adjusted for implemented changes in underwriting standards, policy provisions, and general economic trends. ThoseThese anticipated trends are monitored based on actual development and are modified if necessary.
7. REAL ESTATE, FURNITURE AND EQUIPMENT
Real estate, furniture and equipment consists of the following (in
thousands):
| 11. | Statutory Accounting and |
Amerisafe’s insurance subsidiary are required to
periodically submitsubsidiaries file financial statements prepared in accordance with statutory accounting practices toprinciples prescribed or permitted by the insurance regulatory authorities. Accounting practices
used to prepare these statutory-basis financial statements differ from generally
accepted accounting principles. American Interstate's statutoryauthorities of the state in which they are domiciled. Statutory-basis shareholder’s capital and surplus determined using statutory accounting practices, as ofat December 31, 19942004, 2003, and 1995, was approximately $20,006,0002002 of the directly owned insurance subsidiary, American Interstate Insurance Company, and $26,715,000, respectively; itsthe combined statutory-basis net income for all Amerisafe’s insurance subsidiary's statutorysubsidiaries for the three years in the period ended December 31, 2004, were as follows (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
| Capital and surplus | $ | 112,334 | $ | 96,905 | $ | 86,378 | ||||||
| Net income | 7,828 | 2,598 | 4,976 | |||||||||
Property and casualty insurance companies are subject to certain risk-based capital (“RBC”) requirements specified by the National Association of Insurance Commissioners. Under these requirements, a target minimum amount of capital and surplus was approximately
$3,108,000 and $3,270,000 atmaintained by a property/casualty insurance company is determined based on the various risk factors related to it. At December 31, 1994 and 1995, respectively. American
Interstate's statutory net income was approximately $5,177,000, $4,676,000, and
$7,888,000 for2004, the years ended December 31, 1993, 1994, and 1995, respectively;
its insurance subsidiary reported net losses of approximately $156,000 and
$563,000 for the years ended December 31, 1993 and 1994, respectively, and net
income of approximately $88,000 for the year ended December 31, 1995.
Under Louisiana insurance regulations, American Interstate and its
insurance subsidiary are each required to maintain minimum capital and surplus of $3 million at December 31, 1995.AIIC and its subsidiaries exceeded the minimum RBC requirement.
Pursuant to routine regulatory requirements, American InterstateAIIC cannot pay dividends to Amerisafe in excess of the lesser of 10% of statutory surplus, or statutory net income, lessexcluding realized capitalinvestment gains, for the preceding 12-month period, without the prior approval of the Louisiana Commissioner of Insurance. American Interstate
cannotHowever, for purposes of this dividend calculation, net income from the previous two calendar years may be carried forward to the extent that it has not already been paid out as dividends. No such dividends were paid to Amerisafe in 2004, 2003, or 2002. Based upon the above described calculation, AIIC could pay to Amerisafe dividends up to $11,233,000 in 1996 in excess of approximately $2.7 million2005 without priorseeking regulatory approval.
F-22
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
| 12. | Preferred Stock |
Series A Preferred Stock
The redeemable cumulativefollowing table summarizes the activity in the Series A preferred stock paysfor the three years in the period ended December 31, 2004 (dollars in thousands):
| Redemption | |||||||||
| Shares | Amount | ||||||||
| Balance at January 1, 2002 | 665,206 | $ | 66,520 | ||||||
| Series A preferred stock dividends | 47,801 | 4,780 | |||||||
| Balance at December 31, 2002 | 713,007 | 71,300 | |||||||
| Series A preferred stock dividends | 51,236 | 5,124 | |||||||
| Balance at December 31, 2003 | 764,243 | 76,424 | |||||||
| Series A preferred stock dividends | 54,918 | 5,492 | |||||||
| Balance at December 31, 2004 | 819,161 | $ | 81,916 | ||||||
Holders of Series A Preferred Stock are entitled to cumulative dividends at athe rate of 8%$7 per annum (appliedyear payable quarterly in shares of Series A Preferred Stock.
The Series A Preferred Stock is redeemable, in whole or in part, by Amerisafe at any time. The redemption price for the Series A Preferred Stock is $100 plus accrued and unpaid dividends per share (the “Redemption Price”). Upon consummation of a public offering of its equity securities, Amerisafe is required to use 50% of its net proceeds from the offering to redeem outstanding shares of Series A Preferred Stock, subject to the statedterms of the Series E Preferred Stock.
The Series A Preferred Stock is exchangeable, in whole or in part, into shares of common stock following consummation of a public offering of shares of common stock with gross proceeds of at least $40,000,000 to Amerisafe (a “Qualified Public Offering”), upon the written request of holders of at least 662/3% of the then-outstanding shares of Series A Preferred Stock. The exchange rate for each share of Series A Preferred Stock is $100 divided by the price per share to the public in the public offering.
Holders of the Series A Preferred Stock may require Amerisafe to redeem all or a portion of their outstanding shares of the Series A Preferred Stock at the Redemption Price upon the disposition of substantially all of the assets of the Company or if a change of control of more than 50% of the voting power of all outstanding shares of voting stock occurs, other than through a public offering of equity securities (collectively, a “Change of Control”).
Welsh Carson owns a majority of the outstanding Series A Preferred Stock, as well as a majority of the voting Common Stock of the Company. Additionally, under the terms of a stockholders’ agreement, Welsh Carson has the right to designate a majority of the members on the Amerisafe Board of Directors. The Series A Preferred Stock is mandatorily redeemable upon the occurrence of certain events that are deemed to be outside the control of the Company and therefore is classified outside of permanent equity.
F-23
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
Series B Preferred Stock
The terms of the Series B Preferred Stock are similar to the terms of the Series A Preferred Stock described above. There were no shares of Series B Preferred Stock outstanding at December 31, 2004 and 2003 or issued during the three year period ended December 31, 2004.
Series C and Series D Convertible Preferred Stock
There has been no change in the number of shares or carrying value of $1,480,000),the Series C and Series D Convertible Preferred Stock (“Convertible Preferred Stock”) during the three-year period ended December 31, 2004.
Holders of the Convertible Preferred Stock are entitled to cumulative dividends at the rate of $7 per year payable quarterly in shares of Series E Preferred Stock.
The Convertible Preferred Stock is nonvoting, and is
redeemable at any timeconvertible at the option of the Company. The preferredholder into shares of common stock at a rate of $100 per share divided by the then-applicable conversion price. As of December 31, 2004, the conversion price was issued$7.24308 per share and the outstanding shares of Convertible Preferred Stock were convertible into approximately 6.9 million shares of common stock. Holders of the Convertible Preferred Stock also have the right to participate in satisfaction of notes payable (bearing interest at 9% to 11%)any common dividend paid by the Company on an as-converted basis. Prior to a shareholder. Eachpublic offering, the conversion price is adjusted in the event of issuances of common stock (or other securities convertible into or exchangeable for common stock) without consideration or for a consideration per share less than the then-current conversion price. On or after a public offering, the conversion price is adjusted in the event of issuances of common stock (or other securities convertible into or exchangeable for common stock) at a price per share less than the market price in effect immediately prior to such issuance.
The Convertible Preferred Stock is automatically convertible into shares of common stock upon consummation of a Qualified Public Offering at a price to the public of at least $9.05 per share (subject to adjustment to reflect stock splits, combinations, and stock dividends). In addition, the Convertible Preferred Stock is convertible at Amerisafe’s option upon consummation of a public offering of its equity securities if the closing price of the common stock for the 20 trading days prior to consummation results in, or concurrently with a Change of Control if the proceeds from the transaction results in, a value for the outstanding common stock of at least $9.05 per share.
Holders of the Convertible Preferred Stock may require Amerisafe to redeem all or a portion of their outstanding shares of the Convertible Preferred Stock at the Redemption Price upon the disposition of substantially all of the assets of the Company or if a change of control of more than 50% of the voting power of all outstanding shares of voting stock occurs, other than through a public offering of equity securities (collectively, a “Change of Control”).
At any time after March 18, 2003, Amerisafe may redeem all, but not less than all, of the outstanding shares of Convertible Preferred Stock at a price per share of preferred stock$103.50 plus accrued and unpaid dividends. The Convertible Preferred Stock is convertible into threemandatorily redeemable at the Redemption Price upon a Change of Control.
The Convertible Preferred Stock is classified outside of permanent equity because the shares are mandatorily redeemable upon the occurrence of Class B common stock (10,810.88 shares after
F-18
73
certain events that are deemed to be outside the control of the Company.
F-24
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
giving effectSTATEMENTS—(Continued)
December 31, 2004
Series E Preferred Stock
Holders of Series E Preferred Stock are entitled to cumulative dividends at the rate of $7 per year payable quarterly in shares of Series E Preferred Stock. The Company made cash redemptions of Series E Preferred Stock on May 28, June 8, and June 30, 2004. As a result of these redemptions, there were no outstanding shares of Series E Preferred Stock as of June 30, 2004. Subsequently, in 2004, an additional 17,653 shares were issued to the stock split)holders of the Convertible Preferred Stock.
Amerisafe may redeem all, but not less than all, of the outstanding shares of Series E Preferred Stock at the optionRedemption Price at any time. The Series E Preferred Stock is subject to mandatory redemption at the Redemption Price upon a Change of Control, subject to certain limitations. Upon the consummation of a public offering of equity securities, Amerisafe is required to use the proceeds from the offering to redeem at the Redemption Price all outstanding shares of the preferred shareholder.Series E Preferred Stock, subject to the terms of the Series A Preferred Stock.
Redemption and Liquidation Provisions
In the event Amerisafe consummates a Qualified Public Offering and the Series A Preferred Stock is concurrently redeemed or exchanged, the rate at which dividends are paid to holders of Convertible Preferred Stock and Series E Preferred Stock will be reduced by multiplying the dividend rate by the percentage of shares of Series A Preferred Stock outstanding after the redemption or exchange as compared to the number of shares of Series A Preferred Stock outstanding on March 18, 1998. Subsequent redemptions or exchanges will further reduce the dividend rate proportionately with the percentage decrease in the number of outstanding shares of Series A Preferred Stock. After all shares of Series A Preferred Stock have been redeemed or exchanged, the dividend rate on the Convertible Preferred Stock and Series E Preferred Stock will be zero.
In the event of any liquidation or dissolution of Amerisafe, the holders of Convertible Preferred Stock and Series E Preferred Stock will receive $100 plus accrued and unpaid dividends for each outstanding share before any distributions are made to holders of Series A Preferred Stock or Common Stock. Any remaining net assets will be distributed first to holders of Series A Preferred Stock and then to holders of Common Stock.
13. Stock Options
The liquidation preference is equal to stated value plus all dividends in
arrears and totaled $1,598,400 atCompany had one stock option plan as of December 31, 1994, $1,716,800 at December 31,
1995,2004, the Amerisafe 1998 Amended and $1,746,400 at March 31, 1996. At December 31, 1995Restated Stock Option and March 31, 1996,
cumulative dividends of $236,800 and $266,400, respectively, were in arrears.
Subsequent to March 31, 1996, the preferred stockholder exercised the option to
convert the preferred stock into common stock.Restricted Stock Purchase Plan (the “Plan”). The Plan is administered by Amerisafe’s Board of Directors adoptedand provides for grants of incentive stock options, nonqualified stock options, or restricted stock to selected employees, officers, and directors. Each option granted under the Plan is exercisable for one share of common stock. Options may be granted for a number of shares not to exceed, in the aggregate, 2,500,000 shares of common stock. Exercise prices for the incentive stock incentive planoptions may be no less than 100% of the fair value of a share of common stock on August 5, 1996,
subjectthe date the option is granted. If the option is granted to approval byany owner of 10% or more of the shareholderstotal combined voting power of the Company, (the Stock Incentive
Plan). The Stock Incentive Plan providesthe exercise price is to be at least 110% of the fair value of a share of common stock on the date the option is granted. Exercise prices for the grantnonqualified stock options may be no less than 100% of restricted Class A
Common Stock and optionsthe fair value of a share of common stock on Class A Common Stock to officers, non-employee
directors and other individuals providing critical services to the Company. The
term of each stockdate the option issued under the Stock Incentive Plan is ten years and
options generally vest evenlygranted. Each option vests ratably over a period of five years. Restricted stock
issued under the Stock Incentive Plan generally vests evenly overyears and may be exercised during a period not to exceed ten years from the date such option is granted. Exercise prices for nonemployee director stock options may be no less than 100% of the fair value of a share of common stock on the date the option is granted. The nonemployee director stock options granted when a director becomes a board member, may be
F-25
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
exercised in increments of one-third of the total grant on each anniversary of the grant date and become fully exercisable three years. Stockyears after the grant date. The nonemployee director options for 600,000 sharesawarded at an exercise pricethe re-election of $12the director become fully exercisable at the award date. A summary of the Company’s stock option plan as of December 31, 2004, 2003, and 2002, and changes during each of the years then ended is as follows:
| 2004 | 2003 | 2002 | ||||||||||||||||||||||
| Weighted- | Weighted- | Weighted- | ||||||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||||||
| Exercise | Exercise | Exercise | ||||||||||||||||||||||
| Shares | Price | Shares | Price | Shares | Price | |||||||||||||||||||
| Outstanding at the beginning of the year | 1,450,049 | $ | 3.01 | 1,511,049 | $ | 3.02 | 1,533,530 | $ | 3.00 | |||||||||||||||
| Granted | 12,000 | 5.00 | 27,000 | 4.15 | 20,000 | 3.27 | ||||||||||||||||||
| Exercised | — | — | — | — | — | — | ||||||||||||||||||
| Canceled, forfeited, or expired | (15,000 | ) | 5.00 | (88,000 | ) | 3.49 | (42,481 | ) | 2.46 | |||||||||||||||
| Outstanding at the end of the year | 1,447,049 | 2.99 | 1,450,049 | 3.01 | 1,511,049 | 3.02 | ||||||||||||||||||
| Exercisable at the end of the year | 1,447,049 | 2.99 | 1,435,049 | 2.99 | 1,161,138 | 2.87 | ||||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at December 31, 2004:
| Weighted- | ||||||||||
| Average | ||||||||||
| Remaining | Weighted- | |||||||||
| Number | Contractual Life | Average Exercise | ||||||||
| Outstanding | (In Years) | Price | ||||||||
| 1,007,549 | 2.73 | $ | 2.12 | |||||||
| 439,500 | 4.19 | $ | 5.00 | |||||||
The reported net income, basic earnings per share, were granted underand diluted earnings per share would not be impacted had the Company accounted for the outstanding stock options based on their fair value. Accordingly, no additional disclosure of the pro forma effects of this accounting method is considered necessary.
On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 123(R) (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement No. 123(R) supersedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Incentive Plan; noneIssued to Employees, and amends FASB Statement No. 95, Statement of theseCash Flows. Generally, the approach in Statement No. 123(R) is similar to the approach described in Statement No. 123. However, Statement No. 123(R) requires all share-based payments to employees, including grants of employee stock options, have
been exercised. The aggregate number of shares reserved for issuance under the
Stock Incentive Plan is 3,000,000.
Property/casualty insurance companies are subject to certain Risk-Based
Capital (RBC) requirements specified by the National Association of Insurance
Commissioners (NAIC). Under those requirements, the amount of capital and
surplus maintained by a property/casualty insurance company is to be determinedrecognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
Statement No. 123(R) permits public companies to adopt its requirements using one of two methods. One method is a “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the various risk factors related to it. At requirements of Statement No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123
F-26
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 1994 and 1995
and March 31, 1996, American Interstate and its insurance subsidiary exceed2004
for all awards granted to employees prior to the minimum RBC requirements.
Unauditedeffective date of Statement No. 123(R) that remain unvested on the effective date. The other method is a “modified retrospective” method, which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement No. 123 for purposes of pro forma stockholders' equity at March 31, 1996 as set forthdisclosures for either (a) all prior periods presented or (b) prior interim periods of the year of adoption. Statement No. 123(R) must be adopted no later than January 1, 2006. Early adoption will be permitted in the accompanying balance sheet reflects the assumed conversionperiods in which financial statements have not yet been issued.
In anticipation of preferred
stock and the payment of debts originated in connection with the reorganization
of AMERISAFE which are expected to be paid from the proceeds of a planned initial public offering of the Company's Class ACompany’s common stock. See Note 1.
9. RELATED PARTY TRANSACTIONS
Fees and other from affiliates includes fees from various affiliated
entities forstock, the costsCompany adopted the provisions of providing certain executive, administrative and
support services to those affiliates. Fees and other from affiliates includes a
dividend receivedStatement No. 123(R) using the modified prospective method effective January 1, 2005. As all share-based payments previously issued by AMERISAFE from a former subsidiary of approximately
$1,027,000 in 1995.
During 1993, substantially all of the Company's net premiums writtenCompany were produced by MT & Co. and Southern Underwriters, Inc., two agencies under common
control. In January 1994, AMERISAFE transferred to American Interstate a portion
of the agency operations of these affiliated agencies. The transfer hadfully vested, there is no effect on stockholders' equity but established American Interstatethe Company’s consolidated financial position or results of operations as of the date of adoption.
As permitted by Statement No. 123, the Company currently accounts for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, to the extent additional share-based payments are issued, the adoption of Statement No. 123(R)’s fair value method could have a direct
writersignificant impact on the Company’s results of its core logging industry related business. Atoperations, although it will have no impact on the Company’s overall consolidated financial position. See Note 22—Subsequent Events.
| 14. | Warrants |
In 2004, warrants for 8,614,760 shares of common stock were exercised at a price of $0.01 per share. The warrants were issued in 1997 and 1998. The following table depicts warrant activity for the last three years in the period ended December 31, 19942004:
| Exercise | Shares | ||||||||||||
| Number | Price | Purchased | |||||||||||
| Warrants outstanding at December 31, 2001 | 8,629,197 | $ | 0.01 | — | |||||||||
| Issued | — | — | — | ||||||||||
| Exercised | — | — | — | ||||||||||
| Expired | — | — | — | ||||||||||
| Warrants outstanding at December 31, 2002 | 8,629,197 | $ | 0.01 | — | |||||||||
| Issued | — | — | — | ||||||||||
| Exercised | — | — | — | ||||||||||
| Expired | — | — | — | ||||||||||
| Warrants outstanding at December 31, 2003 | 8,629,197 | 0.01 | |||||||||||
| Issued | — | — | — | ||||||||||
| Exercised | 8,614,760 | 0.01 | 8,614,760 | ||||||||||
| Expired | 14,437 | 0.01 | — | ||||||||||
| Warrants outstanding at December 31, 2004 | — | ||||||||||||
F-27
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
| 15. | Earnings Per Share |
The calculation of basic and 1995, approximately $607,000diluted EPS for the years ended December 31, 2004, 2003, and $795,000, respectively, were included in agents
balances in course of collection which were due from related parties.
10. EMPLOYEE BENEFIT PLAN2002 are presented below.
| For the Year Ended December 31, | ||||||||||||||
| 2004 | 2003 | 2002 | ||||||||||||
| (In thousands, except | ||||||||||||||
| per share amounts) | ||||||||||||||
| Basic EPS: | ||||||||||||||
| Net income | $ | 10,557 | $ | 8,594 | $ | 5,181 | ||||||||
| Preferred stock dividends | (9,781 | ) | (10,133 | ) | (9,453 | ) | ||||||||
| Income (loss) available to common shareholders | $ | 776 | $ | (1,539 | ) | $ | (4,272 | ) | ||||||
| Amount allocable to common shareholders(1) | 70% | 100% | 100% | |||||||||||
| Income (loss) allocable to common shareholders | $ | 545 | $ | (1,539 | ) | $ | (4,272 | ) | ||||||
| Weighted-average common shares outstanding | 16,226 | 12,967 | 12,967 | |||||||||||
| Basic earnings (loss) per share | $ | 0.03 | $ | (0.12 | ) | $ | (0.33 | ) | ||||||
| Diluted EPS: | ||||||||||||||
| Income (loss) allocable to common shareholders | $ | 545 | $ | (1,539 | ) | $ | (4,272 | ) | ||||||
| Dividends on participating securities | — | (2) | — | (2) | — | (2) | ||||||||
| Income (loss) allocable to common shareholders after assumed conversions | $ | 545 | $ | (1,539 | ) | $ | (4,272 | ) | ||||||
| Weighted average common shares outstanding | 16,226 | 12,967 | 12,967 | |||||||||||
| Diluted effect: | ||||||||||||||
| Stock options | — | (2) | — | (2) | — | (2) | ||||||||
| Warrants | 2,154 | — | (2) | — | (2) | |||||||||
| Conversion of participating securities | — | (2) | — | (2) | — | (2) | ||||||||
| Weighted average diluted shares outstanding | 18,380 | 12,967 | 12,967 | |||||||||||
| Diluted earnings (loss) per share | $ | 0.03 | $ | (0.12 | ) | $ | (0.33 | ) | ||||||
| (1) | Computed under the two-class method by dividing the weighted-average common shares outstanding (16,226 at December 31, 2004) by the sum of the weighted-average common shares outstanding and shares issuable upon conversion of all convertible participating securities, calculated on the if-converted method (such additional shares totaled 6,903 at December 31, 2004). In computing basic EPS using the two-class method, the Company has not allocated the loss to common shareholders for the years ended December 31, 2003 and 2002 between common shareholders and participating security holders as the participating holders do not have a contractual obligation to share in the loss. |
| (2) | Not applicable as impact is antidilutive. |
F-28
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
| 16. | Other Comprehensive Income |
| Pre Tax | Net-of-Tax | ||||||||||||
| Amount | Tax Expense | Amount | |||||||||||
| (In thousands) | |||||||||||||
December 31, 2004 | |||||||||||||
| Unrealized gain on securities: | |||||||||||||
| Unrealized gain on available-for-sale securities | $ | 1,993 | $ | 698 | $ | 1,295 | |||||||
| Less amortization of differences between fair value and amortized cost for fixed maturity security transfer | (2,413 | ) | (845 | ) | (1,568 | ) | |||||||
| Less reclassification adjustment for losses realized in net income | 242 | 86 | 156 | ||||||||||
| Net unrealized loss | (178 | ) | (61 | ) | (117 | ) | |||||||
| Other comprehensive income | $ | (178 | ) | $ | (61 | ) | $ | (117 | ) | ||||
December 31, 2003 | |||||||||||||
| Unrealized gain on securities: | |||||||||||||
| Unrealized gain on available-for-sale securities | $ | 1,484 | $ | 519 | $ | 965 | |||||||
| Less reclassification adjustment for losses realized in net income | 20 | 7 | 13 | ||||||||||
| Net unrealized gain | 1,504 | 526 | 978 | ||||||||||
| Other comprehensive income | $ | 1,504 | $ | 526 | $ | 978 | |||||||
December 31, 2002 | |||||||||||||
| Unrealized gain on securities: | |||||||||||||
| Unrealized gain on available-for-sale securities | $ | 6,455 | $ | 2,260 | $ | 4,195 | |||||||
| Less reclassification adjustment for losses realized in net income | 467 | 163 | 304 | ||||||||||
| Net unrealized gain | 6,922 | 2,423 | 4,499 | ||||||||||
| Other comprehensive income | $ | 6,922 | $ | 2,423 | $ | 4,499 | |||||||
| 17. | Employee Benefit Plan |
The Company sponsors aCompany’s 401(k) benefit program which is available to all employees. The Company matches up to 1% of employee contributions limited to 4%2% of employee compensation for participating employees.employees, subject to certain limitations. Employees vest immediately
in their contributions and becomeare vested 100% vested in employer contributions to the planPlan after five years. Contributions during 1993, 1994to the Plan were $276,000, $270,000, and 1995$284,000 in 2004, 2003, and the three
months ended March 31, 1996 were not material.
F-19
74
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
11. COMMITMENTS AND CONTINGENCIES2002, respectively.
| 18. | Commitments and Contingencies |
The Company is involved ina party to various claims and legal actions arising principally from claims made under insurance policies and contracts. Those actions are considered by the Company in the
ordinary course of business.estimating loss and loss adjustment expense reserves. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company'sCompany’s consolidated financial position or results of operations.
F-29
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
The Company provides workers’ compensation insurance in several states that maintain second-injury funds. Incurred losses on qualifying claims that exceed certain amounts may be recovered from these state funds. There is no assurance that the applicable states will continue to provide funding under these programs.
The Company manages interest rate risk on pension-typecertain long-duration claims by settling these claims through the purchase of annuities from unaffiliated carriers. In the event these carriers are unable to meet their obligations under these contracts, the Company remains primarily liable to the claimants. Significant
carriers andThe following table summarizes (in thousands) the face amountsfair value of the annuities at December 31, 1995,2004, that the Company has purchased to satisfy its obligations. The A.M. Best Company rating is shown parenthetically.
| American General Life Insurance Company (A++u) | $ | 18,220 | ||
| First Colony Life Insurance Company (A+) | 3,658 | |||
| Monumental Life Insurance Company (A+) | 3,632 | |||
| John Hancock Life Insurance Company (A++) | 3,312 | |||
| Transamerica Life Companies (A+) | 2,726 | |||
| New York Life Insurance Company (A++) | 2,548 | |||
| Liberty Life Assurance Company of Boston (A-) | 2,417 | |||
| GE Capital Assurance Company (A+) | 1,718 | |||
| Pacific Life and Annuity Company (A++) | 1,375 | |||
| Other | 7,794 | |||
| $ | 47,400 | |||
Each of the life insurance companies from which the Company purchases annuities, or the entity guaranteeing the life insurance company, has an A.M. Best Company rating “A-” (Excellent) or better.
The Company leases equipment and office space under noncancelable operating leases. At December 31, 2004, future minimum lease payments are as follows (in thousands):
| 2005 | $ | 479 | ||
| 2006 | 303 | |||
| 2007 | 185 | |||
| 2008 | 88 | |||
| 2009 | 58 | |||
| 2010 | 50 | |||
| $ | 1,163 | |||
Rental expense was approximately $956,000, $1,074,000, and $1,144,000 in 2004, 2003, and 2002, respectively.
F-30
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
| 19. | Concentration of Operations |
The Company continuously monitors the financial condition of all carriers.
On August 11, 1994, Confederation Life's Canadian parent was placed into
receivership by Canadian insurance regulators. Management has monitored the
rehabilitation of Confederation Life since that date and, on the basis of
published reports, believes no loss will be incurred by the Company as a result
of the receivership of Confederation Life's Canadian parent. Accordingly, no
loss accrual is recordedderives its revenues primarily from its operations in the accompanying consolidated financial statements.
Confederation Life is current in its annuity obligations at December 31, 1995workers’ compensation insurance line of business. Total net premiums earned for the different lines of business are shown below:
| 2004 | 2003 | 2002 | ||||||||||||||||||||||
| Dollars | Percent | Dollars | Percent | Dollars | Percent | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Workers’ compensation | $ | 232,291 | 99.0% | $ | 177,565 | 98.7% | $ | 161,060 | 98.7% | |||||||||||||||
| General liability | 2,442 | 1.0% | 2,282 | 1.3% | 2,197 | 1.3% | ||||||||||||||||||
| Total net premiums earned | $ | 234,733 | 100.0% | $ | 179,847 | 100.0% | $ | 163,257 | 100.0% | |||||||||||||||
Net premiums earned for the top ten states and March 31, 1996.
The increase in the number of insurance companies thatall others are under regulatory
supervision has resulted, and is expected to continue to result, in increased
assessments by state guaranty funds to cover losses to policyholders of
insolvent or rehabilitated insurance companies. Those mandatory assessments may
be partially recovered through a reduction in future premium taxes in certain
states.shown below:
| 2004 | 2003 | 2002 | ||||||||||||||||||||||
| Dollars | Percent | Dollars | Percent | Dollars | Percent | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Louisiana | $ | 26,422 | 11.3 | % | $ | 20,809 | 11.6 | % | $ | 20,421 | 12.5 | % | ||||||||||||
| Georgia | 22,313 | 9.5 | 17,233 | 9.6 | 15,731 | 9.6 | ||||||||||||||||||
| Texas | 17,150 | 7.3 | 14,407 | 8.0 | 13,826 | 8.5 | ||||||||||||||||||
| North Carolina | 14,705 | 6.3 | 10,812 | 6.0 | 8,647 | 5.3 | ||||||||||||||||||
| Illinois | 14,186 | 6.0 | 8,423 | 4.7 | 5,046 | 3.1 | ||||||||||||||||||
| Virginia | 12,395 | 5.3 | 9,984 | 5.6 | 12,165 | 7.5 | ||||||||||||||||||
| Arkansas | 11,327 | 4.8 | 9,708 | 5.4 | 9,690 | 5.9 | ||||||||||||||||||
| Florida | 10,959 | 4.7 | 7,726 | 4.3 | 4,764 | 2.9 | ||||||||||||||||||
| South Carolina | 10,067 | 4.3 | 6,301 | 3.5 | 5,313 | 3.3 | ||||||||||||||||||
| Pennsylvania | 9,812 | 4.2 | 7,338 | 4.1 | 6,413 | 3.9 | ||||||||||||||||||
| 149,336 | 63.6 | 112,741 | 62.7 | 102,016 | 62.5 | |||||||||||||||||||
| All others | 85,397 | 36.4 | 67,105 | 37.3 | 61,241 | 37.5 | ||||||||||||||||||
| Total net premiums earned | $ | 234,733 | 100.0 | % | $ | 179,847 | 100.0 | % | $ | 163,257 | 100.0 | % | ||||||||||||
| 20. | Fair Values of Financial Instruments |
The Company recognizes those assessments when notified by the State.
Assessments paid by the Company were approximately $353,000, $442,000 and
$477,000 in 1993, 1994 and 1995, respectively, and $-0- for the three months
ended March 31, 1996.
The Company has entered into employment agreements with certain executives
in connection with a planned initial public offering of the Company's Class A
Common Stock (see Note 13). These agreements have initial terms of three years
and require aggregate annual salary payments of approximately $1,285,000.
12. FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating "fair value" disclosuresdetermines fair value amounts for financial instruments inusing available third-party market information. When such information is not available, the accompanying 1995Company determines the fair value amounts using appropriate valuation methodologies. Nonfinancial instruments such as real estate, property and 1996 consolidated financial statementsequipment, deferred policy acquisition costs, deferred income taxes, and notes thereto:
loss and loss adjustment expense reserves are excluded from the fair value disclosure.
Cash and Cash Equivalents—The carrying amounts reported in the accompanying 1995 and 1996
consolidated balance sheetsheets for these financial instruments approximate their fair values.
Investment Securities
Investments—The fair values disclosed in Note 2 for fixed maturity securities and equity securities are based on market values prescribed byprices obtained from a third-party investment manager.
Mortgage Loan—The carrying amount reported in the Securities
Valuation Officeaccompanying consolidated balance sheet for the mortgage loan is the unpaid principal balance of the NAIC (whichloan. This amount approximates quoted market prices) or quoted
market prices, where available.
F-20
75
fair value due
F-31
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NotesSTATEMENTS—(Continued)
December 31, 2004
to the interest rate and term of the loan being comparable with what the borrower presently could obtain from other outside sources.
Note Payable and Subordinated Debt Securities—The carrying valuevalues of notesthe Company’s note payable (excluding capital lease obligations)
disclosed in Note 5 approximatesand subordinated debt securities approximate the estimated fair valuevalues of the obligations as the interest rates on substantially all the debt are comparable to rates whichthat the Company believes it presently would be chargedincur on comparable borrowings.
Other Assets
The following table summarizes the carrying or reported values and Liabilitiescorresponding fair values for financial instruments:
| December 31, | ||||||||||||||||||
| 2004 | 2003 | |||||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||||
| Amount | Value | Amount | Value | |||||||||||||||
| (In thousands) | ||||||||||||||||||
| Assets: | ||||||||||||||||||
| Fixed maturity securities | $ | 331,408 | $ | 330,703 | $ | 243,863 | $ | 243,863 | ||||||||||
| Equity securities | 33,460 | 33,460 | 11,496 | 11,496 | ||||||||||||||
| Mortgage loan | — | — | 2,370 | 2,370 | ||||||||||||||
| Cash and cash equivalents | 25,421 | 25,421 | 49,815 | 49,815 | ||||||||||||||
| Liabilities: | ||||||||||||||||||
| Note payable | — | — | 6,000 | 6,000 | ||||||||||||||
| Subordinated debt securities: | ||||||||||||||||||
| ACT I | 10,310 | 10,310 | 10,310 | 10,310 | ||||||||||||||
| ACT II | 25,780 | 25,780 | — | — | ||||||||||||||
F-32
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
| 21. | Quarterly Financial Data (Unaudited) |
The carryingfollowing table represents unaudited quarterly financial data for the years ended December 31, 2004 and 2003.
| Three Months Ended | |||||||||||||||||
| March 31 | June 30 | September 30 | December 31 | ||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||
2004 | |||||||||||||||||
| Premiums earned | $ | 52,312 | $ | 60,767 | $ | 59,338 | $ | 62,316 | |||||||||
| Net investment income | 2,641 | 2,765 | 3,253 | 3,558 | |||||||||||||
| Net realized gain (losses) on investments | 310 | 308 | (75 | ) | 878 | ||||||||||||
| Total revenues | 55,406 | 63,961 | 62,643 | 66,950 | |||||||||||||
| Income before income taxes | 3,888 | 582 | 4,040 | 5,176 | |||||||||||||
| Net income | 2,891 | 708 | 3,147 | 3,811 | |||||||||||||
| Net income (loss) allocable to common shareholder | 246 | (1,868 | ) | 685 | 1,714 | ||||||||||||
| Earnings (loss) per share: | |||||||||||||||||
| Basic | 0.01 | (0.14 | ) | 0.03 | 0.06 | ||||||||||||
| Diluted | 0.01 | (0.14 | ) | 0.03 | 0.06 | ||||||||||||
| Comprehensive income | 2,664 | 121 | 2,769 | 4,886 | |||||||||||||
2003 | |||||||||||||||||
| Premiums earned | $ | 42,987 | $ | 43,652 | $ | 44,827 | $ | 48,381 | |||||||||
| Net investment income | 2,555 | 2,538 | 2,460 | 2,553 | |||||||||||||
| Net realized gain (losses) on investments | 2 | 2 | (46 | ) | 358 | ||||||||||||
| Total revenues | 45,681 | 46,287 | 47,380 | 51,383 | |||||||||||||
| Income (loss) before income taxes | 4,535 | 5,163 | 3,836 | (2,094 | ) | ||||||||||||
| Net income (loss) | 3,183 | 3,648 | 2,805 | (1,042 | ) | ||||||||||||
| Net income (loss) allocable to common shareholders | 715 | 1,137 | 251 | (3,642 | ) | ||||||||||||
| Earnings (loss) per share: | |||||||||||||||||
| Basic | 0.04 | 0.06 | 0.01 | (0.28 | ) | ||||||||||||
| Diluted | 0.02 | 0.03 | 0.01 | (0.28 | ) | ||||||||||||
| Comprehensive income (loss) | 3,288 | 5,691 | 1,828 | (1,236 | ) | ||||||||||||
F-33
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2004
| 22. | Subsequent Events. |
Effective June 30, 2005, the Company entered into a commutation agreement with Converium Reinsurance (North America) Inc. (“Converium”) pursuant to which the Company is to receive cash payments totaling $61,297,000 in exchange for a full termination and release of three of the five reinsurance agreements between Converium and the Company. The commutation agreement provides that all liabilities of the Company reinsured with Converium under these three reinsurance agreements revert back to the Company in exchange for the cash payments. As a result of the termination of the three reinsurance agreements the Company recognized a pretax loss of $6,653,000 in 2005. Converium remains obligated to the Company under the remaining two reinsurance agreements. As of June 30, 2005, the amount recoverable from Converium under these two agreements was $6,860,000.
On June 20, 2005, the Company entered into agreements with the holders of all its outstanding options to purchase shares of the Company’s common stock pursuant to which all outstanding options of the Company were cancelled in exchange for $0.001 for each share of common stock issuable upon exercise of the options. Options to acquire a total of 1,459,049 shares of the Company’s common stock were cancelled in exchange for aggregate cash payments of $1,459. Additionally, the Company’s Stock Option and Restricted Stock Purchase Plan, under which these options were authorized, was terminated.
F-34
AMERISAFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||||
| 2005 | 2004 | |||||||||
| (Unaudited) | ||||||||||
| (In thousands, except | ||||||||||
| share data) | ||||||||||
| Assets | ||||||||||
| Investments: | ||||||||||
| Fixed maturity securities — held-to-maturity, at amortized cost (fair value $345,883 and $328,948 in 2005 and 2004, respectively) | $ | 347,640 | $ | 329,653 | ||||||
| Fixed maturity securities — available-for-sale, at fair value (cost $1,729 in 2005 and 2004) | 1,720 | 1,755 | ||||||||
| Equity securities — available-for-sale, at fair value (cost $44,344 and $30,926 in 2005 and 2004, respectively) | 47,373 | 33,460 | ||||||||
| Total invested assets | 396,733 | 364,868 | ||||||||
| Cash and cash equivalents | 27,462 | 25,421 | ||||||||
| Receivable for investments sold | 4 | — | ||||||||
| Amounts recoverable from reinsurers | 174,556 | 198,977 | ||||||||
| Premiums receivable, net | 144,953 | 114,141 | ||||||||
| Deferred income taxes | 23,274 | 15,624 | ||||||||
| Federal income tax recoverable | 1,420 | 1,292 | ||||||||
| Accrued interest receivable | 3,427 | 3,123 | ||||||||
| Property and equipment, net | 6,647 | 7,077 | ||||||||
| Deferred policy acquisition costs | 18,496 | 12,044 | ||||||||
| Deferred charges | 3,894 | 3,054 | ||||||||
| Other assets | 10,664 | 8,566 | ||||||||
| $ | 811,530 | $ | 754,187 | |||||||
Liabilities, redeemable preferred stock and shareholders’ deficit | ||||||||||
| Liabilities: | ||||||||||
| Reserves for loss and loss adjustment expenses | $ | 457,827 | $ | 432,880 | ||||||
| Unearned premiums | 137,536 | 111,741 | ||||||||
| Reinsurance premiums payable | — | 861 | ||||||||
| Amounts held for others | 1,688 | 1,214 | ||||||||
| Policyholder deposits | 35,880 | 33,746 | ||||||||
| Insurance-related assessments | 34,487 | 29,876 | ||||||||
| Accounts payable and other liabilities | 23,666 | 18,725 | ||||||||
| Subordinated debt securities | 36,090 | 36,090 | ||||||||
| Total liabilities | 727,174 | 665,133 | ||||||||
| Redeemable preferred stock: | ||||||||||
| Series A nonconvertible — $0.01 par value, $100 per share redemption value: Authorized shares — 1,500,000; issued and outstanding shares — 848,082 in 2005 and 819,161 in 2004 | 84,808 | 81,916 | ||||||||
| Series B nonconvertible — $0.01 par value, $100 per share redemption value: Authorized shares — 1,500,000; no shares issued or outstanding in 2005 or 2004 | — | — | ||||||||
| Series C convertible — $0.01 par value, $100 per share redemption value: Authorized shares — 300,000; issued and outstanding shares — 300,000 in 2005 and 2004 | 30,000 | 30,000 | ||||||||
| Series D convertible — $0.01 par value, $100 per share redemption value: Authorized shares — 200,000; issued and outstanding shares — 200,000 in 2005 and 2004 | 20,000 | 20,000 | ||||||||
| 134,808 | 131,916 | |||||||||
| Shareholders’ deficit: | ||||||||||
| Preferred stock: Series E nonconvertible — $0.01 par value, $100 per share redemption value: Authorized — 500,000; issued and outstanding shares — 35,930 in 2005 and 17,653 in 2004 | 3,593 | 1,765 | ||||||||
| Common stock: | ||||||||||
| Voting — $0.01 par value, authorized shares — 100,000,000; issued and outstanding shares — 21,581,864 in 2005 and 2004 | 216 | 216 | ||||||||
| Convertible nonvoting — $0.01 par value, authorized shares — 5,000,000; no shares issued or outstanding in 2005 or 2004 | — | — | ||||||||
| Additional paid-in capital | — | — | ||||||||
| Accumulated deficit | (60,900 | ) | (51,896 | ) | ||||||
| Accumulated other comprehensive income | 6,639 | 7,053 | ||||||||
| (50,452 | ) | (42,862 | ) | |||||||
| $ | 811,530 | $ | 754,187 | |||||||
See accompanying notes.
F-35
AMERISAFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| Six Months Ended | |||||||||
| June 30, | |||||||||
| 2005 | 2004 | ||||||||
| (Unaudited) | |||||||||
| (In thousands, except | |||||||||
| share and per share data) | |||||||||
| Revenues: | |||||||||
| Premiums earned | $ | 125,032 | $ | 113,079 | |||||
| Net investment income | 7,650 | 5,407 | |||||||
| Net realized gains on investments | 774 | 619 | |||||||
| Fee and other income | 306 | 262 | |||||||
| Total revenues | 133,762 | 119,367 | |||||||
| Expenses: | |||||||||
| Loss and loss adjustment expenses incurred | 110,436 | 86,413 | |||||||
| Underwriting and certain other operating costs | 15,297 | 12,620 | |||||||
| Commissions | 7,822 | 6,971 | |||||||
| Salaries and benefits | 6,448 | 7,512 | |||||||
| Interest expense | 1,326 | 627 | |||||||
| Policyholder dividends | 386 | 754 | |||||||
| Total expenses | 141,715 | 114,897 | |||||||
| Income (loss) before income taxes | (7,953 | ) | 4,470 | ||||||
| Income tax expense (benefit) | (3,669 | ) | 871 | ||||||
| Net income (loss) | (4,284 | ) | 3,599 | ||||||
| Preferred stock dividends | (4,720 | ) | (5,221 | ) | |||||
| Net income available to common shareholders | $ | (9,004 | ) | $ | (1,622 | ) | |||
| Earnings per share: | |||||||||
| Basic | $ | (0.42 | ) | $ | (0.13 | ) | |||
| Diluted | $ | (0.42 | ) | $ | (0.13 | ) | |||
| Shares used in computing earnings per share: | |||||||||
| Basic | 21,581,864 | 12,967,104 | |||||||
| Diluted | 21,581,864 | 12,967,104 | |||||||
See accompanying notes.
F-36
AMERISAFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ DEFICIT
| Accumulated | |||||||||||||||||||||||||||||||||||
| Series E Preferred | Additional | Other | |||||||||||||||||||||||||||||||||
| Stock | Common Stock | Paid-In | Accumulated | Comprehensive | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | Total | ||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| Balance at January 1, 2004 | 247,209 | $ | 24,720 | 12,967,104 | $ | 130 | $ | — | $ | (52,672 | ) | $ | 7,170 | $ | (20,652 | ) | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 10,557 | — | 10,557 | |||||||||||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Unrealized loss on securities | — | — | — | — | — | — | (117 | ) | (117 | ) | |||||||||||||||||||||||||
| Comprehensive income | 10,440 | ||||||||||||||||||||||||||||||||||
| Conversion of warrants | — | — | 8,614,760 | 86 | — | — | — | 86 | |||||||||||||||||||||||||||
| Series A preferred stock dividends | — | — | — | — | — | (5,492 | ) | — | (5,492 | ) | |||||||||||||||||||||||||
| Series E preferred stock dividends | 42,880 | 4,289 | — | — | — | (4,289 | ) | — | — | ||||||||||||||||||||||||||
| Redemption of Series E preferred stock | (272,436 | ) | (27,244 | ) | — | — | — | — | — | (27,244 | ) | ||||||||||||||||||||||||
| Balance at December 31, 2004 | 17,653 | 1,765 | 21,581,864 | 216 | — | (51,896 | ) | 7,053 | (42,862 | ) | |||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||
| Net income (unaudited) | — | — | — | — | — | (4,284 | ) | — | (4,284 | ) | |||||||||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Unrealized loss on securities (unaudited) | — | — | — | — | — | — | (414 | ) | (414 | ) | |||||||||||||||||||||||||
| Comprehensive income (unaudited) | (4,698 | ) | |||||||||||||||||||||||||||||||||
| Series A preferred stock dividends (unaudited) | — | — | — | — | — | (2,892 | ) | — | (2,892 | ) | |||||||||||||||||||||||||
| Series E preferred stock dividends (unaudited) | 18,277 | 1,828 | — | — | — | (1,828 | ) | — | — | ||||||||||||||||||||||||||
| Balance at June 30, 2005 (unaudited) | 35,930 | $ | 3,593 | 21,581,864 | $ | 216 | $ | — | $ | (60,900 | ) | $ | 6,639 | $ | (50,452 | ) | |||||||||||||||||||
See accompanying notes.
F-37
AMERISAFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2005 | 2004 | |||||||
| (Unaudited) | ||||||||
| (In thousands) | ||||||||
Operating activities | ||||||||
| Net cash provided by operating activities | $ | 35,500 | $ | 40,501 | ||||
Investing activities | ||||||||
| Purchases of investments held-to-maturity | (39,222 | ) | (36,773 | ) | ||||
| Purchases of investments available-for-sale | (25,047 | ) | (11,857 | ) | ||||
| Proceeds from maturities of investments held-to-maturity | 19,198 | 12,792 | ||||||
| Proceeds from sales and maturities of investments available-for-sale | 12,336 | 2,466 | ||||||
| Repayments on mortgage loan | — | 2,370 | ||||||
| Purchases of property and equipment | (727 | ) | (1,039 | ) | ||||
| Proceeds from sales of property and equipment | 3 | 1 | ||||||
| Net cash used in investing activities | (33,459 | ) | (32,040 | ) | ||||
Financing activities | ||||||||
| Proceeds from issuance of subordinated debt securities | — | 25,780 | ||||||
| Principal payments on notes payable | — | (6,000 | ) | |||||
| Redemption of outstanding Series E preferred stock | — | (27,019 | ) | |||||
| Net cash provided by (used in) financing activities | — | (7,239 | ) | |||||
| Change in cash and cash equivalents | 2,041 | 1,222 | ||||||
| Cash and cash equivalents at beginning of period | 25,421 | 49,815 | ||||||
| Cash and cash equivalents at end of period | $ | 27,462 | $ | 51,037 | ||||
See accompanying notes.
F-38
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005
| 1. | Summary of Significant Accounting Policies |
Organization
AMERISAFE, Inc. (“Amerisafe”) is an insurance holding company incorporated in the state of Texas, which, based on voting common shares, is 67.5% owned by Welsh, Carson, Anderson and Stowe VII L.P. and its affiliate WCAS Healthcare Partners, L.P. (“Welsh Carson”). The accompanying consolidated financial statements include the accounts of Amerisafe and its subsidiaries: American Interstate Insurance Company (“AIIC”) and its insurance subsidiaries, Silver Oak Casualty, Inc. (“SOCI”) and American Interstate Insurance Company of Texas (“AIIC-TX”), Amerisafe Risk Services, Inc. (“RISK”) and Amerisafe General Agency, Inc. (“AGAI”). AIIC and SOCI are property and casualty insurance companies, domiciled in the state of Louisiana. AIIC-TX is a property and casualty insurance company organized under the laws of the state of Texas, was incorporated on December 20, 2004, and commenced business on January 1, 2005. RISK, a wholly-owned subsidiary of Amerisafe, is a claims and safety service company servicing only affiliate insurance companies. AGAI, a wholly owned subsidiary of Amerisafe, is a general agent for the Company. AGAI sells insurance, which is underwritten by AIIC, SOCI, and AIIC-TX, as well as by nonaffiliated insurance carriers. The assets and operations of AGAI are not significant to that of the consolidated entity.
Amerisafe and its subsidiaries are collectively referred to herein as the “Company.”
Early in 2004, the Company engaged in initial discussions with potential underwriters regarding an initial public offering. In May 2005, Amerisafe’s Board of Directors authorized management to proceed with the initial public offering.
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Amerisafe and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in accordance 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 reported period. Actual results could differ from those estimates.
Interim Financial Statements
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation in accordance with GAAP have been included. Operating results for the six months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
Earnings Per Share
The Company applies the two-class method to compute basic earnings per share (“EPS”). This method calculates EPS for each class of common stock and participating security. Income available to common shareholders is allocated to common shares 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 allocated to common shares is divided by the weighted-average number of common shares outstanding
F-39
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
for the period. Participating securities that are convertible into common stock are included in the computation of basic EPS 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 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.
Share-Based Payments
On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 123(R) (revised 2004),Share-Based Payment, which is a revision of FASB Statement No. 123,Accounting for Stock-Based Compensation. Statement No. 123(R) supersedes Accounting Principles Board (“APB”) Opinion No. 25,Accounting for Stock Issued to Employees, and amends FASB Statement No. 95,Statement of Cash Flows. Generally, the approach in Statement No. 123(R) is similar to the approach described in Statement No. 123. However, Statement No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company adopted the provisions of Statement No. 123(R) using the modified prospective method effective January 1, 2005. As all share-based payments previously issued by the Company were fully vested, there is no effect on the Company’s consolidated financial position or results of operations as of the date of adoption.
Prior to its adoption of Statement No. 123(R), the Company accounted for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, generally recognized no compensation cost for employee stock options. Accordingly, to the extent additional share-based payments are issued, the adoption of Statement No. 123(R)’s fair value method could have a significant impact on the Company’s results of operations, although it will have no impact on the Company’s overall consolidated financial position.
Reserves for Loss and Loss Adjustment Expenses
Reserves for loss and loss adjustment expenses represent the estimated ultimate cost of all reported and unreported losses incurred through the end of the reporting period. The Company does not discount loss and loss adjustment expense reserves. The Company uses a consulting actuary to assist in the evaluation of the adequacy of the reserves for loss and loss adjustment expenses. The reserves for loss and loss adjustment expenses are estimated using individual case-basis valuations, statistical analyses, and estimates based upon experience for unreported claims and their associated loss and loss adjustment expenses. Such estimates may be more or less than the amounts ultimately paid when the claims are settled. The estimates are subject to the effects of trends in loss severity and frequency. Although considerable variability is inherent in these estimates, management believes that the reserves for loss and loss adjustment expenses are adequate. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes known. Any adjustments are included in current operations.
Subrogation recoverables, as well as deductible recoverables from policyholders, are estimated using individual case-basis valuations and aggregate estimates. Deductibles that are recoverable from policyholders, and other recoverables from state funds, decrease the liability for loss and loss adjustment expenses.
F-40
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company funds its obligations under certain settled claims where the payment pattern and ultimate cost are fixed and determinable on an individual claim basis through the purchase of annuities. These annuities are purchased from unaffiliated carriers and name the claimant as payee. The cost of purchasing the annuity is recorded as paid loss and loss adjustment expenses. To the extent the annuity funds estimated future claims, reserves for loss and loss adjustment expense are reduced.
Reinsurance
Reinsurance premiums, losses, and allocated loss adjustment expenses are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts.
Amounts recoverable from reinsurers fundsinclude balances currently owed to the Company for losses and allocated loss adjustment expenses that have been paid to policyholders, as well as amounts that are currently reserved for and will be recoverable once the related expense has been paid.
Upon management’s determination that an amount due from a reinsurer is uncollectible due to the reinsurer’s insolvency, or other matters, the amount is written off.
Ceding commissions are earned from certain reinsurance companies and are intended to reimburse the Company for costs related to acquiring policies. Ceding commission income is recognized over the effective period of the related insurance policies in proportion to premium revenue earned and is reflected as a reduction in underwriting and other operating costs.
Contingent commissions are earned from certain reinsurance companies based on deposit withthe financial results of the applicable risks underwritten by the Company. Contingent commission revenue on reinsurance contracts is recognized during the related reinsurance treaty period and is based on the same assumptions used for recording loss and allocated loss adjustment expenses. These commissions are reflected as a reduction in underwriting and other operating costs and are adjusted as necessary as experience develops or new information becomes known. Any such adjustments are included in current operations.
Income Taxes
The Company accounts for income taxes using the liability method. The provision for income taxes has two components, amounts currently payable or receivable and deferred amounts. Deferred income tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company considers deferred tax assets to be recoverable if it is probable that the related tax losses can be offset by future taxable income. The Company includes future operating income, reversal of existing temporary differences, and tax planning strategies available in this assessment. To the extent the deferred tax assets exceed the amount expected to be recovered in future years, the Company records a valuation allowance for the amount determined unrecoverable. The Company has not recorded a valuation allowance, since the recorded deferred tax asset is expected to be fully realized.
F-41
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| 2. | Reinsurance |
The Company cedes certain premiums and losses to various reinsurers notes receivableunder quota share and excess-of-loss treaties. These reinsurance arrangements provide for greater diversification of business, allow management to control exposure to potential losses arising from shareholderslarge risks, and affiliates, funds heldprovide additional capacity for growth. Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreements. To minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers. The effect of reinsurance on premiums written and earned in the six months ended June 30, 2005 and 2004 was as follows:
| Six Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2005 | June 30, 2004 | |||||||||||||||
| Written | Earned | Written | Earned | |||||||||||||
| (In thousands) | ||||||||||||||||
| Direct | $ | 160,524 | $ | 134,729 | $ | 151,557 | $ | 123,602 | ||||||||
| Ceded | (9,697 | ) | (9,697 | ) | (10,523 | ) | (10,523 | ) | ||||||||
| Net premiums | $ | 150,827 | $ | 125,032 | $ | 141,034 | $ | 113,079 | ||||||||
The amounts recoverable from reinsurers consist of the following:
| June 30, | December 31, | ||||||||
| 2005 | 2004 | ||||||||
| (In thousands) | |||||||||
| Unpaid losses recoverable: | |||||||||
| Case basis | $ | 106,043 | $ | 164,942 | |||||
| Incurred but not reported | 5,760 | 24,682 | |||||||
| Paid losses recoverable | 62,753 | 9,353 | |||||||
| Total | $ | 174,556 | $ | 198,977 | |||||
Amounts recoverable from reinsurers consists of paid losses recoverable, ceded case reserves and ceded IBNR reserves. Paid losses recoverable are receivables currently due from reinsurers for ceded paid losses. Ceded case and ceded IBNR reserves represent the portion of our gross loss and loss adjustment expense liabilities that are recoverable under reinsurance treaties and amounts heldagreements, but are not yet due from reinsurers. The Company considers paid losses recoverable outstanding for others
approximate those assets' and liabilities' carrying values becausemore than 90 days to be past due. At June 30, 2005, approximately $126,000, or 0.2%, of the actual
or expected short-term maturity$62,753,000 of those instruments.
13. SUBSEQUENT EVENTpaid losses recoverable were past due.
The Company received reinsurance recoveries of approximately $16,083,000 and $30,982,000 for the six months ended June 30, 2005 and 2004, respectively.
F-42
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At June 30, 2005, reinsurance recoverables from reinsurers that exceeded 3% of statutory surplus of the Company’s insurance subsidiaries are shown below (in thousands). The A.M. Best Company rating for the reinsurer is shown parenthetically.
| Converium Reinsurance North America (B-) | $ | 66,261 | ||
| American Re-Insurance Company(A) | 24,568 | |||
| Odyssey America Reinsurance Corporation(A) | 22,533 | |||
| St. Paul Fire & Marine Insurance Company(A) | 13,043 | |||
| Clearwater Insurance Company(A) | 11,212 | |||
| Scor Reinsurance Company (B++) | 8,457 | |||
| Hannover Re (A) | 3,792 | |||
| Other reinsurers | 24,690 | |||
| Total | $ | 174,556 | ||
During 2004, the Company’s largest reinsurer, Converium Reinsurance North America (“CRNA”), was downgraded by A.M Best Company, from A- to B-, as a result of the emergence of significant and previously unrecorded losses. While this downgrade had no immediate impact on the Company’s consolidated financial statements, it caused a decrease in the Company’s A.M. Best Capital Adequacy Ratio (“BCAR”) due to the increase in the capital charge sustained against the CRNA recoverable. CRNA continues to reimburse the Company for its portion of reinsured paid losses, and no amounts are past due.
Effective June 30, 2005, the Company entered into a commutation agreement with CRNA pursuant to which the Company will receive cash payments totaling $61.3 million in exchange for a full termination and release of three of the five reinsurance agreements between CRNA and the Company. The commutation agreement provides that all liabilities of the Company reinsured with CRNA under these three reinsurance agreements revert back to the Company in exchange for these cash payments. As a result of the termination of the three reinsurance agreements the Company recognized a pretax loss of $13.2 million in June 2005. CRNA remains obligated to the Company under the remaining two reinsurance agreements. As of June 30, 2005, the amount recoverable from CRNA under these two agreements was $6.3 million. The $66.3 million recoverable from CRNA at June 30, 2005 included a $1.3 million expense reimbursement that the Company owed to CRNA. Subsequent to June 30, 2005, the Company has received cash payments from CRNA totaling $61.3 million.
F-43
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| 3. | Income Taxes |
Income tax expense (benefit) from operations is different from the amount computed by applying the U.S. federal income tax statutory rate of 35% to income (loss) before income taxes as follows:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2005 | 2004 | |||||||
| (In thousands) | ||||||||
| Income tax computed at federal statutory tax rate | $ | (2,784 | ) | $ | 1,565 | |||
| Tax-exempt interest, net | (956 | ) | (855 | ) | ||||
| State income tax | 153 | 180 | ||||||
| Dividends received deduction | (119 | ) | (66 | ) | ||||
| Other | 37 | 47 | ||||||
| $ | (3,669 | ) | $ | 871 | ||||
| 4. | Loss and Loss Adjustment Expenses |
The following table provides a reconciliation of the beginning and ending reserve balances, net of related amounts recoverable from reinsurers, for the six months ended June 30, 2005 and 2004:
| Six Months Ended | |||||||||
| June 30, | |||||||||
| 2005 | 2004 | ||||||||
| (In thousands) | |||||||||
| Reserves for loss and loss adjustment expenses (“LAE”), net of related amounts recoverable from reinsurers, at beginning of period | $ | 243,256 | $ | 183,001 | |||||
| Add: | |||||||||
| Provision for loss and LAE for claims occurring in the current year, net of reinsurance | 88,554 | 73,325 | |||||||
| Change in estimated loss and LAE for claims occurring in prior years, net of reinsurance | 8,682 | 13,088 | |||||||
| Loss on Converium commutation | 13,200 | — | |||||||
| 110,436 | 86,413 | ||||||||
| Less loss and LAE payments for claims, net of reinsurance, occurring during: | |||||||||
| Current year | 11,301 | 10,638 | |||||||
| Prior years | 52,467 | 44,431 | |||||||
| 63,768 | 55,069 | ||||||||
| Add effect of Converium commutation | 56,100 | — | |||||||
| Reserves for loss and LAE, net of related amounts recoverable from reinsurers, at end of period | 346,024 | 214,345 | |||||||
| Add amounts recoverable from reinsurers on unpaid loss and LAE | 111,803 | 186,060 | |||||||
| Reserves for loss and LAE | $ | 457,827 | $ | 400,405 | |||||
See Note 2 for a discussion of the Converium commutation.
F-44
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| 5. | Stock Options |
A summary of the Company’s stock option plan as of June 30, 2005 and December 31, 2004, and changes during each of the periods then ended is as follows:
| Six Months Ended | Year Ended December 31, | |||||||||||||||
| June 30, 2005 | 2004 | |||||||||||||||
| Weighted- | Weighted- | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise | Exercise | |||||||||||||||
| Shares | Price | Shares | Price | |||||||||||||
| Outstanding at the beginning of the period | 1,447,049 | $ | 2.99 | 1,450,049 | $ | 3.01 | ||||||||||
| Granted | 12,000 | 5.00 | 12,000 | 5.00 | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Canceled, forfeited, or expired | (1,459,049 | ) | 3.01 | (15,000 | ) | 5.00 | ||||||||||
| Outstanding at the end of the period | — | — | 1,447,049 | 2.99 | ||||||||||||
| Exercisable at the end of the period | — | — | 1,447,049 | 2.99 | ||||||||||||
The reported net income, basic earnings per share, and diluted earnings per share would not be impacted had the Company accounted for the outstanding stock options based on their fair value.
On August 5, 1996,June 20, 2005, the BoardCompany entered into agreements with the holders of Directors authorized the registration of upall its outstanding options to 16,000,000purchase shares of the Company's Class A CommonCompany’s common stock pursuant to which all outstanding options of the Company were cancelled in exchange for $0.001 for each share of common stock issuable upon exercise of the options. Options to acquire a total of 1,459,049 shares of the Company’s common stock were cancelled in exchange for aggregate cash payments of $1,459. Additionally, on June 20, 2005 the Company’s Stock to be offered in a
planned initial public offering of such stock.
14. UNAUDITED SELECTED QUARTERLY FINANCIAL DATA (IN THOUSANDS)
F-21
76
================================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES
OR ANY OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT
RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN
OFFER IN ANY STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION HEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
TABLE OF CONTENTS
UNTIL , 1996 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
================================================================================
================================================================================
11,000,000 SHARES
Option and Restricted Stock Purchase Plan, under which these options were authorized, was terminated.
F-45
AMERISAFE, INC. CLASS A COMMON STOCK
[LOGO]
------------
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| 6. | Earnings Per Share |
The calculation of basic and diluted EPS for the six months ended June 30, 2005 and 2004 are presented below.
| Six Months Ended | ||||||||||
| June 30, | ||||||||||
| 2005 | 2004 | |||||||||
| (In thousands, except | ||||||||||
| per share amounts) | ||||||||||
| Basic EPS: | ||||||||||
| Net income (loss) | $ | (4,284 | ) | $ | 3,599 | |||||
| Preferred stock dividends | (4,720 | ) | (5,221 | ) | ||||||
| Loss available to common shareholders | $ | (9,004 | ) | $ | (1,622 | ) | ||||
| Amount allocable to common shareholders(1) | 100.0% | 100.0% | ||||||||
| Loss allocable to common shareholders | $ | (9,004 | ) | $ | (1,622 | ) | ||||
| Weighted-average common shares outstanding | 21,582 | 12,967 | ||||||||
| Basic earnings (loss) per share | $ | (0.42 | ) | $ | (0.13 | ) | ||||
| Diluted EPS: | ||||||||||
| Loss allocable to common shareholders | $ | (9,004 | ) | $ | (1,622 | ) | ||||
| Dividends on participating securities | — | (2) | — | (2) | ||||||
| Loss allocable to common shareholders after assumed conversions | $ | (9,004 | ) | $ | (1,622 | ) | ||||
| Weighted average common shares outstanding | 21,582 | 12,967 | ||||||||
| Diluted effect: | ||||||||||
| Stock options | — | — | ||||||||
| Warrants | — | — | ||||||||
| Conversion of participating securities | — | (2) | — | (2) | ||||||
| Weighted average diluted shares outstanding | 21,582 | 12,967 | ||||||||
| Diluted earnings (loss) per share | $ | (0.42 | ) | $ | (0.13 | ) | ||||
| (1) | Computed under the two-class method by dividing weighted-average common shares outstanding (12,967,104 and 21,581,874 at June 30, 2004 and June 30, 2005, respectively) by the sum of weighted-average common shares outstanding and shares for all convertible participating securities, calculated on the if-converted method (such additional shares totaling 6,903,141 at June 30, 2004 and June 30, 2005). |
| (2) | Not applicable as impact is antidilutive. |
F-46
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| 7. | Other Comprehensive Income |
| Pre Tax | Net-of-Tax | ||||||||||||
| Amount | Tax Expense | Amount | |||||||||||
| (In thousands) | |||||||||||||
June 30, 2005 | |||||||||||||
| Unrealized gain on securities: | |||||||||||||
| Unrealized gain on available-for-sale securities | $ | 1,750 | $ | 613 | $ | 1,138 | |||||||
| Less amortization of differences between fair value and amortized cost for fixed maturity security transfer | (1,100 | ) | (385 | ) | (715 | ) | |||||||
| Less reclassification adjustment for gains realized in net income | (1,287 | ) | (451 | ) | (837 | ) | |||||||
| Net unrealized loss | (637 | ) | (223 | ) | (414 | ) | |||||||
| Other comprehensive income | $ | (637 | ) | $ | (223 | ) | $ | (414 | ) | ||||
June 30, 2004 | |||||||||||||
| Unrealized gain on securities: | |||||||||||||
| Unrealized gain on available-for-sale securities | $ | 611 | $ | 214 | $ | 397 | |||||||
| Less amortization of differences between fair value and amortized cost for fixed maturity security transfer | (1,346 | ) | (471 | ) | (875 | ) | |||||||
| Less reclassification adjustment for gains realized in net income | (516 | ) | (181 | ) | (335 | ) | |||||||
| Net unrealized loss | (1,251 | ) | (438 | ) | (813 | ) | |||||||
| Other comprehensive income | $ | (1,251 | ) | $ | (438 | ) | $ | (813 | ) | ||||
F-47
Shares
AMERISAFE, Inc.
Common Stock
PROSPECTUS
Until , 1996
------------
SMITH BARNEY INC.
PIPER JAFFRAY INC.
================================================================================
77
2005, which is the 25th day after the date of this prospectus, all dealers that effect transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Friedman Billings Ramsey
| Keefe, Bruyette & Woods |
| William Blair & Company |
The date of this prospectus is , 2005.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
| Item 13. | Other Expenses of Issuance and Distribution. |
The following table below sets forth an estimate of thosethe costs and expenses to be incurred
by the Company in connection with the issuance and distribution of the securities being registered.
- ---------------
* To be completed by amendment.
All these expenses,amounts are estimated except the SecuritiesSEC registration fee. All costs and Exchange Commission
registration fee,expenses are payable by AMERISAFE.
| SEC Registration Fee | $ | 10,829 | |||
| NASD Filing Fees | 9,700 | ||||
| Nasdaq Listing Fee | * | ||||
| Legal Fees and Expenses | * | ||||
| Accounting Fees and Expenses | * | ||||
| Transfer Agent and Registrar Fees | * | ||||
| Printing and Engraving Expenses | * | ||||
| Blue Sky Fees and Expenses | * | ||||
| Miscellaneous Expenses | * | ||||
| Total | $ | * | |||
| * | To be provided by amendment. |
| Item 14. | Indemnification of Directors and Officers. |
Our articles of incorporation provide that no director or officer of ours will be personally liable to us or our shareholders for or with respect to any acts or omissions in the New York Stock Exchange listing fee andperformance of such person’s duties as a director or officer to the NASD
registration fee, represent estimates only.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles 2.02A(16) and 2.02-1 offullest extent permitted by the Texas Business Corporation Act (the "TBCA"“TBCA”) permit a corporationor any other applicable law.
Under Article 2.02-1 of the TBCA, subject to the procedures and limitations stated therein, we may indemnify aany person who was or is a director,
officer, employee or agent of a corporation or who serves at the corporation's
request as a director, officer, venturer, partner, proprietor, trustee, employee
or agent of another corporation, partnership, sole proprietorship, employee
benefit plan, trust, joint venture, or other enterprise (an "outside
enterprise"), who was, is or is threatened to be made a named a defendant in a legal
proceeding by virtue of such person's position in the corporation or in an
outside enterprise, but only if the person conducted himself in good faith and
reasonably believed, in the case of conduct in the person's official capacity,
that the conduct was in the corporation's best interest or, in the case of all
other conduct, that the conduct was not opposed to the corporation's best
interest, and, in the case of a criminal proceeding, the person had no
reasonable cause to believe the conduct was unlawful. A person may be
indemnified within the above limitations against judgments, penalties, fines,
settlements and reasonable expenses actually incurred.
Generally, an officer, director, agent or employee of a corporation or a
person who serves at the corporation's request as an officer, director, agent or
employee of an outside enterprise may not be indemnified against judgments,
fines and settlements incurredrespondent in a proceeding in whichbecause the person is found
liable to the corporation or is found to have improperly received a personal
benefit and may not be indemnified for expenses unless, and only to the extent
that, in view of all the circumstances, the person is fairly and reasonably
entitled to indemnification for such expenses. A corporation must indemnifywas a director, officer, employee or agent of ours against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys’ fees) actually incurred by the person in connection with the proceeding if it is determined that the person seeking indemnification:
| • | acted in good faith; | |
| • | reasonably believed that his or her conduct was in or at least not opposed to our best interests; and | |
| • | in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. |
We are required by Article 2.02-1 of the TBCA to indemnify a director or officer against reasonable expenses (including court costs and attorneys’ fees) incurred by the director or officer in connection with a proceeding in which the persondirector or officer is a partynamed defendant or respondent because of the person's corporatedirector or officer is or was in that position if the person wasdirector or officer has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The TBCA prohibits us from indemnifying a director or officer in respect of a proceeding in which the person is found liable to us or on the basis that a personal benefit was improperly received by him or her, other than for reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding; provided, that the TBCA further prohibits us from indemnifying a director or officer in
II-1
respect of any such proceeding in which the person is found liable for willful or intentional misconduct in the performance of his or her duties.
Under certain circumstances,Article 2.02-1(J) of the TBCA, a corporationcourt of competent jurisdiction may also advanceorder us to indemnify a director or officer if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances; however, if the director or officer is found liable to us or is found liable on the basis that a personal benefit was improperly received by him or her, the indemnification will be limited to reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding.
Article 2.02-1 of the TBCA states that rights of indemnification to which a director may be entitled under any provision contained in the articles of incorporation, the bylaws, a resolution of shareholders or directors, an agreement, or otherwise are valid only to the extent they are consistent with Article 2.02-1 of the TBCA as limited by our articles of incorporation, if such person.a limitation exists.
Article 2.02-1 of the TBCA permits a corporationus to purchase and maintain insurance or to make other arrangements on behalf of any person who is or was a director, officer, employee or agent of the foregoing
personsours against any liability asserted against and incurred by thethat person in any such capacity, or arising out of the person'sthat person’s status as such a person, whether or not the corporationwe would otherwise have the powerspower to indemnify the person against thethat liability under applicable law.
The Company's ArticlesArticle 2.02-1 of Incorporation,the TBCA.
Article 2.41 of the TBCA provides, among other things, that a director who votes for or assents to an unlawful distribution will be liable to us for such actions. A director who dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the minutes of the meeting of our board of directors or by filing his or her written dissent to such actions with the person acting as amended (the "Articles"),the secretary of the meeting before adjournment or immediately afterwards by registered mail.
Our articles of incorporation and bylaws provide that the Company'swe must indemnify our directors will have no personal liability to the
Company or its shareholders for monetary damages for an act or
II-1
78
omission in their capacities as directors. This provision has no effect on
director liability for (i) a breach of the director's duty of loyalty to the
Company or its shareholders, (ii) acts or omissions not in good faith that
constitute a breach of duty of a director or involving intentional misconduct or
knowing violations of law, (iii) approval of any transaction from which a
director derives an improper personal benefit, or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute. In addition, the Company's Articles provide that any additional
liability permitted to be eliminated by subsequent legislation will
automatically be eliminated without further shareholder vote, unless additional
shareholder approval is required by such legislation.
Article VI of the Company's Bylaws (the "Bylaws") also provides that the
Company will indemnify its directors,and officers employees and agents to the fullest extent permitted by the TBCA. As described above, this meansTBCA, the Texas Miscellaneous Corporation Act or any other applicable law. Our bylaws further provide that the
Company is generally required to indemnify its directors, officers, employees,
and agents against all judgments, fines, settlements, legal fees, and otherwe must pay or reimburse reasonable expenses incurred by one of our directors or officers who was, is or is threatened to be made a named defendant or respondent in a proceeding to the maximum extent permitted under the TBCA. We believe that these provisions are necessary to attract and retain qualified persons as officers and directors.
We have entered into indemnification agreements with our directors and officers that provide for indemnification to the fullest extent permitted by applicable law.
The indemnification provisions contained in our articles of incorporation and bylaws are in addition to any other right that a person may have or acquire under any statute, bylaw, resolution of shareholders or directors or otherwise. We maintain insurance on behalf of our directors and officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of such status.
| Item 15. | Recent Sales of Unregistered Securities. |
Between August 13, 2004 and September 2, 2004, we issued 8,614,760 shares of our common stock (after giving effect to the -for- reverse stock split effected in 2005) for $0.01 per share, or an aggregate purchase price of $86,148, in connection with pending or threatened legal proceedings
becausethe exercise of the person's position with the Company or another entity that the
person serves at the Company's request, subjectwarrants issued in 1997 and 1998 to certain conditions, generally
described above, and to advance funds to enable them to defend against such
proceedings.of our existing common shareholders that were accredited investors. The Company has entered into certain agreements (the "Indemnification
Agreements") with eachissuance of its directors and executive officers (each, an
"Indemnitee") designed to give effect to the foregoing provisions of the
Articles and Bylaws. The Indemnification Agreements are intended to provide
certain additional assurances against the possibility of uninsured liability
primarily because the Indemnification Agreements (i) specify the extent to which
the Indemnitees shall be entitled to receive benefits not expressly set forth in
the TBCA and (ii) include a number of procedural provisions designed to provide
certainty in administration of the rights to indemnity. Pursuant to the
Indemnification Agreements, among other things, an Indemnitee will be entitled
to indemnification as provided by the TBCA. The right to receive indemnification
is not available under the Indemnification Agreements in connection with any
claim against the Indemnitee (i) for which payment is actually made to the
Indemnitee under a valid and collectible insurance policy or (ii) as to which
the Indemnitee shall have been adjudged to be liable for willful or intentional
misconduct in the performance of his duty to the Company, unless ordered by the
court in which the claimthese securities was brought in accordance with applicable law.
The Underwriting Agreement entered into by the Company and the Underwriters
in connection with this Offering provides that the Underwriters will indemnify
the directors and officers of the Company against certain liabilities relating
to information furnished by the Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On December 31, 1993, the Company issued 3,229.34 shares of the Company's
common stock in exchange for all of the issued and outstanding common stock of
Mor-Tem Systems, Inc. ("Mor-Tem") owned by Messrs. Morris, Anderson and another
Mor-Tem shareholder. On the same date, the Company issued 510.167 shares of the
Company's Series B Cumulative Preferred Stock (the "Series B Stock") to Mr.
Morris in exchange for the cancellation of the Company's promissory notes
payable to Mr. Morris with outstanding principal balances totalling $1,480,000.
On July 29, 1996, Mr. Morris converted the Series B Stock into 1530.50 shares of
the Company's common stock. The above transactions were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a. Exhibits:
thereof as transactions by an issuer not involving any public offering. The recipients of the securities represented their intention to acquire the securities for investment only and not with a view towards the resale or other distribution thereof and appropriate legends were affixed to the share certificates issued in such transactions.
II-2
| Item 16. | Exhibits and |
(a) Exhibits.
| Exhibit | ||||
| No. | Description of Exhibit | |||
| 1 | .1 | Form of Underwriting Agreement | ||
| 3 | .1* | Form of Restated Articles of Incorporation of the Registrant | ||
| 3 | .2** | Form of Restated Bylaws of the Registrant | ||
| 5 | .1* | Opinion of Jones Day | ||
| 10 | .1** | Executive Agreement, dated January 1, 2004, by and between the Registrant and Mark R. Anderson | ||
| 10 | .2** | Employment Agreement, dated January 1, 2004, by and between the Registrant and C. Allen Bradley, Jr., as amended by Amendment No. 1 to Employment Agreement, dated June 17, 2005 | ||
| 10 | .3** | Employment Agreement, dated January 1, 2004, by and between the Registrant and Geoffrey R. Banta, as amended by Amendment No. 1 to Employment Agreement, dated June 17, 2005 | ||
| 10 | .4** | Employment Agreement, dated January 1, 2004, by and between the Registrant and Arthur L. Hunt, as amended by Amendment No. 1 to Employment Agreement, dated June 17, 2005 | ||
| 10 | .5** | Employment Agreement, dated January 1, 2004, by and between the Registrant and Craig P. Leach, as amended by Amendment No. 1 to Employment Agreement, dated June 17, 2005 | ||
| 10 | .6** | Form of AMERISAFE, Inc. 2005 Equity Incentive Plan | ||
| 10 | .7** | Form of Incentive Stock Option Award Agreement for the AMERISAFE, Inc. 2005 Equity Incentive Plan | ||
| 10 | .8** | Form of Non-Qualified Stock Option Award Agreement for the AMERISAFE, Inc. 2005 Equity Incentive Plan | ||
| 10 | .9** | Form of AMERISAFE, Inc. 2005 Non-Employee Director Restricted Stock Plan | ||
| 10 | .10** | Form of Restricted Stock Award Agreement for the AMERISAFE, Inc. 2005 Non-Employee Director Restricted Stock Plan | ||
| 10 | .11** | Form of Director and Officer Indemnification Agreement | ||
| 10 | .12** | First Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2005, issued to the Registrant by the reinsurers named therein | ||
| 10 | .13** | Second Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2005, issued to the Registrant by the reinsurers named therein | ||
| 10 | .14** | Workers’ Compensation Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2005, issued to the Registrant by the reinsurers named therein | ||
| 10 | .15** | Commutation and Release Agreement, effective as of June 30, 2005, between the Registrant and Converium Reinsurance (North America) Inc. | ||
| 10 | .16** | Services Agreement, effective as of March 31, 2005, by and between Concentra Integrated Services, Inc. and Amerisafe Risk Services, Inc. | ||
| 10 | .17** | Agreement, effective as of March 31, 2005, by and between Amerisafe Risk Services, Inc. and MedRisk, Inc. and its affiliates and subsidiaries | ||
| 10 | .18** | Lease Agreement, effective as of January 1, 2005, by and between The Phoenix Hat Company, LLC and the Registrant | ||
| 10 | .19** | Amended and Restated Registration Rights Agreement, dated March 18, 1998, by and among the Registrant and the shareholders of the Registrant named therein | ||
| 21 | .1** | Subsidiaries of the Registrant | ||
| 23 | .1* | Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1 hereto) | ||
| 23 | .2 | Consent of Ernst & Young LLP | ||
| 24 | .1** | Power of Attorney for Mark R. Anderson, C. Allen Bradley, Jr., Geoffrey R. Banta, Sean M. Traynor and Paul B. Queally | ||
| 24 | .2 | Power of Attorney for Jared A. Morris | ||
| 99 | .1 | Consent of Austin P. Young III to be named as a director | ||
| 99 | .2* | Consent of to be named as a director | ||
| * | To be filed by amendment |
| ** | Previously filed |
II-3
Registrant has not filed by amendment.
+ Filedcertain long-term debt instruments not being registered with confidential portions omittedthe SEC where the total amount of indebtedness authorized under any such instrument does not exceed 10% of the total assets of the Registrant and filed separately.
b. its subsidiaries on a consolidated basis. Registrant agrees and undertakes to furnish a copy of any such instruments to the SEC upon its request.
(b) Financial Statement Schedules:
Report of Ernst & Young LLP on Financial Statement Schedules
I. Summary of Investments -- Other Than Investments In Related PartiesSchedules.
The following financial statement schedules are included as pages S-1 to S-3 to this registration statement:
Schedule II. Condensed Financial Information of Registrant
III. Supplementary Insurance Information
IV. Reinsurance
Schedule VI. Supplemental Information Concerning Property-Casualty Insurance Operations
All
Pursuant to Rule 7-05 of Regulation S-X, other financial statement schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information requiredto be set forth therein is included in the notes to the audited financial statements and notes thereto.
II-3
80
ITEM 17. UNDERTAKINGS.included in the prospectus forming a part of this registration statement.
| Item 17. | Undertakings. |
The undersigned Registrantregistrant hereby undertakes to provide to the Underwritersunderwriter at the closing specified in the Underwriting Agreementunderwriting agreement, certificates in such denominations and registered in such names as required by the Underwritersunderwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrantregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrantregistrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrantregistrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purposepurposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
II-4 81
SIGNATURES
Pursuant to the requirementrequirements of the Securities Act of 1933, the Registrant has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas,DeRidder, State of Texas,Louisiana, on August 12, 1996.
AMERISAFE, INC.
By: /s/ MILLARD E. MORRIS
------------------------------------
Millard E. Morris
Chairman of the Board of DirectorsOctober 5, 2005.
| AMERISAFE, Inc. |
| By: | /s/C. Allen Bradley, Jr. |
| C. Allen Bradley, Jr. | |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on August 12, 1996.
October 5, 2005.
| Signature | Title | ||||
| /s/Mark R. Anderson Mark R. Anderson | Chairman | ||||
| /s/C. Allen Bradley, Jr. C. Allen Bradley, Jr. | President, Chief | ||||
| /s/Geoffrey R. Geoffrey R. | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||
| * Jared A. Morris | Director | ||||
| * Sean M. Traynor | Director | ||||
| * Paul B. Queally | Director | ||||
| Arthur L. Hunt, | |||||
| *By: | /s/Arthur L. Hunt Arthur L. Hunt, Attorney-in-Fact | ||||
II-5
Schedule II. Condensed Financial Information of this 12th dayRegistrant
AMERISAFE, INC.
CONDENSED BALANCE SHEETS
| December 31, | ||||||||||
| 2004 | 2003 | |||||||||
| (In thousands, except | ||||||||||
| share data) | ||||||||||
Assets | ||||||||||
| Investments: | ||||||||||
| Equity securities — available-for-sale, at fair value | $ | 1,090 | $ | 310 | ||||||
| Investment in subsidiaries | 128,014 | 114,925 | ||||||||
| Total invested assets | 129,104 | 115,235 | ||||||||
| Cash and cash equivalents | 4,066 | 10,172 | ||||||||
| Deferred income taxes | 359 | 63 | ||||||||
| Property and equipment, net | 3,275 | 15 | ||||||||
| Other assets | 1,216 | 2,555 | ||||||||
| $ | 138,020 | $ | 128,040 | |||||||
Liabilities, redeemable preferred stock and shareholders’ deficit | ||||||||||
| Liabilities: | ||||||||||
| Accounts payable and other liabilities | $ | 1,946 | $ | 278 | ||||||
| Note payable to subsidiaries | 10,930 | 5,680 | ||||||||
| Subordinated debt securities and note payable | 36,090 | 16,310 | ||||||||
| Total liabilities | 48,966 | 22,268 | ||||||||
| Redeemable preferred stock: | ||||||||||
| Series A nonconvertible — $0.01 par value, $100 per share redemption value: | ||||||||||
| Authorized shares — 1,500,000; issued and outstanding shares — 819,161 in 2004 and 764,243 in 2003 | 81,916 | 76,424 | ||||||||
| Series C convertible — $0.01 par value, $100 per share redemption value: | ||||||||||
| Authorized shares — 300,000; issued and outstanding shares — 300,000 in 2004 and 2003 | 30,000 | 30,000 | ||||||||
| Series D convertible — $0.01 par value, $100 per share redemption value: | ||||||||||
| Authorized shares — 200,000; issued and outstanding shares — 200,000 in 2004 and 2003 | 20,000 | 20,000 | ||||||||
| 131,916 | 126,424 | |||||||||
| Shareholders’ deficit: | (42,862 | ) | (20,652 | ) | ||||||
| $ | 138,020 | $ | 128,040 | |||||||
S-1
Schedule II. Condensed Financial Information of August, 1996, pursuant to the
Powers of Attorney executed on behalf of the above-named officers and
directors and contemporaneously filed herewith with the Securities and
Exchange Commission.
By: /s/ MILLARD E. MORRIS
------------------------------------
Millard E. Morris
Attorney-in-Fact
II-5
82
REPORTRegistrant—(continued)
AMERISAFE, INC.
CONDENSED STATEMENTS OF INDEPENDENT AUDITORS
The Board of Directors
INCOME
| Year Ended December 31, | |||||||||||||
| 2004 | 2003 | 2002 | |||||||||||
| (In thousands) | |||||||||||||
| Revenues: | |||||||||||||
| Net investment income | $ | 281 | $ | 4 | $ | 721 | |||||||
| Loss on sale of asset | — | — | (80 | ) | |||||||||
| Fee income from affiliates and subsidiaries | 3,661 | 1,791 | 2,746 | ||||||||||
| Total revenues | 3,942 | 1,795 | 3,387 | ||||||||||
| Expenses: | |||||||||||||
| Underwriting and other operating costs | 1,831 | 1,276 | 2,035 | ||||||||||
| Interest expense | 1,757 | 264 | 377 | ||||||||||
| Total expenses | 3,588 | 1,540 | 2,412 | ||||||||||
| Income before income taxes and equity in earnings of subsidiaries | 354 | 255 | 975 | ||||||||||
| Income tax expense | 293 | 246 | 285 | ||||||||||
| Income before equity in net income of subsidiaries | 61 | 9 | 690 | ||||||||||
| Equity in net income of subsidiaries | 10,496 | 8,585 | 4,491 | ||||||||||
| Net income | $ | 10,557 | $ | 8,594 | $ | 5,181 | |||||||
AMERISAFE, Inc.
We have audited the consolidated financial statements of AMERISAFE, Inc.
and subsidiaries as of December 31, 1994 and 1995, and for each of the three
years in the period ended December 31, 1995, and have issued our report thereon
dated , 1996 (included elsewhere in this Registration Statement).
Our audits also included the financial statement schedules listed in Item 16(b)
of this Registration Statement. These schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the
Company effected a reorganization on , 1996, resulting in a
change in the reporting entity.
Dallas, Texas
, 1996
The foregoing report is in the form that will be signed upon completion of
transactions described in the first paragraph of Note 1 to the consolidated
financial statements.
ERNST & YOUNG LLP
Dallas, Texas
August 9, 1996
S-1
83
INC.
CONDENSED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||
| 2004 | 2003 | 2002 | ||||||||||
| (In thousands) | ||||||||||||
Operating Activities | ||||||||||||
| Net cash provided by operating activities | $ | 8,351 | $ | 1,066 | $ | 454 | ||||||
Investing Activities | ||||||||||||
| Purchases of investments | (780 | ) | (310 | ) | — | |||||||
| Purchases of property and equipment | (3,589 | ) | — | — | ||||||||
| Capital contribution to subsidiary | (2,710 | ) | — | — | ||||||||
| Net cash used in investing activities | (7,079 | ) | (310 | ) | — | |||||||
Financing Activities | ||||||||||||
| Proceeds from issuance of subordinated debt securities | 25,780 | 10,310 | — | |||||||||
| Principal payments on note payable | (6,000 | ) | (2,000 | ) | (1,000 | ) | ||||||
| Warrants exercised | 86 | — | — | |||||||||
| Redemption of outstanding Series E preferred stock | (27,244 | ) | — | — | ||||||||
| Net cash used in financing activities | (7,378 | ) | 8,310 | (1,000 | ) | |||||||
| Change in cash and cash equivalents | (6,106 | ) | 9,066 | (546 | ) | |||||||
| Cash and cash equivalents at beginning of year | 10,172 | 1,106 | 1,652 | |||||||||
| Cash and cash equivalents at end of year | $ | 4,066 | $ | 10,172 | $ | 1,106 | ||||||
S-2
Schedule VI. Supplemental Information Concerning Property-Casualty Insurance Operations
AMERISAFE, INC. AND SUBSIDIARIES
SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN RELATED
PARTIES
DECEMBER 31, 1995
(IN THOUSANDS)
S-2
84
AMERISAFE, INC. (PARENT COMPANY)
SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
(IN THOUSANDS)
- ---------------
* Eliminated in consolidation
The condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto of AMERISAFE, Inc. and
subsidiaries.
| Reserves for | Loss | |||||||||||||||||||||||||||||||||||||||
| Unpaid | Loss and | and | Amortization | |||||||||||||||||||||||||||||||||||||
| Deferred | Loss and | LAE | LAE | of Deferred | Paid Claims | |||||||||||||||||||||||||||||||||||
| Policy | Loss | Net | related to | related | Policy | and Claim | Net | |||||||||||||||||||||||||||||||||
| Acquisition | Adjustment | Unearned | Earned | Investment | Current | to Prior | Acquisition | Adjustment | Premiums | |||||||||||||||||||||||||||||||
| Costs | Expenses | Premiums | Premiums | Income | Period | Periods | Costs | Expenses | Written | |||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||
| 2004 | $ | 12,044 | $ | 432,880 | $ | 111,741 | $ | 234,733 | $ | 12,217 | $ | 160,773 | $ | 13,413 | $ | (25,969 | ) | $ | 113,931 | $ | 243,011 | |||||||||||||||||||
| 2003 | 11,820 | 377,559 | 103,462 | 179,847 | 10,106 | 126,977 | 2,273 | (20,076 | ) | 99,157 | 195,990 | |||||||||||||||||||||||||||||
| 2002 | 9,505 | 346,542 | 87,319 | 163,257 | 9,419 | 117,212 | 3,850 | (20,465 | ) | 87,174 | 158,530 | |||||||||||||||||||||||||||||
S-3 85
AMERISAFE, INC. (PARENT COMPANY)
SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
STATEMENTS OF INCOME
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
----------------------------
1995 1994 1993
------ ------ ------
Revenues:
Fees and other from affiliates................................. $5,832 $4,227 $4,169
Investment income.............................................. 88 44 --
------ ------ ------
5,920 4,271 4,169
Expenses:
General and administrative..................................... 2,996 2,407 1,794
Depreciation................................................... 312 163 130
Interest....................................................... 843 668 835
------ ------ ------
4,151 3,238 2,759
------ ------ ------
Income before federal income taxes............................... 1,769 1,033 1,410
Federal income tax expense....................................... 340 395 489
Equity in undistributed earnings of subsidiaries................. 7,905 4,501 5,795
------ ------ ------
Net income....................................................... $9,334 $5,139 $6,716
====== ====== ======
The condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto of AMERISAFE, Inc. and
subsidiaries.
S-4
86
AMERISAFE, INC. (PARENT COMPANY)
SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
------------------------------
1995 1994 1993
------- ------- ------
Net cash provided by operating activities...................... $ 1,637 $ 560 $1,706
Investing activities:
Purchase of furniture and equipment.......................... 206 (359) (84)
Loans to subsidiaries and affiliates......................... (41) (3,238) (764)
Repayment of loans to subsidiaries and affiliates............ 583 -- --
------- ------- ------
Net cash provided by (used in) investing activities............ 748 (3,597) (848)
Financing activities:
Net proceeds from (repayment of) revolving notes payable..... (800) 4,100 --
Proceeds from (repayment of) notes payable................... 460 204 (620)
Proceeds from (repayment of) notes payable from affiliates... (2,024) (1,328) 26
------- ------- ------
Net cash (used in) provided by financing activities............ (2,364) 2,976 (594)
Increase (decrease) in cash and cash equivalents............... 21 (61) 264
Cash and cash equivalents at beginning of year................. 129 190 (74)
------- ------- ------
Cash and cash equivalents at end of year....................... $ 150 $ 129 $ 190
======= ======= ======
The condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto of AMERISAFE, Inc. and
subsidiaries.
S-5
87
AMERISAFE, INC. AND SUBSIDIARIES
SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- ----------------- -------- ------------
DEFERRED FUTURE POLICY
POLICY BENEFITS, LOSSES, OTHER
ACQUISITION CLAIMS, AND LOSS UNEARNED POLICYHOLDER
COSTS* EXPENSES* PREMIUMS* FUNDS
-------- ----------------- -------- ------------
(IN THOUSANDS)
December 31, 1995........................... $316 $55,427 $3,581 $ --
==== ======= ====== ======
December 31, 1994........................... $444 $40,939 $4,229 $ --
==== ======= ====== ======
December 31, 1993........................... $213 $34,421 $1,591 $ --
==== ======= ====== ======
- ---------------
* Balances consist entirely of property/casualty insurance.
COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K
-------- ---------- ---------- ------------ --------- ---------
BENEFITS, AMORTIZATION
CLAIMS, OF DEFERRED
NET LOSSES AND POLICY OTHER
PREMIUM INVESTMENT SETTLEMENT ACQUISITION OPERATING PREMIUMS
REVENUE* INCOME* EXPENSES* COSTS* EXPENSES* WRITTEN*
-------- ---------- ---------- ------------ --------- ---------
(IN THOUSANDS)
1995.................... $58,167 $4,519 $ 32,924 $245 $21,940 $57,848
======= ======== ======== ========= ======= ========
1994.................... $40,461 $2,484 $ 25,250 $230 $14,112 $42,867
======= ======== ======== ========= ======= ========
1993.................... $35,902 $2,146 $ 20,262 $212 $11,231 $37,471
======= ======== ======== ========= ======= ========
- ---------------
* Balances consist entirely of property/casualty insurance.
S-6
88
AMERISAFE, INC. AND SUBSIDIARIES
SCHEDULE IV -- REINSURANCE
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- ------------------------------------------ -------- -------- -------- -------- --------
ASSUMED % OF
CEDED TO FROM AMOUNT
GROSS OTHER OTHER NET ASSUMED TO
AMOUNT* COMPANIES* COMPANIES* AMOUNT* NET
-------- -------- -------- -------- --------
(IN THOUSANDS)
Year Ended December 31, 1995.............. $66,832 $8,665 $ -- $58,167 0%
======= ====== ==== ======= ==
Year Ended December 31, 1994.............. $48,262 $7,801 $ -- $40,461 0%
======= ====== ==== ======= ==
Year Ended December 31, 1993.............. $43,995 $8,093 $ -- $35,902 0%
======= ====== ==== ======= ==
- ---------------
* Balances consist entirely of property/casualty insurance.
S-7
89
AMERISAFE, INC. AND SUBSIDIARIES
SCHEDULE VI -- SUPPLEMENTAL INFORMATION
CONCERNING PROPERTY/CASUALTY INSURANCE OPERATIONS
DECEMBER 31
-------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
--------- --------------- ------------------- ---------- --------
DISCOUNT,
DEFERRED POLICY RESERVES FOR UNPAID IF ANY,
AFFILIATION WITH ACQUISITION CLAIMS AND CLAIM DEDUCTED IN UNEARNED
REGISTRANT COSTS ADJUSTMENT EXPENSES COLUMN C** PREMIUMS
--------------- ------------------- -------------- --------
(IN THOUSANDS)
Registrant and consolidated
subsidiaries
1995.............................. $ 316 $55,427 $ -- $3,581
==== ======= ====== ======
1994.............................. $ 444 $40,939 $ -- $4,229
==== ======= ====== ======
1993.............................. $ 213 $34,421 $ -- $1,591
==== ======= ====== ======
YEAR ENDED DECEMBER 31
-----------------------------------------------------------------------------------------------
COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K
-------- ---------- -------------------------- ------------ ---------- ---------
CLAIMS AND CLAIM
ADJUSTMENT EXPENSES AMORTIZATION PAID
INCURRED RELATED TO OF DEFERRED CLAIMS AND
NET -------------------------- POLICY CLAIM
EARNED INVESTMENT (1) (2) ACQUISITION ADJUSTMENT PREMIUMS
PREMIUMS INCOME CURRENT YEAR PRIOR YEAR COSTS EXPENSES WRITTEN
-------- ---------- ------------ ---------- ------------ ---------- ---------
(IN THOUSANDS)
1995............. $58,167 $4,519 $ 36,074 $ (3,150) $245 $ 20,862 $57,848
======= ======== ========= ======== ========= ======== ========
1994............. $40,461 $2,484 $ 26,637 $ (1,387) $230 $ 18,890 $42,867
======= ======== ========= ======== ========= ======== ========
1993............. $35,902 $2,146 $ 22,537 $ (1,911) $212 $ 15,152 $37,471
======= ======== ========= ======== ========= ======== ========
S-8
90
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ---------- ------------- ------------
1.1* -- Form of Underwriting Agreement
2.1* -- Form of Distribution Agreement between the Company and existing and
former shareholders
2.2* -- Form of Distribution Agreement between the Company and Millard E.
Morris
3.1 -- Amended and Restated Articles of Incorporation of the Company
3.2 -- Amended and Restated Bylaws of the Company
4.1* -- Form of Class A Common Stock Certificate
5.1* -- Opinion of Jones, Day, Reavis & Pogue
10.1 -- Form of Registration Rights Agreement among the Company, Millard E.
Morris and Mark R. Anderson
10.2* -- Form of Stock Incentive Plan
10.3* -- Form of Indemnification Agreement
10.4* -- Form of Employment Agreement with certain executive officers of the
Company
10.5* -- Form of Tax Sharing Agreement
10.6* -- Form of Services Agreement between the Company and Auto One
Acceptance Corporation
10.7+ -- First Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.8+ -- Second Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.9+ -- Third Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.10+ -- First Workers' Compensation Per Occurrence Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
10.11+ -- Second Workers' Compensation Per Occurrence Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
10.12+ -- First Per Claimant Workers' Compensation Excess Reinsurance Agreement
between the Company, Silver Oak Casualty, Inc. and the Reinsurers
identified therein
10.13+ -- Second Per Claimant Workers' Compensation Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
11.1 -- Statement of Computation of Earnings Per Share
21.1 -- Subsidiaries of the Company
23.1 -- Consent of Ernst & Young LLP
23.2* -- Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1 -- Powers of Attorney
27.1 -- Financial Data Schedule
- ---------------
* To be filed by amendment.
+ Filed with confidential portions omitted and filed separately.