Via Facsimile and U.S. Mail
Mail Stop 6010
August 26, 2005
Arthur L. Hunt
Executive Vice President and General Counsel
AMERISAFE, Inc.
2301 Highway 190 West
DeRidder Louisiana 70634
Re: AMERISAFE, Inc.
Registration Statement on Form S-1
Filed August 3, 2005
File Number 333-127133
Dear Mr. Hunt:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
FORM S-1
General
1. Please provide us proofs of all graphic, visual, or
photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus. Please note we may
have
comments regarding these materials.
2. Please note that when you file a pre-effective amendment
containing
pricing-related information, we may have additional comments. As
you
are likely aware, you must file this amendment prior to
circulating
the prospectus.
3. Please note that when you file a pre-effective amendment that
includes your price range, it must be bona fide. We interpret
this to
mean that your range may not exceed $2 if you price below $20 and
10%
if you price above $20.
4. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not
cited as examples, please make the appropriate changes in
accordance
with our comments.
5. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment. In
addition,
you should also reference each page number in which disclosure has
been revised in response to a comment so that we can easily place
your
revised disclosure in its proper context.
Prospectus Summary, page 1
6. As currently written your summary contains too much detail and
does
not present a balanced picture of your company and operations.
Please
balance the discussion of your competitive strengths with a
discussion
of your weaknesses. Additionally, move the discussion of your
challenges to immediately follow the discussion of your strategy.
Finally, move much of the more detailed information to the
"Business"
section.
7. Provide the basis for your belief that the hazardous industries
you
target are underserved.
8. We note your explanation of the commutation agreement on page
7.
Please explain the word "commutation" the first time it is used.
9. We note your explanation of the term "accident year loss ratio"
on
page 6. Please move this explanation to page 5 where the term is
used
for the first time.
Risk Factors
The workers` compensation insurance industry is cyclical ..., page
11
10. Please revise to describe the current phase in the cycle and
how
it is affecting your operations and profitability. Compare
current
conditions with conditions previously. If you believe your
profitability has in the past been adversely affected by negative
developments and cyclical changes in the industry, please provide
appropriate disclosure.
If we are unable to obtain reinsurance on favorable terms, our
ability
to write ..., page 11
11. Please disclose what percentage of your business you reinsure.
12. If you have had difficulties obtaining reinsurance in the
past,
please disclose these difficulties and their effects on your
operations.
If our reinsurers do not pay losses in a timely fashion, or at
all, we
may incur ..., page 12
13. Please disclose the nature of any current difficulties you are
experiencing regarding the enforcement of your rights to receive
payment under reinsurance agreements.
14. Please consider whether a risk factor addressing problems
obtaining reinsurance or whether your dependence on any one
reinsurer
or small group of reinsurers is necessary. For example,
approximately
how many companies could provide you with reinsurance services in
the
volume you require? Consider the difficulties you would likely
encounter in finding and negotiating for reinsurance from other
sources.
15. Please consider expanding and discussing as a stand-alone risk
factor, what the company would do in the event that a reinsurer
cancels its participation on new business.
A downgrade in our A.M. Best rating would likely reduce the amount
...., page 13
16. We note that some of your construction contractor
policyholders
are required to maintain workers` compensation coverage with a
company
with an A.M. Best rating of A- or better in order to bid on
certain
contracts. If you were to be downgraded, what percentage of your
business would be affected? In other words, please approximate in
percentage terms the amount of premiums the loss of this business
would represent.
If we cannot sustain our relationships with independent agencies,
we
may be unable ..., page 16
17. Please revise your disclosure should you compensate the
independent agents or agencies with contingent fee commissions, if
applicable.
Our business is dependent on the efforts of our senior management
....,
page 18
18. Please identify the members of senior management and other
employees that you consider to be key. Additionally, disclose
whether
you have employment agreements with all of the employees you
consider
to be key.
19. Please state whether any of the key executives has plans to
retire
or leave the company for any reason in the near future and whether
you
maintain key man insurance on these individuals.
The outcome of recent insurance industry investigations and
regulatory
proposals ..., page 20
20. Please discuss any proposed legislation or new regulatory
requirements that may be imposed on the insurance industry. For
example, we note that the National Association of Insurance
Commissioners has proposed new rules that would require brokers
obtain
written consent from their clients prior to receiving compensation
from an insurance carrier. You may want to include this
discussion as
a separate stand-alone risk factor.
Certain Important Information, page 25
21. We note your statement that the organizations do not guarantee
the
accuracy and completeness of such information. Please delete this
statement. It is not appropriate to disclaim responsibility for
information included in your registration statement.
Use of Proceeds, page 27
22. We note that you intend to use $___ million of the proceeds on
general corporate purposes. Please revise to describe the
purposes
more specifically.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Overview, page 32
23. In the third paragraph of the Overview section of your MD&A
you
disclose certain performance metrics management uses to evaluate
the
performance of its operations, but there is no discussion within
MD&A
about management`s assessment of these performance metrics.
Please
revise to include management`s assessment of these performance
metrics, and any know trends and/or uncertainties related to the
assessment.
Critical Accounting Policies
Reserves for Loss and Loss Adjustment Expenses, page 35
24. We believe your disclosure in Management`s Discussion and
Analysis
regarding the reserve for loss and loss adjustment expenses could
be
improved to better explain the judgments and uncertainties
surrounding
this estimate and the potential impact on your financial
statements.
We believe that disclosures explaining the likelihood that
materially
different amounts would be reported under different conditions or
using different assumptions is consistent with the objective of
Management`s Discussion and Analysis. Accordingly, please revise
MD&A
to include the following information for each of your lines of
business.
a. Please disclose the range of loss reserve estimates as
determined
by your actuaries. Discuss the key assumptions used to arrive at
management`s best estimate of loss reserves within that range and
what
specific factors led management to believe this amount rather than
any
other amount within the range represented the best estimate of
incurred losses. In addition include quantified and narrative
disclosure of the impact that reasonably likely changes in one or
more
of the variables (i.e. actuarially method and/or assumptions used)
would have on reported results, financial position and liquidity.
b. If you do not calculate a range around your loss reserve, but
instead use point estimates please include the following
disclosures:
* Disclose the various methods considered and the method that was
selected to calculate the reserves. If multiple point estimates
are
generated, include the range of these point estimates. Include a
discussion of why the method selected was more appropriate over
the
other methods.
* Discuss how management determined the most appropriate point
estimate and why the other point estimates were not chosen. Also
clarify whether the company actually records to the point estimate
or
if not, how that estimate is used.
* Include quantified and narrative disclosure of the impact that
reasonably likely changes in one or more of the variables (i.e.
actuarially method and/or assumptions used) would have on reported
results, financial position and liquidity.
c. In your disclosure you state that your loss and loss adjustment
expenses are estimated using case-by-case valuations and
statistical
analyses. Please clarify what specific statistical analyses are
performed.
Deferred Policy Acquisition Costs, page 36
25. We understand based on your disclosure that the costs
associated
with performing safety services are capitalized and amortized as
the
premiums are earned. Please explain to us how these additional
services are primarily related to the acquisition of new business.
In
your response please tell us how you comply with paragraph 28 of
SFAS
60.
Overview of Operating Results, page 38
26. We note instances in which the increases/decreases in
revenues/expenses are attributable to multiple factors. For
example,
the increase in gross premiums written from December 31, 2003 to
December 31, 2004 was attributed to increased premium rates,
growth in
new and renewal business and positive premium adjustments due to
payroll audits. In these instances, pleas quantify the impact of
each
factor.
27. In certain areas of your discussion you make reference to
specific
factors that contributed to the change from period to period. For
example, in the first paragraph on page 40 you disclose, "The
increase
is attributable to increased premium rates, growth in new and
renewal
business and positive premium adjustments related to payroll
audits."
For statements like this one throughout your discussion of results
of
operations please quantify the individual factors and include an
analysis explaining the relative significance of these items.
Liquidity and Capital Resources, page 42
28. Please indicate if you expect to raise additional funds in the
next 24 months. If you are unable to determine whether you will
or
not, please disclose the reasons.
29. Please include in MD&A a more robust discussion of the
reasonably
likely impact the payment of claims will have on known trends and
uncertainties, in particular cash outflows from operations. In
the
disclosure please include a discussion of your asset/liability
management process and whether there are any significant
variations
between the maturity of your investments and the expected payment
of
your loss reserves. Include a discussion of the impact of selling
securities before anticipated or the use of credit facilities to
pay
for policy liabilities will have on your future liquidity and
results
of operations.
30. Please refer to page 33 of your MD&A section, in which you
disclose that the Company has changed its retention level of its
reinsurance programs over the past several years. Please disclose
to
the extent necessary, the reasonable likelihood that the change in
your reinsurance program has had or will have on liquidity and
capital
resources. Please refer to Section IV of Financial Reporting
Release
72.
Business
Loss Reserves
Loss Development, page 66
31. We note that you have disclosed the impact on your cumulative
deficiency/redundancy without the losses related to the write-off
of
the recoverable from Reliance Insurance Company. This type of
disclosure does not appear to be consistent with disclosures
required
by Guide 6. If you have included the write-off of the recoverable
as
a non-GAAP financial measure, please tell us why this measure is
not
prohibited by Item 10(e)(1)(ii) of Regulation S-K.
Reinsurance, page 68
32. We note that Converium is not included in the list of
reinsurers
participating in your 2005 reinsurance program. We also note that
Converium remains obligated to you under two remaining agreements.
Do
Converium`s obligations relate to prior years` reinsurance
agreements?
Please explain.
Employees, page 72
33. Please disclose the number of part-time employees you have, if
any.
Properties, page 72
34. Please revise to disclose the amount of your annual lease
payment(s) and when the lease agreement expires for your DeRidder,
Louisiana facility. You should also file the lease agreement as
an
exhibit to your registration statement.
Federal Law and Regulations, page 75
35. Please discuss any proposed legislation or new regulatory
requirements that may be imposed on the insurance industry. For
example, we note that the National Association of Insurance
Commissioners has proposed new rules that would require brokers
obtain
written consent from their clients prior to receiving compensation
from an insurance carrier.
Management
Directors, Executive Officers and Key Employees, page 78
36. Please revise page 79 to identify the subprime finance
companies
of which Jarred Morris is an officer and principal owner.
Management Compensation and Incentive Plans, page 82
37. We note that all five of the employees you describe in this
section receive bonuses which may include stock options, as part
of
their compensation. Please describe how these individuals`
performance is determined and what factors are considered in
evaluating it. For example, if the grants are based on company
performance, please describe how company performance is measured.
Principal and Selling Shareholders, page 88
38. Please provide the full name(s) of the natural persons having
voting, dispositive or investment powers over the shares held by
the
entities listed in the table on page 89.
39. In addition, please provide this information for the entities
listed as a selling shareholder on page 91.
40. Please revise to indicate how the selling stockholders
acquired
the shares offered for resale.
41. If any of the selling stockholders are broker-dealers, please
revise to identify them as underwriters. The only exception to
this
position is if these entities obtained these securities as
compensation for underwriting services.
42. If any of the selling stockholders are affiliates of broker-
dealers, they should be so identified. In addition, please revise
your disclosure to include the following representations:
* The selling stockholders purchased in the ordinary course of
business; and
* At the time of the purchase, the selling stockholders had no
agreements or understanding to distribute the securities.
If you are unable to make these statements in the prospectus,
please
revise the prospectus to state the seller is an underwriter.
Certain Relationships, page 92
43. Please file your agreement with Contra as an exhibit to the
registration statement.
Underwriting, page 100
44. We note you plan to conduct a directed share offering. Please
provide us with any material you intend to use to sell to
potential
purchasers such as a "friends and family" letter. Tell us when you
intend to send them to these potential purchasers. In addition,
tell
us the procedures you will employ in making the offering and how
you
will assure that this offer will meet the requirements of Section
5 of
the Securities Act and Rule 134. We may have further comments.
45. We note that certain of the underwriters may distribute
prospectuses electronically. Please tell us the procedures they
will
use in their selling efforts and how they intend to comply with
the
requirements of Section 5 of the Securities Act of 1933,
particularly
with regard to how offers and final confirmations will be made and
how
and when purchasers will fund their purchases. Provide us copies
of
all electronic communications including the proposed web pages.
46. Please tell us and briefly disclose in the prospectus whether
you
intend to use any forms of prospectus other than print and
electronic
version, such as CD-ROMs, videos, etc., and provide all such
prospectuses for our examination. Please refer to SEC Releases
No.
33-7233 and NO. 33-7289. We may have additional comments.
47. Please indicate if your underwriters have arrangements with a
third party to host or access your preliminary prospectus on the
Internet. If so, identify the party and provide the address of
the
website. Please also describe the material terms of the agreement
and
provide us with a copy of any written agreement. You should also
provide us with copies of all information concerning your company
or
the offering that appears on the third party website. We may have
further comments.
Consolidated Financial Statements
48. Please revise your filing to include June 30, 2005 and
comparable
prior period financial information and related disclosures
pursuant to
Rule 3-12 of Regulation S-X.
Noted to Consolidated Financial Statements
Note 6. Reinsurance, page F-18
49. It appears that reinsurance recoverables are a material
component
of your balance sheet. Please disclose the aging of recoverables
as
of the latest balance sheet date presented. The aging schedule may
be
based on management`s own reporting criteria (i.e. less than 30
days,
30 to 60 days etc.) or some other reasonable presentation. At a
minimum, the disclosure should indicate the past due amounts and
by
significant counterpart.
Note 13. Stock Options, page F-25
50. Please provide an analysis of how you determined the fair
value of
the underlying common stock and any related stock-based
compensation
for each equity issuance. Please include an itemized
chronological
schedule covering all equity instruments issued since the
beginning of
2004 through the date of your response. In addition, please
disclose
the following in the financial statements:
* The date of each issuance;
* The number of options granted or shares issued;
* The exercise price or per share amount paid;
* Management`s fair market value per share and significant
factors,
assumptions and methodologies used in determining fair value;
* The intrinsic value, if any, per option;
* The identity of the recipient, indicating if the recipient was a
related party;
* The amount of any compensation expense recognized;
* The method used in valuing the issuance;
* Whether the valuation was contemporaneous or retrospective;
* Significant factors contributing to the difference between the
fair
value as of the date of each grant and the estimated IPO price.
Note 18. Commitments and Contingencies, page F-30
51. We understand from your disclosures that you purchase annuity
contracts with the intent to settle long-duration claims. Please
tell
us and disclose your accounting policy for the purchased
annuities.
Item 15. Recent Sales of Unregistered Securities, page II-2
52. Please revise to identify the investors or classes of
investors in
the unregistered offerings between August 13, 2004 and September
2,
2004. Please note that we consider accredited investors to be a
recognized class but do not recognize unaccredited investors or
individual investors to be acceptable classes.
Item 16. Exhibits and Financial Statement Schedules, II-3
53. We note you have filed a "Form of" legal opinion. Please note
that this is not sufficient. Please file your actual legal
opinion.
If you are unable to file your legal opinion with the next
amendment,
please revise your exhibit list to delete the term "Form of" and
indicate that the actual legal opinion will be filed by amendment.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
You may contact Joseph Roesler at (202) 551-3628 or Joel
Parker
at (202) 551-3651 if you have questions regarding comments on the
financial statements and related matters. Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: James E. O`Bannon
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
Arthur L. Hunt
AMERISAFE, Inc.
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