Via Facsimile and U.S. Mail
Mail Stop 6010
September 23, 2005
Arthur L. Hunt
Executive Vice President and General Counsel
AMERISAFE, Inc.
2301 Highway 190 West
DeRidder Louisiana 70634
Re: AMERISAFE, Inc.
Amendment #1 to Registration Statement on Form S-1
Filed September 9, 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
Overview of Operating Results, page 38
1. We have read your response to comment 27. It does not appear
that
you have separately quantified the individual factors that caused
fluctuations in your premiums. Please revise the discussion of
your
results of operations to quantify the individual factors and
include
an analysis explaining the relative significance of these items.
Business
Loss Reserves, page 64
2. We have read your response to comment 24 and we have the
following
comments:
* We refer your disclosure in the second full paragraph on page
66.
Please explain to us and disclose why you use take a weighted
average
of the various actuarial methodologies instead of a simple
average.
* In your original registration statement filed on August 3, 2005
you
disclosed the loss reserve balance as calculated by your actuaries
and what was actually recorded in the financial statements.
Please
tell us why you have removed this disclosure. The disclosure
quantifies the difference between what the actuaries calculated
and
what management ultimately recorded, which would appear to provide
insight into your business and be useful to a reader of your
filing.
In addition, it would also be helpful to explain the reason(s) why
the loss reserves recorded in the financial statements were
different
then the loss reserves calculated by the actuaries.
* We refer to your sensitivity analysis on page 67. Simply
quantifying a 5% increase/decrease in your loss reserve balance
does
not constitute a sensitivity analysis. Please 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.
Principal and Selling Shareholders, page 93
3. We note your response to comment 38 and reissue the comment.
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. The only exception applies to
selling shareholders that are public companies. To the extent
this
exception is applicable you may omit the requested information.
4. We note your response to comment 39 and reissue the comment in
part. Please provide the full name(s) of the natural persons
having
voting, dispositive or investment powers over the shares held by
Sprout Group.
5. We note your response to comments 41 and 42. Comment 41 is
reissued. If Sprout Group is a broker-dealer, it must be
identified
as an underwriter. A statement that they have not responded to
your
request for information is not sufficient. In regards to comment
42,
it is not clear how you are able to make such representations on
behalf of Sprout Group. Please explain. We may have further
comments.
Consolidated Financial Statements
Notes To Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Reserves for Loss and Loss Adjustment Expenses, page F-9
6. We have read your response to comment 51. Please explain to us
why you believe it is appropriate to record the cost of purchasing
an
annuity as loss and loss adjustment expense incurred. Why is
there
no asset recorded for the purchase of the annuity? Please tell us
where you record the gain/loss recognized for the difference
between
the loss reserves established and the annuity purchased and why
you
believe your classification of the gain/loss is appropriate.
* * *
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 file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
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, Esq.
Jones Day
Dallas, Texas 75201
Arthur L. Hunt
AMERISAFE, Inc.
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