AMERISAFE INC (Form: 10-Q, Received: 04/29/2016 16:06:55)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016

Commission file number:

001-12251

AMERISAFE, INC.

(Exact Name of Registrant as Specified in Its Charter)


Texas		75-2069407
(State of Incorporation)		(I.R.S. Employer Identification Number)

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

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

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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

As of April 25, 2016, there were 19,181,874 shares of the Registrant’s common stock, par value $.01 per share, outstanding.

TABLE OF CONTENTS


		Page No.
FORWARD-LOOKING STATEMENTS			3

PART I - FINANCIAL INFORMATION

Item 1	Financial Statements		4

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

Item 3	Quantitative and Qualitative Disclosures About Market Risk		22

Item 4	Controls and Procedures		22

PART II - OTHER INFORMATION

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 6	Exhibits		23

FORWARD-LOOKING STATEMENTS

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

•

the cyclical nature of the workers’ compensation insurance industry;

•

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

•

decreased demand for our insurance;

•

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

•

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;

•

technology breaches or failures, including those resulting from a malicious cyber attack on the Company or its policyholders and medical providers;

•

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

•

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

•

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

•

changes in rating agency policies, practices or ratings;

•

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;

•

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

•

changes in legal theories of liability under our insurance policies;

•

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

•

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

•

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

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report, and under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	March 31, 2016			December 31, 2015
	(unaudited)
Assets
Investments:
Fixed maturity securities—held-to-maturity, at amortized cost (fair value $659,172 and $662,276 in 2016 and 2015, respectively)	$	639,632		$	645,164
Fixed maturity securities—available-for-sale, at fair value (cost $408,364 and $376,109 in 2016 and 2015, respectively)		416,568			380,022
Equity securities—available-for-sale, at fair value (cost $0 in 2016 and 2015)		31			31
Short-term investments		11,713			7,718
Other investments		11,390			12,217

Total investments		1,079,334			1,045,152
Cash and cash equivalents		79,290			69,481
Amounts recoverable from reinsurers		92,429			91,077
Premiums receivable, net of allowance		197,185			185,364
Deferred income taxes		28,051			29,905
Accrued interest receivable		12,489			11,685
Property and equipment, net		5,988			6,181
Deferred policy acquisition costs		20,222			20,412
Other assets		42,572			42,788

Total assets	$	1,557,560		$	1,502,045

Liabilities and shareholders’ equity
Liabilities:
Reserves for loss and loss adjustment expenses	$	722,178		$	718,033
Unearned premiums		169,853			167,983
Reinsurance premiums payable		200			154
Amounts held for others		51,838			49,790
Policyholder deposits		48,059			48,380
Insurance-related assessments		33,313			32,329
Federal income tax payable		8,268			911
Accounts payable and other liabilities		28,673			30,484
Payable for investments purchased		16,425			—

Total liabilities		1,078,807			1,048,064
Shareholders’ equity:
Common stock:
Voting—$0.01 par value authorized shares—50,000,000 in 2016 and 2015; 20,440,124 and 20,388,396 shares issued and 19,181,874 and 19,130,146 shares outstanding in 2016 and 2015, respectively		203			203
Additional paid-in capital		205,862			204,688
Treasury stock at cost (1,258,250 shares in 2016 and 2015)		(22,370	)		(22,370	)
Accumulated earnings		289,678			268,873
Accumulated other comprehensive income, net		5,380			2,587

Total shareholders’ equity		478,753			453,981

Total liabilities and shareholders’ equity	$	1,557,560		$	1,502,045

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2016			2015
Revenues
Gross premiums written	$	100,382		$	100,789
Ceded premiums written		(2,551	)		(2,536	)

Net premiums written	$	97,831		$	98,253

Net premiums earned	$	95,961		$	94,787
Net investment income		6,044			6,833
Net realized gains on investments		248			59
Fee and other income		82			109

Total revenues		102,335			101,788
Expenses
Loss and loss adjustment expenses incurred		46,716			60,006
Underwriting and certain other operating costs		7,472			7,472
Commissions		6,878			7,005
Salaries and benefits		5,784			5,893
Policyholder dividends		1,090			215

Total expenses		67,940			80,591

Income before income taxes		34,395			21,197
Income tax expense		10,138			6,067

Net income		24,257			15,130

Net income available to common shareholders	$	24,257		$	15,130

Earnings per share
Basic	$	1.27		$	0.80

Diluted	$	1.27		$	0.79

Shares used in computing earnings per share
Basic		19,057,941			18,847,792

Diluted		19,163,789			19,047,479

Cash dividends declared per common share	$	0.18		$	0.15

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2016		2015
Net income	$	24,257	$	15,130
Other comprehensive income:
Unrealized gain on securities, net of tax		2,793		818

Comprehensive income	$	27,050	$	15,948

AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)


	Common Stock				Treasury Stock						Additional Paid-In Capital		Accumulated Earnings			Accumulated Other Comprehensive Loss		Total
	Shares		Amount		Shares			Amounts			Additional Paid-In Capital		Accumulated Earnings			Accumulated Other Comprehensive Loss		Total
Balance at December 31, 2015		20,388,396	$	203		(1,258,250	)	$	(22,370	)	$	204,688	$	268,873		$	2,587	$	453,981
Comprehensive income		—		—		—			—			—		24,257			2,793		27,050
Common stock issued upon exercise of options		35,679		—		—			—			454		—			—		454
Tax benefit from share-based payments		—		—		—			—			435		—			—		435
Restricted common stock issued		16,049		—		—			—			—		—			—		—
Share-based compensation		—		—		—			—			285		—			—		285
Dividends to shareholders		—		—		—			—			—		(3,452	)		—		(3,452	)

Balance at March 31, 2016		20,440,124	$	203		(1,258,250	)	$	(22,370	)	$	205,862	$	289,678		$	5,380	$	478,753

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2016			2015
Operating activities
Net income	$	24,257		$	15,130
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		290			336
Net amortization of investments		4,095			4,024
Deferred income taxes		349			(36	)
Net realized gains on investments		(248	)		(59	)
Net realized losses on disposal of assets		1			—
Share-based compensation		231			359
Changes in operating assets and liabilities:
Premiums receivable, net		(11,821	)		(9,364	)
Accrued interest receivable		(804	)		(405	)
Deferred policy acquisition costs		190			(1,142	)
Amounts held by others		1,017			1
Other assets		(274	)		612
Reserves for loss and loss adjustment expenses		4,145			17,336
Unearned premiums		1,870			3,466
Reinsurance balances		(1,306	)		(470	)
Amounts held for others and policyholder deposits		1,727			(418	)
Accounts payable and other liabilities		6,615			2,975

Net cash provided by operating activities		30,334			32,345
Investing activities
Purchases of investments held-to-maturity		(39,852	)		(55,425	)
Purchases of investments available-for-sale		(65,963	)		(49,215	)
Purchases of short-term investments		(5,576	)		(4,440	)
Proceeds from maturities of investments held-to-maturity		57,603			19,828
Proceeds from sales and maturities of investments available-for-sale		34,448			21,666
Proceeds from sales and maturities of short-term investments		1,508			25,771
Purchases of property and equipment		(98	)		(276	)

Net cash used in investing activities		(17,930	)		(42,091	)
Financing activities
Proceeds from stock option exercises		454			557
Tax benefit from share-based payments		435			809
Dividends to shareholders		(3,484	)		(2,845	)

Net cash used in financing activities		(2,595	)		(1,479	)

Change in cash and cash equivalents		9,809			(11,225	)
Cash and cash equivalents at beginning of period		69,481			90,956

Cash and cash equivalents at end of period	$	79,290		$	79,731

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Basis of Presentation

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

The terms “AMERISAFE,” the “Company,” “we,” “us” or “our” refer to AMERISAFE, Inc. and its consolidated subsidiaries, as the context requires.

The Company provides workers’ compensation insurance for small to mid-sized employers engaged in hazardous industries, principally construction, trucking, manufacturing, agriculture and oil and gas. Assets and revenues of AIIC represent at least 95% of comparable consolidated amounts of the Company for each of 2016 and 2015.

In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, the results of operations and cash flows for the periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934 and therefore do not include all information and footnotes to be in conformity with accounting principles generally accepted in the United States (“GAAP”). The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the year. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015.

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 reporting period. Actual results could differ from those estimates.

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

Note 2. Stock Options and Restricted Stock

As of March 31, 2016, the Company has three equity incentive plans: the AMERISAFE 2005 Equity Incentive Plan (the “2005 Incentive Plan”), the AMERISAFE 2010 Non-Employee Director Restricted Stock Plan (the “2010 Restricted Stock Plan”) and the AMERISAFE 2012 Equity and Incentive Compensation Plan (the “2012 Incentive Plan”). The 2005 Incentive Plan expired on October 27, 2015. No grants will be made under the 2005 Incentive Plan after October 27, 2015 but all grants made on or prior to such date will continue in effect thereafter subject to the terms and conditions of the 2005 Incentive Plan. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for additional information regarding the Company’s incentive plans.

During the three months ended March 31, 2016, the Company granted 17,063 shares of restricted common stock to executive officers and a non-employee director. The market value of the restricted shares granted totaled $0.9 million. During the three months ended March 31, 2015, the Company granted 6,757 shares of restricted common stock to executive officers. The market value of the restricted shares granted totaled $0.3 million.

During the three months ended March 31, 2016, options to purchase 35,679 shares of common stock were exercised. During the three months ended March 31, 2015, options to purchase 74,250 shares of common stock were exercised. In connection with these exercises, the Company received $0.5 million and $0.6 million of stock option proceeds, respectively.

The Company recognized share-based compensation expense of $0.2 million in the three months ended March 31, 2016 and $0.4 million for the same period of 2015.

Note 3. Earnings Per Share

The Company computes earnings per share (“EPS”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. The Company has no participating unvested common shares which contain nonforfeitable rights to dividends and applies the treasury stock method in computing basic and diluted earnings per share.

Basic EPS is calculated by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. The diluted EPS calculation includes potential common shares assumed issued under the treasury stock method, which reflects the potential dilution that would occur if any outstanding options or warrants were exercised or restricted stock becomes vested, and includes the “if converted” method for participating securities if the effect is dilutive.


	Three Months Ended March 31,
	2016		2015
	(in thousands except share and per share data)
Basic EPS :
Net income available to common shareholders - basic	$	24,257	$	15,130

Basic weighted average common shares		19,057,941		18,847,792
Basic earnings per common share	$	1.27	$	0.80
Diluted EPS :
Net income available to common shareholders - diluted	$	24,257	$	15,130

Diluted weighted average common shares:
Weighted average common shares		19,057,941		18,847,792
Stock options and performance shares		105,848		199,687

Diluted weighted average common shares		19,163,789		19,047,479

Diluted earnings per common share	$	1.27	$	0.79

Note 4. Investments

The gross unrealized gains and losses on, and the amortized cost and fair value of, those investments classified as held-to-maturity at March 31, 2016 are summarized as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
States and political subdivisions	$	420,800	$	16,561	$	(22	)	$	437,339
Corporate bonds		168,542		815		(315	)		169,042
Commercial mortgage-backed securities		22,855		104		(11	)		22,948
U.S. agency-based mortgage-backed securities		12,332		1,266		(1	)		13,597
U.S. Treasury securities and obligations of U.S. government agencies		12,913		1,039		—			13,952
Asset-backed securities		2,190		194		(90	)		2,294

Totals	$	639,632	$	19,979	$	(439	)	$	659,172

The gross unrealized gains and losses on, and the cost or amortized cost and fair value of, those investments classified as available-for-sale at March 31, 2016 are summarized as follows:


	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Fixed maturity:
States and political subdivisions	$	165,016	$	7,752	$	(172	)	$	172,596
Corporate bonds		212,938		2,241		(723	)		214,456
U.S. agency-based mortgage-backed securities		13,009		3		(1130	)		11,882
U.S. Treasury securities and obligations of U.S. government agencies		17,401		233		—			17,634

Total fixed maturity		408,364		10,229		(2,025	)		416,568
Other investments		10,000		1,390		—			11,390
Equity securities		—		31		—			31

Totals	$	418,364	$	11,650	$	(2,025	)	$	427,989

The gross unrealized gains and losses on, and the amortized cost and fair value of, those investments classified as held-to-maturity at December 31, 2015 are summarized as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
States and political subdivisions	$	408,447	$	15,352	$	(45	)	$	423,754
Corporate bonds		171,224		159		(810	)		170,573
Commercial mortgage-backed securities		37,494		204		(15	)		37,683
U.S. agency-based mortgage-backed securities		13,223		1,249		(1	)		14,471
U.S. Treasury securities and obligations of U.S. government agencies		12,487		897		(4	)		13,380
Asset-backed securities		2,289		202		(76	)		2,415

Totals	$	645,164	$	18,063	$	(951	)	$	662,276

The gross unrealized gains and losses on, and the cost or amortized cost and fair value of, those investments classified as available-for-sale at December 31, 2015 are summarized as follows:


	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Fixed maturity:
States and political subdivisions	$	164,684	$	6,942	$	(207	)	$	171,419
Corporate bonds		202,537		253		(1,486	)		201,304
U.S. agency-based mortgage-backed securities		8,888		4		(1,593	)		7,299

Total fixed maturity		376,109		7,199		(3,286	)		380,022
Other investments		10,000		2,217		—			12,217
Equity securities		—		31		—			31

Totals	$	386,109	$	9,447	$	(3,286	)	$	392,270

A summary of the cost and fair value of investments in fixed maturity securities, classified as held-to-maturity at March 31, 2016, by contractual maturity, is as follows:


Maturity:	Amortized Cost		Fair Value
	(in thousands)
Within one year	$	98,055	$	98,946
After one year through five years		305,347		313,740
After five years through ten years		113,508		118,689
After ten years		85,345		88,958
U.S. agency-based mortgage-backed securities		12,332		13,597
Commercial mortgage-backed securities		22,855		22,948
Asset-backed securities		2,190		2,294

Totals	$	639,632	$	659,172

A summary of the cost and fair value of investments in fixed maturity securities, classified as available-for-sale at March 31, 2016, by contractual maturity, is as follows:


Maturity	Amortized Cost		Fair Value
	(in thousands)
Within one year	$	50,609	$	50,899
After one year through five years		203,059		205,540
After five years through ten years		40,481		41,455
After ten years		101,206		106,792
U.S. agency-based mortgage-backed securities		13,009		11,882

Totals	$	408,364	$	416,568

The following table summarizes the fair value and gross unrealized losses on securities, aggregated by major investment category and length of time that the individual securities have been in a continuous unrealized loss position:


	Less Than 12 Months				12 Months or Greater				Total
	Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses
	(in thousands)
March 31, 2016
Held-to-Maturity
Fixed maturity securities:
Corporate bonds	$	39,485	$	184	$	17,255	$	131	$	56,740	$	315
States and political subdivisions		11,130		22		—		—		11,130		22
U.S. agency-based mortgage-backed securities		—		—		33		1		33		1
Commercial mortgage-backed securities		3,083		11		—		—		3,083		11
Asset-backed securities		—		—		1,318		90		1,318		90

Total held-to-maturity securities		53,698		217		18,606		222		72,304		439

Available-for Sale
Fixed maturity securities:
Corporate bonds	$	43,457	$	688	$	3,197	$	35	$	46,654	$	723
States and political subdivisions		4,223		3		4,637		169		8,860		172
U.S. agency-based mortgage-backed securities		2,505		34		7,212		1,096		9,717		1,130

Total available-for-sale securities		50,185		725		15,046		1,300		65,231		2,025

Total	$	103,883	$	942	$	33,652	$	1,522	$	137,535	$	2,464


	Less Than 12 Months				12 Months or Greater				Total
	Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses
	(in thousands)
December 31, 2015
Held-to-Maturity
Fixed maturity securities:
Corporate bonds	$	128,436	$	687	$	18,139	$	123	$	146,575	$	810
States and political subdivisions		24,068		45		—		—		24,068		45
U.S. Treasury securities and obligations of U.S. government agencies		2,980		4		—		—		2,980		4
U.S. agency-based mortgage-backed securities		18		—		28		1		46		1
Commercial mortgage-backed securities		9,784		15		—		—		9,784		15
Asset-backed securities		—		—		1,389		76		1,389		76

Total held-to-maturity securities		165,286		751		19,556		200		184,842		951

Available-for Sale
Fixed maturity securities:
Corporate bonds	$	141,857	$	1.475	$	4,216	$	11	$	146,073	$	1,486
States and political subdivisions		6,560		9		4,439		198		10,999		207
U.S. agency-based mortgage-backed securities		434		37		6,794		1,556		7,228		1,593

Total available-for-sale securities		148,851		1,521		15,449		1,765		164,300		3,286

Total	$	314,137	$	2,272	$	35,005	$	1,965	$	349,142	$	4,237

At March 31, 2016, the Company held 85 individual fixed maturity securities that were in an unrealized loss position, of which 28 individual fixed maturity securities were in a continuous unrealized loss position for longer than 12 months.

The Company holds investments in a limited partnership hedge fund accounted for under the equity method. The carrying value of this investment is $11.4 million at March 31, 2016.

Investment income is recognized as it is earned. The discount or premium on fixed maturity securities is amortized using the “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.

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

•

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

•

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

•

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

•

any downgrades of the security by a rating agency;

•

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

•

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

•

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

We reviewed all securities with unrealized losses in accordance with the impairment policy described above. The Company determined that the unrealized losses in the fixed maturity securities portfolio related primarily to changes in market interest rates since the date of purchase, current conditions in the capital markets and the impact of those conditions on market liquidity and prices

generally, and the transfer of the investments from the available-for-sale classification to the held-to-maturity classification in January 2004. We expect to recover the carrying value of these securities as it is not more likely than not that we will be required to sell the securities before the recovery of the amortized cost basis.

During the three months ended March 31, 2016 and 2015, there were no impairment losses recognized for other-than-temporary declines in the fair value of our investments.

Net realized gains in the three months ended March 31, 2016 were $0.2 million resulting from the sale of fixed maturity securities classified as available-for-sale. Net realized gains in the three months ended March 31, 2015 were $0.1 million resulting from gains on called fixed maturity securities.

Note 5. Income Taxes

In accordance with FASB ASC Topic 740, “Income Taxes,” we provide for the recognition and measurement of deferred income tax benefits based on the likelihood of their realization in future years. As of March 31, 2016, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions recognized for the periods ended March 31, 2016 and 2015.

Tax years 2012 through 2015 are subject to examination by the federal and state taxing authorities.

Note 6. Comprehensive Income and Accumulated Other Comprehensive Income

Comprehensive income was $27.1 million for the three months ended March 31, 2016, compared to $15.9 million for the three months ended March 31, 2015. The difference between net income as reported and comprehensive income was due to changes in unrealized gains and losses, net of tax on available-for-sale securities.

Comprehensive income includes net income plus unrealized gains (losses) on our available-for-sale investment securities, net of tax. In reporting comprehensive income on a net basis in the statement of income, we used a 35 percent tax rate. The following table illustrates the changes in the balance of each component of accumulated other comprehensive income for each period presented in the interim financial statements.


	Three Months Ended March 31,
	2016			2015
	(in thousands)
Beginning balance	$	2,587		$	2,810
Other comprehensive income before reclassification		3,033			883
Amounts reclassified from accumulated other comprehensive income		(240	)		(65	)

Net current period other comprehensive income		2,793			818

Ending balance	$	5,380		$	3,628

The sale or other-than-temporary impairment of an available-for-sale security results in amounts being reclassified from accumulated other comprehensive income to current period net income. The effects of reclassifications out of accumulated other comprehensive income by the respective line items of net income are presented in the following table.


Component of Accumulated Other Comprehensive Income	Three Months Ended March 31,						Affected line item in the statement of income
	2016			2015
	(in thousands)
Unrealized gains on available-for-sale securities	$	369		$	100		Net realized gains on investments

		369			100		Income before income taxes
		(129	)		(35	)	Income tax expense

	$	240		$	65		Net income

Note 7. Fair Value Measurements

The Company carries available-for-sale securities at fair value in our consolidated financial statements and determines fair value measurements and disclosure in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures.

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

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

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

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

•

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

•

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

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

•

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

•

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

•

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

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

The fair values of the Company’s investments are based upon prices provided by an independent pricing service. The Company has reviewed these prices for reasonableness and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2016.

At March 31, 2016, assets and liabilities measured at fair value on a recurring basis are summarized below:


	March 31, 2016
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Financial instruments carried at fair value, classified as a part of:
Other investments	$	—	$	—	$	11,390	$	11,390
Securities available for sale—equity:
Domestic common stock		31		—		—		31
Securities available for sale—fixed maturity:
States and political subdivisions		—		172,596		—		172,596
Corporate bonds		—		214,456		—		214,456
U.S. agency-based mortgage-backed securities		—		11,882		—		11,882
U.S. Treasury securities		17,634		—		—		17,634

Total securities available for sale—fixed maturity		17,634		398,934		—		416,568

Total available for sale	$	17,665	$	398,934	$	11,390	$	427,989

At March 31, 2016, assets and liabilities measured at amortized cost are summarized below:


	March 31, 2016
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Securities held-to-maturity—fixed maturity
States and political subdivisions	$	—	$	437,339	$	—	$	437,339
Corporate bonds		—		169,042		—		169,042
Commercial mortgage-backed securities		—		22,948		—		22,948
U.S. agency-based mortgage-backed securities		—		13,597		—		13,597
U.S. Treasury securities		8,053		—		—		8,053
Obligations of U.S. government agencies		—		5,899		—		5,899
Asset-backed securities		—		2,294		—		2,294

Total held-to-maturity	$	8,053	$	651,119	$	—	$	659,172

At December 31, 2015, assets and liabilities measured at fair value on a recurring basis are summarized below:


	December 31, 2015
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Financial instruments carried at fair value, classified as part of:
Other investments	$	—	$	—	$	12,217	$	12,217
Securities available for sale—equity:
Domestic common stock		31		—		—		31
Securities available for sale—fixed maturity:
States and political subdivisions		—		171,419		—		171,419
U.S. agency-based mortgage-backed securities		—		7,299		—		7,299
Corporate bonds		—		201,304		—		201,304

Total available for sale—fixed maturity	$	—	$	380,022	$	—	$	380,022

Total available for sale	$	31	$	380,022	$	12,217	$	392,270

At December 31, 2015, assets and liabilities measured at amortized cost are summarized below:


	December 31, 2015
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Securities held-to-maturity—fixed maturity:
States and political subdivisions	$	—	$	423,754	$	—	$	423,754
Corporate bonds		—		170,573		—		170,573
Commercial mortgage-backed securities		—		37,683		—		37,683
U.S. agency-based mortgage-backed securities		—		14,471		—		14,471
U.S. Treasury securities		7,599		—		—		7,599
Obligations of U.S. government agencies		—		5,781		—		5,781
Asset-backed securities		—		2,415		—		2,415

Total held-to-maturity	$	7,599	$	654,677	$	—	$	662,276

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

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

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

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

Other Investments —Other investments consist of a limited partnership (“LP”) interest that is accounted for under the equity method valued using the net asset value provided by the general partner of the LP, which approximates the fair value of the interest. The LP’s objective is to generate absolute returns by investing long and short in publicly-traded global securities. Redemptions are allowed monthly following a 60 day notice with no lock up periods. The Company has no unfunded commitments related to the LP. This investment is characterized as a Level 3 asset in the fair value hierarchy.

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


	As of March 31, 2016				As of December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Fixed maturity securities—held-to-maturity	$	639,632	$	659,172	$	645,164	$	662,276
Fixed maturity securities—available-for-sale		416,568		416,568		380,022		380,022
Equity securities		31		31		31		31
Cash and cash equivalents		79,290		79,290		69,481		69,481
Short-term investments		11,713		11,713		7,718		7,718
Other investments		11,390		11,390		12,217		12,217

The following table presents summary information regarding changes in the fair value of assets measured at fair value using Level 3 input.


	Three Months Ended			Twelve Months Ended
	March 31, 2016			December 31, 2015
	(in thousands)
Beginning balance	$	12,217		$	11,748
Total unrealized gains (losses)		(827	)		469

Ending balance	$	11,390		$	12,217

Note 8. Treasury Stock

The Company’s Board of Directors initiated a share repurchase program in February 2010. In October 2015, the Board reauthorized this program with a limit of $25.0 million. Unless reauthorized, the program will expire on December 31, 2016. Since the beginning of this plan, the Company has repurchased a total of 1,258,250 shares for $22.4 million, or an average price of $17.78, including commissions.

Note 9. Commitments and Contingencies

In February 2015, the Company was notified of an adverse verdict against its subsidiary, American Interstate Insurance Company, related to a 2009 workers’ compensation claim in the State of Iowa. The verdict was for $25.3 million, of which $0.3 million was for actual damages and $25.0 million was awarded for punitive damages. American Interstate is appealing both the verdict and the damage awards. The Company has posted an appeal bond in the amount of $27.8 million, as required by law. The Company maintains reinsurance against catastrophic losses, including court ordered judgments. As of March 31, 2016, the Company’s total reserve for the claim was $2.5 million. The $2.5 million reserve does not include payments that the Company has previously paid in this case. The payments, plus the $2.5 million reserve, total $5.4 million. The Company’s retention is $5.0 million before its reinsurance providers are obligated to reimburse the Company for additional costs. The Company presently believes that the reserve amount, together with its reinsurance coverage, is adequate to satisfy this claim.

Note 10. Subsequent Events

On April 26, 2016, the Company’s Board of Directors declared a quarterly cash dividend of $0.18 per share payable on June 24, 2016 to shareholders of record as of June 10, 2016. The Board intends to consider the payment of a regular cash dividend each calendar quarter.

Item 2.

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

The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included in Item 1of Part I of this Quarterly Report on Form 10-Q, together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2015.

We begin our discussion with an overview of our Company to give you an understanding of our business and the markets we serve. We then discuss our critical accounting policies. This is followed with a discussion of our results of operations for the three months ended March 31, 2016 and 2015. This discussion includes an analysis of certain significant period-to-period variances in our consolidated statements of operations. Our cash flows and financial condition are discussed under the caption “Liquidity and Capital Resources.”

Business Overview

AMERISAFE is a holding company that markets and underwrites workers’ compensation insurance through its insurance subsidiaries. Workers’ compensation insurance covers statutorily prescribed benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. Our business strategy is focused on providing this coverage to small to mid-sized employers engaged in hazardous industries, principally construction, trucking, manufacturing, agriculture and oil and gas. Employers engaged in hazardous industries pay substantially higher than average rates for workers’ compensation insurance compared to employers in other industries, as measured per payroll dollar. The higher premium rates are due to the nature of the work performed and the inherent workplace danger of our target employers. Hazardous industry employers also tend to have less frequent but more severe claims as compared to employers in other industries due to the nature of their businesses. We 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 that cause underwriting, safety or fraud concerns. We believe that the higher premiums typically paid by our policyholders, together with our disciplined underwriting and safety, claims and audit services, provide us with the opportunity to earn attractive returns for our shareholders.

We actively market our insurance in 27 states through independent agencies, as well as through our wholly owned insurance agency subsidiary. We are also licensed in an additional 20 states, the District of Columbia and the U.S. Virgin Islands.

Critical Accounting Policies

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

Management believes that the most critical accounting policies relate to the reporting of reserves for loss and loss adjustment expenses, including losses that have occurred but have not been reported prior to the reporting date, amounts recoverable from reinsurers, premiums receivable, assessments, deferred policy acquisition costs, deferred income taxes, the impairment of investment securities and share-based compensation. These critical accounting policies are more fully described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2015.

Results of Operations

The following table summarizes our consolidated financial results for the three months ended March 31, 2016 and 2015.


	Three Months Ended March 31,
	2016			2015
	(dollars in thousands, except per share data) (unaudited)
Gross premiums written	$	100,382		$	100,789
Net premiums earned		95,961			94,787
Net investment income		6,044			6,833
Total revenues		102,335			101,788
Total expenses		67,940			80,591
Net income		24,257			15,130
Diluted earnings per common share	$	1.27		$	0.79
Other Key Measures
Net combined ratio (1)		70.8	%		85.0	%
Return on average equity (2)		20.8	%		13.3	%
Book value per share (3)	$	24.96		$	24.32

(1)	The net combined ratio is calculated by dividing the sum of loss and loss adjustment expenses incurred, underwriting and certain other operating costs, commissions, salaries and benefits, and policyholder dividends by net premiums earned in the current period.

(2)	Return on average equity is calculated by dividing the annualized net income by the average shareholders’ equity for the applicable period.

(3)	Book value per share is calculated by dividing shareholders’ equity by total outstanding shares, as of the end of the period.

Consolidated Results of Operations for Three Months Ended March 31, 2016 Compared to March 31, 2015

Gross Premiums Written . Gross premiums written for the quarter ended March 31, 2016 were $100.4 million, compared to $100.8 million for the same period in 2015, a decrease of 0.4%. The decrease was attributable to a $3.0 million decrease in annual premiums on voluntary policies written during the period. These decreases were partially offset by a $2.2 million increase in premiums resulting from payroll audits and related premium adjustments for policies written in previous quarters and a $0.1 million increase in assumed premium from mandatory pooling arrangements. The effective loss cost multiplier, or LCM, for our voluntary business was 1.76 for the quarter ended March 31, 2016 compared to 1.83 for the same period in 2015.

Net Premiums Written . Net premiums written for the quarter ended March 31, 2016 were $97.8 million, compared to $98.3 million for the same period in 2015, a decrease of 0.4%. The decrease was primarily attributable to the decrease in gross premiums written. As a percentage of gross premiums earned, ceded premiums were 2.6% for the first quarter of 2016 and 2015. For additional information, see Item 1, “Business—Reinsurance” in our Annual Report on Form 10-K for the year ended December 31, 2015.

Net Premiums Earned . Net premiums earned for the first quarter of 2016 were $96.0 million, compared to $94.8 million for the same period in 2015, an increase of 1.2%. The increase was attributable to the increase in premiums resulting from payroll audits and related premium adjustments for policies written during previous quarters.

Net Investment Income . Net investment income for the quarter ended March 31, 2016 was $6.0 million, compared to $6.8 million for the same period in 2015, a decrease of 11.5%. The decrease of $0.8 million was attributable to the decline in value of a hedge fund investment where the change in value is recorded in investment income each quarter. Average invested assets, including cash and cash equivalents increased 0.3% to $1.1 billion in the quarter ended March 31, 2016. The pre-tax investment yield on our investment portfolio was 2.1% per annum during the quarter ended March 31, 2016 compared to 2.4% per annum during the same period in 2015. The tax-equivalent yield on our investment portfolio was 3.4% per annum for the quarter ended March 31, 2016 compared to 3.5% per annum for the same period in 2015. The tax-equivalent yield is calculated using the effective interest rate and a 35% marginal tax rate.

Net Realized Gains on Investments . Net realized gains on investments for the three months ended March 31, 2016 and 2015 totaled $0.2 million and $0.1 million, respectively. Net realized gains in the first quarter of 2016 were attributable to the sale of fixed maturity securities classified as available-for-sale. Net realized gains in the first quarter of 2015 were attributable to called fixed maturity securities.

Loss and Loss Adjustment Expenses Incurred . Loss and loss adjustment expenses (“LAE”) incurred totaled $46.7 million for the three months ended March 31, 2016, compared to $60.0 million for the same period in 2015, a decrease of $13.3 million, or 22.1%. The current accident year losses and LAE incurred were $65.2 million, or 67.9% of net premiums earned, compared to $66.2 million, or 69.8% of net premiums earned, for the same period in 2015. We recorded favorable prior accident year development of $18.4 million in the first quarter of 2016, compared to favorable prior accident year development of $6.1 million in the same period of 2015, as further discussed below in “Prior Year Development.” Our net loss ratio was 48.7% in the first quarter of 2016, compared to 63.3% for the same period of 2015.

Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits . Underwriting and certain other operating costs, commissions and salaries and benefits for the quarter ended March 31, 2016 were $20.1 million, compared to $20.4 million for the same period in 2015, a decrease of 1.2%. This decrease was primarily due to a $0.5 million decrease in premium taxes and a $0.4 million decrease in compensation expense. Offsetting these decreases was a $0.3 million increase in insurance related assessments and a $0.3 million increase in accounts receivable write-offs. Our expense ratio was 21.0% in the first quarter of 2016 compared to 21.5% in the first quarter of 2015.

Income Tax Expense. Income tax expense for the three months ended March 31, 2016 was $10.1 million, compared to $6.1 million for the same period in 2015. The increase was attributable to an increase in the pre-tax income to $34.4 million in the quarter ended March 31, 2016 from $21.2 million in the same period in 2015. The effective tax rate increased to 29.5% in the quarter ended March 31, 2016 from 28.6% in the same period in 2015. The increase in the effective tax rate resulted from a higher proportion of underwriting income to tax-exempt income relative to the first quarter of 2015.

Liquidity and Capital Resources

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

Net cash provided by operating activities was $30.3 million for the three months ended March 31, 2016, which represented a $2.0 million decrease from $32.3 million in net cash provided by operating activities for the three months ended March 31, 2015. This decrease in operating cash flow was attributable to a $4.1 million decrease in premium collections, a $1.4 million increase in federal taxes paid and a $1.1 million decrease in investment income. Offsetting these decreases were a $3.6 million decrease in underwriting expenses paid, a $1.0 million decrease in amounts held by others and a $0.2 million increase in paid losses payable.

Net cash used in investing activities was $17.9 million for the three months ended March 31, 2016, compared to net cash used in investing activities of $42.1 million for the same period in 2015. Cash provided by sales and maturities of investments totaled $93.6 million for the three months ended March 31, 2016, compared to $67.3 million for the same period in 2015. A total of $111.4 million in cash was used to purchase investments in the three months ended March 31, 2016, compared to $109.1 million in purchases for the same period in 2015.

Net cash used in financing activities in the three months ended March 31, 2016 was $2.6 million compared to net cash used in financing activities of $1.5 million for the same period in 2015. In the three months ended March 31, 2016, $3.5 million of cash was used for dividends paid to shareholders compared to $2.8 million in the same period of 2015. Offsetting the payment of dividends were proceeds of $0.5 million and $0.6 million from stock option exercises in the three months ended March 31, 2016 and 2015, respectively. During the three months ended March 31, 2016, the tax benefit from share based compensation was $0.4 million compared to $0.8 million for the same period in 2015.

Investment Portfolio

Our investment portfolio, including cash and cash equivalents, totaled $1.2 billion on March 31, 2016 compared to $1.1 billion at December 31, 2015. Effective April 1, 2010, purchases of fixed maturity securities are classified as available-for-sale or held-to-maturity based on the individual security. Such classification is made at the time of purchase. The reported value of our fixed maturity securities classified as held-to-maturity, as defined by FASB ASC Topic 320, Investments-Debt and Equity Securities , was equal to their amortized cost, and thus was not impacted by changing interest rates. Our equity securities and fixed maturity securities classified as available-for-sale were reported at fair value.

The composition of our investment portfolio, including cash and cash equivalents, as of March 31, 2016, is shown in the following table:


	Carrying Value		Percentage of Portfolio
	(in thousands)
Fixed maturity securities—held-to-maturity:
States and political subdivisions	$	420,800		36.3	%
U.S. agency-based mortgage-backed securities		12,332		1.1	%
Commercial mortgage-backed securities		22,855		2.0	%
U.S. Treasury securities and obligations of U.S. government agencies		12,913		1.1	%
Corporate bonds		168,542		14.5	%
Asset-backed securities		2,190		0.2	%

Total fixed maturity securities—held-to-maturity		639,632		55.2	%

Fixed maturity securities—available-for-sale:
States and political subdivisions		172,596		14.9	%
U.S. agency-based mortgage-backed securities		11,882		1.1	%
U.S. Treasury securities and obligations of U.S. government agencies		17,634		1.5	%
Corporate bonds		214,456		18.5	%

Total fixed maturity securities—available-for-sale		416,568		36.0	%

Equity securities		31		0.0	%
Short-term investments		11,713		1.0	%
Cash and cash equivalents		79,290		6.8	%
Other investments		11,390		1.0	%

Total investments, including cash and cash equivalents	$	1,158,624		100.0	%

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

During the three months ended March 31, 2016 and 2015, there were no impairment losses recognized for other-than-temporary declines in the fair value of our investments.

Prior Year Development

The Company recorded favorable prior accident year development of $18.4 million in the three months ended March 31, 2016. The table below sets forth the favorable development for the three months ended March 31, 2016 and 2015 for accident years 2011 through 2015 and, collectively, for all accident years prior to 2011.


	Three Months Ended March 31, 2016		Three Months Ended March 31, 2015
Accident Year
2015	$	—	$	—
2014		3.9		—
2013		5.2		—
2012		5.7		4.7
2011		1.3		1.1
Prior to 2011		2.3		0.3

Total net development	$	18.4	$	6.1

The table below sets forth the number of open claims as of March 31, 2016 and 2015, and the number of claims reported and closed during the three months then ended.


	Three Months Ended March 31,
	2016			2015
Open claims at beginning of period		5,300			5,515
Claims reported		1,271			1,251
Claims closed		(1,420	)		(1,429	)

Open claims at end of period		5,151			5,337

The number of open claims at March 31, 2016 decreased by 186 claims as compared to the number of open claims at March 31, 2015. We believe the favorable loss development in 2016 and 2015 resulted primarily from an intensive claims management focus with the company actively seeking to settle claims, leading to favorable development.

Our reserves for loss and loss adjustment expenses are inherently uncertain and our focus on providing workers’ compensation insurance to employers engaged in hazardous industries results in our receiving relatively fewer but more severe claims than many other workers’ compensation insurance companies. As a result of this focus on higher severity, lower frequency business, our reserve for loss and loss adjustment expenses may have greater volatility than other workers’ compensation insurance companies. For additional information, see Item 1, “Business—Loss Reserves” in our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

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

Since December 31, 2015, there have been no material changes in the quantitative or qualitative aspect of our market risk profile. For additional information regarding the Company’s exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4.

Controls and Procedures.

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

Because of its inherent limitations, management does not expect that our disclosure controls and procedures and our internal controls over financial reporting will prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate. Any control system, no matter how well designed and operated, is based upon certain assumptions and can only provide reasonable, not absolute assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur or that all control issues and instances of fraud, if any within the Company, have been detected.

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

PART II—OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The Board of Directors initially authorized the Company’s share repurchase program in February 2010. In October 2015, the Board reauthorized this program. As of March 31, 2016, we had repurchased a total of 1,258,250 shares of our outstanding common stock for $22.4 million. There were no shares purchased during the three months ended March 31, 2016 and 2015. We intend to purchase shares of our common stock from time to time depending upon market conditions and subject to applicable regulatory considerations. It is anticipated that future purchases will be funded from available capital. At March 31, 2016, the dollar value of shares that may yet be purchased under the program is $25.0 million.

Item 6.

Exhibits.


Exhibit No.		Description

10.1		Employment Agreement effective as of March 1, 2016 by and between the Company and Kathryn H. Shirley

31.1		Certification of G. Janelle Frost filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Neal A. Fuller filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of G. Janelle Frost and Neal A. Fuller filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

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


						AMERISAFE, INC.

April 29, 2016						/ S / G. Janelle Frost
						G. Janelle Frost
						President and Chief Executive Officer
						(Principal Executive Officer)

April 29, 2016						/ S / Neal A. Fuller
						Neal A. Fuller
						Executive Vice President and Chief Financial Officer
						(Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Description

10.1		Employment Agreement effective as of March 1, 2016 by and between the Company and Kathryn H. Shirley

31.1		Certification of G. Janelle Frost filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Neal A. Fuller filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of G. Janelle Frost and Neal A. Fuller filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 10.1

EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

This Executive Officer Employment Agreement (this “Agreement”) is being entered into as of February 23, 2016 but effective as of March 1, 2016 (the “Effective Date”) by and between AMERISAFE, Inc., a Texas corporation with its principal place of business in DeRidder, Louisiana (the “Company”) and Kathryn H. Shirley, a competent individual of the lawful age of majority who will principally render her services in DeRidder, Louisiana (the “Employee”).

WITNESSETH:

WHEREAS, Employee desires to induce the Company to continue to employ her and Employee desires to continue to engage in an employment relationship with the Company and the Company desires to induce Employee to continue her employment with the Company and the Company desires to continue an employment relationship with Employee under the specific terms and conditions as set forth below;

NOW, THEREFORE, in exchange for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and in exchange for the mutual covenants and obligations contained in this Agreement, the Company and Employee hereby covenant and agree as follows:

1.	Employment .

(a)

The Company hereby agrees to employ Employee, and Employee hereby accepts such employment with the Company, for the period set forth in Section 2 hereof, subject to the terms and conditions hereinafter set forth.

(b)

Employee affirms and represents that she is under no obligation to any former employer or other person or entity which is in any way inconsistent with, or which imposes any restriction upon, Employee’s employment hereunder with the Company, the employment of Employee by the Company, or Employee’s undertakings under this Agreement.

Term of Employment . Unless earlier terminated as provided in this Agreement, the term of Employee’s employment under this Agreement shall be for a period beginning on the Effective Date and ending on March 1, 2017; provided, however, that this Agreement shall automatically renew for successive one year periods, unless either party shall notify the other in writing not less than thirty (30) days prior to the third anniversary date or any successive anniversary date that such party does not intent to renew this Agreement. Such period, plus any annual renewal periods, or, if Employee’s employment hereunder is earlier terminated as provided herein and including termination pursuant to Section 9, or such shorter period, is sometimes referred to herein as the “Employment Term”.

Duties . Employee shall be employed by the Company as a senior executive officer of the Company and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Company and shall also perform and discharge such other employment duties and

responsibilities as the Board of Directors shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with the Company. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 2301 Highway 190 West, DeRidder, Louisiana, with such travel to such other locations from time to time as the Board of Directors or the Chief Executive Officer of the Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic, and community activities. Employee shall render Employee’s business services exclusively to the Company and its subsidiaries and affiliate entities during the Employment Term and shall use her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally, and responsibly perform her duties and shall discharge her employment utilizing her best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of the Company.

4.	General Compliance, Code of Ethics and Conflicts of Interest .

(a)

Employee shall comply with all applicable laws and regulations (federal, state and local) and shall comply with all applicable directives, orders, and regulations of any governmental agency or regulatory body including federal, state, and local agencies and bodies. Employee shall also comply with all policies and procedures of the Company and directives of the Board of Directors. Employee understands, acknowledges and agrees that she holds a position of trust and that fiduciary duties and responsibilities may apply under applicable law and that these duties and responsibilities may be continuing in nature, even after separation from employment. Employee agrees to fully and faithfully perform and discharge all such duties, responsibilities, and obligations.

(b)

Employee has an obligation to act in an ethical manner in dealings with the Company, with co-employees, with customers and any third party. In this regard, Employee is required to be honest, forthright and to not take any action or make statements or engage in any conduct which is unethical, improper or which could create the appearance of impropriety. In addition, Employee shall not engage in any conduct, take any actions or make statements which negatively reflect upon Company or in any way harm or potentially cause harm to the Company’s image, reputation or good will.

(c)

Employee must also ensure that she does not engage in any conflict of interest. In this regard, Employee shall not engage in any activity or conduct which is contrary to the exclusive interests of or in conflict with the exclusive interests of the Company. All business opportunities presented to Employee during the course

and scope of her employment or while employed with the Company are to be used for the benefit of the Company only. Further, Employee shall not take any position contrary to the Company’s interests or inconsistent with Employee’s employment with the Company.

EEO Compliance . Employee shall not engage in any conduct which constitutes or which may be considered an unlawful employment practice or which violates or could violate any employment practices, equal employment opportunity, discrimination, or retaliation laws or regulations (federal, state, or local). Employee acknowledges that the Company is an Equal Opportunity Employer and prohibits all forms of unlawful discrimination in the terms and condition of employment, it prohibits all forms of harassment, including sexual harassment, and it prohibits retaliation against any employee who engages in protected activity.

6.	Salary and Bonus .

(a)

Salary . As compensation for the services to be performed by the Employee hereunder during the Employment Term, the Company shall pay the Employee a base salary at the annual rate of not less than Two Hundred Ten Thousand and No/100s Dollars ($210,000) (said amount, together with any increases thereto as may be determined from time to time by the Compensation Committee of the Board of Directors of the Company (the “Committee”) in its sole discretion, being hereinafter referred to as “Salary”). Any Salary payable hereunder shall be paid in regular intervals in accordance with the Company’s established and regular payroll practices from time to time in effect, but in no event less than monthly.

(b)

Bonus . Employee shall be eligible to receive bonus compensation from Company for each fiscal year (or portion thereof) occurring during the Employment Term in amounts, if any, as may be determined by the Committee in its sole discretion, which may include performance-based criteria or annual incentive plans to be established from time to time by such Committee in its sole discretion, provided that any such Bonus so awarded shall be paid in the calendar year following the year in which the services for which such Bonus is awarded were performed.

(c)

Long-Term Incentive Awards . Employee will be eligible to receive long-term incentive awards for each fiscal year occurring during the Employment Term, in amounts and subject to the terms and conditions, which may include performance-based criteria, as determined by the Committee in its sole discretion.

(d)

Withholding and Taxes . The payment of any Salary, Bonus, long-term incentive awards and the payment of any separation pay pursuant to this Agreement, shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required under the Company’s employee benefit plans.

7.	Other Benefits .

During the Employment Term, Employee shall:

(a)

be eligible to participate in all employee fringe benefits and pension, retirement or profit sharing plans that may be provided by the Company for its other senior executive officers in accordance with the provision of any such plans, as the same may be in effect from time to time;

(b)

be eligible to participate in all medical and health plans or other employee welfare benefit plans that may be provided by the company for its other senior executive officers in accordance with the provisions of any such plans, as the same be in effect from time to time;

(c)

be entitled to at least 23 vacation/personal days in each calendar year; Employee shall also be entitled to all paid holidays given by the Company to its other senior executive officers;

(d)

be entitled to sick pay and disability benefits in accordance with any Company policy that may be applicable to other senior executive officers from time to time;

(e)

be entitled to a car allowance consistent with established Company practices as of the date hereof and which may be in effect from time to time;

(f)

be entitled to accrue earned and unused vacation time and carry such unused time forward from year to year during the Employment Term, provided the amount of accrued and unused time shall not exceed 200 hours at any time during the term hereof; and

(g)

be entitled to reimbursement for all reasonable and authorized out-of-pocket business expenses incurred by Employee in the performance of Employee’s duties hereunder in accordance with Company policies and practices that may be applicable to senior executive officers from time to time, provided that such business expenses shall be reimbursed, if at all, not later than the year following that in which such expenses are incurred, and that the amount of expenses eligible for reimbursement during one taxable year may not affect the amount of expenses eligible for reimbursement in another taxable year.

8.	Confidential Information . Employee hereby covenants, agrees and acknowledges as follows:

(a)

Employee has and will have access to and will participate in the development of or be acquainted with confidential and proprietary information and trade secrets that directly or indirectly relate to the business, prospects, operations and other aspects of the Company and any other present or future subsidiaries and affiliates of the Company (collectively with the Company, the “Companies”), including but not limited to (1) customer lists; the identity, lists or descriptions of new or

prospective customers; financial statements; cost reports or other financial information; contract proposals or bidding information, business plans; training and operations methods and manuals; personnel records; software programs; reports and correspondence; and management systems, policies or procedures, including related forms and manuals; (2) information pertaining to future developments such as future marketing or acquisition plans or ideas; and (3) all other tangible and intangible property, which are used in the business and operations of the Companies but not made public. The information and trade secrets relating to the business of the Companies described hereinabove in this paragraph 8(a) are hereinafter referred to collectively as the “Confidential Information”, provided that the term “Confidential Information” shall not include any information (x) that is or becomes publicly available (other than as a result of violation of this Agreement by the Employee), or (y) that Employee receives or received on a non-confidential basis from a source (other than the Companies or any of their representatives) that is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation (provided, however that the Employee shall not be deemed to be in violation of this clause 8(a)(y) unless she has actual knowledge of any such obligation on the party of any such source). “Confidential Information” also includes, but is in no way limited to: financial information, budgets, general plans, business plans, data, trade secrets, computer software, technical information, research and development, product and service information, processes, insured lists, insured information, renewal and expiration dates, pricing and underwriting information, processes, procedures and standards, sales information, marketing information, bid information, job or project information, contracts, purchasing information, data processing, formulas, designs, drafts, drawings, systems, specifications, means, techniques, compilations, intellectual property, inventions, developments and improvements, operational methods, protocols, business strategies, market information, vendor or supplier information, personnel matters and records and matters that are sensitive, business, proprietary and confidential information. “Confidential Information” also includes, but is in no way limited to, any other proprietary, confidential or business information or documentation which is protected by or which is otherwise defined as trade secrets under any federal or state trade secret laws including, but in no way limited to, Louisiana’s Uniform Trade Secrets Act (La.R.S. 51:1431, et seq.) or other applicable law.

(b)

Employee agrees that she will not use, disclose, communicate, disseminate or otherwise make known, directly or indirectly, any Confidential Information to any person or entity not employed by or directly affiliated with the Company. Additionally, Employee agrees that she will not use any Confidential Information for the benefit of herself or for the benefit of any other person or entity that is not employed by or affiliated with the Company or in any way that may be directly or indirectly competitive with or detrimental to the interests of the Company.

(c)

In the event that Employee receives an order or subpoena from a court of competent jurisdiction and venue or an order or subpoena from a governmental agency with jurisdiction and authority, Employee shall, within forty-eight (48)

hours of receipt of such order or subpoena, immediately notify, by telephone communication and in writing, the Company’s Chief Executive Officer and Employee shall provide the Company’s Chief Executive Officer with a copy of any such order or subpoena and Employee shall notify Company’s Chief Executive Officer of whether or not she intends to comply with the order or subpoena and Employee shall cooperate with the Company in any action it takes in order to protect its rights or to contest or dispute the disclosure of Confidential Information pursuant to such order or subpoena.

(d)

Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 8 would be inadequate and, therefore, agrees that the Company shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company from pursuing any other rights and remedies available for any such breach or threatened breach.

(e)

Employee agrees that upon termination or separation of Employee’s employment with the Company for any reason, Employee shall immediately return to the Company all Confidential Information in Employee’s possession in whatever form maintained (including, without limitation, computer disks and other electronic and digital media).

(f)

The obligations of the Employee under this Section 8 shall, except as otherwise provided herein, survive the termination of the Employment Term or the termination or separation of Employee’s employment with the Company to the maximum period allowed by applicable law.

9.	Termination .

(a)

Employee’s employment hereunder shall be terminated upon the occurrence of any of the following:

(i)

death of the Employee (Death);

(ii)

Employee’s inability to perform her duties or the essential functions of her job, with or without accommodation, on account of disability or incapacity for a period of one hundred eighty (180) or more days, whether or not consecutive, within any period of twelve (12) consecutive months (Disability);

(iii)

Company Termination for Cause (as defined herein);

(iv)

Company Termination Without Cause (as defined herein);

(v)

Employee Termination for Good Cause (as defined herein); or

(vi)

Employee Termination Without Good Cause (as defined herein).

(b)

As used in this Agreement, “Company Termination for Cause” shall mean a termination of Employee’s employment by action of the Board of Directors or the Chief Executive Officer (or their or his/her designee) at any time, including during the Employment Term, based on any one or more of the following:

(i)

Employee’s conviction, guilty plea or plea of nolo contendere to any felony, or to any crime of moral turpitude;

(ii)

the willful misconduct of Employee, or the willful or continued failure by Employee (except as a result of Disability or illness) to substantially perform her duties to the Company, in either case which has a material adverse effect on Company; or

(iii)

the willful fraud or material dishonesty of Employee in connection with her performance of duties to the Company;

provided , however , that no Company Termination for Cause shall be deemed to have occurred unless Employee is first given the opportunity to cure any acts or omissions giving rise to a Company Termination for Cause (other than those acts or omissions set forth in subsection 9(b)(i)) within 30 days of Employee’s receipt of notice of such acts or omissions.

(c)

For purposes of this Agreement, “Company Termination Without Cause” shall mean a termination of Employee’s employment by the Company or the Company’s nonrenewal of this Agreement for any reason or on any grounds other than a “Company Termination for Cause.”

(d)

For purposes of this Agreement, “Employee Termination Without Good Cause” shall mean a termination or resignation of employment by Employee or Employee’s nonrenewal of this Agreement for any reason or for any grounds other than an “Employee Termination for Good Cause.”

(e)

For purposes of this Agreement, “Employee Termination for Good Cause” shall mean Employee’s termination of or resignation from Employment or Employee’s nonrenewal of this Agreement for any one or more of the following reasons:

(i)

a material diminution in Employee’s authority, duties or responsibilities;

(ii)

a material reduction in Employee’s Salary;

(iii)

a material reduction in the Employee’s ability to earn an annual Bonus that results in a material reduction in the total annual compensation Employee may earn;

(iv)

a termination of Employee’s participation in employee benefits provided or existing as of the Effective Date unless such termination of employee benefits is applicable to all senior executive officers of the Company or unless termination is required or directed under the terms and conditions of any applicable benefit plans, summary plan descriptions, insurance policies or applicable law;

(v)

the relocation of Employee’s principal place of employment to a location more than 35 miles from Employee’s principal place of business; or

(vi)

a material breach by the Company of this Agreement or any other agreement governing Employee’s employment by the Company;

provided , however , that Employee may not terminate or separate employment for purposes of Employee Termination for Good Cause unless (i) within 60 days after the date on which Employee obtains actual knowledge of the condition or event giving rise to Employee Termination for Good Cause, Employee gives notice to the Company that Employee does not wish to remain in the employ of the Company as a result of such condition or event, (ii) the Company does not cure such condition or event within 30 days after receiving the notice described in the preceding clause (i), and (iii) Employee terminates employment within 180 days after the date on which Employee obtains actual knowledge of the existence of such condition or event. Any failure by Employee to terminate employment within such 180 day period after the initial existence of any condition or event giving rise to Employee Termination for Good Cause shall constitute a waiver by Employee of the Employee’s right to claim an Employee Termination for Good Cause as a result of such condition or event.

(f)

In the event that Employee’s employment is terminated at any time by a Company Termination Without Cause or an Employee Termination for Good Cause, for a twelve month period following the effective date of such termination, the Company shall pay monthly (as severance, termination pay, separation pay, contract payout, compensation, or liquidated damages) (i) the monthly Salary that would have otherwise been payable to the Employee during such period, and (ii) an amount equal to one-twelfth of the average of the three Bonuses (other than any Bonuses granted to Employee under any plan or program that provides incentive compensation based on a performance period of more than one year, including any Long-Term Incentive Award granted under the AMERISAFE, Inc. 2012 Equity and Incentive Compensation Plan or any successor plan) most recently awarded under 6(b) and under predecessor agreements (or, if less than three, the average of all Bonuses awarded under 6(b) and under predecessor agreements). Each such monthly payment shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and will be paid during such period in accordance with the Company’s then existing payroll practices, methods, or pay periods. In addition, in the event that Employee’s employment is terminated at any time by a Company Termination Without Cause or an Employee Termination for Good Cause, the

Company will pay or reimburse Employee for a twelve month period following such termination the actual cost of COBRA continuing health coverage premiums, to the extent COBRA is applicable and Employee elects COBRA continuing health coverage. In this regard, if Employee is eligible for COBRA continuing health benefits and if Employee timely elects COBRA continuing health care coverage, the Company will pay and/or reimburse up to a maximum of twelve months of COBRA continuing health care coverage premiums provided that such COBRA premiums shall be reimbursed, if at all, not later than the year following that in which such premiums are incurred, and that the amount of premiums eligible for reimbursement during one taxable year may not affect the amount of premiums eligible for reimbursement in another taxable year. It shall be at Company’s option and discretion to either pay the COBRA premiums directly or to reimburse Employee for premiums that Employee pays for COBRA continuing health coverage. Any premiums or amounts due for COBRA continuing health coverage beyond the twelve month period referenced above shall be at the sole cost and expense of Employee and will not be paid or reimbursed by the Company. The above described obligations of the Company (continuation of Salary and Bonus for a twelve month period following and payment of COBRA premiums for a twelve month period following Company Termination Without Cause or Employee Termination for Good Cause) shall be the exclusive remedies and payment obligations and no other amounts or obligations will be due and owing by the Company to Employee. In this regard, Company Termination Without Cause and Employee Termination for Good Cause may be effectuated at any time during the Employment Term or renewal and the only amounts that Company will be obligated or required to pay are the amounts calculated according to the formulas set forth above.

(g)

Notwithstanding anything to the contrary expressed or implied herein, except as required by applicable law and except as set forth in Section 9(f) above, the Company shall not be obligated to make any payments to the Employee or on her behalf of whatever kind or nature by reason of the Employee’s cessation of employment (including, without limitation, by reason of a Company Termination for Cause, Employee Termination Without Good Cause, Death or Disability), other than (i) such amounts, if any, of Employee’s Salary and Bonus as shall be accrued, earned and remained unpaid as of the effective date of employment separation and (ii) such other amounts, if any, which may be then otherwise payable to the Employee pursuant to the terms of the Company’s benefits plans or pursuant to Section 7 above. Any Bonus amounts due the Employee following a cessation of employment shall be paid following the end of the fiscal year at the same time Bonus payments are made to other employees.

(h)

To the extent that a payment becomes due to Employee under this Agreement by reason of Employee’s termination of employment, the term “termination of employment” will have the same meaning as “separation from service” under Section 409A of the Code. Notwithstanding anything to the contrary expressed or implied herein, if the Company makes a good faith determination that a payment under the Agreement (i) constitutes a deferral of compensation for purposes of

Section 409A of the Code, (ii) is made to Employee by reason of her separation from service and (iii) at the time such payment would otherwise be made Employee is a “specified employee” within the meaning of Section 409A of the Code, the payment will be delayed until the first day of the seventh month following the date of such termination of employment to the extent required by Section 409A of the Code.

10.	Restrictive Covenants : Non-Competition and Non-Solicitation.

(a)

Introduction . The restrictive covenants set forth in this Agreement prohibiting competition and solicitation shall apply during the “Restricted Period,” as defined herein, in the “Restricted Area,” as defined herein. Employee acknowledges and understands that one of the principal causes and considerations of the Company employing or continuing to employ Employee in a senior executive officer position is the restrictive covenants to which Employee is obligated under this Agreement. Employee further acknowledges and agrees that she will be granted access to and will be provided confidential, business and proprietary information and trade secrets of the Company and that she will have access to and will be provided confidential information and data to which only senior executive officers have access and that the provision and access of such information constitutes additional consideration in exchange for the restrictive covenants contained herein. Additionally, the Company will continue to be providing to Employee special and unique training opportunities and experience and she will be obtaining knowledge, experience and skills through employment with the Company that may not otherwise be obtained or acquired by Employee.

(b)

Restricted Period . For purposes of this Agreement, the “Restricted Period” shall mean the Employment Term plus:

(i)

in the event that the employment of the Employee is terminated by a Company Termination Without Cause or Employee Termination For Good Cause, a period of twelve months. As such, the Restricted Period would be the Employment Term and duration of employment and would extend beyond termination or separation for twelve months; or

(ii)

in the event that the employment of the Employee is terminated by the Company by a Company Termination For Cause, or by Employee’s Termination Without Good Cause, the Restricted Period shall expire upon the effective date of Employee’s separation of employment; provided, however, in such event, the Company shall have the exclusive option and absolute right of extending the Restrictive Period for a period of twelve months following the effective date of the termination or separation of employment if Company: (1) delivers written notice to the Employee irrevocably exercising such option before employment termination or separation or within 180 days after employment separation or termination and (2) agrees to pay and does pay the Employee the payments provided for under Section 9(f) of this Agreement for such twelve month period. If

Company exercises this option and right and complies with the requirements for same, the Restrictive Period shall be extended beyond the employment separation effective date for the twelve month period designed and Employee agrees and acknowledges that Employee is bound by such restrictive covenants for the Restrictive Period.

(c)

Definition of Restricted Area . The term “Restricted Area” shall mean the states, parishes, counties and municipalities designated in Attachment “A” which is incorporated herein by reference as if copied in extension.

(d)

Business of the Company . Employee acknowledges and understands that the “business” of the Company involves and relates to the underwriting of risks for, the sale of and the servicing of workers’ compensation insurance, general liability insurance and commercial and business insurance product lines and related services. Employee further acknowledges, agrees and represents that she understands and knows the business in which the Company is engaged and the scope, activities and business pursuits involved in the business of the Company. Employee further acknowledges and understands that the noncompetition and nonsolicitation of customer restrictions in this Agreement prohibit the Employee from engaging, in any capacity or any position, and from conducting any activities or business similar to that of the Company or that is competitive with the Company and as provided under the specific terms and conditions of this Agreement.

(e)

Customers of the Company . For purposes of this Agreement, “customers” shall include, but are not limited to, insured businesses, persons and entities who have or have had insurance coverage with the Company and insurance agents with whom Company has contracts, agreements, arrangements or any type of business, insurance placement or working relationship. Employee acknowledges and represents that Employee understands the nature of the Company’s customer relationships and who and what comprises its customers.

(f)

Non-Competition . During the Restricted Period, Employee shall not engage in any of the following activities in the Restricted Area:

(i)

Carry on or engage in her own business (as a sole proprietor, corporation, partnership, limited liability company, limited partnership or any other business entity or business association) in competition with or similar to the business of the Company.

(ii)

Carry on or engage in a competing business or work similar to or in competition with the business of the Company as an employee, consultant, board member, officer, manager, representative, contractor, consultant, subcontractor, independent contractor or agent of any other person or entity or in any capacity with or for any other person or entity.

(iii)

Acquire or have an interest in or an option or other right to acquire an interest in any entity or business which is carrying on or engaging in a competing business with the Company or in a business similar to that of the Company. The term “an interest” shall include, without limitation, an interest or right as a partner, shareholder, officer, director, member, general manager, principal, limited partner, owner, trustee, financier, guarantor, surety, mortgagee and lender.

(iv)

Accept or conduct any business or any transactions with any customer or former customer of the Company or receive any compensation, remuneration or consideration arising out of, related to or in any associated with any business arrangement or relationship with any customer or former customer of the Company.

(g)

Non-Solicitation . During the Restricted Period, Employee shall not engage in the following activities in the Restricted Area:

(i)

Solicit the customers of the Company.

(ii)

Solicit the customers or former customers of Employee.

(iii)

Accept business from any customer of the Company.

(iv)

Accept business from any customer or former customer of Employee.

(v)

Service accounts or business of any customers of the Company.

(vi)

Service accounts or business of any customers or former customers of Employee.

(vii)

Solicit, induce or attempt to induce any employee of the Company to leave the employ of the Company.

(h)

Application . Company and Employee agree that (i) each of the actions described in this Agreement constitute “carrying on and engaging in a business similar to that of” Company and the “soliciting customers of” Company, as those terms are used in La.R.S. 23:921, and (ii) this Agreement shall have the broadest possible meaning and application as allowed under applicable law. Additionally, any future amendment to La.R.S. 23:921 or decisions or rulings of any court of competent jurisdiction which would expand the Company’s rights or impose greater restrictions on Employee shall apply and shall be enforceable herein. For purposes of this Agreement, the term “solicit” includes, but is in no way limited to, any and all direct and indirect solicitation of business (by Employee or through others) and the engagement in communications (through any format or medium) for the purpose of or which would in any way facilitate or attempt to generate business, services, work or other business activities with the customer and this shall apply regardless of whether the customer initiates the contact with Employee or Employee (or another person or entity) initiates the contact with the customer.

(i)

Remedies . In the event of breach or threatened or attempted breach of any provision of this Agreement by Employee, the parties recognize and acknowledge that such a breach would cause irreparable harm to the Company or that the Company may not have an adequate remedy at law and that the restrictive covenants contained in this Agreement are “obligations not to do” and that the Company shall not be required to prove irreparable injury in order to obtain injunctive relief in the event of any breach or threatened breach of this Agreement. Employee further agree and acknowledge that if there is any breach or threatened breach of any one or more of the provisions of this Agreement, the Company may, in addition to any other legal or equitable remedies which may be available to it, (i) obtain a temporary restraining order, preliminary injunction and permanent injunction to enjoin or restrain Employee from the breach or threatened breach of any such provision or provisions without the necessity of posting a bond and (ii) require Employee to account for and pay over to the Company all compensation, profits, moneys, accruals, increments, remuneration or any other benefits derived or received by Employee as a result of any transactions or actions constituting a breach of any provision of this Agreement. Company shall also be entitled to recover any damages, attorney’s fees and costs incurred by it in any legal action or to obtain specific performance of or to enforce this Agreement or to remedy any breach of this Agreement. All such remedies in favor of the Company shall be cumulative and shall not be exclusive. In the event that the Company takes any legal action to enforce this Agreement or to remedy any breach of this Agreement, the Company shall be entitled to recover and the Employee shall be liable for all attorney’s fees, court costs and expenses incurred by the Company in any such action.

(j)

Company Designation . As used in this Section 10, “Company” includes Amerisafe, Inc., American Interstate Insurance Company, Silver Oak Casualty, Inc., American Interstate Insurance Company of Texas, Amerisafe General Agency, Inc. and any and all predecessor entities, successor entities, affiliate entities, parent companies, assigns and subsidiaries. The parties acknowledge and agree that the restrictive covenants in this Section 10 enure to the benefit of and operate for the interest of all of the above-mentioned companies and affiliates and said entities are expressly designated as third party beneficiaries of this Section 10 and the restrictive covenants and obligations imposed on Employee.

(k)

Construction Reformation and Severability . It is understood and agreed that, should any portion of any clause or paragraph of this Section 10 be deemed too broad to permit enforcement to its full extent, or should any portion of any clause or paragraph of this Section 10 be deemed unreasonable, invalid or unenforceable, then said clause or paragraph shall be reformed and enforced to the maximum extent permitted by law. Additionally, if any of the provisions of this Section 10 are ever found by a court of competent jurisdiction to exceed the maximum enforceable (i) periods of time, (ii) geographic areas of restriction, (iii) scope of noncompetition or nonsolicitation or (iv) description of the Company’s business or customers, or for any other reason, then such unenforceable element(s) of this Section 10 shall be reformed and reduced to the maximum periods of time,

geographic areas of restriction, scope of noncompetition or nonsolicitation or description of the Company’s business that is permitted by law. In this regard, any unenforceable, unreasonable or overly broad provision shall be reformed or severed so as to permit enforcement to the fullest extent permitted by law and reformation and severability shall apply.

(l)

Reasonableness . Employee acknowledges, represents and agrees that the restrictive covenants in this Section 10 are reasonable in nature, scope, time and territory and in the terms and conditions set forth herein. Employee acknowledges, represents and agrees that the Company has expended substantial cost in training Employee and that the Company has provided him with access to valuable information and has provided him with valuable experience. In addition, Employee acknowledges, represents and agrees that the Company has placed Employee in contact with its customers, and has made Employee part of its business plans. Employee further acknowledges, represents and agrees that Employee would not have obtained such training, experience, contacts and information from other sources without the employment relationship with the Company. Employee further acknowledges, represents and agrees that the foregoing have occurred or resulted based on the Company’s reliance on these restrictive covenants and Employee’s representations and obligations made herein. Employee further acknowledges, represents and agrees that this Section 10 and the obligations of Employee under these restrictive covenants are reasonable in order to protect the legitimate interests of the Company. Employee further acknowledges, represents and agrees that by virtue of her job position, she has become an integral and influential component of the Company’s current and future business plans. It is the Employee’s desire and intent that this Agreement be given full force and effect. Employee further acknowledges and agrees that enforcement of these restrictive covenants will not create an undue burden or hardship on him and will not impair or prevent him from earning a livelihood based on her own education, training, experience, qualifications, and skills.

11.	Assignment .

(a)

Neither this Agreement nor any right or interest hereunder shall be assignable by the Employee or her beneficiaries or legal representatives without the Company’s prior written consent; provided, however, that nothing in this Section 11(a) shall preclude the Employee from designating a beneficiary to receive any benefit payable hereunder upon her death or incapacity.

(b)

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion, attachment, levy or similar process or to assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

(c)

Company shall have the right, without Employee’s consent, to assign this Agreement and to assign any rights and obligations under this Agreement to any person or entity including, but in no way limited to, any parent companies, subsidiaries, affiliate entities, predecessors, and successors.

12.	Binding Effect . Without limiting or diminishing the effect of Section 11 hereof, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and assigns.

13.

Notices . All notices which are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient in all respects if given in writing and (i) delivered personally, (ii) five business days after being mailed by certified or registered mail, return receipt requested and postage prepaid, (iii) sent via a nationally recognized overnight courier, or (iv) sent via facsimile confirmed by certified or registered mail, return receipt requested and postage prepaid, if to the Company at the Company’s principal place of business, and if to the Employee, at her home address most recently filed with the Company, or to such other address or addresses as either party shall have designated in writing to the other party hereto.

14.

Law Governing . This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to the application of conflicts of laws principles. Employee consents to the jurisdiction and venue of the 36th Judicial District Court, Beauregard Parish, State of Louisiana and, alternatively, the U.S. District Court for the Western District of Louisiana, Lake Charles Division.

15.

Execution and Performance . Employee agrees and understands that this Agreement is being executed, in whole or in part, in Beauregard Parish, Louisiana. Additionally, performance of this Agreement is to be rendered, in whole or in part, in Beauregard Parish, Louisiana. Employee further understands and acknowledges that the employment relationship between Employee and the Company is principally centered and based in Beauregard Parish, Louisiana.

16.

Severability . The Employee agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of this Agreement is void or constitutes an unreasonable restriction against the Employee, this Agreement shall not be rendered void but shall apply with respect to such extent as such court may judicially determine constitutes a reasonable restriction under the circumstances. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, illegible or incapable of being enforced in whole or in part by reason of any rule of law or public policy, such part shall be deemed to be severed from the remainder of this Agreement for the purpose only of the particular legal proceedings in question and all other covenants and provisions of this Agreement shall in every other respect continue in full force and effect and no covenant or provision shall be deemed dependent upon any other covenant or provision. Severability and reformation shall apply.

It is understood and agreed that should any portion of any clause or paragraph of this Agreement be deemed too broad to permit enforcement to its full extent or should any portion of any clause or paragraph of this Agreement be deemed unreasonable, then said clause or paragraph shall be reformed and enforced to the maximum extent permitted by law.

17.

Waiver . Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

18.

Entire Agreement; Modifications . This Agreement, with referenced Attachment “A”, constitutes the entire and final expression of the agreement of the parties with respect to the subject matter hereof and supersedes the Prior Agreement and other prior and contemporaneous agreements, oral and written, between the parties hereto with respect to the subject matter hereof. This Agreement may be modified or amended only by an instrument in writing signed by both Employee and the Chairman of the Committee , provided, however, that in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to the Agreement as the Company deems necessary or desirable solely to avoid the imposition of taxes or penalties under Section 409A.

19.	Counterparts and Multiple Originals . This Agreement may be executed in two or more counterparts and in multiple originals, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.	Interpretation . The Company and Employee have jointly participated in the negotiations and drafting of this Agreement. In the event any question of intent or interpretation arises, this Agreement shall be construed and interpreted as if drafted by both parties.

21.	References to Attachments . All attachments and other documents which are referred to herein are hereby incorporated by reference as if copied at length herein.

22.

Consultation and Acknowledgment . Employee acknowledges and agrees that Employee has read and understands this Agreement and its effect, and that Employee has had the opportunity to consult fully and freely with an attorney or other advisor of her choice regarding this Agreement and to have an attorney or advisor review and advise Employee with respect to this Agreement prior to her entering into this Agreement. Employee further acknowledges that she has carefully read this entire Agreement and understands the nature and extent of the rights and obligations created by this Agreement and that she is entering into this Agreement voluntarily and without coercion. Employee further acknowledges that this Agreement is being entered into after due thought and consideration and after a mutual and meaningful negotiation between the parties.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


AMERISAFE, INC.

By:		/s/ G. Janelle Frost
		G. Janelle Frost,
		Chief Executive Officer

EMPLOYEE:

/s/ Kathryn H. Shirley
Kathryn H. Shirley

ATTACHMENT “A”

Employment Agreement

“Restricted Area”

The following states constitute the “Restricted Area” for purposes of the Employment Agreement, including Section 10, entitled “Restrictive Covenants”, entered into between the Company and the Employee:

States of Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Mexico, New York, North Carolina, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin and Wyoming.

Exhibit 31.1

CERTIFICATIONS

I, G. Janelle Frost, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AMERISAFE, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATIONS

I, Neal A. Fuller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AMERISAFE, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO § 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q of AMERISAFE, Inc., a Texas corporation (the “Company”), for the quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.


Date: April 29, 2016						/s/ G. Janelle Frost
						G. Janelle Frost
						President and Chief Executive Officer
						(Principal Executive Officer)

						/s/ Neal A. Fuller
						Neal A. Fuller
						Executive Vice President and Chief Financial Officer
						(Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

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