アメリセーフの四半期報告

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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 JUNE 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	AMSF	NASDAQ

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 ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 21, 2023, there were 19,180,014 shares of the Registrant’s common stock, par value $0.01 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	21

Item 3	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4	Controls and Procedures	27

PART II - OTHER INFORMATION

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 5	Other Information	28

Item 6	Exhibits	29

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;

•

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

•

changes in relationships with independent agencies (including retail and wholesale brokers and agents);

•

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

•

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

•

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

•

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

•

greater frequency or severity of claims and loss activity than our underwriting, reserving or investment practices anticipate based on historical experience or industry data;

•

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

•

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

•

the impact of pandemics on the business operations of our insurance subsidiaries and policyholders, the value of our investments, and our revenues, results of operations and cash flows;

•

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

•

changes in current accounting standards or new accounting standards;

•

changes in legal theories of liability under our insurance policies;

•

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;

•

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 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, 2022. 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

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	June 30, 2023			December 31, 2022
	(unaudited)
Assets
Investments:
Fixed maturity securities—held-to-maturity, at amortized cost net of allowance for credit losses of $204 and $239 in 2023 and 2022, respectively, (fair value $455,613 and $468,144 in 2023 and 2022, respectively)	$	476,401		$	491,688
Fixed maturity securities—available-for-sale, at fair value (amortized cost $355,670, allowance for credit losses of $0 in 2023 and amortized cost $338,593, allowance for credit losses of $0 in 2022)		340,384			321,121
Equity securities, at fair value (cost $50,115 and $50,185 in 2023 and 2022, respectively)		65,405			62,058
Short-term investments		46,540			14,120
Total investments		928,730			888,987
Cash and cash equivalents		33,922			61,469
Amounts recoverable from reinsurers (net of allowance for credit losses of $338 and $372 in 2023 and 2022, respectively)		122,721			125,677
Premiums receivable (net of allowance for credit losses of $4,787 and $4,852 in 2023 and 2022, respectively)		141,943			121,713
Deferred income taxes		23,437			22,794
Accrued interest receivable		8,387			8,428
Property and equipment, net		6,561			7,225
Deferred policy acquisition costs		18,927			17,401
Federal income tax recoverable		—			1,453
Other assets		14,287			14,132
Total assets	$	1,298,915		$	1,269,279
Liabilities and shareholders’ equity
Liabilities:
Reserves for loss and loss adjustment expenses	$	684,613		$	696,037
Unearned premiums		126,244			114,976
Amounts held for others		52,916			48,811
Policyholder deposits		34,957			36,312
Insurance-related assessments		18,015			17,653
Federal income tax payable		2,301			—
Accounts payable and other liabilities		37,967			38,058
Payable for investments purchased		1,335			—
Total liabilities		958,348			951,847
Shareholders’ equity:
Common stock: voting—$0.01 par value authorized shares—50,000,000 in 2023 and 2022; 20,702,713 and 20,678,572 shares issued; and 19,180,014 and 19,155,873 shares outstanding in 2023 and 2022, respectively		207			207
Additional paid-in capital		221,759			220,299
Treasury stock, at cost (1,522,699 shares in 2023 and 2022)		(34,758	)		(34,758	)
Accumulated earnings		165,459			145,512
Accumulated other comprehensive loss, net		(12,100	)		(13,828	)
Total shareholders’ equity		340,567			317,432
Total liabilities and shareholders’ equity	$	1,298,915		$	1,269,279

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Revenues
Gross premiums written	$	71,704		$	74,460		$	154,191		$	152,251
Ceded premiums written		(3,965	)		(2,725	)		(8,144	)		(5,284	)
Net premiums written	$	67,739		$	71,735		$	146,047		$	146,967
Net premiums earned	$	65,598		$	70,279		$	134,779		$	137,835
Net investment income		7,724			6,485			15,157			12,598
Net realized gains on investments		75			1,079			333			1,817
Net unrealized gains (losses) on equity securities		2,048			(9,942	)		3,417			(8,902	)
Fee and other income		214			135			411			248
Total revenues		75,659			68,036			154,097			143,596
Expenses
Loss and loss adjustment expenses incurred		35,645			40,326			74,654			78,067
Underwriting and certain other operating costs		7,427			7,684			12,583			11,674
Commissions		5,845			5,453			11,648			10,661
Salaries and benefits		6,700			6,776			12,723			12,691
Policyholder dividends		490			688			1,421			1,877
Provision for investment related credit loss expense (benefit)		(16	)		(14	)		(35	)		81
Total expenses		56,091			60,913			112,994			115,051
Income before income taxes		19,568			7,123			41,103			28,545
Income tax expense		3,941			991			8,137			5,082
Net income	$	15,627		$	6,132		$	32,966		$	23,463
Earnings per share
Basic	$	0.82		$	0.32		$	1.72		$	1.22
Diluted	$	0.81		$	0.32		$	1.72		$	1.21
Shares used in computing earnings per share
Basic		19,139,735			19,273,934			19,135,564			19,302,805
Diluted		19,196,755			19,332,168			19,200,377			19,367,085
Cash dividends declared per common share	$	0.34		$	0.31		$	0.68		$	0.62

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023		2022
Net income	$	15,627		$	6,132		$	32,966	$	23,463
Other comprehensive income (loss):
Unrealized gain (loss) on debt securities, net of tax		(2,616	)		(8,931	)		1,728		(22,411	)
Comprehensive income (loss)	$	13,011		$	(2,799	)	$	34,694	$	1,052

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended June 30, 2023 and 2022

(in thousands, except share data)

(unaudited)


	Common Stock				Additional Paid-In		Treasury Stock						Accumulated			Accumulated Other Comprehensive
	Shares		Amounts		Capital		Shares			Amounts			Earnings			Loss			Total
Balance at March 31, 2023		20,677,086	$	207	$	220,556		(1,522,699	)	$	(34,758	)	$	156,334		$	(9,484	)	$	332,855
Comprehensive income:
Net income		—		—		—		—			—			15,627			—			15,627
Other comprehensive income:
Change in unrealized losses on debt securities, net of tax		—		—		—		—			—			—			(2,616	)		(2,616	)
Comprehensive income:																				13,011
Common stock issued		25,627		—		944		—			—			—			—			944
Share-based compensation		—		—		259		—			—			—			—			259
Tax benefit from share-based payments		—		—		—		—			—			—			—			—
Dividends to shareholders		—		—		—		—			—			(6,502	)		—			(6,502	)
Balance at June 30, 2023		20,702,713	$	207	$	221,759		(1,522,699	)	$	(34,758	)	$	165,459		$	(12,100	)	$	340,567

	Common Stock				Additional Paid-In		Treasury Stock						Accumulated			Accumulated Other Comprehensive
	Shares		Amounts		Capital		Shares			Amounts			Earnings			Income (Loss)			Total
Balance at March 31, 2022		20,622,565	$	206	$	217,605		(1,302,143	)	$	(24,429	)	$	201,834		$	57		$	395,273
Comprehensive loss:
Net income		—		—		—		—			—			6,132			—			6,132
Other comprehensive loss:
Change in unrealized gains on debt securities, net of tax		—		—		—		—			—			—			(8,931	)		(8,931	)
Comprehensive loss:																				(2,799	)
Common stock issued		53,909		1		1,969		—			—			—			—			1,970
Purchase of treasury stock		—		—		—		(77,699	)		(3,642	)		—			—			(3,642	)
Share-based compensation		—		—		170		—			—			—			—			170
Dividends to shareholders		—		—		—		—			—			(5,983	)		—			(5,983	)
Balance at June 30, 2022		20,676,474	$	207	$	219,744		(1,379,842	)	$	(28,071	)	$	201,983		$	(8,874	)	$	384,989

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Six Months Ended June 30, 2023 and 2022

(in thousands, except share data)

(unaudited)


	Common Stock				Additional Paid-In		Treasury Stock						Accumulated			Accumulated Other Comprehensive
	Shares		Amounts		Capital		Shares			Amounts			Earnings			Loss			Total
Balance at December 31, 2022		20,678,572	$	207	$	220,299		(1,522,699	)	$	(34,758	)	$	145,512		$	(13,828	)	$	317,432
Comprehensive income:
Net income		—		—		—		—			—			32,966			—			32,966
Other comprehensive income:
Change in unrealized losses on debt securities, net of tax		—		—		—		—			—			—			1,728			1,728
Comprehensive income:																				34,694
Common stock issued		24,141		—		944		—			—			—			—			944
Share-based compensation		—		—		516		—			—			—			—			516
Tax benefit from share-based payments		—		—		—		—			—			—			—			—
Dividends to shareholders		—		—		—		—			—			(13,019	)		—			(13,019	)
Balance at June 30, 2023		20,702,713	$	207	$	221,759		(1,522,699	)	$	(34,758	)	$	165,459		$	(12,100	)	$	340,567

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

Balance at December 31, 2021		20,622,304	$	206	$	217,458		(1,258,250	)	$	(22,370	)	$	190,492		$	13,537		$	399,323
Comprehensive income:
Net income		—		—		—		—			—			23,463			—			23,463
Other comprehensive income:
Change in unrealized gains on debt securities, net of tax		—		—		—		—			—			—			(22,411	)		(22,411	)
Comprehensive income:																				1,052
Common stock issued		54,170		1		1,969		—			—			—			—			1,970
Purchase of treasury stock		—		—		—		(121,592	)		(5,701	)		—			—			(5,701	)
Share-based compensation		—		—		317		—			—			—			—			317
Dividends to shareholders		—		—		—		—			—			(11,972	)		—			(11,972	)
Balance at June 30, 2022		20,676,474	$	207	$	219,744		(1,379,842	)	$	(28,071	)	$	201,983		$	(8,874	)	$	384,989

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2023			2022
Operating activities
Net income	$	32,966		$	23,463
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		699			602
Net amortization of investments		1,872			3,896
Change in investment related allowance for credit losses		(35	)		81
Deferred income taxes		(1,102	)		(1,586	)
Net realized gains on investments		(333	)		(1,817	)
Net unrealized (gains) losses on equity securities		(3,417	)		8,902
Net realized losses on disposal of assets		2			—
Share-based compensation		646			841
Changes in operating assets and liabilities:
Premiums receivable, net		(18,666	)		(8,207	)
Accrued interest receivable		41			(148	)
Deferred policy acquisition costs		(1,526	)		(1,044	)
Other assets		(180	)		(1,500	)
Reserves for loss and loss adjustment expenses		(11,424	)		(20,387	)
Unearned premiums		11,268			9,132
Reinsurance balances		2,585			2,294
Amounts held for others and policyholder deposits		2,750			1,446
Federal income taxes payable/recoverable		3,754			6,125
Accounts payable and other liabilities		843			2,895
Net cash provided by operating activities		20,743			24,988
Investing activities
Purchases of investments held-to-maturity		(9,596	)		(27,403	)
Purchases of investments available-for-sale		(38,107	)		(52,675	)
Purchases of equity securities		—			(7,261	)
Purchases of short-term investments		(46,347	)		(25,327	)
Proceeds from maturities of investments held-to-maturity		24,488			33,567
Proceeds from sales and maturities of investments available-for-sale		20,818			36,056
Proceeds from sales of equity securities		262			3,877
Proceeds from sales and maturities of short-term investments		14,175			47,545
Purchases of property and equipment		(37	)		(1,032	)
Net cash provided by (used in) investing activities		(34,344	)		7,347
Financing activities
Finance lease purchases		(47	)		(23	)
Share-based compensation related tax withholding		(779	)		—
Purchase of treasury stock		—			(5,701	)
Dividends to shareholders		(13,120	)		(12,015	)
Net cash used in financing activities		(13,946	)		(17,739	)
Change in cash and cash equivalents		(27,547	)		14,596
Cash and cash equivalents at beginning of period		61,469			70,722
Cash and cash equivalents at end of period	$	33,922		$	85,318

See accompanying notes.

AMERISAFE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED 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 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, logging and lumber, agriculture, manufacturing, telecommunications, and maritime. Assets and revenues of AIIC and its subsidiaries represent at least 95% of comparable consolidated amounts of the Company for each of the six months ended June 30, 2023 and 2022.

In the opinion of management of the Company, the accompanying unaudited 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 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 consolidated financial statements contained herein should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that 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.

Adopted Accounting Guidance

The Company has not adopted any new accounting guidance in 2023.

Prospective Accounting Guidance

All issued but not yet effective accounting and reporting standards as of June 30, 2023 are either not applicable to the Company or are not expected to have a material impact on the Company.

Note 2. Restricted Stock, Restricted Stock Units, and Stock Options

As of June 30, 2023, the Company has three equity incentive plans: the AMERISAFE Non-Employee Director Restricted Stock Plan (the Restricted Stock Plan), the AMERISAFE 2012 Equity and Incentive Compensation Plan (the 2012 Incentive Plan) and the 2022 Equity and Incentive Compensation Plan (the 2022 Incentive Plan). In connection with the approval of the 2022 Incentive Plan by the Company’s shareholders at the annual meeting of shareholders in June 2022, no further grants will be made under the 2012 Incentive Plan. All grants made under the 2012 Incentive Plan will continue in effect, subject to the terms and conditions of the 2012 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, 2022 for additional information regarding the Company’s incentive plans.

During the six months ended June 30, 2023, the Company issued 18,561 shares of common stock pursuant to vested performance awards. During the six months ended June 30, 2023, the Company awarded 9,064 restricted stock units to officers and 9,856 shares of restricted common stock to non-employee directors. The market value of these shares totaled $2.8 million. During the six months ended June 30, 2022, the Company issued 40,959 shares of common stock pursuant to vested performance awards and 13,211 shares of restricted common stock were awarded to officers and non-employee directors.

The market value of these shares totaled $2.6 million.

The Company had no stock options outstanding as of June 30, 2023.

The Company recognized share-based compensation expense of $0.4 million in the quarter ended June 30, 2023 and $0.8 million in the same period in 2022. The Company recognized share-based compensation expense of $0.6 million in the six months ended June 30, 2023 and $0.8 million in the same period in 2022.

Note 3. Earnings Per Share

The Company computes earnings per share (EPS) in accordance with 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 net income 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 restricted stock or RSUs become vested.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
	(in thousands, except share and per share amounts)
Basic EPS:
Net income	$	15,627	$	6,132	$	32,966	$	23,463
Basic weighted average common shares		19,139,735		19,273,934		19,135,564		19,302,805
Basic earnings per common share	$	0.82	$	0.32	$	1.72	$	1.22
Diluted EPS:
Net income	$	15,627	$	6,132	$	32,966	$	23,463
Diluted weighted average common shares:
Weighted average common shares		19,139,735		19,273,934		19,135,564		19,302,805
Restricted stock and RSUs		57,020		58,234		64,813		64,280
Diluted weighted average common shares		19,196,755		19,332,168		19,200,377		19,367,085
Diluted earnings per common share	$	0.81	$	0.32	$	1.72	$	1.21

Note 4. Investments

The amortized cost, allowance for credit losses, carrying amount, gross unrecognized gains and losses, and the fair value of those investments classified as held-to-maturity at June 30, 2023 are summarized as follows:


	Amortized Cost		Allowance for Credit Losses			Carrying Amount		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
	(in thousands)
States and political subdivisions	$	408,779	$	(41	)	$	408,738	$	1,165	$	(18,023	)	$	391,880
Corporate bonds		53,130		(161	)		52,969		—		(3,381	)		49,588
U.S. agency-based mortgage-backed securities		3,499		—			3,499		15		(150	)		3,364
U.S. Treasury securities and obligations of U.S. government agencies		11,143		—			11,143		18		(431	)		10,730
Asset-backed securities		54		(2	)		52		—		(1	)		51
Totals	$	476,605	$	(204	)	$	476,401	$	1,198	$	(21,986	)	$	455,613

The amortized cost, gross unrealized gains and losses, fair value, and the allowance for credit losses of those investments classified as available-for-sale at June 30, 2023 are summarized as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Allowance for Credit Losses
	(in thousands)
States and political subdivisions	$	155,935	$	321	$	(8,340	)	$	147,916	$	—
Corporate bonds		178,426		767		(6,066	)		173,127		—
U.S. agency-based mortgage-backed securities		5,598		—		(536	)		5,062		—
U.S. Treasury securities and obligations of U.S. government agencies		15,711		—		(1,432	)		14,279		—
Totals	$	355,670	$	1,088	$	(16,374	)	$	340,384	$	—

The cost, gross unrealized gains and losses, and the fair value of equity securities at June 30, 2023 are summarized as follows:


	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
Equity securities:
Domestic common stock	$	50,115	$	15,290	$	—	$	65,405
Total equity securities	$	50,115	$	15,290	$	—	$	65,405


	Amortized Cost		Allowance for Credit Losses			Carrying Amount		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
	(in thousands)
States and political subdivisions	$	415,136	$	(40	)	$	415,096	$	922	$	(20,074	)	$	395,944
Corporate bonds		59,903		(196	)		59,707		1		(3,857	)		55,851
U.S. agency-based mortgage-backed securities		3,696		—			3,696		33		(153	)		3,576
U.S. Treasury securities and obligations of U.S. government agencies		13,123		—			13,123		25		(442	)		12,706
Asset-backed securities		69		(3	)		66		2		(1	)		67
Totals	$	491,927	$	(239	)	$	491,688	$	983	$	(24,527	)	$	468,144

The amortized cost, gross unrealized gains and losses, fair value, and the allowance for credit losses of those investments classified as available-for-sale at December 31, 2022 are summarized as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Allowance for Credit Losses
	(in thousands)
States and political subdivisions	$	166,019	$	463	$	(9,826	)	$	156,656	$	—
Corporate bonds		150,915		530		(6,657	)		144,788		—
U.S. agency-based mortgage-backed securities		5,984		—		(538	)		5,446		—
U.S. Treasury securities and obligations of U.S. government agencies		15,675		9		(1,453	)		14,231		—
Totals	$	338,593	$	1,002	$	(18,474	)	$	321,121	$	—

The cost, gross unrealized gains and losses, and the fair value of equity securities at December 31, 2022 are summarized as follows:


	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
Equity securities:
Domestic common stock	$	50,185	$	11,873	$	—	$	62,058
Total equity securities	$	50,185	$	11,873	$	—	$	62,058

A summary of the carrying amounts and fair value of investments in fixed maturity securities classified as held-to-maturity, by contractual maturity, is as follows:


	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Maturity:
Within one year	$	41,420	$	41,148	$	41,878	$	41,652
After one year through five years		158,329		151,287		165,216		159,006
After five years through ten years		125,395		117,523		121,739		112,665
After ten years		147,706		142,240		159,093		151,178
U.S. agency-based mortgage-backed securities		3,499		3,364		3,696		3,576
Asset-backed securities		52		51		66		67
Totals	$	476,401	$	455,613	$	491,688	$	468,144

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


	June 30, 2023				December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
Maturity:
Within one year	$	34,515	$	34,235	$	28,290	$	27,814
After one year through five years		89,175		84,422		68,876		65,406
After five years through ten years		108,099		103,279		102,296		95,366
After ten years		118,283		113,386		133,147		127,089
U.S. agency-based mortgage-backed securities		5,598		5,062		5,984		5,446
Totals	$	355,670	$	340,384	$	338,593	$	321,121

The following table summarizes the fair value and gross unrealized losses on securities classified as available-for-sale, aggregated by major investment category and length of time that the individual securities have been in a continuous unrealized loss position as of June 30, 2023:


	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)
June 30, 2023
Available-for-Sale
States and political subdivisions	$	46,548	$	441	$	62,315	$	7,899	$	108,863	$	8,340
Corporate bonds		98,553		2,755		51,149		3,311		149,702		6,066
U.S. agency-based mortgage-backed securities		—		—		5,062		536		5,062		536
U.S. Treasury securities and obligations of U.S. government agencies		921		2		13,358		1,430		14,279		1,432
Total available-for-sale securities	$	146,022	$	3,198	$	131,884	$	13,176	$	277,906	$	16,374

At June 30, 2023, we held 186 individual fixed maturity securities classified as available-for-sale that were in an 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)
December 31, 2022
Available-for-Sale
States and political subdivisions	$	87,522	$	5,319	$	24,980	$	4,507	$	112,502	$	9,826
Corporate bonds		98,590		4,549		30,011		2,108		128,601		6,657
U.S. agency-based mortgage-backed securities		4,732		444		714		94		5,446		538
U.S. Treasury securities and obligations of U.S. government agencies		5,589		313		7,719		1,140		13,308		1,453
Total available-for-sale securities	$	196,433	$	10,625	$	63,424	$	7,849	$	259,857	$	18,474

The following table illustrates the changes in the allowance for credit losses by major security type of the investments classified as held-to-maturity for the quarter ended June 30, 2023.


	States and Political Subdivisions		Corporate Bonds			U.S. Agency -Based Mortgage- Backed Securities		U.S. Treasury Securities and Obligations of U.S. Government Agencies		Asset-Backed Securities		Totals
	(in thousands)
Balance at March 31, 2023	$	40	$	178		$	—	$	—	$	2	$	220
Provision for credit loss expense (benefit)		1		(17	)		—		—		—		(16	)
Balance at June 30, 2023	$	41	$	161		$	—	$	—	$	2	$	204

The following table illustrates the changes in the allowance for credit losses by major security type of the investments classified as held-to-maturity for the six months ended June 30, 2023.


	States and Political Subdivisions		Corporate Bonds			U.S. Agency -Based Mortgage- Backed Securities		U.S. Treasury Securities and Obligations of U.S. Government Agencies		Asset-Backed Securities			Totals
	(in thousands)
Balance at December 31, 2022	$	40	$	196		$	—	$	—	$	3		$	239
Provision for credit loss expense (benefit)		1		(35	)		—		—		(1	)		(35	)
Balance at June 30, 2023	$	41	$	161		$	—	$	—	$	2		$	204

The Company has established an allowance for credit losses on 458 held-to-maturity securities totaling $0.2 million. The majority of those securities were issued by states and political subdivisions (437 securities) and corporate bonds (18 securities).

The Company has no allowance for credit losses on investments classified as available-for-sale for the period ended June 30, 2023.

The credit rating used for held-to-maturity fixed income securities is the rating for each security as published by Moody’s, S&P, and Fitch to determine the probability of default. If there are two ratings, the lower rating is used. If there are three ratings, the median rating is used. If there is one rating, that rating is used. For corporate fixed income securities (given a rating), the probability of default comes from Moody’s annual study of corporate bond defaults published each February. The maximum maturity using the default rate is 20 years (any maturity greater than 20 years will use the 20-year rate). For municipal fixed income securities (given a rating), the probability of default comes from Moody’s annual study of municipal bond defaults published each July/August.

The calculation of the credit loss allowance takes the amortized cost of the fixed income security and assumes default and recovery based on the average recovery rates from the Moody’s default studies. The amortized cost of the security, minus the amount recovered, is the estimated full amount the Company could lose in a default scenario. Then this amount is multiplied by the probability of default to determine the allowance for credit loss. The lower the security is rated, the higher likelihood of default, and therefore a higher allowance for credit loss. The longer to the maturity date of a security, the higher the default risk.

The table below presents the amortized cost of held-to-maturity securities aggregated by credit quality indicator as of June 30, 2023.


	States and Political Subdivisions		Corporate Bonds		U.S. Agency -Based Mortgage- Backed Securities		U.S. Treasury Securities and Obligations of U.S. Government Agencies		Asset-Backed Securities		Totals
	Amortized cost
	(in thousands)
AAA/AA/A ratings	$	405,819	$	26,137	$	3,499	$	11,143	$	37	$	446,635
Baa/BBB ratings		2,960		26,993		—		—		17		29,970
B ratings		—		—		—		—		—		—
Total	$	408,779	$	53,130	$	3,499	$	11,143	$	54	$	476,605

Net realized gains in the quarter ended June 30, 2023 were $0.1 million resulting from the sale of fixed maturity securities classified as available-for-sale. Net realized gains in the quarter ended June 30, 2022 were $1.1 million resulting from the sale of equity securities.

Net realized gains in the six months ended June 30, 2023 were $0.3 million resulting primarily from the sale of equity and fixed maturity securities classified as available-for-sale. Net realized gains in the six months ended June 30, 2022 were $1.8 million resulting primarily from the sale of equity and fixed maturity securities classified as available-for-sale.

During the second quarter of 2023, we recognized through income $2.0 million of net unrealized gains on equity securities. During the second quarter of 2022, we recognized through income $9.9 million of net unrealized losses on equity securities.

During the six months ended June 30, 2023, we recognized through income $3.4 million of net unrealized gains on equity securities. During the six months ended June 30, 2022, we recognized through income $8.9 million of net unrealized losses on equity securities.

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.

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 June 30, 2023 and 2022, the Company had no valuation allowance against its deferred income tax assets and liabilities.

Income tax expense from operations is different from the amount computed by applying the U.S. federal income tax statutory rate of 21% to income before income taxes primarily due to the impact of tax-exempt investment income and state income tax accruals.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions for the periods ended June 30, 2023 and 2022.

Tax years 2019 through 2023 are subject to examination by the federal and state taxing authorities.

Note 6. Loss Reserves

We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses related to the investigation and settlement of policy claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid as of a given point in time. The reserves for loss and loss adjustment expenses are estimated using individual case-basis valuations, statistical analyses and estimates based upon experience for unreported claims and their associated loss and loss adjustment expenses. Such estimates may be more or less than the amounts ultimately paid when the claims are settled. The estimates are subject to the effects of trends in loss severity and frequency. Although considerable variability is inherent in these estimates, management believes that the reserves for loss and loss adjustment expenses are adequate. The estimates are continually reviewed internally and periodically evaluated with our independent actuary. Adjustments are made as experience develops and new information becomes known. Any such adjustments are included in income from current operations. See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for additional information regarding the Company’s loss and loss adjustment expense development.

The following table provides the Company’s liability for unpaid loss and loss adjustment expenses, net of related amounts recoverable from reinsurers, for the six months ended June 30, 2023 and 2022:


	Six Months Ended June 30,
	2023			2022
	(in thousands)
Balance, beginning of period	$	696,037		$	745,278
Less amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses		112,555			119,266
Net balance, beginning of period		583,482			626,012
Add incurred related to:
Current accident year		95,693			97,863
Prior accident years		(21,039	)		(19,796	)
Total incurred		74,654			78,067
Less paid related to:
Current accident year		12,938			14,063
Prior accident years		75,252			82,473
Total paid		88,190			96,536
Net balance, end of period		569,946			607,543
Add amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses		114,667			117,348
Balance, end of period	$	684,613		$	724,891

The foregoing reconciliation reflects favorable development of the net reserves at June 30, 2023 and June 30, 2022. The favorable development reduced loss and loss adjustment expenses incurred by $21.0 million and $19.8 million in 2023 and 2022, respectively. The revisions to the Company’s reserves reflect new information gained by claims adjusters in the normal course of adjusting claims and is reflected in the financial statements when the information becomes available. It is typical for more serious claims to take several years or longer to settle and the Company continually revises estimates as more information about claimants’ medical conditions and potential disability becomes known and the claims get closer to being settled. Multiple factors can cause loss development both unfavorable and favorable. The favorable loss development we experienced across accident years was largely due to favorable case reserve development from closed claims and claims where the worker had reached maximum medical improvement.

The table below presents the change in the allowance for credit losses on amounts recoverable from reinsurers for the three and six months ended June 30, 2023 and 2022.


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2023		2022			2023			2022
	(in thousands)
Balance, beginning of period	$	328	$	388		$	372		$	440
Provision for credit loss expense (benefit)		10		(19	)		(34	)		(71	)
Balance, end of period	$	338	$	369		$	338		$	369

Note 7. Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income plus unrealized gains (losses) on our available-for-sale investment securities, net of tax. In reporting comprehensive income (loss) on a net basis in the statements of comprehensive income (loss), we used a 21% tax rate in 2023 and 2022. The difference between net income as reported and comprehensive income (loss) was due primarily to changes in unrealized gains and losses, net of tax on available-for-sale debt securities.

The following table illustrates the changes in the balance of each component of accumulated other comprehensive income (loss) for each period presented in the interim financial statements.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
	(in thousands)
Balance, beginning of period	$	(9,484	)	$	57		$	(13,828	)	$	13,537
Other comprehensive income (loss) before reclassification		(2,765	)		(8,248	)		1,574			(21,705	)
Amounts reclassified from accumulated other comprehensive loss		149			(683	)		154			(706	)
Net current period other comprehensive income (loss)		(2,616	)		(8,931	)		1,728			(22,411	)
Balance, end of period	$	(12,100	)	$	(8,874	)	$	(12,100	)	$	(8,874	)

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


Component of Accumulated Other	Three Months Ended						Six Months Ended						Affected line item in the
Comprehensive Income (Loss)	June 30,						June 30,						statement of income
	2023			2022			2023			2022
	(in thousands)
Unrealized gains (losses) on debt securities, net of tax	$	(189	)	$	865		$	(195	)	$	894		Net realized gains on investments
		(189	)		865			(195	)		894		Income before income taxes
Unrealized gains (losses) on debt securities, net of tax		40			(182	)		41			(188	)	Income tax expense
	$	(149	)	$	683		$	(154	)	$	706		Net income

Note 8. 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 six months ended June 30, 2023.

At June 30, 2023, assets measured at fair value on a recurring basis are summarized below:


	June 30, 2023
	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:
Securities available-for-sale—fixed maturity:
States and political subdivisions	$	—	$	147,916	$	—	$	147,916
Corporate bonds		—		173,127		—		173,127
U.S. agency-based mortgage-backed securities		—		5,062		—		5,062
U.S. Treasury securities		14,279		—		—		14,279
Total securities available-for-sale—fixed maturity		14,279		326,105		—		340,384
Equity securities:
Domestic common stock		65,405		—		—		65,405
Total	$	79,684	$	326,105	$	—	$	405,789

At June 30, 2023, assets measured at amortized cost net of allowance for credit losses are summarized below:


	June 30, 2023
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Securities held-to-maturity—fixed maturity:
States and political subdivisions	$	—	$	391,880	$	—	$	391,880
Corporate bonds		—		49,588		—		49,588
U.S. agency-based mortgage-backed securities		—		3,364		—		3,364
U.S. Treasury securities		10,730		—		—		10,730
Asset-backed securities		—		51		—		51
Total held-to-maturity	$	10,730	$	444,883	$	—	$	455,613

At December 31, 2022, assets measured at fair value on a recurring basis are summarized below:


	December 31, 2022
	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:
Securities available-for-sale—fixed maturity:
States and political subdivisions	$	—	$	156,656	$	—	$	156,656
Corporate bonds		—		144,788		—		144,788
U.S. agency-based mortgage-backed securities		—		5,446		—		5,446
U.S. Treasury securities		14,231		—		—		14,231
Total securities available-for-sale—fixed maturity	$	14,231	$	306,890	$	—	$	321,121
Equity securities:
Domestic common stock		62,058		—		—		62,058
Total	$	76,289	$	306,890	$	—	$	383,179

At December 31, 2022, assets measured at amortized cost net of allowance for credit losses are summarized below:


	December 31, 2022
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(in thousands)
Securities held-to-maturity—fixed maturity:
States and political subdivisions	$	—	$	395,944	$	—	$	395,944
Corporate bonds		—		55,851		—		55,851
U.S. agency-based mortgage-backed securities		—		3,576		—		3,576
U.S. Treasury securities		12,706		—		—		12,706
Asset-backed securities		—		67		—		67
Total held-to-maturity	$	12,706	$	455,438	$	—	$	468,144

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.

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


	As of June 30, 2023				As of December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Fixed maturity securities—held-to-maturity	$	476,401	$	455,613	$	491,688	$	468,144
Fixed maturity securities—available-for-sale		340,384		340,384		321,121		321,121
Equity securities		65,405		65,405		62,058		62,058
Short-term investments		46,540		46,540		14,120		14,120
Cash and cash equivalents		33,922		33,922		61,469		61,469

Note 9. Treasury Stock

The Company’s Board of Directors initiated a share repurchase program in February 2010. In October 2016, the Board reauthorized this program with a limit of $25.0 million with no expiration date. As of June 30, 2023, $12.6 million was available for future purchases. Repurchases of shares may be made pursuant to pre-established trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934.

During the three and six months ended June 30, 2023, no shares were purchased. During the three months ended June 30, 2022, 77,699 shares were purchased for $3.6 million, or an average price of $46.88 per share (including commissions). During the six months ended June 30, 2022, 121,592 shares were purchased for $5.7 million, or an average price of $46.88 per share (including commissions).

Note 10. Subsequent Events

On July 25, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.34 per share payable on September 22, 2023 to shareholders of record as of September 8, 2023. The Board considers 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 consolidated financial statements and the related notes included in Item 1 of 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, 2022.

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 and six months ended June 30, 2023 and 2022. 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, logging and lumber, agriculture, manufacturing, telecommunications, and maritime. 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 (including retail and wholesale brokers and agents), 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 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, credit losses on 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, 2022.

Results of Operations

The following table summarizes our consolidated financial results for the three and six months ended June 30, 2023 and 2022.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
	(dollars in thousands, except per share data)
	(unaudited)
Gross premiums written	$	71,704		$	74,460		$	154,191		$	152,251
Net premiums earned		65,598			70,279			134,779			137,835
Net investment income		7,724			6,485			15,157			12,598
Total revenues		75,659			68,036			154,097			143,596
Total expenses		56,091			60,913			112,994			115,051
Net income		15,627			6,132			32,966			23,463
Diluted earnings per common share	$	0.81		$	0.32		$	1.72		$	1.21
Other Key Measures
Net combined ratio (1)		85.4	%		86.7	%		83.9	%		83.4	%
Return on average equity (2)		18.6	%		6.3	%		20.0	%		12.0	%
Book value per share (3)	$	17.76		$	19.95		$	17.76		$	19.95

(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 June 30, 2023 Compared to June 30, 2022

Gross Premiums Written. Gross premiums written for the quarter ended June 30, 2023 were $71.7 million, compared to $74.5 million for the same period in 2022, a decrease of 3.7%. The decrease was attributable to a $1.5 million decrease in annual premiums on voluntary policies written during the period, a $0.8 million decrease in payroll audits and related premium adjustments for policies written in previous quarters and a decrease of $0.5 million in residual market premium. Payroll audits increased $0.2 million for the second quarter as compared to the second quarter of 2022, offset by $1.0 million in related premium adjustments which includes endorsements, cancellations, earned-but-unbilled and certain regulatory accruals. The effective loss cost multiplier, or ELCM, for our voluntary business was 1.46 and 1.51 for the quarter ended June 30, 2023 and 2022, respectively.

Net Premiums Written. Net premiums written for the quarter ended June 30, 2023 were $67.7 million, compared to $71.7 million for the same period in 2022, a decrease of 5.6%. The decrease was primarily attributable to the decrease in gross premiums written. As a percentage of gross premiums earned, ceded premiums were 5.7% for the second quarter of 2023 compared to 3.7% for the second quarter of 2022. Ceded premiums increased as we purchased higher levels of reinsurance coverage at generally higher prices in 2023. For additional information, see Item 1, “Business—Reinsurance” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Net Premiums Earned. Net premiums earned for the second quarter of 2023 were $65.6 million, compared to $70.3 million for the same period in 2022, a decrease of 6.7%. The decrease was primarily attributable to the decrease in net premiums written during the period.

Net Investment Income. Net investment income for the quarter ended June 30, 2023 was $7.7 million, compared to $6.5 million for the same period in 2022, an increase of 19.1%. The increase was due to higher investment yields on fixed income securities and cash balances compared to prior year. Average invested assets, including cash and cash equivalents, were $964.1 million in the quarter ended June 30, 2023 compared to an average of $1,058.9 million for the same period in 2022, a decrease of 8.9%. The pre-tax investment yield on our investment portfolio was 3.2% per annum during the quarter ended June 30, 2023 compared to 2.5% per annum during the same period in 2022. The tax-equivalent yield on our investment portfolio was 3.6% per annum for the quarter ended June 30, 2023 and 2.9% for the same period in 2022. The tax-equivalent yield is calculated using the effective interest rate and the appropriate marginal tax rate.

Net Realized Gains (Losses) on Investments. Net realized gains on investments for the three months ended June 30, 2023 were $0.1 million compared to net realized gains of $1.1 million for the same period in 2022. Net realized gains in the second quarter of 2023 were mostly attributable to sales of fixed maturity securities classified as available-for-sale.

Net realized gains in the second quarter of 2022 were mostly attributable to the sale of equity securities.

Net Unrealized Gains (Losses) on Equity Securities. The market value of our equity securities increased by $2.0 million for the three months ended June 30, 2023 compared to a decline of $9.9 million for the same period in 2022.

Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses (LAE) incurred totaled $35.6 million for the three months ended June 30, 2023, compared to $40.3 million for the same period in 2022, a decrease of $4.7 million, or 11.6%. The current accident year loss and LAE incurred were $46.6 million compared to $49.9 million for the same period in 2022. Our loss and LAE ratio for accident year 2023 is estimated at 71.0% of net premiums earned, consistent with the estimate initially set for accident year 2022, and is based on long-term claim frequency and severity trends, as well as medical inflation. We recorded favorable prior accident year development of $10.9 million in the second quarter of 2023, compared to favorable prior accident year development of $9.6 million in the same period of 2022, as further discussed below in “Prior Year Development.” Our net loss ratio was 54.3% in the second quarter of 2023, compared to 57.4% for the same period of 2022.

Income Tax Expense. Income tax expense for the three months ended June 30, 2023 was $3.9 million, compared to $1.0 million for the same period in 2022. The effective tax rate for the Company was 20.1% in the quarter ended June 30, 2023 and 13.9% for the same period in 2022. The increase in the effective tax rate was due to a lower proportion of income from tax-exempt investments compared to the same period of 2022.

Consolidated Results of Operations for Six Months Ended June 30, 2023 Compared to June 30, 2022

Gross Premiums Written. Gross premiums written for the six months ended June 30, 2023 were $154.2 million, compared to $152.3 million for the same period in 2022, an increase of 1.3%. The increase was attributable to a $5.3 million increase in premiums resulting from payroll audits and related premium adjustments for policies written in previous quarters. These increases were partially offset by a $2.3 million decrease in annual premiums on voluntary policies written during the period and a $1.1 million decrease in residual market premium. The ELCM for our voluntary business was 1.47 and 1.53 for the six months ended June 30, 2023 and 2022, respectively.

Net Premiums Written. Net premiums written for the six months ended June 30, 2023 were $146.0 million, compared to $147.0 million for the same period in 2022, a decrease of 0.6%. The decrease was primarily attributable to an increase in ceded premiums. As a percentage of gross premiums earned, ceded premiums were 5.7% for the first six months of 2023 compared to 3.7% in the same period of 2022. Ceded premiums increased as we purchased higher levels of reinsurance coverage at generally higher prices in 2023. For additional information, see Item 1, “Business—Reinsurance” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Net Premiums Earned. Net premiums earned for the six months ended June 30, 2023 were $134.8 million, compared to $137.8 million for the same period in 2022, a decrease of 2.2%. The decrease was primarily attributable to the decrease in net premiums written during the period.

Net Investment Income. Net investment income for the first six months of 2023 was $15.2 million, compared to $12.6 million for the same period in 2022, an increase of 20.3%. The increase was due to higher investment yields on fixed income securities and cash balances. Average invested assets, including cash and cash equivalents were $962.6 million in the six months ended June 30, 2023 compared to an average of $1,068.6 million in the same period in 2022, a decrease of 9.9%. The pre-tax investment yield on our investment portfolio was 3.2% per annum during the six months ended June 30, 2023 compared to 2.4% per annum for the same period in 2022. The tax-equivalent yield on our investment portfolio was 3.6% per annum for the first six months of 2023 compared to 2.9% in the same period in 2022. The tax-equivalent yield is calculated using the effective interest rate and the appropriate marginal tax rate.

Net Realized Gains (Losses) on Investments. Net realized gains on investments for the six months ended June 30, 2023 were $0.3 million compared to net realized gains of $1.8 million for the same period in 2022. Net realized gains in the first six months of 2023 were attributable to sales of equity and fixed maturity securities classified as available-for-sale. Net realized gains in the first six months of 2022 were attributable to sales of equity and fixed maturity securities classified as available-for-sale.

Net Unrealized Gains (Losses) on Equity Securities. The market value of our equity securities increased by $3.4 million for the six months ended June 30, 2023 compared to a decrease of $8.9 million for the same period in 2022.

Loss and Loss Adjustment Expenses Incurred. Loss and LAE incurred totaled $74.7 million for the six months ended June 30, 2023, compared to $78.1 million for the same period in 2022, a decrease of $3.4 million, or 4.4%. The current accident year loss and LAE incurred were $95.7 million compared to $97.9 million for the same period in 2022. Our loss and LAE ratio for accident year 2023 is estimated at 71.0% of net premiums earned, consistent with the estimate initially set for accident year 2022, and is based on long-term claim frequency and severity trends, as well as medical inflation. We recorded favorable prior accident year development of $21.0 million in the first six months of 2023, compared to favorable prior accident year development of $19.8 million in the same period of 2022, as further discussed below in “Prior Year Development.” Our net loss ratio was 55.4% in the first six months of 2023, compared to 56.6% for the same period of 2022.

Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits. Underwriting and certain other operating costs, commissions and salaries and benefits for the six months ended June 30, 2023 were $37.0 million, compared to $35.0 million for the same period in 2022, an increase of 5.5%. This increase was primarily due to an increase in insurance related assessments of $3.2 million, a $1.2 million increase in professional fees, and a $1.0 million increase in commission expense. The increase in insurance related assessments included a benefit of $3.8 million in 2022 due to a return of assessments from the Minnesota Workers’ Compensation Reinsurance Association. Partially offsetting these amounts was an increase of $3.2 million in profit sharing reinsurance commission. Our expense ratio was 27.4% in the first six months of 2023 compared to 25.4% for the same period of 2022.

Income Tax Expense. Income tax expense for the six months ended June 30, 2023 was $8.1 million, compared to $5.1 million for the same period in 2022. The effective tax rate for the Company increased to 19.8% for the six months ended June 30, 2023 from 17.8% for the six months ended June 30, 2022. The increase in the effective tax rate is due to a lower proportion of income from tax-exempt investments for the six months ended June 30, 2023 compared with the six months ended June 30, 2022.

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 $20.7 million for the six months ended June 30, 2023, which represented a $4.2 million decrease from $25.0 million in net cash provided by operating activities for the six months ended June 30, 2022. This decrease in operating cash flow was due to a $11.6 million decrease in premium collections, a $5.9 million increase in underwriting and other expenses paid and a $4.5 million increase in federal taxes paid. Offsetting these amounts were a $11.9 million increase in reinsurance recoveries, a $4.6 million decrease in loss and loss adjustment expenses paid, a $0.7 million increase in net investment income, and a $0.5 million decrease in dividends paid to policyholders.

Net cash used in investing activities was $34.3 million for the six months ended June 30, 2023, compared to net cash provided by investment activities of $7.3 million for the same period in 2022. Cash provided by sales and maturities of investments totaled $59.7 million for the six months ended June 30, 2023, compared to $121.0 million for the same period in 2022. A total of $94.0 million in cash was used to purchase investments in the six months ended June 30, 2023, compared to $112.7 million in purchases for the same period in 2022.

Net cash used in financing activities in the six months ended June 30, 2023 was $13.9 million compared to net cash used in financing activities of $17.7 million for the same period in 2022. In the six months ended June 30, 2023, $13.1 million of cash was used for dividends paid to shareholders compared to $12.0 million in the same period of 2022. Share-based compensation related payroll tax withholding was $0.8 million in the six months ended June 30, 2023 compared to none in the same period in 2022. In the six months ended June 30, 2023, there were no repurchases of outstanding shares of our common stock compared to $5.7 million for the same period in 2022.

Investment Portfolio

Our investment portfolio, including cash and cash equivalents, totaled $962.7 million at June 30, 2023, an increase of 1.3% from December 31, 2022. Purchases of fixed maturity securities are classified as available-for-sale or held-to-maturity at the time of purchase based on the individual security. The Company has the ability and positive intent to hold certain investments until maturity. Therefore, fixed maturity securities classified as held-to-maturity, as defined by FASB ASC Topic 320, Investments-Debt and Equity Securities, are recorded at amortized cost net of allowance for credit losses. Our equity securities and fixed maturity securities classified as available-for-sale are reported at fair value.

The composition of our investment portfolio, including cash and cash equivalents, as of June 30, 2023, is shown in the following table:


	Carrying Amount		Percentage of Portfolio
	(in thousands)
Fixed maturity securities—held-to-maturity:
States and political subdivisions	$	408,738		42.5	%
Corporate bonds		52,969		5.4	%
U.S. agency-based mortgage-backed securities		3,499		0.4	%
U.S. Treasury securities and obligations of U.S. government agencies		11,143		1.2	%
Asset-backed securities		52		—
Total fixed maturity securities—held-to-maturity		476,401		49.5	%
Fixed maturity securities—available-for-sale:
States and political subdivisions		147,916		15.4	%
Corporate bonds		173,127		18.0	%
U.S. agency-based mortgage-backed securities		5,062		0.5	%
U.S. Treasury securities and obligations of U.S. government agencies		14,279		1.5	%
Total fixed maturity securities—available-for-sale		340,384		35.4	%
Equity securities		65,405		6.8	%
Short-term investments		46,540		4.8	%
Cash and cash equivalents		33,922		3.5	%
Total investments, including cash and cash equivalents	$	962,652		100.0	%

Our debt 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 that are not credit related are recorded to Accumulated Other Comprehensive Income (Loss). Any available-for-sale credit related losses would be recognized as a credit loss allowance on the balance sheet with a corresponding adjustment to earnings, limited by the amount that the fair value is less than the amortized cost basis. Both the credit loss allowance and adjustment to net income can be reversed if conditions change.

For our debt securities classified as held-to-maturity, non-credit related unrecognized gains and losses are not recorded in the financial statements until realized. Effective upon the adoption of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses, management is required to estimate held-to-maturity expected credit related losses and recognize a credit loss allowance on the balance sheet with a corresponding adjustment to earnings. Any adjustments to the estimated expected credit related losses are recognized through earnings and adjustments to the credit loss allowance.

Prior Year Development

The Company recorded favorable prior accident year development of $10.9 million in the three months ended June 30, 2023. The table below sets forth the favorable development for the three and six months ended June 30, 2023 and 2022 for accident years 2018 through 2022 and, collectively, for all accident years prior to 2018.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
	(in millions)
Accident Year
2022	$	—	$	—	$	—	$	—
2021		1.5		—		1.5		—
2020		1.2		2.1		2.7		2.1
2019		3.5		2.4		6.0		6.1
2018		2.2		1.4		2.3		4.3
Prior to 2018		2.5		3.7		8.5		7.3
Total net development	$	10.9	$	9.6	$	21.0	$	19.8

The table below sets forth the number of open claims as of June 30, 2023 and 2022, and the number of claims reported and closed during the three and six months then ended.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Open claims at beginning of period		4,307			4,409			4,275			4,594
Claims reported		954			1,001			1,938			1,994
Claims closed		(1,101	)		(975	)		(2,053	)		(2,153	)
Open claims at end of period		4,160			4,435			4,160			4,435

The number of open claims at June 30, 2023 decreased by 275 claims as compared to the number of open claims at June 30, 2022. At June 30, 2023, our incurred amounts for certain accident years, particularly 2018 through 2021, developed more favorably than management previously expected. The revisions to the Company’s reserves reflect new information gained by claims adjusters in the normal course of adjusting claims and is reflected in the financial statements when the information becomes available. It is typical for more serious claims to take several years or longer to settle and the Company continually revises estimates as more information about claimants’ medical conditions and potential disability becomes known and the claims get closer to being settled. Multiple factors can cause both favorable and unfavorable loss development. The favorable loss development we experienced across accident years was largely due to favorable case reserve development from closed claims and claims where the worker had reached maximum medical improvement.

The assumptions we used in establishing our reserves were based on our historical claims data. However, as of June 30, 2023, actual results for certain accident years have been better than our assumptions would have predicted. We do not presently intend to modify our assumptions for establishing reserves in light of recent results. However, if actual results for current and future accident years are consistent with, or different than, our results in these recent accident years, our historical claims data will reflect this change and, over time, will impact the reserves we establish for future claims.

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, 2022.

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, 2022, 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, 2022.

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 specified by the SEC. We note that the design of any system of controls is based in part upon certain 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 2016, the Board reauthorized this program with no expiration date. As of June 30, 2023, we had repurchased a total of 1,522,699 shares of our outstanding common stock for $34.8 million. There were no shares repurchased during the six months ended June 30, 2023. During the six months ended June 30, 2022, there were 121,592 shares repurchased at a total cost (including commission) of $5.7 million, or an average price (including commission) of $46.88 per share. The Company had $12.6 million available for future purchases at June 30, 2023 under this program. The purchases may be effected 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.

Item 5. Other Information.

None of the Company's directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2023.

Item 6. Exhibits.


Exhibit No.		Description

10.1		Employment Agreement, effective as of July 24, 2023, between the Company and Ray Wise

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

31.2		Certification of Anastasios Omiridis filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of G. Janelle Frost and Anastasios Omiridis 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 – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

July 28, 2023		/s/ G. Janelle Frost
		G. Janelle Frost
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

July 28, 2023		/s/ Anastasios Omiridis
		Anastasios Omiridis
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-10.1 2 amsf-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

This Executive Officer Employment Agreement (this “Agreement”) is being entered into as of June 30, 2023 but effective as of July 24, 2023 (the “Effective Date”) by and between AMERISAFE, Inc., a Texas corporation with its principal place of business in DeRidder, Louisiana (the “Company”) and Ray Wise, a competent individual of the lawful age of majority (the “Employee”).

WITNESSETH:

WHEREAS, Employee desires to induce the Company to continue to employ him and Employee desires to continue to engage in an employment relationship with the Company and the Company desires to induce Employee to continue his 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:

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 he 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, 2026; 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. 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 his 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 his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of the Company.

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.

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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 he 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 he 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 his 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.

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 Three Hundred Seventy-Five Thousand and No/100s Dollars ($375,000) (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.

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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 25 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 300 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.

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 he 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.

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“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 he 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 he 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 he 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.

(g)

The obligations of the Employee under this Section 8 do not prevent you from providing information to government authorities regarding possible legal violations without prior notice to the Company, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, engage in any future activities protected under the whistleblower statutes administered by any government agency (e.g., EEOC, NLRB, SEC, etc.) or to receive and fully retain a monetary award from a government administered whistleblower award program for providing information directly to a government agency.

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 his duties or the essential functions of his 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);

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(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 his 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 his 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)

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NAI-1500798701v1

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. 2022 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 his 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.

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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 his 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 he will be granted access to and will be provided confidential, business and proprietary information and trade secrets of the Company and that he 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 he 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.

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(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 he 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 non-solicitation 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 his 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.

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(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.

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(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 his job position, he 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 his 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 his 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 his 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 his 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.

{N2956879.2} - 10

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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 his choice regarding this Agreement and to have an attorney or advisor review and advise Employee with respect to this Agreement prior to his entering into this Agreement. Employee further acknowledges that he has carefully read this entire Agreement and understands the nature and extent of the rights and obligations created by this Agreement and that he 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]

{N2956879.2} - 11

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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/ Ray Wise,
	Ray Wise

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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.

{N2956879.2} - 13

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EX-31.1 3 amsf-ex31_1.htm EX-31.1 EX-31.1

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.


Date: July 28, 2023		/s/ G. Janelle Frost
		G. Janelle Frost
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2 4 amsf-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Anastasios Omiridis, 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.


Date: July 28, 2023		/s/ Anastasios Omiridis
		Anastasios Omiridis
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-32.1 5 amsf-ex32_1.htm EX-32.1 EX-32.1

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 June 30, 2023, 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: July 28, 2023		/s/ G. Janelle Frost
		G. Janelle Frost
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ Anastasios Omiridis
		Anastasios Omiridis
		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.