8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 28, 2006

AMERISAFE, INC.

(Exact Name of Registrant as Specified in Charter)

Texas	000-51520	75-2069407
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

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

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

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On February 28, 2006, AMERISAFE, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2005. A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

     See Item 2.02. Results of Operations and Financial Condition.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit No.	Description
99.1	AMERISAFE, Inc. press release, dated February 28, 2006

2

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 hereunto duly authorized.

AMERISAFE, INC.
By:	/s/ Geoffrey R. Banta
	Geoffrey R. Banta
	Executive Vice President and Chief Financial Officer

Date: February 28, 2006

EX-99.1

Exhibit 99.1

  FOR IMMEDIATE RELEASE

NEWS RELEASE
Contacts:Geoff Banta, EVP & CFO
	AMERISAFE, Inc.
	337-463-9052
	Ken Dennard, Managing Partner
	Karen Roan, Sr.VP
	DRG&E / 713-529-6600

AMERISAFE ANNOUNCES 2005 FOURTH
QUARTER AND YEAR END RESULTS

     DeRidder, LA — February 28, 2006 — AMERISAFE, Inc. (Nasdaq: AMSF) today announced results for the fourth quarter and year ended December 31, 2005.

     Gross written premiums in the fourth quarter were $59.7 million, an increase of 17.7% over gross written premiums of $50.7 million in the 2004 fourth quarter. Fourth quarter revenues were $73.2 million, a 9.3% increase over revenues of $67.0 million in the prior year period. Investment income increased to $4.9 million in the fourth quarter, compared to $3.6 million in the same period last year. Net income in the fourth quarter was $5.4 million compared to net income of $3.8 million in the 2004 fourth quarter, an increase of 41.8%.

     In 2005, gross written premiums were $290.9 million compared to $265.0 million in 2004, an increase of $25.9 million or 9.8%. For the full year, revenues were $276.3 million, a $27.3 million or 11.0% increase over 2004 revenues. Net investment income for 2005 was $16.9 million, a 38.2% increase over net investment income of $12.2 million in 2004. Net income of $5.9 million was reported for 2005 compared to net income of $10.6 million in the prior year. In the first half of 2005, AMERISAFE recorded pre-tax loss and loss adjustment expenses (LAE) of $8.7 million for claims occurring in prior years, and $13.2 million relating to the commutation of reinsurance contracts with Converium Reinsurance (North America). In 2004, AMERISAFE recorded pre-tax loss and LAE of $13.4 million for claims occurring in prior years.

     In anticipation of its initial public offering, AMERISAFE effected a 72-for-one reverse stock split effective as of October 27, 2005, reducing the number of then-outstanding shares of common stock to 299,774 shares. On November 23, 2005, AMERISAFE completed its initial public offering, issuing 8.0 million shares of its common stock at $9.00 per share. Upon completion of the IPO, holders of AMERISAFE’s Series A preferred stock exchanged the outstanding shares of this series of preferred stock for 9.1 million shares of common stock. As a result of the exchange of Series A preferred stock for shares of our common stock, under the terms of our articles of incorporation, holders of our outstanding convertible preferred stock are no longer entitled to receive dividends. At December 31, 2005, there were 17.4 million shares of common stock outstanding.

     In the fourth quarter of 2005, diluted earnings per share allocable to common shareholders were $0.39, compared to $3.83 in the same period of 2004. Weighted average diluted shares outstanding for the fourth quarter of 2005 were 7,699,752 shares compared to 299,774 shares in the fourth quarter of 2004. For the full year, diluted earnings per share allocable to common shareholders were $(1.25), compared to $2.14 in 2004. Weighted average diluted shares outstanding for 2005 were 2,129,492 shares compared to 255,280 shares in 2004. Diluted EPS allocable to common shareholders include the effects of preferred stock dividends of $1.5 million and $2.3 million in the fourth quarter ended December 31, 2005 and 2004 and $8.6 million and $9.8 million for the years ended December 31, 2005 and 2004. As noted above, AMERISAFE’s obligation to pay preferred stock dividends terminated upon completion of the initial public offering. The issuance of 17.1 million shares of common stock in November 2005 (and the resulting calculation of weighted average shares outstanding) and the elimination of the obligation to pay preferred stock dividends will impact period-to-period comparisons of our reported earnings per share in the next four quarters.

Outlook

     Allen Bradley, AMERISAFE’s Chairman, President and Chief Executive Officer, said: “During 2005 we took significant steps to support our future growth by reducing our reinsurance recoverables, strengthening our loss reserves, improving our balance sheet and completing our initial public offering. At the same time, we continued to increase revenues and cash flow in 2005. Based on these accomplishments, A.M. Best affirmed our financial strength rating of A- (Excellent) in the fourth quarter.”

2

     Presently, the Company expects gross premiums written in 2006 of between $317 million and $325 million, a combined ratio of less than 96%, and a return on average equity of approximately 15%. AMERISAFE calculates return on average equity by dividing net income by the average of shareholders’ equity plus redeemable preferred stock.

Conference Call Information

     AMERISAFE has scheduled a conference call for Tuesday, February 28, 2006, at 10:00 a.m. Eastern Time. To participate in the conference call dial 303-262-2141 at least 10 minutes before the call begins and ask for the AMERISAFE conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible through March 14, 2006. To access the replay, dial 303-590-3000 and use the pass code 11051103.

     Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting http://www.amerisafe.com. To listen to the live call on the web, please visit the website at least fifteen minutes before the call begins to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call and will remain available for approximately 60 days at http://www.amerisafe.com.

About AMERISAFE

     AMERISAFE, Inc. is a specialty provider of workers’ compensation insurance focused on small to mid-sized employers engaged in hazardous industries, principally construction, trucking, logging, agriculture, oil and gas, maritime and sawmills. AMERISAFE actively markets workers’ compensation insurance in 27 states and the District of Columbia.

     Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” anticipate,” “expect,” estimate,” or similar words are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding AMERISAFE’s plans and performance. These statements are based on management’s estimates, assumptions and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from the results expressed or implied in these statements as the results of risks, uncertainties and other factors including, but not limited to, the factors set forth in the Company’s filings with the Securities and Exchange Commission, including AMERISAFE’s prospectus, dated November 17, 2005. AMERISAFE cautions you not to place undue reliance on the forward-looking statements contained in this release. AMERISAFE does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

3

AMERISAFE, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(in thousands, except per share amounts)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
	(unaudited)						(unaudited)
Revenues:
Gross premiums written	$	59,709		$	50,714		$	290,891		$	264,962
Ceded premiums written		(6,611	)		(5,851	)		(21,541	)		(21,541	)
Net premiums written	$	53,098		$	44,863		$	269,350		$	243,011
Net premiums earned	$	67,198		$	62,316		$	256,568		$	234,733
Net investment income		4,897			3,558			16,882			12,217
Net realized gains on investments		935			878			2,272			1,421
Fee and other income		135			198			561			589
Total revenues		73,165			66,950			276,283			248,960
Expenses:
Loss and loss adjustment expenses incurred		48,431			45,882			204,056			174,186
Underwriting and other operating costs		16,969			15,129			63,384			58,181
Interest expense		782			585			2,844			1,799
Policyholder dividends		(447	)		178			4			1,108
Total expenses		65,735			61,774			270,288			235,274
Income before taxes		7,430			5,176			5,995			13,686
Income tax expense		2,025			1,365			65			3,129
Net income		5,405			3,811			5,930			10,557
Preferred dividends		(1,451	)		(2,300	)		(8,593	)		(9,781	)
Net income (loss) available to common shareholders	$	3,954		$	1,511		$	(2,663	)	$	776

AMERISAFE, INC. AND SUBSIDIARIES
Consolidated Statements of Income (cont.)
(in thousands, except per share amounts)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
	(unaudited)						(unaudited)
Basic EPS:
Net income (loss) available to common shareholders	$	3,954		$	1,511		$	(2,663	)	$	776
Portion allocable to common shareholders		75.7	%		75.9	%		100.0	%		70.2	%
Net income (loss) allocable to common shareholders	$	2,992		$	1,147		$	(2,663	)	$	545
Basic weighted average common shares		7,558,980			299,774			2,129,492			225,367
Basic earnings (loss) per share	$	0.40		$	3.83		$	(1.25	)	$	2.42
Diluted EPS:
Net income (loss) allocable to common shareholders	$	2,992		$	1,147		$	(2,663	)	$	545
Diluted weighted average common shares:
Weighted average common shares		7,558,980			299,774			2,129,492			225,367
Stock options		140,772			—			—			—
Warrants		—			—			—			29,913
Diluted weighted average common shares		7,699,752			299,774			2,129,492			255,280
Diluted earnings (loss) per common share	$	0.39		$	3.83		$	(1.25	)	$	2.14

AMERISAFE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)

	December 31,
	2005		2004
	(unaudited)
Assets
Investments	$	533,618	$	364,868
Cash and cash equivalents		49,286		25,421
Amounts recoverable from reinsurers		122,562		198,977
Premiums receivable, net		123,934		114,141
Deferred income taxes		22,413		15,624
Deferred policy acquisition costs		16,973		12,044
Deferred charges		3,182		3,054
Other assets		20,352		20,058
	$	892,320	$	754,187
Liabilities, redeemable preferred stock and shareholders’ equity (deficit)
Liabilities:
Reserves for loss and loss adjustment expenses	$	484,485	$	432,880
Unearned premiums		124,524		111,741
Insurance-related assessments		35,135		29,876
Subordinated debt securities		36,090		36,090
Other liabilities		64,740		54,546
Redeemable preferred stock		50,000		131,916
Total shareholders’ equity (deficit)		97,346		(42,862	)
Total liabilities, redeemable preferred stock and shareholders’ equity (deficit)	$	892,320	$	754,187

AMERISAFE, INC. AND SUBSIDIARIES
Selected Insurance Ratios

	Three Months Ended						Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
	(unaudited)						(unaudited)
Current accident year loss ratio (1)		72.1	%		75.6	%		71.0	%		68.5	%
Prior accident year loss ratio (2)		0.0	%		(2.0	)%		8.5	%		5.7	%
Net loss ratio		72.1	%		73.6	%		79.5	%		74.2	%
Net underwriting expense ratio (3)		25.3	%		24.3	%		24.7	%		24.8	%
Net dividend ratio (4)		(0.7	)%		0.3	%		0.0	%		0.5	%
Net combined ratio (5)		96.7	%		98.2	%		104.2	%		99.5	%

(1)	The current accident year loss ratio is calculated by dividing loss and loss adjustment expenses incurred for the current accident year by the current year’s net premiums earned.
(2)	The prior accident year loss ratio is calculated by dividing the change in loss and loss adjustment expenses incurred for prior accident years by the current year’s net premiums earned.
(3)	The net underwriting expense ratio is calculated by dividing underwriting and certain other operating costs, commissions and salaries and benefits by the current year’s net premiums earned.
(4)	The net dividend ratio is calculated by dividing policyholder dividends by the current year’s net premiums earned.
(5)	The net combined ratio is the sum of the net loss ratio, the net underwriting expense ratio and the net dividend ratio.