UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported):
Conifer Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
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(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
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(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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. ☐
Item 7.01 Regulation FD Disclosure.
On August 11, 2022 Conifer Holdings, Inc. (the “Company”) presented additional background information on the Company and on its strategic plan (the “Investor Presentation”) on its conference call/webcast to discuss results for the second quarter ended June 30, 2022. A copy of the Investor Presentation, which is available on the Company’s website at www.CNFRH.com under the tab “Investors,” is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information in this Item 7.01 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits. |
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Exhibit 99.1 |
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Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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Conifer Holdings Inc. |
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Date: August 12, 2022 |
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By: |
/s/ BRIAN J. RONEY |
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Brian J. Roney |
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President |
Nasdaq: CNFR Fulfilling the Unique Needs of Specialty Insurance Markets as a Long-Term Partner Q2 2022 Investor Conference Call August 11, 2022 Exhibit 99.1
Safe Harbor Statement 2
Conifer Holdings, Inc. provides niche market insurance programs through Conifer Insurance Company and White Pine Insurance Company on both an admitted and E&S basis. Conifer’s Infrastructure 3
Q2 2022 Highlights Top Line Growth in Both Commercial and Personal Lines GWP Q2 2022: $37M +7.0% over Q2 2021 Achieving rate across many lines Focus is on expanding profitable core premium Personal Lines Growth in Profitable Programs GWP Q2 2022: $5M +32.4% over Q2 2021 Q2 2022 Combined Ratio: 106.1% Low-value dwelling product performance demonstrating consistent profitability Book Value of $1.75 per share Shareholders’ equity of $17.0M Does not include $19.5M of DTA ($2.01 per share) Total adjusted book value of $3.76 as of quarter ended June 30, 2022 Strategic Initiatives Continue to Drive Growth 4
Investment Thesis Focused Expertise in Niche Specialty Insurance Markets Operating Strategy 2 Attractive Entry Point Valuation Based on Operating Trajectory 3 1 5
Our Lines Of Business Commercial Personal Gross Written Premium for Q2 2022: $37 Million, up 7.0% YoY 6
Example: Restaurants, Bars and Taverns Conifer has had ties to the Hospitality Industry since the late 1980s, providing coverage and peace of mind for proprietors. Experts in Niche Markets Commercial Lines 7
Focus on classes where we have deep underwriting knowledge and experience Partner with retail and select wholesale agencies and retain underwriting authority in-house: Underwriting teams have established strong relationships with retail and wholesale specialists in these lines of business. With agents who specialize in our unique classes, we remain closer to our insureds and underwrite a stronger account / risk profile overall. A hallmark of our success has always been tight agent relationships that generate high account retention: Commercial retention in the quarter was over 90%. High account retention allows us to selectively grow market share where we see the best pricing and profitability. Leverage ability to write on E&S and admitted paper for rate and form flexibility: Our markets continue firming, and we are seeing rate increases in our specialty markets – Including increasing rate especially Excess & Surplus lines. Maintain low limits as much as possible: vast majority of property TIV is under $1M Also, we are seeing opportunities for additional market share movement in our space Continuing to emphasize specialty business, our premium mix remains firmly dedicated to Commercial Lines with 85.7% Specialty Commercial and 14.3% Personal Lines for Q2 2022. Commercial Lines Focus: Disciplined, Quality Underwriting 8
Commercial Lines represented roughly 86% of the premium written in Q2 2022 Sustained expansion of Michigan state premium and market share Conifer continues to write Commercial Lines in all 50 states Commercial Lines 9
Underwriting teams have established strong relationships with retail and wholesale specialists in low value dwelling markets Leverage ability to write on E&S and admitted paper, where possible, for rate and form flexibility Utilize technology to appropriately price our property risks Maintain competitive advantage in ease of use for agency portal and submission/bind process Cloud-based agency portal system with strong data mining and predictive outcome capabilities Maintain rate and underwriting discipline regardless of market cycles 10 Personal Lines Focus: Niche Specialty Homeowners Products
$4.0M $5.3M MILLIONS Gross Written Premium Personal Lines production was approximately 14% of total premium in Q2 2022 Growth in low-value dwelling segment with Oklahoma as largest state Q2 2022 Combined Ratio for Personal Lines: 106.1% +32.4% Personal Lines 11
12 12 Claims Management *open claims as of June 30, 2022 31% Decrease All Open Claims Open QSR Claims 75% Decrease
Operating Strategy Attractive Entry Point Valuation Based on Operating Trajectory Focused Expertise in Niche Specialty Insurance Markets 2 3 1 Investment Thesis 13
Strategic Initiatives: Progress to Date Focusing on most profitable specialty commercial and personal lines Significant Rate Increases Infrastructure in place to handle anticipated growth Reducing exposure to underperforming markets and geographies Expense management showing results Expansion in select specialty markets and reliable geographic venues Rate contributed significantly to Q2 2022 premium growth Emphasis on achieving appropriate scale Substantial decrease in number of open claims leads to more predictable loss-cost predictions in future periods Expense ratio 39.0% for Q2 2022 14
Q2 2022 Results Overview Gross Written Premium: GWP was $37.4M in Q2 2022 Commercial Lines GWP increased approximately 4% over Q2 2021 Commercial Lines accident year combined ratio was 89.1% for the three months Personal Lines GWP increased 32.4% over Q2 2021, in historically profitable business lines Personal Lines accident year combined ratio was 99.1% for the three months Overall GWP increase of 7.0% from Q2 2021 Net Earned Premium: NEP was $24.6M in Q2 2022, essentially unchanged from the prior year period Personal Lines NEP grew 43.1% year over year to $3.8M for Q2 2022 Commercial Lines NEP was $20.8M for the quarter, down 6.3% year over year 15
Continued focus on disciplined underwriting in our most profitable specialty lines of business Personal Lines combined ratio was 106.1% for Q2 2022 Accident Year combined ratio for Personal Lines was 99.1% for the quarter Commercial Lines combined ratio was 133.5% for Q2 2022 Due in large part to the Company’s efforts to strengthen its reserves in specific, deemphasized lines of business Since 2018, significant re-underwriting has taken place in the quick service restaurant (QSR) book, eliminating poor performers and geographies QSR premiums are down more than 95% from peak, refined to core performing book 86% of total premiums in Q2 2022 were from core specialty commercial business in historically profitable lines and geographies Continued growth expected to come from small business and low-value dwelling programs for the remainder of 2022 and beyond Q2 2022 Results Overview Combined Ratio 113.2% 129.2% 16
Debt Security Portfolio Allocation Net Investment Income for Q2 2022: $564,000 Highly liquid portfolio of investment grade debt securities Total cash & investment securities of $161.3M at June 30, 2022: Average duration: 3.5 years Average tax-equivalent yield: ~1.7% Average credit quality: AA+ Q2 2022 Investment Portfolio 17
Investment Thesis 18
Why Conifer 19
Aligned and Experienced Management Team Insiders own over 72% of outstanding stock 20
Contact: Jessica Gulis (248) 559-0840 [email protected] Appendix Income Statement Balance Sheet Summary Financial Information Adjusted Operating EPS 21
Net loss of $8.4 million, or $0.86 per share, based on 9.7 million average shares outstanding For Q2 2022, adjusted operating loss was $7.3 million, or $0.75 per share Q2 2022 Income Statement 22
Shareholders’ equity of $17.0 million – book value of $1.75 a share $1.80 per share, inclusive of Board-raised equity subsequent to quarter end $2.01 per share full valuation allowance against deferred tax assets not reflected in book value Total adjusted book value of $3.76 as of quarter ended June 30, 2022 June 30, 2022 Balance Sheet 23
Summary Financial Information 24
Definitions of Non-GAAP Measures Conifer prepares its public financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners' (NAIC) Accounting Practices and Procedures Manual, and therefore is not reconciled to GAAP data. We believe that investors’ understanding of Conifer’s performance is enhanced by our disclosure of adjusted operating income. Our method for calculating this measure may differ from that used by other companies and therefore comparability may be limited. We define adjusted operating income (loss), a non-GAAP measure, as net income (loss) excluding net realized investment gains and losses, and other gains and losses, after-tax, and excluding the tax impact of changes in unrealized gains and losses. Beginning in 2018, the change in fair value of equity securities, net of tax, and the deferred gain on losses ceded to the ADC are also excluded from net income to arrive at adjusted operating income. We use adjusted operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Adjusted Operating Income 25