8-K
Presurance Holdings, Inc. (PRHI)
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): May 14, 2025
Conifer Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
| Michigan | 001-37536 | 27-1298795 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
3001 West Big Beaver, Suite 319
Troy, MI 48084
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (248) 559-0840
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, no par value | CNFR | The Nasdaq Stock Market LLC |
| 9.75% Senior Notes due 2028 | CNFRZ | The Nasdaq Stock Market LLC |
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 2.02. Results of Operations and Financial Condition.
On May 14, 2025, Conifer Holdings, Inc. (the "Company") publicly announced results for the first quarter of 2025. A copy of the Company's news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 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.
| Item 9.01. Financial Statements and Exhibits. | |
|---|---|
| Exhibit 99.1 | Press Release dated May 14, 2025 |
| 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.
| Conifer Holdings Inc. | ||
|---|---|---|
| Date: May 14, 2025 | By: | /s/ BRIAN J. RONEY |
| Brian J. Roney | ||
| Chief Executive Officer |
EX-99.1
News Release
For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com
Conifer Holdings Reports 2025 First Quarter Financial Results
Troy, MI, May 14, 2025 – Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced results for the first quarter ended March 31, 2025.
First Quarter 2025 Financial Highlights
- Personal Lines production was up 22% for the period
- Net income allocable to common shareholders of $522,000, or $0.04 per share
- Book value increased to $2.09 per common share outstanding
Management Comments
Brian Roney, CEO of Conifer, commented, "While we were pleased to see continued growth in our Personal lines production, overall, Conifer had an up and down quarter, netting to a small gain. Of note for the period, book value did increase, but largely due to GAAP treatment of an expected earn-out payment”.
Conifer Holdings, Inc. Page 2
May 13, 2025
2025 First Quarter Financial Results Overview
| At and for the<br>Three Months Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | %<br>Change | |||||||
| (dollars in thousands, except share and per share amounts) | |||||||||
| Gross written premiums | $ | 16,173 | $ | 24,313 | -33.5 | % | |||
| Net written premiums | 10,840 | 15,391 | -29.6 | % | |||||
| Net earned premiums | 10,315 | 16,887 | -38.9 | % | |||||
| Net investment income | 1,289 | 1,546 | -16.6 | % | |||||
| Net realized investment<br>gains (losses) | 3 | - | ** | ||||||
| Change in fair value of equity securities | (192 | ) | 43 | ** | |||||
| Net income (loss) allocable to common shareholders | 522 | 74 | |||||||
| Net income (loss) allocable to common shareholders<br>per share, diluted | $ | 0.04 | $ | 0.01 | |||||
| Adjusted operating income<br>(loss)* | (3,684 | ) | 1,314 | ||||||
| Adjusted operating income (loss) per share,<br>diluted* | $ | (0.30 | ) | $ | 0.11 | ||||
| Book value per common<br>share outstanding | $ | 2.09 | $ | 0.21 | |||||
| Weighted average shares outstanding, basic and<br>diluted | 12,222,881 | 12,222,881 | |||||||
| Underwriting ratios: | |||||||||
| Loss ratio (1) | 89.7 | % | 62.0 | % | |||||
| Expense ratio (2) | 50.8 | % | 34.7 | % | |||||
| Combined ratio (3) | 140.5 | % | 96.7 | % |
2025 First Quarter Gross Written Premium
Gross written premiums decreased 33.5% in the first quarter of 2025 to $16.2 million, compared to
$24.3 million in the prior year period. This decrease reflects the Company’s strategic shift away from Commercial Lines premium following the sale of our agency group in 2024.
Conifer Holdings, Inc. Page 3
May 13, 2025
Commercial Lines Financial and Operational Review
| Three Months Ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | |||||||
| (dollars in thousands) | |||||||||
| Gross written premiums | $ | 2,047 | $ | 12,762 | -84.0 | % | |||
| Net written premiums | (1,604 | ) | 8,287 | 119.4 | % | ||||
| Net earned premiums | 1,331 | 8,797 | -84.9 | % | |||||
| Underwriting ratios: | |||||||||
| Loss ratio | 113.1 | % | 76.5 | % | |||||
| Expense ratio | 25.3 | % | 32.7 | % | |||||
| Combined ratio | 138.4 | % | 109.2 | % | |||||
| Contribution to combined<br> ratio from net (favorable)<br> adverse prior year<br> development | -46.6 | % | 0.5 | % | |||||
| Accident year combined<br> ratio (1) | 185.0 | % | 108.7 | % | |||||
| (1) The accident year combined ratio is the sum of the loss ratio and the expense ratio, less changes in net ultimate loss estimates from prior accident year loss reserves. The accident year combined ratio provides management with an assessment of the specific policy year's profitability and assists management in their evaluation of product pricing levels and quality of business written. |
The Company’s commercial lines of business represented 12.6% of total gross written premium in the first quarter of 2025. As noted above, premium decreased considerably year over year as Conifer continued to focus its underwriting efforts on Personal Lines business, notably our homeowner’s insurance portfolio in Texas and the Midwest.
Conifer Holdings, Inc. Page 4
May 13, 2025
Personal Lines Financial and Operational Review
| Three Months Ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | |||||||
| (dollars in thousands) | |||||||||
| Gross written premiums | $ | 2,047 | $ | 12,762 | -84.0 | % | |||
| Net written premiums | (1,604 | ) | 8,287 | -119.4 | % | ||||
| Net earned premiums | 1,331 | 8,797 | -84.9 | % | |||||
| Underwriting ratios: | |||||||||
| Loss ratio | 113.1 | % | 76.5 | % | |||||
| Expense ratio | 25.3 | % | 32.7 | % | |||||
| Combined ratio | 138.4 | % | 109.2 | % | |||||
| Contribution to combined<br> ratio from net (favorable)<br> adverse prior year<br> development | -46.6 | % | 0.5 | % | |||||
| Accident year combined<br> ratio | 185.0 | % | 108.7 | % |
Personal lines, representing 87.4% of total gross written premium for the quarter, consists primarily of low-value dwelling homeowner’s insurance in Texas and the Midwest.
Personal lines gross written premium increased 22.3% from the prior year period to $14.1 million for the first quarter of 2025, led by growth in the Company’s low-value dwelling line of business in Texas.
For the quarter, the loss ratio was impacted by ordinary seasonal storms, largely in Texas. As per the expected norm, we believe that the loss ratio should moderate as the year progresses.
Combined Ratio Analysis
| Three Months Ended<br>December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Underwriting ratios: | ||||||
| Loss ratio | 89.7 | % | 62.0 | % | ||
| Expense ratio | 50.8 | % | 34.7 | % | ||
| Combined ratio | 140.5 | % | 96.7 | % | ||
| Contribution to combined ratio from net (favorable) | ||||||
| adverse prior year development | 1.4 | % | (2.7 | )% | ||
| Accident year combined ratio | 139.1 | % | 99.4 | % |
Conifer Holdings, Inc. Page 5
May 13, 2025
Net Investment Income
Net investment income was $1.3 million for the quarter ended March 31, 2025, compared to
$1.5 million in the prior year period.
Change in Fair Value of Equity Securities
During the quarter, the Company reported a loss from the change in fair value of equity investments of $192,000, compared to a $43,000 gain in the prior year period.
Net Income (Loss) allocable to common shareholders
The Company reported net income allocable to common shareholders of $522,000, or $0.04 per share, for the first quarter of 2025.
Adjusted Operating Income (Loss)
There was an adjusted operating loss of $3.7 million, or $0.30 per share, for the first quarter ended March 31, 2025. See Definitions of Non-GAAP Measures.
About Conifer Holdings
Conifer Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, Conifer offers specialty insurance coverage for largely personal lines, marketing through independent agents. The Company trades on the Nasdaq Capital Market under the symbol CNFR. Additional information is available on the Company's website at www.ir.cnfrh.com.
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: 1) net realized investment gains and losses, 2) change in fair value of equity securities 3) change in fair value of contingent considerations and 4) net income (loss) from discontinued operations. 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.
Conifer Holdings, Inc. Page 6
May 13, 2025
Forward-Looking Statement
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Conifer’s expectations regarding premiums, earnings, its capital position, expansion, and growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 28, 2025 and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws or regulations.
Conifer Holdings, Inc. Page 7
May 13, 2025
Reconciliations of adjusted operating income (loss) and adjusted operating income (loss) per share:
| Three Months Ended<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (dollar in thousands, except share and per share amounts) | ||||||
| Net income (loss) | $ | 522 | $ | 231 | ||
| Less: | ||||||
| Net realized investment gains (losses) | 3 | - | ||||
| Change in fair value of equity securities | (192 | ) | 43 | |||
| Change in fair value of contingent considerations | 4,395 | - | ||||
| Net income (loss) from discontinued operations | - | (1,126 | ) | |||
| Impact of fincome tax expense (benefit) from adjustments * | - | - | ||||
| Adjusted operating income (loss) | $ | (3,684 | ) | $ | 1,314 | |
| Weighted average common shares, diluted | 12,222,881 | 12,222,881 | ||||
| Diluted income (loss) per common share: | ||||||
| Net income (loss) | $ | 0.04 | $ | 0.02 | ||
| Less: | ||||||
| Net realized investment gains (losses) | - | - | ||||
| Change in fair value of equity securities | (0.02 | ) | 0.01 | |||
| Change in fair value of contingent considerations | 0.36 | - | ||||
| Net income (loss) from discontinued operations | - | (0.10 | ) | |||
| Impact of income tax expense (benefit) from adjustments * | - | - | ||||
| Adjusted operating income (loss), per share | $ | (0.30 | ) | $ | 0.11 |
* The Company has recorded a full valuation allowance against its deferred tax assets as of March 31, 2025 and March 31, 2024, respectively. As a result, there were no taxable impacts to adjusted operating income from the adjustments to net income (loss) in the table above after taking into account the use of NOLs and the change in the valuation allowance.
Conifer Holdings, Inc. Page 8
May 13, 2025
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Assets | |||||
| Investment securities: | |||||
| Debt securities, at fair value (amortized cost of 106,636 and 117,827, respectively) | 96,023 | $ | 122,113 | ||
| Equity securities, at fair value (cost of 1,838 and 1,836, respectively) | 1,411 | 2,354 | |||
| Short-term investments, at fair value | 42,066 | 20,838 | |||
| Total investments | 139,500 | 145,305 | |||
| Cash and cash equivalents | 10,281 | 10,663 | |||
| Premiums and agents' balances receivable, net | 9,568 | 29,364 | |||
| Reinsurance recoverables on unpaid losses | 77,872 | 70,807 | |||
| Reinsurance recoverables on paid losses | 11,666 | 12,619 | |||
| Prepaid reinsurance premiums | 5,403 | 28,908 | |||
| Deferred policy acquisition costs | 6,647 | 6,405 | |||
| Receivable from contingent considerations | 12,465 | - | |||
| Other assets | 3,672 | 7,036 | |||
| Total assets | 277,074 | $ | 311,107 | ||
| Liabilities and Shareholders' Equity | |||||
| Liabilities: | |||||
| Unpaid losses and loss adjustment expenses | 176,362 | $ | 189,285 | ||
| Unearned premiums | 30,645 | 30,590 | |||
| Reinsurance premiums payable | 2,488 | 1 | |||
| Debt | 11,996 | 11,932 | |||
| Mandatorily redeemable preferred stock | 5,651 | - | |||
| Funds held under reinsurance agreements | 20,964 | 25,829 | |||
| Accounts payable and accrued expenses | 3,383 | 2,494 | |||
| Total liabilities | 251,489 | 260,131 | |||
| Commitments and contingencies | — | — | |||
| Shareholders' equity: | |||||
| Common stock, no par value (100,000,000 shares authorized; 12,222,881 issued and outstanding, respectively) | 100,117 | 98,178 | |||
| Accumulated deficit | (62,631 | ) | (63,153 | ) | |
| Accumulated other comprehensive income (loss) | (11,901 | ) | (13,500 | ) | |
| Total shareholders' equity | 25,585 | 21,525 | |||
| Total liabilities and shareholders' equity | 277,074 | $ | 281,656 |
All values are in US Dollars.
Conifer Holdings, Inc. Page 9
May 13, 2025
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2025 | 2024 | |||||
| Revenue and Other Income | ||||||
| Premiums | ||||||
| Gross earned premiums | $ | 16,118 | $ | 34,232 | ||
| Ceded earned premiums | (5,803 | ) | (17,345 | ) | ||
| Net earned premiums | 10,315 | 16,887 | ||||
| Net investment income | 1,289 | 1,546 | ||||
| Net realized investment gains (losses) | 3 | — | ||||
| Change in fair value of equity securities | (192 | ) | 43 | |||
| Other income | 65 | 149 | ||||
| Change in fair value of contingent considerations | 4,395 | - | ||||
| Total revenue and other income | 15,875 | 18,625 | ||||
| Expenses | ||||||
| Losses and loss adjustment expenses, net | 9,274 | 10,520 | ||||
| Policy acquisition costs | 2,677 | 3,160 | ||||
| Operating expenses | 2,861 | 2,862 | ||||
| Interest expense | 541 | 877 | ||||
| Total expenses | 15,353 | 17,419 | ||||
| Income (loss) from continuing operations before income taxes | 522 | 1,206 | ||||
| Income tax expense (benefit) | - | (151 | ) | |||
| Net income (loss) from continuing operations | 522 | 1,357 | ||||
| Net income (loss) from discontinued operations | - | (1,126 | ) | |||
| Net income (loss) | 522 | 231 | ||||
| Series A Preferred Stock dividends | - | 157 | ||||
| Net income (loss) allocable to common shareholders | 522 | 74 | ||||
| Earnings (loss) per common share,<br> basic and diluted | ||||||
| Net income (loss) from continuing operations | $ | 0.04 | $ | 0.10 | ||
| Net income (loss) from discontinued operations | $ | - | $ | (0.10 | ) | |
| Net income (loss) allocable to common shareholders | $ | 0.04 | $ | 0.01 | ||
| Weighted average common shares<br> outstanding, basic and diluted | 12,222,881 | 12,222,881 |