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Section 1: 8-K (8-K)

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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): November 8, 2017
 
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)
 
550 West Merrill Street, Suite 200
Birmingham, MI 48009
(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))

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 November 8, 2017, Conifer Holdings, Inc. (the "Company") publicly announced results for the third quarter of 2017. 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 November 8, 2017






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.
 
Date: November 8, 2017
Conifer Holdings Inc.
 
By:  
/s/ BRIAN J. RONEY
Brian J. Roney
President






EXHIBIT INDEX
Item No.
Exhibits
99.1



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


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News Release

For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com
For Immediate Release

Conifer Holdings Reports 2017 Third Quarter Financial Results
Company to Host Conference Call at 8:30 AM ET on Thursday, November 9, 2017

Birmingham, MI, November 8, 2017 - Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced results for the third quarter ended September 30, 2017.

Financial Initiatives Implemented During Third Quarter 2017
Strengthened reserve position through an adverse development cover agreement with Swiss Re which provides up to $17.5 million of loss development cover in excess of stated reserves as of June 30, 2017 (the “ADC”).
Completed $30.0 Million Private Placement of Subordinated Notes providing long-term flexibility and less restrictive terms.
Repaid outstanding senior credit facility in full.
Issued $5.0 million of additional common equity through a private placement.

Third Quarter 2017 Financial Highlights (all comparisons to prior year period)
Gross written premiums increased by 3.8% to $29.6 million
Net earned premiums decreased 24.5% to $17.7 million as a result of $7.2 million of ceded premiums for the ADC and $600,000 of reinsurance reinstatement costs from Hurricane Irma.
Net loss of $18.9 million, or $2.46 per diluted share based on 7.7 million weighted average common diluted shares outstanding following previously announced ADC and catastrophe losses following Hurricanes Harvey and Irma.

Management Comments
James Petcoff, Chairman and CEO, commented, “The initiatives we announced during the third quarter have properly positioned Conifer for profitable results in the coming quarters. These efforts were taken to both strengthen our reserve position from past periods in a manner that reduces volatility in our earnings while also increasing financial flexibility to pursue growth opportunities in the lines where we are performing above





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our industry peers. Further, we concluded all of these initiatives in the third quarter of 2017, which we believe positions Conifer for success in the coming fourth quarter and into 2018 and beyond. For the quarter, we reported a 13.2% increase in gross written premiums for our commercial lines and we believe that this is a direct result from our efforts that we have made in the past quarters focusing on the best performing lines of business.”

2017 Third Quarter Financial Results Overview
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Third Quarter 2017 Premiums
Gross Written Premiums
Gross written premiums increased 3.8% in the third quarter of 2017 to $29.6 million, compared to $28.5 million in the prior year period, largely due to a 25.1% increase in gross written premiums in the hospitality line of business compared to the prior year period.

Net Written Premiums
Net written premiums were $18.4 million in the third quarter of 2017, compared to $24.6 million in the prior year period. This decrease was due to increased ceded written premiums from the ADC and reinstatement costs from Hurricane Irma, totaling $7.8 million.





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Net Earned Premiums
Net earned premiums decreased 24.5% to $17.7 million for the third quarter of 2017, compared to $23.4 million for the prior year period. This decrease is mainly attributed to the one time increase of $7.2 million in ceded premiums from the Swiss Re agreement and $600k of reinstatement premiums from our catastrophe reinsurance treaty relating to hurricane Irma.   Without the impact of these two items, net earned premiums would have been up 9% for the quarter.
Commercial Lines Financial and Operational Review
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The Company’s commercial lines of business, representing 79% of total gross written premiums in the third quarter of 2017, primarily consists of property, liability and other miscellaneous coverage offered to owner-operated small- to mid-sized businesses, professional organizations and hospitality businesses such as restaurants, bars and taverns.

Commercial lines gross written premiums increased by 13.2% to $23.5 million in the third quarter of 2017. This was largely due to a 25.1% increase in the gross written premiums for the hospitality lines of business compared to the prior year period.

For the third quarter of 2017, the commercial lines combined ratio was 177.4%, compared to 90.4% in the prior year period, due to additional reserve strengthening as well as the ADC and hurricane costs.







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Personal Lines Financial and Operational Review

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Personal lines, which consist of low-value dwelling and wind-exposed homeowners insurance, represented 21% of total gross written premiums for the third quarter of 2017. Personal lines gross written premiums decreased 21.5% to $6.1 million in the third quarter of 2017 compared to the prior year period. This was mainly due to a 31.4% decline in wind-exposed homeowners gross written premiums due to the Company’s initiative centered around reducing exposure of this line of business in Florida and Texas. Conifer’s low-value dwelling products gross written premiums decreased by 1.6% during the third quarter of 2017, compared to the prior year period.






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Combined Ratio Analysis

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Combined Ratio
The Company's combined ratio was 207.3% for the three months ended September 30, 2017, compared to 107.9% for the same period in 2016. For 2017, both the loss ratios and expense ratios were impacted by the reduction in net earned premiums resulting from the additional ceded premiums for the ADC and reinstatement reinsurance premiums related to hurricane Irma.

Loss Ratio: The Company's loss ratio was impacted by prior year reserve strengthening that brought prior accident year reserves into the ADC layer, which should reduce potential future loss development. The loss ratio was also impacted by $5.0 million of net hurricane losses. Before the impact of the ADC and hurricane costs, the accident year loss ratio was 59.1% for the nine months ended September 30, 2017.

Expense Ratio: The expense ratio was 61.4% for the third quarter of 2017, compared to 46.3% in the prior year period, largely as a result of lower net earned premiums compared to the prior year period. Before the impact of the ADC and hurricane costs, the expense ratio continued to decrease to 42.9% for the third quarter of 2017.

Net Income (Loss)
In the third quarter of 2017, the Company reported a net loss of $18.9 million, or $2.46 per diluted share, based on 7.7 million weighted average common diluted shares outstanding, compared to net loss of $1.5 million, or $0.19 per diluted share, based on 7.6 million weighted average common diluted shares outstanding in the prior year period.









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Adjusted Operating Income (Loss)
In the third quarter of 2017, the Company reported an adjusted operating loss of $19.1 million, or $2.48 per share, compared to adjusted operating loss of $1.5 million, or $0.20 per share, for the same period in 2016. See Definitions of Non-GAAP Measures.

Terms of Subordinated Notes
The subordinated notes have a maturity date of September 29, 2032, bear interest, payable quarterly at a fixed annual rate of 8.0%, and allows for up to four quarterly interest deferrals. The notes include an issuer call option at par from July 31, 2018, through October 31, 2018, and at 105% of par any time after September 29, 2020. The Company utilized some of the proceeds to repay the $16.4 million outstanding balance on a $30.0 million senior lender credit facility which consisted of two term notes totaling $12.5 million and a $17.5 million revolver.

Management Equity Infusion
In conjunction with the ADC and the re-financing, the Company also issued $5 million of common equity through a private placement at a price of $6.25 per share. Conifer’s common stock closing market price on the Nasdaq Stock Market on Thursday, September 28, 2017, was $6.05 per share.

At September 30, 2017, there is expected to be a valuation allowance against the Company’s deferred tax assets, which is estimated to be approximately $15.4 million. That represents approximately $1.80 per share that was not reflected in book value at quarter end.

Earnings Conference Call
The Company will hold a conference call/webcast on Thursday, November 9, 2017 at 8:30 a.m. ET to discuss results for the third quarter ended September 30, 2017.

Investors, analysts, employees and the general public are invited to listen to the conference call via:

Webcast:        On the Event Calendar at IR.CNFRH.com
Conference Call:    844-868-8843 (domestic) or 412-317-6589 (international)

The webcast will be archived on the Conifer Holdings website and available for replay for at least one year.

About the Company
Conifer Holdings, Inc. is a Michigan-based insurance holding company. Through its subsidiaries, Conifer offers customized insurance coverage solutions in both specialty commercial and specialty personal product lines marketing mainly through independent agents in all 50 states. The Company completed its initial public offering in August 2015 and is traded on the Nasdaq Global Market (Nasdaq: CNFR).  Additional information is available on the Company’s website at www.CNFRH.com.






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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. 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.

Reconciliations of adjusted operating income and adjusted operating income per share:

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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




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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 15, 2017 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.






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