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: May 15, 2017

(Date of earliest event reported)

FEDERATED NATIONAL HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida	000-25001	65-0248866
(State or other jurisdiction of incorporation)	(Commission  File Number)	(I.R.S. Employer Identification No.)

14050 N.W. 14th Street, Suite 180
Sunrise, FL	33323
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (800) 293-2532

NOT APPLICABLE

(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 (see General Instruction A.2. below):

☐ 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 7.01. Regulation FD Disclosure.

Officers of Federated National Holding Company (the “Company”) will present to members of the investment community as part of a non-deal road show beginning on May 15, 2017. A copy of the investor presentation to be used during these presentations is attached as Exhibit 99.1 to this Current Report on Form 8-K and is also available in the "Investor" section of the Company’s website at www.fednat.com.  The Company disclaims any obligation to correct or update these materials in the future.

In accordance with General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01 and the investor presentation attached to this report as Exhibit 99.1 is "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

The investor presentation attached hereto as Exhibit 99.1contains statements that may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “forecast,” “guidance,” “indicate,” “intend,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “will,” “would,” “will be,” “will continue” or the negative thereof or other variations thereon or comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond the Company’s control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Management cautions that any such forward-looking statements are not guarantees of future performance, and readers cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K, and discussed from time to time in the Company’s reports filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Federated National Holding Company Investor Presentation Representing the Quarter Ended March 31, 2017.

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.

	FEDERATED NATIONAL HOLDING COMPANY
Date:  May 15, 2017	By:	/s/ Michael H. Braun
	Name:	Michael H. Braun
	Title:	Chief Executive Officer (Principal Executive Officer)

EXHIBIT INDEX

Exhibit No.	Exhibit Title
99.1	Federated National Holding Company Investor Presentation Representing the Quarter Ended March 31, 2017.

EX-99.1

Exhibit 99.1

 NASDAQ: FNHC  INVESTOR PRESENTATIONQ1-2017 

 SAFE HARBOR statement  2  Safe harbor statement under the Private Securities Litigation Reform Act of 1995: Statements that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will” or the negative thereof or other variations thereon and similar words or phrases or comparable terminology are intended to identify forward-looking statements. Forward-looking statements might also include, but are not limited to, one or more of the following:Projections of revenues, income, earnings per share, dividends, capital structure or other financial items or measures;Descriptions of plans or objectives of management for future operations, insurance products/or services; Forecasts of future insurable events, economic performance, liquidity, need for funding and income; andDescriptions of assumptions or estimates underlying or relating to any of the foregoing. The risks and uncertainties include, without limitation, risks and uncertainties related to estimates, assumptions and projections generally; the nature of the Company’s business; the adequacy of its reserves for losses and loss adjustment expense; claims experience; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail) and other catastrophic losses; reinsurance costs and the ability of reinsurers to indemnify the Company; raising additional capital and our potential failure to meet minimum capital and surplus requirements; potential assessments that support property and casualty insurance pools and associations; the effectiveness of internal financial controls; the effectiveness of our underwriting, pricing and related loss limitation methods; changes in loss trends, including as a result of insureds’ assignment of benefits; court decisions and trends in litigation; our potential failure to pay claims accurately; ability to obtain regulatory approval applications for requested rate increases, or to underwrite in additional jurisdictions, and the timing thereof; the impact that the results of the Monarch joint venture may have on our results of operations; inflation and other changes in economic conditions (including changes in interest rates and financial markets); pricing competition and other initiatives by competitors; legislative and regulatory developments; the outcome of litigation pending against the Company, and any settlement thereof; dependence on investment income and the composition of the Company’s investment portfolio; insurance agents; ratings by industry services; the reliability and security of our information technology systems; reliance on key personnel; acts of war and terrorist activities; and other matters described from time to time by the Company in releases and publications, and in periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including claims and litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a contingency. Reported results may therefore appear to be volatile in certain accounting periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligation to update publicly or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. 

 FNHC Snapshot and quick facts  Federated National Holding Company (as of 3/31/2017, except where noted)  3  NASDAQ: FNHCHeadquarters: Sunrise, FL (Ft. Lauderdale)Core Market: FL Homeowners’ P&C insurance IPO Year: 1998Financial Stability Rating: Cash and Investments: $506 MMTotal Shareholders’ Equity: $241 MM Excluding non-controlling interestCommon Shares Outstanding: 13.4 MMBook Value Per Common Share: $16.54 Excluding non-controlling interestClosing Market Price on May 12: $15.15 Represents an 8.4% discount to BVPS  *Market data as of December 31, 2016 

 Our distinguishing characteristics and track record  4  Generate profitable growth by:Continued market share growth in FloridaOngoing expansion into other StatesDeveloping additional affinity relationshipsLooking for strategic acquisitions and/or joint venturesMaintaining our commitment to delivering quality products, services, and customer satisfaction  We are a well-regarded employer that is mindful of the well-being of our employees, allowing all employees to develop their individual capabilities in an impartial, challenging, rewarding and cooperative environment and offering them the opportunity for career development. We value experienced insurance professionals who share our dedication to exceptional customer service. We seek individuals who are qualified, highly motivated and demonstrate our principles of professionalism, cooperation, communication, accountability, innovation and respect.  We strive for total customer satisfaction. Our intent is to attract and retain customers for their insurance needs by providing outstanding customer service, quality and value in all our products and services at the lowest possible cost.    LEADING TO  Our Customers  Our Strategy  Our Team 

 Fnhc organizational structure  Public Shareholders  Federated National Holding Company  FedNat Underwriters, Inc. (MGA)  Century Risk Insurance Services, Inc.   Insure-Link, Inc. d.b.a. Preferred Link (Agency)  Southeast Catastrophe Consulting Company, LLC(Catastrophe Claims Adjusting)  Federated National Insurance Company (FNIC)  Monarch Delaware Holdings LLC(a Delaware limited liability company)  Monarch National Holding Company(a Florida corporation)  Monarch National Insurance Company(a Florida corporation)  Transatlantic Reinsurance Company(a New York corporation)  Crosswinds Investor Monarch L.P.  100%  33.3%  100% ownershipInterest  100% ownershipInterest  15.2% ownership interest (100% of Class B Units)  42.4% ownership interest (50% of Class A Units)  42.4% ownership interest (50% of Class A Units)  5  100%  100%  100%  100% 

 fnhc and Market timeline  2009  1992 & 1993  2004 & 2005  2006 & 2007  6  Timeline continues to next page…  The early years…  2011  Hurricane Andrew  Emergence of Citizen’s predecessor, Florida’s property residual market  National carriers begin to intentionally reduce their share within the Florida property market  Creation of the Florida Hurricane Catastrophe Fund  Hurricane seasons bring four Florida hurricanes in year 2004 and four in year 2005  Windstorm mitigation credit overhaul  Citizens becomes a competitor to the private market  Citizens establishes “glide path” to actuarial sound rates  Joined BBB and earned A+ rating  “Cost Driver” bill to expedite rate filings, increase surplus requirements and reform sinkhole claims  National carriers further accelerate their desire not to compete within the Florida property market 

 fnhc and Market timeline  2015  2016  2012  2013  2015  7  Recent developments…  Citizens reduces potential assessment  Citizens Clearinghouse established  Monarch National approved by Florida Office of Insurance Regulation  Lloyd’s of London appoints FedNat Underwriters (FNU) as Coverholders  Sun Sentinel honors FNHC as one of the 2016 Top Workplaces in South Florida  Changed name from 21st Century Holding Company to Federated National Holding Company  Federated National Insurance Company – Allstate relationship (Ivantage Select Agency Inc.)  FNIC named Fortune “Fastest Growing Companies”  FNIC appointed to Citizens Market Accountability Advisory BoardFNIC named Forbes “America’s 50 Most Trustworthy Financial Companies”  FNU entered into an Authorization and Appointment Agreement with GEICO Insurance Agency, Inc. 

 Federated National’s approach to the Florida market  Utilize innovative point of sale software providing agent “ease of use”Deliver instantaneous quoting and binding capabilitiesProvide agents with access to numerous key data points essential to assessing risk factors  Reduce geographic concentration in the Tri-County / South Florida area and expand in other counties in FloridaEnhance underwriting results and reduce our risk exposure via greater diversificationExpand into other coastal states  Focus on higher value propertiesEmphasize properties which typically have more advanced wind / hurricane mitigation features and lower All Other Peril (non-catastrophe) losses, all of which mitigate expected lossesUnderwrite every risk to maintain our quality book of business  8  GeographicDiversification  UnderwritingStandards  Agent Experience 

 FEDERATED NATIONAL GROWING MARKET SHARE  9  Premiums/Policies In -Force at Quarter End  OIR = Office of Insurance Regulation% Market share per OIR for Q1-17 unavailable as of 5/15/2017. 

   Florida Market provides continued growth  Note: Includes personal residential and excludes commercial residential business. The Florida Office of Insurance Regulation's QUASR next generation database excludes State Farm Florida Insurance Company in its dataset as of December 31,2016.FNIC rank based on Florida residential homeowners’ insurance premiums written per Florida Office of Insurance Regulation (FL OIR)Market data for Mar-17 unavailable as of 5/15/2017  Federated National Insurance Company (FNIC) is predominantly a homeowners’ insurer in Florida and has been one of the fastest growing homeowners’ insurers in the state.All new policies are generated on a voluntary basisOne of a few selected Florida homeowners’ insurance companies appointed to write voluntary business through Allstate & GEICO Florida agentsOpportunity to increase FNIC’s market share through partnership with 2,500+ agentsOpportunity to further increase our market presence through Monarch National insurance productsFNIC’s ranking increased to 3rd largest insurance company in Florida since September 30, 2016FNIC has achieved its growth by winning the business at the point of sale when our partner insurance agents decide which carrier to entrust with their clients  10 

 Diversification in Florida  11  Total Florida Policies In Force for Homeowners/Fire as of March 31, 2017 = 272,995  Federated National Insurance Company - Florida Market for Homeowners  Panhandle11.3%  North FL5.6%  Treasure Coast8.4%  Tampa / St. Pete12.7%  SW FL22.4%  Tri-County / South Florida24.8%  Central FL14.8% 

 diversification  12  Federated National Insurance Company Market  Florida 308.2k Policies In Force80.7%  Alabama4.5k Polices1.2%  Louisiana14.0k Polices3.7%  South Carolina4.0k Polices1.0%  Georgia19.1k Polices5.0%  Texas32.2k Policies8.4%  Total Polices In Force for all Lines of Business as of March 31, 2017 = 382,027 

 Quality Growth in FLORIDA Homeowners’ Portfolio  1-in-100 Year Probable Maximum Loss/ In-Force Premium  Note: Probable Maximum Loss modeled using average of RMS and AIR combined and assuming LT, NoSS and NoLA.  Total Insured Value and Policies In-Force  13  PIF (Thousands)  TIV ($ Billions) 

 Robust claims capabilities and tenured staff  35 field adjusters covering the entire state of Florida and 60 onsite (desk) adjusters; 39 claims Directors, Managers and Supervisors; in-house Director of Litigation Management supported by two Litigation Managers and twelve Litigation Adjusters; all of whom are fully licensed in all of the states in which we write businessAverage experience is over 10 yearsLong tenure with Federated National; many of our homeowners’ management team and adjusting staff served the company during the storms of 2004 and 2005Training and knowledge is promoted and enhanced through on and off-site education  24/7 new claims reporting capacity with immediate emergency response available when warrantedLong-standing relationships with water remediation companies, emergency services providers and loss causation analysts that provide rapid mitigation of damages and exceptional customer service  Owns 1/3 of Southeast Catastrophe Consulting Company, an independent catastrophe claims adjusterDedicated catastrophe adjusters available to Federated National & Monarch National as neededAll data and systems functionality are integrated and backed-up through a remote cloud-based computing system  14  In-House ClaimsAdjuster  Strategic AllianceWith CatastropheAdjuster  Efficient ClaimsResponse 

 Strong Catastrophe reinsurance  2016 – 2017 Excess of Loss Catastrophe Reinsurance HighlightsApproximately $2.22 billion of aggregate coverage with maximum single event coverage of approximately $1.58 billion75+ reinsurance partners, all of which are rated “A-” or higher by A.M. Best or fully collateralized Florida-only property quota share of 10% of $200 million aggregate coverage on two events with maximum single event coverage of 10% of $100 millionA retention of $18.45 million pre-tax retention on first event with losses above $100 million. First event coverage extends to $1.58 billion All private market layers have prepaid automatic reinstatement premium protection (“RPP”) and a cascading, drop down featureMultiple year protection was obtained for the period of July 2016 – June 2018. The amount of multiple year protection varies by individual excess of loss layer  15  Federated National has full indemnity reinsurance with highly rated reinsurers, and has maintained a business relationship with many of them for numerous years 

 2016-2017 REINSURANCE STRUCTURE  16 

 Consistently innovating  17 

 Experienced MANAGEMENT TEAM  An experienced management team that has a long history with Federated National and has extensive tenure in the homeowners’ insurance market in Florida  Michael Braun, Chief Executive Officer & President  Appointed Chief Executive Officer in July 2008Elected to Board in 2005Joined in 1998  Ronald Jordan, Chief Financial Officer  Worked for multiple Fortune 200 insurance companies and Big 4More than 25 years of Accounting, Finance, Risk and Governance experienceJoined in 2017  Erick Fernandez, Chief Accounting Officer  Worked for Fortune 20, 500 and Big 4 More than 15 years of Accounting and Finance experienceJoined in 2016  Gordon Jennings, Vice President of Risk Management  Appointed Vice President of Risk Management in May 2008 Serves as President of FedNat UnderwritersJoined in 2000  Scott Fest, Vice President of Reinsurance  Previously worked for E.W. Blanch, Benfield, Collins and Guy CarpenterMore than 20 years of reinsurance experienceJoined in 2016  Melissa Shelley, Vice President Actuary  Worked for Florida Farm Bureau, USAA, and Ariel ReMore than 15 years of industry experienceJoined in 2016  18 

 Experienced MANAGEMENT TEAM  An experienced management team that has a long history with Federated National and has extensive tenure in the homeowners’ insurance market in Florida  C. Brian Turnau, Vice President of Claims  Worked for private practice insurance defense litigation law firms for 15 yearsMore than 18 years of industry experienceJoined in 2000  Stephen Young, Vice President of Operations  Appointed Vice President of Operations in June 2009 More than 20 years of industry experienceJoined in 1995  Anthony Prete, Vice President of Strategy  More than 15 years of industry experiencePreviously worked at Kemper, The Hartford, Travelers, and SafecoJoined in 2015  Christopher Clouse, Vice President of Personal Lines Underwriting  Appointed Underwriting Manager in June 2010More than 25 years of industry experienceJoined in 2008   Larry Hufschmid, Vice President of Information Technology  Previously was CIO at Hull & Company Inc.28 years of industry experience and 38 years of IT experienceJoined in 2012  Tracy Wiggan, Vice President of Human Resources  Appointed as Director of Human Resources in July 2008More than 20 years experience in human resourcesJoined in 2005  19 

 Financial Overview   

 Statement of operations - FNHC   21  Q1-17 reflects market share growth in HO-FL, HO non-FL and Auto lines of business as well as rate increase of 5.6%, which became effective on August 1, 2016.  Q1-17 reflects continued premiums growth in HO-FL, HO non-FL and Auto lines of business. Will not fully reflect August 1, 2016 rate increase until 2H-17. 

 Statement of operations - FNHC  22  Starting in Q3-16 total expenses (excluding Losses/LAE and taxes) increased due to our faster growth in our private passenger automobile products and our non-Florida homeowners’ lines of businesses, both of which have higher commissions expense directly related to their distribution along with the unwinding of the 30% quota share, as we no longer cede the commissions from the related premiums. 

 Net income bridge  23  Q1-17 net income equated to 23¢ per average diluted share and 5.7% annualized ROE.Q1-17 losses and LAE included $3.4M, after-tax, of tornado losses. 

 Losses and lae  24  *Includes severe weather events (Hurricane Matthew, Tornados, Tropical Storm Colin, Hurricane Hermine)  *  Beginning Q4-15, we have experienced increased loss and LAE costs associated with claims in our Florida homeowners book of business due to Assignment of Benefits (“AOB”). AOB has resulted in a rate increase effective August 2016, with an additional increase pending with regulators that would be effective August 2017. 

 BALANCE SHEET STRENGTH  25  *Conservative Capital Structure *Reinsurance Strategy *Low risk investment portfolio  “Our commitment to protecting our policyholders and our shareholders”  $ in Millions  (1) 2016 Statutory surplus includes $25M surplus infusion(2) 2015 & 2016 FNHC Shareholders’ Equity excludes non-controlling interest  (1)  (2) 

 Shareholder value creation  26  Source: Company Filings and SNL FinancialNote: Based on GAAP financial information  BVPS excluding Non-Controlling Interest 

 Investment Portfolio Holdings  Federated National Investments and Cash* As of March 31, 2017$462.5Million  27  Designed to preserve capital, maximize after-tax investment income, maintain liquidity and minimize riskUtilize outside investment managers for the fixed income and equity portfoliosAs of March 31, 2017, 99.82% of the Company’s fixed income portfolio was rated investment gradeAverage duration: 4.00 yearsComposite rating: A- (S&P)Average yield: 2.318%Historical total returns on cash and investments as of March 31, 20171 Year: 1.62%2 Years: 1.48% 

 INVESTMENT OPPORTUNITY    28 

 CONTACT US  Company ContactsMichael Braun, Chief Executive Officer & PresidentEmail: mbraun@FedNat.com Phone: 954-308-1322Ronald Jordan, Chief Financial OfficerEmail: rjordan@FedNat.com Phone: 954-308-1363Erick Fernandez, Chief Accounting OfficerEmail: eafernandez@FedNat.com Phone: 954-308-1341Rebecca Sanchez, Director of Corporate Affairs & Corporate SecretaryEmail: bsanchez@FedNat.com Phone: 954-308-1257  Federated National Holding Company14050 N.W. 14th StreetSuite 180Sunrise, FL 33323Tel. (954) 581-9993 / (800) 293-2532www.FedNat.com  29