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): May 12, 2022

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	CNFR	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 7.01 Regulation FD Disclosure.  

On May 12, 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 first quarter ended March 31, 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.

Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1	Investor Presentation dated May 12, 2022
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 12, 2022	By:	/s/ BRIAN J. RONEY
		Brian J. Roney
		President

EX-99.1

Nasdaq: CNFR Fulfilling the Unique Needs of Specialty Insurance Markets as a Long-Term Partner Q1 2022 Investor Conference Call May 12, 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

Q1 2022 Highlights Top Line Growth in Both Commercial and Personal Lines GWP Q1 2022: $33M +8.5% over Q1 2021 Achieving rate across many lines Focus is on expanding profitable core premium Personal Lines Growth in Profitable Programs GWP Q1 2022: $4M +38.9% over Q1 2021 Q1 2022 Combined Ratio: 84.5% Low-value dwelling product performance demonstrating consistent profitability Book Value of $3.13 per share Shareholders’ equity of $30.4M Does not include $16.7M of DTA ($1.72 per share) Total adjusted book value of $4.85 as of quarter ended March 31, 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 Q1 2022: $33 Million, up 8.5% 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 86.7% Specialty Commercial and 13.3% Personal Lines for Q1 2022. Commercial Lines Focus: Disciplined, Quality Underwriting 8

Commercial Lines represented roughly 87% of the premium written in Q1 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 Personal Lines profitability continues, posting 84.5% Combined Ratio for Q1 2022 10 Personal Lines Focus: Niche Specialty Homeowners Products

$3.2M $4.4M MILLIONS Gross Written Premium Personal Lines production was approximately 13% of total premium in Q1 2022 Growth in low-value dwelling segment with Oklahoma as largest state Q1 2022 Combined Ratio for Personal Lines: 84.5% +38.9% Personal Lines 11

12 12 Claims Management *new claims received as of March 31, 2022; excludes hurricanes and COVID/BI claims 1,766 1,292 64% Decrease 982 642

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 Writing Specialty Commercial Lines Significant rate increases Infrastructure in place to handle anticipated growth Reducing exposure to underperforming markets (example: exiting select FL commercial lines) Expense management ongoing Focus on Small Commercial Business Rate contributed significantly to Q1 2022 premium growth Achieving appropriate scale Substantial decrease in number of open claims leads to more predictable loss-cost predictions in future periods Expense ratio 37.5% for Q1 2022 14

Q1 2022 Results Overview Gross Written Premium: GWP was $33.0M in Q1 2022 Commercial Lines GWP increased approximately 5% over Q1 2021 Commercial Lines accident year combined ratio was 89.3% for the three months Personal Lines GWP increased 38.9% over Q1 2021, in historically profitable business lines Personal Lines accident year combined ratio was 90.8% for the three months Overall GWP increase of 8.5% from Q1 2021 Net Earned Premium: NEP was $24.0M in Q1 2022, compared to $22.8M in Q1 2021 Commercial Lines NEP was $20.5M for Q1 2022, down 0.9% year over year Personal Lines NEP was $3.4M for Q1 2022, a 61.2% increase over the same period in 2021 15

Continued focus on disciplined underwriting Personal Lines combined ratio was 84.5% for Q1 2022, down over 70 percentage points year over year Commercial Lines combined ratio was 117.2% for Q1 2022 Prior year development stemming from 2018 and prior years – largely related to quick service restaurants Since 2018, significant re-underwriting has taken place in QSR eliminating poor performers and geographies from the book Premiums down more than 95% from peak, refined to core performing book 87% of total premiums in Q1 2022 were from core specialty commercial business Expect continued growth in small business and low-value dwelling programs in 2022 and beyond Q1 2022 Results Overview Combined Ratio 129.0% 112.5% 16 (1650bps)

For Q1 2022, the consolidated loss ratio was 75.0%, compared to 84.4% in Q1 2021 Commercial Lines loss ratio was 80.7% Personal Lines loss ratio was 41.0% Growth in Net Earned Premium is driving greater economies of scale Emphasis on Low Value Dwelling premium is leading to outperformance in Personal Lines Commercial Lines focus is on disciplined growth in solidly performing core specialty lines of business Q1 2022 Results Overview Loss Ratio 17 (940bps)

Expense Ratio was 37.5% for Q1 2022, a 710 bps improvement over the prior year period Growth in Net Earned Premium is driving greater economies of scale Ongoing efforts to reduce expense ratio by reducing absolute expenses through continued expense management Expense Ratio should continue to decrease with reduction in total expenses coupled with growth in net earned premium base Q1 2022 Results Overview Expense Ratio 18

Debt Security Portfolio Allocation Net Investment Income for Q1 2022: $507,000 Highly liquid portfolio of investment grade debt securities Total cash & investment securities of $181.0M at March 31, 2022: Average duration: 3.7 years Average tax-equivalent yield: ~1.4% Average credit quality: AA Q1 2022 Investment Portfolio 19

Investment Thesis 20

Why Conifer 21

Aligned and Experienced Management Team Insiders own over 64% of outstanding stock 22

Contact: Jessica Gulis (248) 559-0840 ir@cnfrh.com Appendix Income Statement Balance Sheet Summary Financial Information Adjusted Operating EPS 23

Net loss of $2.9 million, or $0.30 per share, based on 9.7 million average shares outstanding For Q1 2022, adjusted operating loss was $3.1 million, or $0.32 per share Q1 2022 Income Statement 24

Shareholders’ equity of $30.4 million – book value of $3.13 a share $1.72 per share full valuation allowance against deferred tax assets not reflected in book value Total adjusted book value of $4.85 as of quarter ended March 31, 2022 March 31, 2022 Balance Sheet 25

Summary Financial Information 26

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 27

XML

Document and Entity Information	May 12, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Entity Registrant Name	Conifer Holdings Inc.
Entity Central Index Key	0001502292
Document Period End Date	May 12, 2022
Entity Emerging Growth Company	false
Entity File Number	001-37536
Entity Incorporation, State or Country Code	MI
Entity Tax Identification Number	27-1298795
Entity Address, Address Line One	550 West Merrill Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Birmingham
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48009
City Area Code	248
Local Phone Number	559-0840
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, no par value
Trading Symbol(s)	CNFR
Name of each exchange on which registered	NASDAQ