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Presurance Holdings, Inc.

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 28, 2025

PRHI$7.25+2.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Schedule II – Condensed Financial Information of Registrant

Balance Sheets – Parent Company Only

December 31,
20242023
Assets
Investment in subsidiaries$27,789$31,157
Cash6,8163,174
Due from Affiliate—33
Receivable from contingent considerations8,070—
Other assets7591,457
Total assets$43,434$35,821
Liabilities and Shareholders' Equity
Liabilities:
Debt$15,932$29,061
Due to subsidiaries3483,436
Income tax payable4,905—
Other liabilities1,0441,798
Total liabilities22,22934,295
Shareholders' equity:
Series A Preferred Stock, no par value (10,000,000 shares authorized; 0 and 1,000 issued and outstanding, respectively)—6,000
Common stock, no par value (100,000,000 shares authorized; 12,222,881 issued and outstanding, respectively)98,17898,100
Accumulated deficit(63,153)(86,683)
Accumulated other comprehensive income (loss)(13,820)(15,891)
Total shareholders' equity21,2051,526
Total liabilities and shareholders' equity$43,434$35,821

Statements of Comprehensive Income (Loss) – Parent Company Only

Year Ended December 31,
20242023
Revenue
Management fees from subsidiaries$—$17,367
Other gains646—
Other income355819
Total revenue1,00118,186
Expenses
Operating expenses10,15214,133
Interest expense5,2723,079
Total expenses15,42417,212
Income (loss) before equity in earnings (losses) of subsidiaries and income tax expense (benefit)(14,423)974
Income tax expense (benefit)4,78573
Income (loss) before equity earnings (losses) of subsidiaries(19,208)901
Equity earnings (losses) in subsidiaries(11,692)(28,180)
Net income (loss) from continuing operations(30,900)(27,279)
Net income from discontinued operations55,2471,375
Net income (loss)24,347(25,904)
Series A Preferred Stock dividends81719
Net income (loss) allocable to common shareholders23,530(25,923)
Other Comprehensive Income
Equity in other comprehensive income (loss) of subsidiaries2,0712,312
Total Comprehensive income (loss)$26,418$(23,592)

Statement of Cash Flows – Parent Company Only

Year Ended December 31,
20242023
Cash Flows from Operating Activities
Net income (loss) from continuing operations$(30,900)$(27,279)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization1,671545
Equity in undistributed (income) loss of subsidiaries11,69228,180
Stock-based compensation expense78190
Deferred income tax expense4,731(3,806)
Other (gain) loss(646)—
Changes in operating assets and liabilities:
Due from subsidiaries(3,088)(6,318)
Due from Affiliate3380
Current income tax recoverable——
Other assets1,055860
Other liabilities(2,080)(73)
Net cash provided by (used in) operating activities - discontinued operations(3,527)-
Net cash provided by (used in) operating activities(20,981)(7,621)
Cash Flows From Investing Activities
Contributions to subsidiaries(14,400)1,019
Dividends received from subsidiaries8,257—
Proceeds from CIS Sale51,778—
Disposal of Fixed Assets, net74—
Net cash provided by (used in) investing activities45,7091,019
Cash Flows From Financing Activities
Proceeds received from issuance of shares of Series A Preferred Stock—6,000
Proceeds from issuance of long-term debt—10,727
Repurchase of common stock—(3)
Repayment of Series A Preferred Stock(6,000)—
Paydown of long-term debt(14,250)(13,971)
Dividends paid on Series A Preferred Stock(439)—
Redemption premium on Series A Preferred Stock(397)—
Debt issuance costs—(1,999)
Net cash provided by financing activities(21,086)754
Net increase (decrease) in cash3,642(5,848)
Cash at beginning of period3,1749,022
Cash at end of period$6,816$3,174
Supplemental Disclosure of Cash Flow Information:
Interest paid4,6492,949
Series A Preferred Stock dividends declared but not paid at end of period—19
Senior Secured Notes Call Premium753—

Conifer Holding, Inc.

Parent Company Only

Notes to Condensed Financial Statements

  1. Accounting Policies

Organization

Conifer Holdings, Inc. (the “Parent”) is a Michigan‑domiciled holding company organized for the purpose of managing its insurance entities. The Parent conducts its principal operations through these entities.

Basis of Presentation

The accompanying condensed financial information should be read in conjunction with the Consolidated Financial Statements and related Notes of Conifer Holdings, Inc. and Subsidiaries. Investments in subsidiaries are accounted for using the equity method. Under the equity method, the investment in subsidiaries is stated at cost plus contributions and equity in undistributed income (loss) of consolidated subsidiaries less dividends received since the date of acquisition.

The Parent’s operations consist of income earned from management and administrative services performed for the insurance entities pursuant to intercompany services agreements. These management and administrative services include providing management, marketing, offices and equipment, and premium collection, for which the insurance companies pay fees based on a percentage of gross premiums written. The primary operating costs of the Parent are salaries and related costs of personnel, information technology, administrative expenses, and professional fees. The income received from the management and administrative services is used to cover operating costs, meet debt service requirements and cover other holding company obligations.

Estimates and Assumptions

Preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.

Dividends

The Parent received $8.3 million of cash dividends in 2024 from its agency subsidiaries. In 2023, RCIC declared a $1.4 million dividend to the Parent which was offset by an existing payable from the Parent, thusno cash was transferred as a result of the dividend.

  1. Guarantees

The Parent has guaranteed the principal and interest obligations of a $4.0 million surplus note issued by Conifer Insurance Company to White Pine Insurance Company (both wholly owned subsidiaries). The note pays interest annually at a per annum rate of 4% and has no maturity.

As of December 31, 2024, the surplus note was adjusted to a fair value of $2.5 million as a result of CIC not having a KBRA rating at December 31, 2024.

  1. Subsequent Events

The Parent contributed $2.4 million and $5.5 million to WPIC and CIC on February 28, 2025, respectively. The Parent contributed $2.5 million to CIC on March 3, 2025.

On February 27, 2025, the Parent issued $5.0 million of its newly designated Series B Preferred Stock, no par value, through a private placement of 1,000 shares priced at $5,000 per share that matures on December 31, 2026.

On March 3, 2025, the Parent issued $2.5 million of its newly designated Series B Preferred Stock, no par value, through a private placement of 500 shares priced at $5,000 per share that matures on December 31, 2026.

As part of the CIC Company Action Level remediation described in Note 1 ~Summary of Significant Accounting Policies, the Parent contributed $5.5 million and $2.5 million of cash on February 28, 2025 and March 3, 2025 to CIC, respectively, utilizing proceeds from the issuance of the Series B Preferred Stock.

ContentsView on SEC.gov

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