Presurance Holdings, Inc.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Schedule II – Condensed Financial Information of Registrant
Balance Sheets – Parent Company Only
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Assets | ||
| Investment in subsidiaries | $27,789 | $31,157 |
| Cash | 6,816 | 3,174 |
| Due from Affiliate | — | 33 |
| Receivable from contingent considerations | 8,070 | — |
| Other assets | 759 | 1,457 |
| Total assets | $43,434 | $35,821 |
| Liabilities and Shareholders' Equity | ||
| Liabilities: | ||
| Debt | $15,932 | $29,061 |
| Due to subsidiaries | 348 | 3,436 |
| Income tax payable | 4,905 | — |
| Other liabilities | 1,044 | 1,798 |
| Total liabilities | 22,229 | 34,295 |
| 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) | 98,178 | 98,100 |
| Accumulated deficit | (63,153) | (86,683) |
| Accumulated other comprehensive income (loss) | (13,820) | (15,891) |
| Total shareholders' equity | 21,205 | 1,526 |
| Total liabilities and shareholders' equity | $43,434 | $35,821 |
Statements of Comprehensive Income (Loss) – Parent Company Only
| Year Ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Revenue | ||
| Management fees from subsidiaries | $— | $17,367 |
| Other gains | 646 | — |
| Other income | 355 | 819 |
| Total revenue | 1,001 | 18,186 |
| Expenses | ||
| Operating expenses | 10,152 | 14,133 |
| Interest expense | 5,272 | 3,079 |
| Total expenses | 15,424 | 17,212 |
| Income (loss) before equity in earnings (losses) of subsidiaries and income tax expense (benefit) | (14,423) | 974 |
| Income tax expense (benefit) | 4,785 | 73 |
| 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 operations | 55,247 | 1,375 |
| Net income (loss) | 24,347 | (25,904) |
| Series A Preferred Stock dividends | 817 | 19 |
| Net income (loss) allocable to common shareholders | 23,530 | (25,923) |
| Other Comprehensive Income | ||
| Equity in other comprehensive income (loss) of subsidiaries | 2,071 | 2,312 |
| Total Comprehensive income (loss) | $26,418 | $(23,592) |
Statement of Cash Flows – Parent Company Only
| Year Ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| 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 amortization | 1,671 | 545 |
| Equity in undistributed (income) loss of subsidiaries | 11,692 | 28,180 |
| Stock-based compensation expense | 78 | 190 |
| Deferred income tax expense | 4,731 | (3,806) |
| Other (gain) loss | (646) | — |
| Changes in operating assets and liabilities: | ||
| Due from subsidiaries | (3,088) | (6,318) |
| Due from Affiliate | 33 | 80 |
| Current income tax recoverable | — | — |
| Other assets | 1,055 | 860 |
| 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 subsidiaries | 8,257 | — |
| Proceeds from CIS Sale | 51,778 | — |
| Disposal of Fixed Assets, net | 74 | — |
| Net cash provided by (used in) investing activities | 45,709 | 1,019 |
| 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 cash | 3,642 | (5,848) |
| Cash at beginning of period | 3,174 | 9,022 |
| Cash at end of period | $6,816 | $3,174 |
| Supplemental Disclosure of Cash Flow Information: | ||
| Interest paid | 4,649 | 2,949 |
| Series A Preferred Stock dividends declared but not paid at end of period | — | 19 |
| Senior Secured Notes Call Premium | 753 | — |
Conifer Holding, Inc.
Parent Company Only
Notes to Condensed Financial Statements
- 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.
- 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.
- 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.
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